UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 Commission File No. 000-30057 LANDIS & PARTNERS, INC. (Exact name of registrant as specified in its charter) Nevada 88-0386345 (State of organization) (I.R.S. Employer Identification No.) 16810 E. Avenue of the Fountains, #200, Fountain Hills, Arizona 85268 (Address of principal executive offices) Registrant's telephone number, including area code (602) 837-0017 Check whether the issuer (1) filed all reports required to be file by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. No X There are 2,996,000 shares of common stock outstanding as of September 30, 2000. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT Board of Directors October 20, 2000 Landis and Partners, Inc. Las Vegas, Nevada We have compiled the accompanying balance sheets of Landis and Partners, Inc., as of September 30, 2000 and September 30, 1999, and the related statements of income, changes in stockholders' equity and cash flows for the nine months then ended, in accordance with the Statement of Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and supplementary information, and, accordingly, do not express an opinion or any other form of assurance on them. As discussed in Note 1, the Company has been in the development stage since its inception on February 20, 1998. Realization of he major portion of its assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements for the year ended December 31, 1999, were audited by us and we expressed an unqualified opinion on the statements in their report dated January 4, 2000. We have not performed any auditing procedures since that date. /s/ Michael L. Stuck, C.P.A. Certified Public Accountant Landis and Partners, Inc. (A Development Stage Company) BALANCE SHEET Unaudited Audited September 30, 2000 December 31, 1999 ASSETS Current Assets Cash -0- -0- Property and Equipment -0- -0- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Loan payable -0- -0- Total current liabilities -0- -0- STOCKHOLDERS' EQUITY Common stock $.001 par value, 20,000,000 shares authorized, 2,996,000 shares issued and outstanding 2,996 2,996 Preferred stock $.001 par value, 5,000,000 shares authorized, no shares issued and outstanding -0- -0- Deficit accumulated during development stage (2,996) (2,996) TOTAL STOCKHOLDERS' EQUITY -0- -0- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY -0- -0- The accompanying notes are an integral part of these financial statements. Landis and Partners, Inc. (A Development Stage Company) STATEMENT OF INCOME Unaudited Unaudited Unaudited Unaudited February Three Three Nine Months Nine Months 20, 1998 months Months Ended Ended Audited (inception) Ended Ended September September Year Ended to September September 30, 2000 30, 1999 12/31/99 September 30, 2000 30, 1999 30, 2000 Revenue $-0- -0- -0- -0- -0- -0- Cost of Sales -0- -0- -0- -0- -0- -0- Gross Profit -0- -0- -0- -0- -0- -0- Operating Expenses 300 Filing Fees -0- -0- -0- -0- -0- 2,696 Professional Fees -0- -0- -0- -0- -0- 2,996 -0- -0- -0- -0- -0- Net Income (Loss) Before Income Taxes (-0-) (-0-) (-0-) (-0-) (-0-) (2,996) Income Taxes -0- -0- -0- -0- -0- -0- Net Income (Loss) $(-0-) (-0-) (-0-) (-0-) (-0-) $(2,996) Earnings per share of common stock -0- -0- -0- -0- Weighted average numbers of shares 2,996,000 2,996,000 2,996,000 2,996,000 2,996,000 outstanding The accompanying notes are an integral part of these financial statements. Landis and Partners, Inc. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY Preferre Stock Common Stock Deficit d Stock Amount Stock Amount Accumulated Paid in During Cpaital Development Amount Stage Total Balance February 20, -0- -0- -0- -0- -0- -0- $-0- 1998 Stock Issued -0- -0- 2,996,000 2,996 -0- -0- 2,996 Retained Earnings (Loss) -0- -0- -0- -0- -0- (2,996) (2,996) Balance December 31, -0- -0- 2,996,000 2,996 -0- (2,996) -0- 1998 Retained Earnings (Loss) -0- -0- -0- -0- -0- -0- -0- Balance December 31, -0- -0- 2,996,000 2,996 -0- (2,996) -0- 1999 Retained Earnings (Loss) -0- -0- -0- -0- -0- -0- -0- Balance September 30, -0- -0- 2,996,000 $2,996 -0- $(2,996) -0- 2000 The accompanying notes are an integral part of these financial statements. Landis and Partners, Inc. (A Development Stage Company) STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2000 and September 30, 1999 the Year Ended December 31, 1999 and the Period February 20, 1998 (inception) to September 30, 2000 Unaudited Unaudited Unaudited Unaudited Audited February Three Three Nine Months Nine Months Year Ended 20, 1998 Months Months Ended Ended December (inception) Ended Ended September September 31, 1999 to September September 30, 2000 30, 1999 September 30, 2000 30, 2000 30, 2000 Net Income/(Loss) -0- -0- -0- -0- -0- $(2,996) Adjustments to reconcile net income to net cash provided by operating -0- -0- -0- -0- -0- -0- activities: -------- --------- --------- --------- --------- ---------- Cash