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
JUNE 30, 2002.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to ___________________
Commission File Number: 000-26953
BACH-HAUSER, INC.
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(Exact name of Registrant as specified in its Charter)
Nevada 88-0390697
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1561 Highway 3, Cayuga, Ontario N0A 1E0
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(Address of principal executive offices)
(905) 772-5738
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(Registrant's telephone number)
1221 W. Pacific Coast Hwy., #329, Newport Beach, CA 92663
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(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
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As of September 9, 2002, 24,856,013 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)
BALANCE SHEET
JUNE 30, 2002
(UNAUDITED)
June 30
2002
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ASSETS $
OTHER ASSETS:
Intangible assets 4,500
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TOTAL ASSETS 4,500
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued liabilities 6,500
Officers advances 1,075
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7,575
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SHAREHOLDERS' EQUITY
Common stock: $.001 par value;
250,000,000 shares authorized;
23,606,013 shares isssued and outstanding 23,606
Additional paid-in capital 18,787,639
Deficit accumulated during development stage (18,814,320)
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TOTAL STOCKHOLDERS' EQUITY (3,075)
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,500
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( THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
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BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTH PERIOD ENDING JUNE 30, 2002
(WITH COMPARATIVE NUMBERS FOR THE SIX MONTH PERIOD ENDING JUNE 30, 2001)
(UNAUDITED)
FOR THE SIX MONTHS ENDING, FOR THE THREE MONTHS ENDING FOR THE PERIOD FROM
OCT. 10, 1995
June 30 June 30 June 30 June 30 (INCEPTION)
2002 2001 2002 2001 TO JUNE 30, 2002
------------- -------------- -------------- --------------- -----------------
$ $ $ $ $
REVENUE - - - - -
------------- -------------- -------------- --------------- -----------------
EXPENSES
General, selling and
administrative expenses 319,000 13,750 81,500 0 18,814,320
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Loss before income taxes (319,000) (13,750) (81,500) 0 (18,814,320)
Provision for income taxes - - - - -
------------- -------------- -------------- --------------- -----------------
Loss after income taxes (319,000) (13,750) (81,500) 0 (18,814,320)
============= ============== ============== =============== =================
NET LOSS PER COMMON SHARE -
- BASIC AND DILUTED (0.02) (0.00) (0.00) 0.00
============= ============== ============== ===============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC AND DILUTED 19,552,974 9,471,000 21,056,562 9,471,000
============= ============== ============== ===============
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
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BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM DECEMBER 31, 1995 TO JUNE 30, 2002
DEFICIT
ACCUMULATED
ADDITIONAL DURING
PAID IN DEVELOPMENT
COMMON STOCK CAPITAL STAGE TOTAL
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SHARES $ $ $ $
Balance at December 31, 1995 30,000,000 6,000 - (6,000) -
Net income - - - - -
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Balance at December 31, 1996 30,000,000 6,000 - (6,000) -
Net income - - - - -
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Balance at December 31, 1997 30,000,000 6,000 - (6,000) -
Net loss - - - (1,075) (1,075)
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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 - - - - -
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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 services, May 1 200,000 200 55,800 - 56,000
Issuance of shares for services, May 10 200,000 200 74,800 - 75,000
Issuance of shares for services, Sept. 1 1,050,000 1,050 282,450 - 283,500
Issuance of shares for services, Sept. 12 800,000 800 347,200 - 348,000
Issuance of shares for services, Sept. 15 16,000,000 16,000 7,824,000 - 7,840,000
Issuance of shares for services, Sept. 27 600,000 600 210,000 - 210,600
Issuance of shares for services, Oct. 2 2,800,000 2,800 1,033,200 - 1,036,000
Issuance of shares for services, Oct. 18 13,240,000 13,240 5,084,160 - 5,097,400
Issuance of shares for services, Nov. 6 2,200,000 2,200 547,800 - 550,000
Issuance of shares for services, Nov. 17 16,770,000 16,770 2,582,580 - 2,599,350
Issuance of shares for services, Dec. 15 800,000 800 39,200 - 40,000
Issuance of shares for services, Dec. 18 800,000 800 35,200 - 36,000
Expenses paid by shareholder - - 6,095 - 6,095
Net loss - - - (18,177,945) (18,177,945)
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Balance at December 31, 2000 94,460,000 94,460 18,093,985 (18,185,020) 3,425
Issuance of shares for services, Jan. 2 250,000 250 13,000 - 13,250
Issuance of shares for services, Aug. 24 400,000 400 19,600 - 20,000
Issuance of shares for services, Aug. 28 2,015,000 2,015 139,035 - 141,050
Issuance of shares for services, Sept. 20 500,000 500 29,500 - 30,000
Expenses paid by shareholder - - 500 - 500
Adjustment for 1 to 10 reverse split (85,238,987) (85,239) 85,239 - -
Issuance of shares for services, Oct. 24 200,000 200 9,800 - 10,000
Issuance of shares for services, Oct. 31 2,300,000 2,300 89,700 - 92,000
Net loss (310,300) (310,300)
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Balance at December 31, 2001 14,886,013 14,886 18,480,359 (18,495,320) (75)
Issuance of shares for services, Jan. 31 4,720,000 4,720 231,280 - 236,000
Net loss (237,500) (237,500)
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Balance at March 31, 2002 19,606,013 19,606 18,711,639 (18,732,820) (1,575)
Issuance of shares for services, May 29 4,000,000 4,000 76,000 - 80,000
Net loss (81,500) (81,500)
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Balance at June 30, 2002 23,606,013 23,606 18,787,639 (18,814,320) (3,075)
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(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
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BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDING JUNE 30, 2002
(WITH COMPARATIVE NUMBERS FOR THE SIX MONTH PERIOD ENDING JUNE 30, 2001)
(UNAUDITED)
FOR THE SIX MONTH PERIOD ENDING, FOR THE PERIOD FROM
June 30 June 30 OCT. 10, 1995(INCEPTION)
2002 2001 TO JUNE 30, 2002
---------------- ----------------- --------------------
$ $ $
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss (319,000) (13,750) (18,814,320)
Common stock issued for services 316,000 13,250 18,794,150
Expenses paid by shareholder 0 500 6,595
Increases in advances and accrued
liabilities payable 3,000 - 7,575
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Net cash used in operating activities - - (6,000)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock for cash - - 6,000
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NET CHANGE IN CASH AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS:
- beginning of period - - -
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CASH AND CASH EQUIVALENTS:
- end of period - - -
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SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period
Interest paid - - -
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Income taxes paid - - -
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(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
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BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 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
six months ended June 30, 2002 are not necessarily indicative of results of
operations to be expected for the full year.
NOTE 2 -SUBSEQUENT EVENT
On September 4, 2002 a further 1,100,000 common shares of Bach-Hauser, Inc. was
issued ( at $.02) to parties for work performed on the Company's behalf.
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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.
On May 3, 2002, Clayton Kass has resigned as a member of the Board of Directors
and as an officer 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.
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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 June 30, 2002,
which were not registered with the Securities and Exchange Commission.
On December 8, 2000, Bach-Hauser, Inc. entered into a licensing and software
agreement with Aegiss 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, Aegiss 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.
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
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 Aegiss International, Inc.
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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: September 11, 2002
BACH-HAUSER, INC.
By:
/s/ Peter Preston
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President
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