SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-26953
BACH-HAUSER, INC.
(Exact name of Registrant as specified in its Charter)
Nevada 88-0390697
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1561 Highway 3, Cayuga, Ontario N0A 1E0
(Address of principal executive offices)
(905) 772-5738
(Registrant's telephone number)
(Former Name, Former Address and Former Fiscal Year, if changed since last
Report)
Check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
-- ---
As of November 4, 2002, 32,556,013 shares of the issuer's common stock were
outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
CONTENTS
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PAGE
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BALANCE SHEETS 1
STATEMENTS OF OPERATIONS 2
STATEMENT OF STOCKHOLDERS' EQUITY 3
STATEMENTS OF CASH FLOWS 4
NOTES TO FINANCIAL STATEMENTS 5-7
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2002
ASSETS
September 30
2002
------------
$
OTHER ASSETS:
Intangible assets 4,500
TOTAL ASSETS 4,500
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued liabilities
8,000
Officers advances 1,075
9,075
SHAREHOLDERS' EQUITY
Common stock: $.001
par value; 250,000,000
shares authorized; 24,706,013 24,706
shares isssued and outstanding
Additional paid-in capital 18,806,889
Deficit accumulated (18,836,170)
during development stage
TOTAL STOCKHOLDERS' EQUITY (4,575)
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 4,500
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE NINE MONTH PERIOD ENDING
SEPTEMBER 30, 2002 (WITH COMPARATIVE NUMBERS FOR
THE NINE MONTH PERIOD ENDING SEPTEMBER 30, 2001)
FOR THE NINE MONTHS FOR THE THREE MONTH FOR THE PERIOD
ENDING, PERIOD ENDING, OCT. 10, 1995
September 30 September 30 (INCEPTION) TO
2002 2001 2002 2001 SEPT. 30, 2002
---- ---- ------- ------ ---------------
$ $ $ $ $
REVENUE - - - - -
EXPENSES
General, selling and 340,850 206,300 21,850 192,550 18,836,170
administrative expenses
Loss before income taxes (340,850) (206,300) 21,850) (192,550) (18,836,170)
Provision for income taxes - - - - -
Loss after income taxes (340,850) (206,300) (21,850) (192,550) (18,836,170)
NET LOSS PER COMMON SHARE -
- BASIC AND DILUTED (0.02) (0.02) (0.00) (0.02)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC AND DILUTED 21,027,625 9,787,172 23,928,839 10,429,906
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM DECEMBER 31, 1995 TO SEPTEMBER 30, 2002
DEFICIT
ACCUMULATED
ADDITIONAL DURING
PAID IN DEVELOPMENT
COMMON STOCK CAPITAL STAGE TOTAL
---------------- ---------- ------------ -----
SHARES $ $ $ $
Balance at December 31, 1995 30,000,000 6,000 - (6,000) -
Net income - - - - -
Balance at December 31, 1996 30,000,000 6,000 - (6,000) -
Net income - - - - -
Balance at December 31, 1997 30,000,000 6,000 - (6,000) -
Net loss - - - (1,075) (1,075)
Balance at December 31, 1998 30,000,000 6,000 - (7,075) (1,075)
Stock issued for intangibles 9,000,000 4,500 - - 4,500
Net income - - - - -
Balance at December 31, 1999 39,000,000 10,500 - (7,075) 3,425
Adjustment to par value - 28,500 (28,500) - -
Issuance of shares for 200,000 200 55,800 - 56,000
services, May 1
Issuance of shares for 200,000 200 74,800 - 75,000
services, May 10
Issuance of shares for 1,050,000 1,050 282,450 - 283,500
services, Sept. 1
Issuance of shares for 800,000 800 347,200 - 348,000
services, Sept. 12
Issuance of shares for 16,000,000 16,000 7,824,000 - 7,840,000
services, Sept. 15
Issuance of shares for 600,000 600 210,000 - 210,600
services, Sept. 27
Issuance of shares for 2,800,000 2,800 1,033,200 - 1,036,000
services, Oct. 2
Issuance of shares for 13,240,000 13,240 5,084,160 - 5,097,400
services, Oct. 18
Issuance of shares for 2,200,000 2,200 547,800 - 550,000
services, Nov. 6
Issuance of shares for 16,770,000 16,770 2,582,580 - 2,599,350
services, Nov. 17
Issuance of shares for 800,000 800 39,200 - 40,000
services, Dec. 15
Issuance of shares for 800,000 800 35,200 - 36,000
services, Dec. 18
Expenses paid by shareholder - - 6,095 - 6,095
Net loss - - - (18,177,945) (18,177,945)
Balance at December 31, 2000 94,460,000 94,460 18,093,985 (18,185,020) 3,425
Issuance of shares for 250,000 250 13,000 - 13,250
services, Jan. 2
Issuance of shares for 400,000 400 19,600 - 20,000
services, Aug. 24
Issuance of shares for 2,015,000 2,015 139,035 - 141,050
services, Aug. 28
Issuance of shares for 500,000 500 29,500 - 30,000
services, Sept. 20
Expenses paid by shareholder - - 500 - 500
Adjustment for 1 to 10 reverse (85,238,987) (85,239) 85,239 - -
split
Issuance of shares for 200,000 200 9,800 - 10,000
services, Oct. 24
Issuance of shares for 2,300,000 2,300 89,700 - 92,000
services, Oct. 31
Net loss (310,300) (310,300)
Balance at December 31, 2001 14,886,013 14,886 18,480,359 (18,495,320) (75)
