United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: December 31, 2004
Commission file no.: 000-29197
UNITED SERVICE ATTENDANTS, INC.
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(Name of Small Business Issuer in its Charter)
Florida 65-0950421
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
4878 Ronson Ct., San Diego, CA 92111
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (858) 243-2615
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
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Securities registered under Section 12(g) of the Act:
None
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(Title of class)
Indicate by Check whether the issuer (1) 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 December 31, 2004, there were 5,650,000 shares of voting stock of the
registrant issued and outstanding.
PART I
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Balance Sheet................................................................F-2
Statement of Operations......................................................F-3
Statement of Stockholders' Equity............................................F-4
Statement of Cash Flows......................................................F-5
Notes to Financial Statement.................................................F-6
F-1
United Service Attendants, Inc.
(A Development Stage Enterprise)
Balance Sheet
December 31, September 30,
2004 2004
---------------- -------------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 10,000 $ 10,000
---------------- -------------------
Total current assets 10,000 10,000
---------------- -------------------
OTHER ASSETS
Goodwill 0 0
---------------- -------------------
Total other assets 0 0
---------------- -------------------
Total Assets $ 10,000 $10,000
================ ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 0 $ 0
Demand promissory note 11,800 11,600
---------------- -------------------
Total current liabilities 11,800 11,600
---------------- -------------------
Total Liabilities 11,800 11,600
---------------- -------------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value, authorized 10,000,000 shares;
0 issued and outstanding 0 0
Common stock, $0.0001 par value, authorized 50,000,000 shares;
5,650,000shares issued and outstanding 565 565
Additional paid-in capital 10,365 10,365
Accumulated deficit (12,730) (12,530)
---------------- -------------------
Total stockholders' equity (1,800) (1,600)
---------------- -------------------
Total Liabilities and Stockholders' Equity $ 10,000 $ 10,000
================ ===================
The accompanying notes are an integral part of the financial statements
F-1
United Service Attendants, Inc.
(A Development Stage Enterprise)
Statement of Operations
(Unaudited)
Three months ended December 31,
2004 2003
----------------- -------------------
REVENUES $ 0 $ 0
COST OF SALES 0 0
----------------- -------------------
GROSS MARGIN 0 0
OPERATING EXPENSES
Salaries 0 0
General and administrative expenses 0 0
Depreciation 0 0
----------------- -------------------
Total expenses 0 0
----------------- -------------------
Loss from operations 0 0
OTHER INCOME (EXPENSE)
Interest expense 200 200
Lawsuit settlement 0 0
----------------- -------------------
Total other income (expense) 200 200
----------------- -------------------
Net loss $ 200 $ 200
================= ===================
Loss per weighted average common share $ (0.01)$ (0.01)
================= ===================
Number of weighted average common shares outstanding
5,650,000 5,650,000
================= ===================
The accompanying notes are an integral part of the financial statements
F-3
United Service Attendants, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the Total
Number of Common Paid-In Development Stockholders'
Shares Stock Capital Stage Equity
-------------- ----------- ------------ -------------- -----------------
BEGINNING BALANCE, May 10, 1994 0 $ 0 $ 0 $ 0 $ 0
Shares issued for services - $0.001/sh. 4,650,000 465 465 0 930
Net loss 0 0 0 (930) (930)
-------------- ----------- ------------ -------------- -----------------
BALANCE, December 31, 1994 4,650,000 465 465 (930) 0
Net loss 0 0 0 0 0
-------------- ----------- ------------ -------------- -----------------
BALANCE, December 31, 1995 4,650,000 465 465 (930) 0
Net loss 0 0 0 0 0
-------------- ----------- ------------ -------------- -----------------
BALANCE, December 31, 1996 4,650,000 465 465 (930) 0
Net loss 0 0 0 0 0
-------------- ----------- ------------ -------------- -----------------
BALANCE, December 31, 1997 4,650,000 465 465 (930) 0
Net loss 0 0 0 0 0
-------------- ----------- ------------ -------------- -----------------
BALANCE, December 31, 1998 4,650,000 465 465 (930) 0
Shares issued for cash - $0.10/sh 1,000,000 100 9,900 0 10,000
Net loss 0 0 0 0 0
-------------- ----------- ------------ -------------- -----------------
