UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Quarter ended December 31, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period ______________ to ________________ Commission file number 000-30947 POWER FLUIDS, INC. ------------------ (Exact name of Small Business Company in its charter) FLORIDA 59-3461879 ------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 10125 W. Colonial Dr., Suite 212, Ocoee, Florida 34761 - ------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's Telephone number, including area code: (407) 822-3664 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding twelve months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to file such filing requirements for the past thirty days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: 4,050,500 Shares of Common Stock ($.001 par value) (Title of Class) Transitional Small Business Disclosure Format (check one): Yes No x POWER FLUIDS, INC. TABLE OF CONTENTS PART I: Financial Information ITEM 1 Financial statements ITEM 2 Management's discussion and analysis of financial condition and results of operations PART I: Financial Information ITEM 1 Financial statements Power Fluids, Inc. (A Development Stage Company) Balance Sheet December 31, 2000 ASSETS December 31, ------ 2000 -------- Current assets: Cash $ 15 -------- Total current assets 15 -------- $ 15 ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Total current liabilities $ -- -------- Stockholders' equity: Common stock, $.001 par value, 50,000,000 shares authorized, 4,050,500 shares issued and outstanding 4,050 Additional paid-in capital 12,250 (Deficit) accumulated during development stage (16,285) -------- 15 -------- $ 15 ======== See accompanying notes to financial statements. Power Fluids, Inc. (A Development Stage Company) Statements of Operations Six Months Ended December 31, 2000 and 1999 and For the Period From Inception (August 19, 1997) to December 31, 2000 Inception Six Months Ended To December 31, December 31, December 31, 2000 1999 2000 ----------- ----------- ----------- Operating expenses 1,800 338 16,285 ----------- ----------- ----------- Net (loss) $ (1,800) $ (338) $ (16,285) =========== =========== =========== Per share information: Basic (loss) per common share $ (0.00) $ (0.00) $ (0.00) =========== =========== =========== Weighted average shares outstanding 4,050,500 4,050,000 4,331,684 =========== =========== =========== See accompanying notes to financial statements. Power Fluids, Inc. (A Development Stage Company) Statements of Cash Flows Six Months Ended December 31, 2000 and 1999 and For the Period From Inception (August 19, 1997) to December 31, 2000 Inception Six Months Ended To December 31, December 31, December 31, 2000 1999 2000 -------- -------- -------- Net income (loss) $ (1,800) $ (338) $(16,285) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Expenses paid by officer as capital contribution 1,650 300 5,950 Amortization 90 8 150 Change in assets and liabilities: Increase (decrease) in cash overdraft -- (5) -- -------- -------- -------- Total adjustments 1,740 303 6,100 Net cash (used in) operating activities (60) (35) (10,185) Cash flows from financing activities: Cash contributed by officer -- 100 100 Common stock sold for cash -- -- 10,100 -------- -------- -------- Net cash provided by (used in) financing activities -- 100 10,200 -------- -------- -------- Increase (decrease) in cash (60) 65 15 Cash and cash equivalents, beginning of period 75 -- -- -------- -------- -------- Cash and cash equivalents, end of period $ 15 $ 65 $ 15 ======== ======== ======== See accompanying notes to financial statements. Power Fluids, Inc. Notes to Financial Statements Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions incorporated in Regulation 10-SB of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying financial statements should be read in conjunction with the Company's financial statements for the year ended June 30, 2000. Basic loss per share was computed using the weighted average number of common shares outstanding. During the six months ended December 31, 2000, an officer of the Company contributed an aggregate of $150 to the Company for management services and office expenses. This amount has been accounted for as a contribution of capital to the Company. Additionally, the officer paid an aggregate of $1350 in professional fees in behalf of the Company which has been accounted for as an additional capital contribution. PART II: Other Information Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. The Company remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or stockholder's equity. Results of Operations During the six month period ending December 31, 2000, the Company has engaged in no significant operations. No revenues were received by the Company during this period. Need for Additional Financing The Company will require additional capital in order to meet its cash needs for the next year, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, to the extent that additional funds are required, the Company anticipates receiving such funds in the form of advancements from current shareholders without issuance of additional shares or other securities, or through the private placement of restricted securities rather than through a public offering. The Company does not currently contemplate making a Regulation S offering. PART II OTHER INFORMATION Item 1. Legal Proceedings. There are no pending legal proceedings, and the Company is not aware of any threatened legal proceedings, to which the Company is a party or to which its property is subject. Item 2. Changes in Securities. There have been no material modifications in any of the instruments defining the rights of the holders of any of the Company's registered securities. None of the rights evidenced by any class of the Company's registered securities have been materially limited or qualified by the issuance or modification of any other class of the company's securities. Item 3. Defaults Upon Senior Securities. Not applicable. 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 No exhibits as set forth in Regulation SB, are considered necessary for this filing. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter for which this report is filed. Signature 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. Date: February 1, 2001 /s/ Joseph Camillo ------------------- Joseph Camillo, Secretary