Issuance of shares for 4,720,000 4,720 231,280 - 236,000
services, Jan. 31 (Unaudited)
Net loss (Unaudited) (237,500) (237,500)
Balance at March 31, 2002 19,606,013 19,606 18,711,639 (18,732,820) (1,575)
(Unaudited)
Issuance of shares for 4,000,000 4,000 76,000 - 80,000
services, May 29 (Unaudited)
Net loss (Unaudited) (81,500) (81,500)
Balance at June 30, 2002 23,606,013 23,606 18,787,639 (18,814,320) (3,075)
(Unaudited)
Issuance of shares for 1,100,000 1,100 19,250 - 20,350
services, Sept. 4 (Unaudited)
Net loss (Unaudited)
Balance at Sept. 30, 2002 24,706,013 24,706 18,806,889 (18,814,320) (4,575)
(Unaudited)
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDING
SEPTEMBER 30, 2002 (WITH COMPARATIVE NUMBERS FOR THE
NINE MONTH PERIOD ENDING SEPTEMBER 30, 2001) (UNAUDITED)
FOR THE NINE MONTH PERIOD FOR THE PERIOD
ENDING, FROM
September 30 September 30 OCT. 10,1995(INCEPTION)
2002 2001 TO SEPTEMBER 30, 2002
------------ ------------ -----------------------
$ $ $
CASH FLOW FROM OPERATING
ACTIVITIES:
Net loss (340,850) (206,300) (18,836,170)
Common stock issued for 336,350 204,300 18,814,500
services
Expenses paid by shareholder 0 500 6,595
Increases in advances and 4,500 1,500 9,075
accrued liabilities payable
Net cash used in - - (6,000)
operating activities
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES:
Issuance of common stock for - - 6,000
cash
NET CHANGE IN CASH AND CASH - - -
EQUIVALENTS
CASH AND CASH EQUIVALENTS:
- beginning of period - - -
CASH AND CASH EQUIVALENTS:
- end of period - - -
SUPPLEMENTAL CASH FLOW
INFORMATION:
Cash paid during the period
Interest paid - - -
Income taxes paid - - -
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Bach-hauser, Inc.(the "Company") is currently a development-stage Company under
the provisions of the Financial Accounting Standards Board ("FASB")Statement of
Financial Accounting Standards ("SFAS") NO. 7. The Company was incorporated
under the laws of the state of Nevada on October 10, 1995.
INTERIM FINANCIAL INFORMATION
The accompanying unaudited interim financial statements have been prepared by
the Company, in accordance with generally accepted accounting principles
pursuant to Regulation S-B of the Securities and Exchanges Commission. Certain
information and footnote disclosures normally included in audited financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.
Accordingly, these interim financial statements should be read in conjunction
with the Company's financial statements and related notes as contained in Form
10-KSB for the year ended December 31,2001. In the opinion of management, the
interim financial statements reflect all adjustments, including normal
recurring adjustments, necessary for fair presentation of the interim periods
presented. The results of operations for the nine months ended September 30,
2002 are notnecessarily indicative of results of operations to be expected for
the full year.
NOTE 2 - SUBSEQUENT EVENTS
On October 2, 2002, the Company issued 7,700,000 Common Shares(5,300,000 free
trading to consultants and 2,400,000 restricted to Directors) for work
performed on the Company's behalf. These shares were issued at $.02 per share.
On October 25, 2002, the Company approved an Agreement and Plan of Exchange
whereby the Company will issue 2,400,000 Common Shares for the purchase of all
the outstanding shares of Plan "B"Productions of Utah, Inc., a private Utah
company.
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
During the past fiscal quarter, the Company has conducted no
significant business and has had no revenues. The Company's
operations and expenses have been financed primarily by issuing
shares of common stock for expenses and services. The management
of the Company is developing a business plan for future business
activities that will focus upon raising adequate capital in order
to pursue a new business opportunity or an acquisition of an
existing business operation.
Management has been discussing several alternatives for raising
capital, but no specific plans have been made as yet. Nor are
there any specific plans for business opportunities or
acquisitions. As soon as Management has a specific plan for a
business opportunity or an acquisition, an appropriate
announcement will be made to shareholders.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
As of August 31, 2002, Messrs. Terrence Rodriguez and Russell J.
Heaton have been appointed as members of the board of directors.
Effective as of September 12, 2002, Ms Fern Hill resigned as a
member of the board of directors and as an officer of the
company. The remaining board members did not immediately fill
the vacancy created by her resignation. Mr. Peter Preston will
assume her duties as secretary and treasurer until a replacement
is appointed by the Board of Directors.
