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, 2001
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
Novembert 14, 2001.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Michael L. Stuck C.P.A., P.C.
7585 East Redfield Road, Suite 201
Scottsdale, AZ. 85260
480-607-1084
October 29, 2001
Board of Directors and Stockholders
Landis and Partners
Las Vegas, Nevada
We have compiled the accompanying balance sheets of
Landis and Partners as of September 30, 2001 and September
30, 2000, and the related statements of income, changes in
stockholders' equity and cash flows for the periods 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 the 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.
We audited the financial statements for the year ended
December 31, 2000, and we expressed an unqualified opinion
on the statements in our report dated February 14, 2001. We
have not performed any auditing procedures since that date.
Landis and Partners
(a development stage enterprise)
Balance Sheets
September 30, 2001, September 30, 2000 and December 31, 2000
<Table>
<s> <c> <c>
Unaudited Audited
September 30, September 30, December 31,
2001 2000 2000
------- --------- --------
ASSETS
CURRENT ASSETS
Cash $ - $ - $ -
PROPERTY AND EQUIPMENT - - -
--------- ---------- -----------
$ - $ - $ -
========= ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan payable $ 900 $ 900 $ 900
STOCKHOLDER'S EQUITY
Common stock, $.001 par value,
20,000,000, shares authorized,
2,996,000 shares issued
and outstanding 2,996 2,996 2,996
Preferred stock, $.001 par value,
5,000,000, shares authorized,
no shares issued
and outstanding - - -
Deficit accumulated during
development stage (3,896) (3,896) (3,896)
--------- ---------- -----------
Total stockholders' equity (900) (900) (900)
--------- ---------- -----------
$ - $ - $ -
========= ========== ===========
</Table>
See accompanying accountant's report.
The accompanying notes are an integral part of these
statements
Landis and Partners
(a development stage enterprise)
Statements of Income
For the Three Months Ended September 30, 2001 and September 30, 2000,
and the Nine Months Ended September 30, 2001 and September 30, 2000,
The Year Ended December 31, 2000,
and the Period February 20, 1998 (inception) to September 30, 2001
<Table>
<s> <c> <c> <c> <c>
Unaudited Unaudited Audited February 20, 1998
Three Months Ended September Nine Months Ended September Year Ended inception to
30, 30,
2001 2000 2001 2000 December 31, September 30, 2001
2000
----------- --------- --------- --------- --------- -----------
Revenue $ - $ - $ - $ - $ - $ -
Cost of Sales - - - - - -
------------ ----------- ------------ ----------- ----------- -----------
Gross Profit - - - - - -
Operating Expenses
Filing Fees - - - - - 300
Professional Fees - - - - 900 2696
------------ ----------- ------------ ----------- ----------- -----------
- - - - 900 2,996
------------ ----------- ------------ ----------- ----------- -----------
Net Income (Loss)
before Income Taxes - - - - (900) (2,996)
Income Taxes - - - - - -
------------ ----------- ------------ ----------- ----------- -----------
Net Income (Loss) $ - $ - $ - $ - $ (900) $ (2,996)
============ =========== ============ =========== =========== ===========
Earnings Per Share
of Common Stock $ - $ - $ - $ - $ -
Weighted Average Number
of Shares Outstanding 2,996,000 2,996,000 2,996,000 2,996,000 2,996,000
</Table>
See accompanying accountant's report.
The accompanying notes are an integral part of these statements
Landis and Partners
(a development stage enterprise)
Statement of Stockholders' Equity
September 30, 2001
<Table>
<s> <c> <c> <c> <c> <c> <c>
Deficit
Accumulated
Paid in During
Preferred Stock Common Stock Capital Development
Stock Amount Stock Amount Amount Stage Total
--------- ---------- --------- --------- ---------- ----------- ----------
Balance February 20, - $ - - $ - $ - $ - $ -
1998
Stock issued - - 2,996,000 2,996 - - 2,996
Retained earnings (loss) - - - - - (2,996) (2,996)
-------- -------- ---------- ---------- ---------- --------- ---------
Balance December 31, - - 2,996,000 2,996 - (2,996) -
1998
Retained earnings (loss) - - - - - - -
-------- -------- ---------- ---------- ---------- --------- ---------
Balance December 31, - - 2,996,000 2,996 - (2,996) -
1999
Retained earnings (loss) - - - - - (900) (900)
-------- -------- ---------- ---------- ---------- --------- ---------
Balance December 31, - - 2,996,000 2,996 - (3,896) (900)
2000
Retained earnings (loss) - - - - - - -
-------- -------- ---------- ---------- ---------- --------- ---------
Balance September 30, - $ - 2,996,000 $ 2,996 $ - $ (3,896) $ (900)
2001
======== ======== ========== ========== ========== ========= =========
</Table>
See accompanying accountant's report.
The accompanying notes are an integral part of these statements
Landis and Partners
(a development stage enterprise)
Statements of Cash Flows
For the Three Months Ended September 30, 2001 and September 30, 2000,
and the Nine Months Ended September 30, 2001 and September 30, 2000
The Year Ended December 30, 2000,
and the Period February 20, 1998 (inception) to September 30, 2001
<Table>
<s> <c> <c> <c> <c> <c> <c>
Unaudited Unaudited
Three Months Ended Nine Months Ended Audited February 20, 1998
September 30, September 30 The Year Ended (inception) to
2001 2000 2001 2000 December 31, 2000 September 30, 2001
--------- --------- --------- --------- ------------- --------------
Net income (loss) $ - $ - $ - $ - $ - $ (3,896)
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Loan payable - - - - - 900
--------- --------- ---------- ---------- ---------- ----------
Cash Used in Operations - - - - - (2,996)
--------- --------- ---------- ---------- ---------- ----------
Cash Used in Investing Activities - - - - - -
--------- --------- ---------- ---------- ---------- ----------
Cash Provided by Financing
Activities
Stock issued - - - - - 2,996
--------- --------- ---------- ---------- ---------- ----------
Net Change in Cash - - - - - -
Beginning Balance - - - - - -
--------- --------- ---------- ---------- ---------- ----------
Ending Cash Balance $ - $ - $ - $ - $ - $ -
========= ========= ========== ========== ========== ==========
</Table>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Professional fees incurred by the Company were paid directly by a shareholder of
the Company.
See accompanying accountant's report.
The accompanying notes are an integral part of these statements
Landis and Partners
(a development stage enterprise)
Notes to Financial Statements
September 30, 2001, December 31, 2000 and September 30, 2000
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, 2001, December 31, 2000 and
September 30, 2000, the Company had 2,996,000 shares
of common stock, par value $0.001, issued and
outstanding.
NOTE 5 - LEASE COMMITMENTS
The Company currently has no commitments for leases
or contingencies.
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 report contains statements that are forward-looking
statements within the meaning of the federal securities laws.
These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by
words or phrases such as "anticipate," "expect," "intend,"
"plan," "will," "believe" and similar language. These
statements involve known and unknown risks, including those
resulting from economic and market conditions, the regulatory
environment in which we operate, competitive activities, and
other business conditions, and are subject to uncertainties
and assumptions set forth elsewhere in this registration
statement. Our actual results may differ materially from
results anticipated in these forward-looking statements. We
base our forward-looking statements on information currently
available to us, and we assume no obligation to update these
statements.
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
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 14, 2001