BALANCE, December 31, 1999 5,650,000 565 10,365 (930) 10,000
Net loss 0 0 0 (6,650) (6,650)
-------------- ----------- ------------ -------------- -----------------
BALANCE, September 30, 2000 5,650,000 565 10,365 (7,580) 3,350
Net loss 0 0 0 (3,350) (3,350)
-------------- ----------- ------------ -------------- -----------------
BALANCE, September 30, 2001 5,650,000 565 10,365 (10,930) 0
Net loss 0 0 0 0 0
-------------- ----------- ------------ -------------- -----------------
BALANCE, September 30, 2002 5,650,000 565 10,365 (10,930) 0
Net loss 0 0 0 (800) (800)
-------------- ----------- ------------ -------------- -----------------
BALANCE, September 30, 2003 5,650,000 565 10,365 (11,730) (800)
Net loss 0 0 0 (800) (800)
-------------- ----------- ------------ -------------- -----------------
BALANCE, September 30, 2004 5,650,000 565 10,365 (12,530) (1,600)
Net loss 0 0 0 (200) (200)
-------------- ----------- ------------ -------------- -----------------
ENDING BALANCE, December 31, 2004
(unaudited) 5,650,000 $ 565 $ 10,365 $ (12,730)$ (1,800)
============== =========== ============ ============== =================
The accompanying notes are an integral part of the financial statements
F-4
United Service Attendants, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
Three Months Ended December 31,
(Unaudited)
2004 2003
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (200) $ (200)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued for services 0 0
Changes in operating assets and liabilities:
Increase (decrease) in accrued interest 200 200
------------ -------------
Net cash used by operating activities 0 0
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
None 0 0
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Net cash from investment activities 0 0
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0
Proceeds from issuance of demand promissory note 0 0
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Net cash provided by financing activities 0 0
------------ -------------
Net increase (decrease) in cash 0 0
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CASH, beginning of period 10,000 10,000
------------ -------------
CASH, end of period $ 10,000 $ 10,000
============ =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
None $ 0 $ 0
============ =============
Non-Cash Financing Activities:
None $ 0 $ 0
============ =============
The accompanying notes are an integral part of the financial statements
F-5
United Service Attendants, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
(Information with regard to the three months
ended December 31, 2004 and 2003 is unaudited)
(1) Summary of Significant Accounting Principles
The Company United Service Attendants, Inc., (the Company) is a Florida
chartered corporation which conducts business from its headquarters in West
Palm Beach, Florida. The Company was incorporated on May 11, 1994 and had
elected December 31 as its fiscal year end. The Company failed to develop
its original business plan, and abandoned it in December 1994. In October
1999, the Company was reinstated by the State of Florida, and the Company
changed its fiscal year end to September 30. Its then new plan was
abandoned in October 2000. In October 2002, the Company negotiated a
$10,000 loan convertible into common stock of the Company in order to allow
it to resume its second plan, which is to seek out and merge with a viable
private entity. The plan was conducted very informally and without actively
pursuing a candidate, therefore it had virtually non-existent operations
until very late 2004. The following summarize the more significant
accounting and reporting policies and practices of the Company:
a) Use of estimates The financial statements have been prepared in
conformity with generally accepted accounting principles. In preparing the
financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as
of the date of the statements of financial condition and revenues and
expenses for the year then ended. Actual results may differ significantly
from those estimates.
b) Net loss per share Basic loss per weighted average common share is
computed by dividing the net loss by the weighted average number of common
shares outstanding during the period.
c) Stock compensation for services rendered The Company issues shares of
common stock in exchange for services rendered. The costs of the services
are valued according to generally accepted accounting principles and have
been charged to operations.
d) Cash and equivalents The company considers investments with an initial
maturity of three months or less as cash equivalents.
e) Interim financial information The financial statements for the three
months ended December 31, 2004 and 2003, are unaudited and include all
adjustments which in the opinion of management are necessary for fair
presentation, and such adjustments are of a normal and recurring nature.