Subsequent Events
On October 25, 2002, Bach-Hauser, Inc. entered into an Agreement
and Plan of Exchange with Plan B Productions of Utah, Inc. ("Plan
B"). Pursuant to the terms of the Agreement, Bach-Hauser will
acquire 100% of the outstanding shares of Plan B in exchange for
2,400,000 shares of restricted common stock. Plan B will transfer
all or substantially all the rights, titles and interests to Bach-
Hauser, Inc. The Agreement has been filed as an exhibit to this
report.
On November 1, 2002, Bach-Hauser, Inc. entered into an Agreement
with Frontline Group Incorporated. The term of the Agreement is
to be 12 months. Frontline would provide Bach-Hauser with
investor relations services in consideration for 1,500,000 shares
of the Company's restricted stock and a monthly payment of
approximately US$6,420.13 ($10,000 CDN).
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Our Chief Executive Officer and Chief Financial Officer
(collectively the "Certifying Officers") maintain a system of
disclosure controls and procedures that is designed to provide
reasonable assurance that information, which is required to be
disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management,
the Certifying Officers evaluated the effectiveness of the design
and operation of its disclosure controls and procedures (as
defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act)
within 90 days prior to the filing date of this report. Based
upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely
alerting them to material information relation to our company
required to be disclosed in our periodic filings with the SEC.
(b) Changes in internal controls
The Certifying Officers also have indicated that there were no
significant changes in the Company's internal controls or other
factors that could significantly affect such controls subsequent
to the date of their evaluation, and there were no corrective
actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal
proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities.
There were no shares of stock issued during the period ended
September 30, 2002, which were not registered with the Securities
and Exchange Commission.
On October 2, 2002, Bach-Hauser issued 2,400,000 shares to the
Directors for services rendered on behalf of the Company. These
shares were issued reliance upon Section 4(2) of the Securities
Act of 1933, as amended.
On December 8, 2000, Bach-Hauser, Inc. entered into a licensing
and software agreement with Aegis International, whereby Bach-
Hauser would acquire a license for the technology and certain
rights to a software program in exchange for 150,000 shares of
its common stock. On February 14, 2001, Aegis International
informed Bach-Hauser of its desire to cancel such agreement.
Therefore the shares, which were issued pursuant to the
Agreement, were to have been canceled. The letter canceling the
Agreement has been filed as an exhibit to this filing. On
October 1, 2002, the Company placed a stop transfer order on the
stock until it can cancel the stock certificate.
In general, under Rule 144 adopted pursuant to the Securities Act
of 1933, a person (or persons whose shares are aggregated) who
has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of
shares which does not exceed the greater of one percent of the
then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
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
2.1 Agreement and Plan of Exchange with Plan B Productions of
Utah, Inc. (Incorporated by reference to Exhibit 2.1 as
attached to the Company Form 8-K, filed on November 15,
2002)
3.1 The exhibits, consisting of the Company's Articles of
Incorporation are attached to the Company's amended Form 10-
SB, filed on August 13, 1999. These exhibits are
incorporated by reference to that Form.
3.2 The exhibits, consisting of the Company's Bylaws are
attached to the Company's amended Form 10-SB, filed on
August 13, 1999. These exhibits are incorporated by
reference to that Form.
10.1 Cancellation of Licensing Agreement with Aegis
International, Inc. (Incorporated by reference to Exhibit
10.1 as attached to the Company's quarterly report on Form
10-QSB for the period ended June 30, 2002, filed on
September 12, 2002.)
99.1 Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
99.2 Certification of CEO/CFO pursuant to the Securities Exchange
Act of 1934, Rules 13a-14 and 15d-14 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Reports on Form 8-K:
On October 7, 2002, the Company filed a report on Form 8-K
regarding the resignation of Fern Hill as an officer and
director. The report also included a disclosure regarding Peter
Preston's assumption of her duties as secretary and treasurer
until the Board of Directors appoints a replacement(s).
Ion November 15, 2002, the Company filed a report on Form 8-K
regarding the acquisition of Plan B Productions of Utah, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: November 15, 2002
BACH-HAUSER, INC.
By: /s/ Peter Preston
Peter Preston
President
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
the Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 2002, fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
that information contained in such Quarterly Report fairly
presents in all material respects the financial condition and
results of operations of Bach-Hauser, Inc.
Date: November 15, 2002 By: /s/ Peter Preston
Name: Peter Preston
Title: Chief Executive Officer and
Chief Financial Officer
CERTIFICATE PURSUANT TO
THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter Preston, Chief Executive Officer/Chief Financial Officer
of Bach-Hauser, Inc., certify that:
(1) I have reviewed the report on Form 10-QSB of Bach-
Hauser, Inc.;
(2) Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the
statements made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this quarterly report;
(3) Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash
flows of the registrant as of, and for, the periods
presented in this quarterly report;
Dated: November 15, 2002
/s/ Peter Preston
Peter Preston
Chief Executive Officer and
Chief Financial Officer