From Operations -0- -0- -0- -0- -0- (2,996) -------- --------- --------- --------- --------- ---------- Cash From Investing -0- -0- -0- -0- -0- -0- Activities -------- --------- --------- --------- --------- ---------- Cash From Financing Activities Stock Issued -0- -0- -0- -0- -0- 2,996 -------- --------- --------- --------- --------- ---------- Net Increase in Cash -0- -0- -0- -0- -0- -0- Beginning Cash -0- -0- -0- -0- -0- -0- Balance -------- --------- --------- --------- --------- ---------- Ending Cash Balance -0- -0- -0- -0- -0- -0- ======== ========= ========= ========= ========= ========== The accompanying notes are an integral part of these financial statements. Landis and Partners, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2000, December 31, 1999 and Sepember 30, 1999 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Operations The Company was organized under the laws of the State of Nevada in 1998 and is authorized to do business in the United States. The Company has no revenue from operations during the period covered by this financial statement. Method of Accounting These financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. Consequently, revenues are recognized when earned and expenses are recognized when the obligation is actually incurred. Income Taxes and Cash Flows The Company accounts for income taxes and the statement of cash flows in accordance with Financial Accounting Standards Board Statement No. 109 and No. 95. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less when purchased. NOTE 2: CASH The Company has no bank accounts at this time. NOTE 3 - EARNINGS PER SHARE Earnings per share has been computed by dividing net income/(loss) by the weighted average number of common shares outstanding for the period. There are no items which are deemed to be common stock equivalents during the audit period. NOTE 4: COMMON STOCK As of September 30, 2000, December 31, 1999 and September 30, 1999, the Company had 2,996,000 shares of common stock, par value $.001, issued and outstanding. NOTE 5: LEASE COMMITMENTS The Company currently has no commitments for leases or contingences. NOTE 6: USE OF ESTIMATES The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. ITEM 2. MANAGEMENT'S PLAN OF OPERATION NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS This statement includes projections of future results and "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933 as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are included in this Registration Statement, other than statements of historical fact, are forward-looking statements. Although Management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the expectations are disclosed in this Statement, including, without limitation, those expectations reflected in forward-looking statements contained in this Statement. Plan of Operation The Company's Plan of Operation has not changed since the filing of its Form 10-SB filed with the SEC on March 22, 2000. The description of the current plan of operation is incorporated by reference to Section 2 of its Form 10-SB. Competition The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors. Employees The Company has no full time or part-time employees. None of the officers and directors anticipates devoting more than ten (10%) percent of his or her time to Company activities. The Company's President and Secretary have agreed to allocate a portion of said time to the activities of the Company, without compensation. These officers anticipate that the business plan of the Company 8 can be implemented by their devoting minimal time per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officers. See "Item 5 - Directors, Executive Officers, Promoters and Control Persons - Resumes" on the Form 10-SB filed with the SEC on March 22, 2000. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action has been threatened by or against the Company. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS No issues of securities and no changes in the existing securities took place during the period covered by this report. At the end of the quarter there were 2,996,000 shares of common stock outstanding. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No such matters were submitted during the most recent quarter. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS a) The exhibit consisting of the Company's Articles of Incorporation is attached to the Company's Form 10-SB, filed on March 22, 2000. This exhibit is incorporated by reference to that Form. b) The exhibit consisting of the Company's Bylaws is attached to the Company's Amended Form 10-SB, filed on March 22, 2000. This exhibit is incorporated by reference to that Form. Reports on Form 8-K: None 27 Financial Data Schedule SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Landis & Partners, Inc. By: /s/ Mark Nielsen Mark Nielsen, President Date: November 3, 2000