The results for the three months are not indicative of a full year results.
(2) Stockholders' Equity The Company has authorized 50,000,000 shares of
$0.0001 par value common stock, and 10,000,000 shares of no par value
preferred stock. Rights and privileges of the preferred stock are to be
determined by the Board of Directors prior to issuance. The Company had
5,650,000 shares of common stock issued and outstanding at December 31,
2004. The Company had issued none of its shares of preferred stock at
December 31, 2004.
In May 1994, the Company issued 930 shares of common stock to its founders
for services rendered in connection with the organization of the Company,
valued at $1.00 or $930. In November 1999, The Company completed a 1 for
5,000 forward split of its common stock, resulting in 4,650,000 shares
outstanding. In December 1999, the Company issued 1,000,000 shares of
common stock for $10,000 in cash, or $0.01 per share.
(3) Income Taxes Deferred income taxes (benefits) are provided for certain
income and expenses which are recognized in different periods for tax and
financial reporting purposes. The Company had net operating loss
carry-forwards
F-6
United Service Attendants, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
(3) Income Taxes, continued for income tax purposes of approximately $12,730
expiring beginning December 31, 2009.
The amount recorded as deferred tax asset as of December 31, 2004 is
approximately $1,900 which represents the amount of tax benefit of the loss
carry-forward. The Company has established a 100% valuation allowance
against this deferred tax asset, as the Company has no history of
profitable operations.
(4) Convertible note In October 2002 , the Company issued a promissory demand
note in exchange for $10,000 in cash, to be held in an attorneys trust
account. This note carries a stated interest rate of 8% per annum and has
no stated maturity date. It is convertible into shares of the Company's
common stock at a maximum rate of $0.002 per share, at the option of the
note holders. The Company is accruing $200 per quarter in interest expense.
F-7
Item 2. Management's Discussion and Analysis or Plan of Operation
Results of Operations
The Company had no revenues for the three months ended December 31, 2004
and 2003, respectively.
For the three months ended December 31, 2004 , the Company accrued interest
expense of $200, respectively.
Future expenditure levels are expected to be nominal, generally for the
purpose of maintaining the Company's stockholder records and filing requirements
to comply with the Securities Exchange Act of 1934 and for initiating the
Company's current business plan, as discussed previously.
The Company does not expect to generate any meaningful revenue or incur
operating expenses for purposes other than fulfilling the obligations of a
reporting company under The Securities Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.
Liquidity and Capital Resources
At December 31, 2004 and 2003, respectively, the Company had a working
capital deficit of approximately $1,800 and $1,000.
It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, there is no legal obligation for either
management or significant stockholders to provide additional future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative sources. Consequently, there is substantial doubt about the
Company's ability to continue as a going concern.
The Company's need for capital may change dramatically as a result of the
implementation of its current business plan.
Regardless of whether the Company's cash assets prove to be inadequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
9
Net Operating Losses
The Company has net operating loss carry-forwards of $12,700, expiring
beginning December 31, 2009. Until the Company's current operations begin to
produce earnings, it is unclear whether the Company can utilize such
carry-forwards.
Plan of Operation
If the Company is unable to generate sufficient revenue from operations to
implement its expansion plans, management intends to explore all available
alternatives for debt and/or equity financing, including but not limited to
private and public securities offerings.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior
to the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's
President, Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, the Company's President, Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective. There have been no significant
10
changes in the Company's internal controls or in other factors, which could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in Company
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act is accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer as appropriate, to allow timely
decisions regarding required disclosure.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending December 31, 2004,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None
11
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
- ----------------------------------------------------------------------
31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
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* Filed herewith.
SIGNATURES
In accord with Section 13 or 15(d) of the Securities Act of 1933, as
amended, the Company caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
UNITED SERVICE ATTENDANTS, INC.
January 14, 2005 By: /s/Roger E. Pawson
---------------------------
Roger E. Pawson
Chief Executive Officer,
Chief Financial Officer
In accordance with the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the date as indicated.
January 14, 2005 By: /s/Roger E. Pawson
---------------------------
Roger E. Pawson
Chief Executive Officer,
Chief Financial Officer
12