SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 000-32101
Harbortown Corp.
(Exact name of registrant as specified in its charter)
Delaware 58-2502341
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 310, 1000 Abernathy Road NE, Atlanta, Georgia 30328
(Address of principal executive offices (zip code))
770/481-7205
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 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 No X The Registrant has been subject to the
filing requirements of the Securities
Act of 1934 for less than 90 days.
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at December 31, 2000
Common Stock, par value $0.0001 2,650,000
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ITEM 1. FINANCIAL STATEMENTS
Harbortown Corp.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
December 31, 2000
(Unaudited)
ASSETS
Cash $ 12
TOTAL ASSETS $ 12
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, none issued and outstanding --
Common Stock, $.0001 par value, 100 million shares
authorized, 2,650,000 issued and outstanding 265
Accumulated deficit during developmental stage (518)
Total Stockholders' Equity 12
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Harbortown Corp. (a development stage
company)(the "Company") was incorporated in Delaware on
November 4, 1999 to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private
business. As of December 31, 2000 the Company had not yet
commenced any formal business operations, and all activity
to date relates to the Company's formation and proposed
fund raising. The Company's fiscal year end is September 30.
The Company's ability to commence operations is contingent
upon its ability to identify a prospective target business
and raise the capital it will require through the issuance
of equity securities, debt securities, bank borrowings or
a combination thereof.
The unaudited financial statements and notes are presented
as permitted by Form 10-QSB. Accordingly, certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles may have been omitted.
B. Use of Estimates
The preparation of the financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of
preferred stock at $.000l par value, with such
designations, voting and other rights and preferences as
may be determined from time to time by the Board of
Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of
common stock at $.000l par value.
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NOTE 3 - RELATED PARTIES
Current legal counsel to the Company is a firm of which the
sole director and controlling shareholder of the Company is
a partner.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company
files with the Securities and Exchange Commission periodic and
episodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports Form 10-KSB. As
a reporting company under the Exchange Act, the Company may register
additional securities on Form S-8 (provided that it is then in
compliance with the reporting requirements of the Exchange Act) and
on Form S-3 (provided that is has during the prior 12 month period
timely filed all reports required under the Exchange Act), and its
class of common stock registered under the Exchange Act may be
traded in the United States securities markets provided that the
Company is then in compliance with applicable laws, rules and
regulations, including compliance with its reporting requirements
under the Exchange Act.
The Company was formed to engage in a merger with or
acquisition of an unidentified foreign or domestic private company
which desires to become a reporting ("public") company whose
securities are qualified for trading in the United States secondary
market. The Company meets the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as
amended.
Management believes that there are perceived benefits to being
a reporting company with a class of publicly-traded securities which
may be attractive to foreign and domestic private companies.
These benefits are commonly thought to include (1) the ability
to use registered securities to make acquisition of assets or
businesses; (2) increased visibility in the financial community; (3)
the facilitation of borrowing from financial institutions; (4)
improved trading efficiency; (5) shareholder liquidity; (6) greater
ease in subsequently raising capital; (7) compensation of key
employees through options for stock for which there is a public
market; (8) enhanced corporate image; and, (9) a presence in the
United States capital market.
A private company which may be interested in a business
combination with the Company may include (1) a company for which a
primary purpose of becoming public is the use of its securities for
the acquisition of assets or businesses; (2) a company which is
unable to find an underwriter of its securities or is unable to find
an underwriter of securities on terms acceptable to it; (3) a
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company which wishes to become public with less dilution of its
common stock than would occur normally upon an underwriting; (4) a
company which believes that it will be able obtain investment
capital on more favorable terms after it has become public; (5) a
foreign company which may wish an initial entry into the United
States securities market; (6) a special situation company, such as a
company seeking a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan; and, (7) a company
seeking one or more of the other benefits believed to attach to a
public company.
Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety
of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which
private company, if any, the Company will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
As of December 31, 2000, management had not made any final
decision concerning or entered into any agreements for a business
combination. See "SUBSEQUENT EVENTS". When any such agreement is
reached or other material fact occurs, the Company will file notice
of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-QSB are
advised to see if the Company has subsequently filed a Form 8-K.
The current shareholders of the Company have agreed not to sell
or otherwise transfer any of their common stock of the Company
except in connection with a business combination.
The Company does not intend to trade its securities in the
secondary market until completion of a business combination. It is
anticipated that immediately following such occurrence the Company
will cause its common stock to be listed or admitted to quotation on
the NASD OTC Bulletin Board or, if it then meets the financial and
other requirements thereof, on the Nasdaq SmallCap Market, National
Market System or regional or national exchange.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the
Company is unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 4
-- Certificate of Incorporation filed as an exhibit to
the Company's registration statement on Form 10-SB (File
No. 000-32101) filed on December 8, 2000 which is
incorporated herein by reference.
-- By-Laws filed as an exhibit to the Company's
registration statement on Form 10-SB (File No. 000-32101)
filed on December 8, 2000 which is incorporated herein
by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during
the quarter ended December 31, 2000.
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.
Harbortown Corp.
By: /s/ Gilbert H. Davis
Gilbert H. Davis, President
Dated: February 14, 2001
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