U.S. 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 Quarterly Period Ended March 31, 2005
INTELLISERVICES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 000-50948
Delaware 20-1584731
(State or Incorporation) (I.R.S. Employer Id. No.)
5620 Paseo del Norte
Suite 127-501
Carlsbad, CA 92008
(Address of principal executive offices including Zip Code)
(951) 587-3853
(Issuer's telephone number)
Indicate by check mark whether IntelliServices, Inc. (ISI) (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that ISI was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether ISI is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
As of May 14, 2005, ISI had 5,000,000 shares of its common stock issued and
outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
INTELLISERVICES, INC.
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
March 31, September 8,
2004 2004
-------- --------
ASSETS
CURRENT ASSETS
Cash $ -- $ --
-------- --------
TOTAL CURRENT ASSETS -- --
-------- --------
TOTAL ASSETS $ -- $ --
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
TOTAL LIABILITIES $ -- $ --
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock ($.0001 par value, 50,000,000
shares authorized; 5,000,000 shares issued and
outstanding as of September 8, 2004) 500 500
Paid-in capital -- --
Deficit accumulated during development stage (500) (500)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) -- --
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ --
======== ========
See Notes to Financial Statements
1
INTELLISERVICES, INC.
(A Development Stage Company)
Statements of Operations
- --------------------------------------------------------------------------------
Three Months Seven Months
Ended Ended
March 31, March 31,
2005 2005
----------- -----------
REVENUES
Revenues $ -- $ --
----------- -----------
TOTAL REVENUES -- --
GENERAL & ADMINISTRATIVE EXPENSES -- 500
----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES -- 500
----------- -----------
NET LOSS $ -- $ (500)
=========== ===========
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,000,000 5,000,000
=========== ===========
See Notes to Financial Statements
2
INTELLISERVICES, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From September 1, 2004 (inception) through March 31, 2004
- --------------------------------------------------------------------------------
Common Additional
Common Stock Paid-in Accumulated
Stock Amount Capital Deficit Total
----- ------ ------- ----- -----
As of September 1, 2004
(inception) -- $ -- $ -- $ -- $ --
Stock issued for services
rendered on Sept. 1, 2004
at $0.0001 per share 5,000,000 500 500
--------- ---- ---- ----- ----
Net loss, September 8, 2004 (500) (500)
Net loss, March 31, 2005 -- --
--------- ---- ---- ----- ----
BALANCE, MARCH 31, 2005 5,000,000 $500 $ -- $ (500) $ --
========= ==== ==== ======= =======
See Notes to Financial Statements
3
INTELLISERVICES, INC.
(A Development Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
Three Months Seven Months
Ended Ended
Mar 31, 2005 Mar 31, 2005
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ -- $ (500)
Common stock issued for services -- 500
--------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES -- --
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES -- --
--------- ---------
NET INCREASE (DECREASE) IN CASH -- --
CASH AT BEGINNING OF PERIOD -- --
--------- ---------
CASH AT END OF PERIOD $ -- $ --
========= =========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Interest paid $ -- $ --
========= =========
Income taxes paid $ -- $ --
========= =========
See Notes to Financial Statements
4
INTELLISERVICES, INC.
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 2005
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
IntelliServices, Inc. (the Company) was incorporated under the laws of the State
of Delaware on September 1, 2004 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 September 8, 2004, the Company had
not commenced any formal business operations. Therefore, all the activities to
date relate to the Company's organization. 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, debt securities, bank borrowings or a combination
thereof.
On September 1, 2004, the Company issued 5,000,000 shares of its $0.0001 par
value common stock for services rendered at a value $.0001 per share.
As of March 31, 2005 the Company had 5,000,000 shares of common stock
outstanding.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting
The financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are recorded as
earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a June 30, year-end.
b. Use of Estimates
The preparation of 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. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. Actual results could
differ from those estimates.
c. Cash Equivalents
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
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INTELLISERVICES, INC.
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 2005
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
d. Basic Earnings per Share
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective September 1, 2004 (inception).
Basic net loss per share amounts are computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
e. Income Taxes
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company generated net losses of $500 during the period from September 1,
2004 (inception) to September 8, 2004. This condition raises substantial doubt
about the Company's ability to continue as a going concern. Management plans to
raise additional funds through debt or equity offerings. There is no guarantee
that the Company will be able to raise any capital through any type of
offerings.
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INTELLISERVICES, INC.
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 2005
NOTE 5. INCOME TAXES
As of March 31, 2005
--------------------
Deferred tax assets:
Net operating tax carryforwards $ 75
Other 0
------
Gross deferred tax assets 75
Valuation allowance (75)
------
Net deferred tax assets $ 0
======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 6. SCHEDULE OF NET OPERATING LOSSES
2004-05 Net Operating Loss (seven months) (500)
------
Net Operating Loss $ (500)
======
As of March 31, 2005, the Company has a net operating loss carryforward of
approximately $500, which will expire 20 years from the date the loss was
incurred.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the
financial statements and the notes thereto.
RESULTS OF OPERATIONS
Seven months ended March 31, 2005 compared to the period from September 1,
2004 (inception) through September 30, 2004:
Since inception, the Company has not commenced any formal business
operations and has had no net income whatsoever including no net income for the
three months ended March 31, 2005. All activities during the quarter have been
devoted toward identifying business combination opportunities. Net loss for the
period from September 1, 2004 (inception) through September 30, 2004 resulted
from expenses for organization costs.
REVENUES:
Since inception, the Company has had no revenues whatsoever including no
revenues for the three months ended March 31, 2005.
OPERATING EXPENSES:
Since inception, the Company has had no operating expenses other than the
expenses associated with its initial organization on September 1, 2004. These
organizational costs totaled $500 and were incurred prior to September 8, 2004.
No organizational or other expenses were incurred during the quarter ended March
31, 2005.
FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
The Company had no assets or liabilities as of March 31, 2005.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not the subject of any legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
There have been no changes or modifications in the Company's securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There has been no default upon senior securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders during the
quarterly period covered by this report.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB filed on September 21, 2004 and
incorporated herein by reference.
3.2 Bylaws filed as an exhibit to the Company's registration statement on
Form 10-SB filed on September 21, 2004 and incorporated herein by
reference.
3.3 Specimen Stock Certificate filed as an exhibit to the Company's
registration statement on Form 10-SB filed on September 21, 2004 and
incorporated herein by reference.
10.1 Agreement with Intelliserve, Inc. filed as an exhibit to the Company's
registration statement on Form 10-SB filed on September 21, 2004 and
incorporated herein by reference.
10.2 Shareholder's Agreement regarding sale of Shareholder's shares filed
as an exhibit to the Company's registration statement on Form 10-SB
filed on September 21, 2004 and incorporated herein by reference.
31.1 CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of
2002
31.1 CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of
2002
32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
(b) 8-K Reports
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
IntelliServices, Inc., the registrant, has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: May 15, 2005
INTELLISERVICES, INC.
By: /s/ Timothy P. Beck
----------------------------------------
Timothy P. Beck, Chief Financial Officer
Mr. Beck is the sole officer and director and principal financial officer of
Intelliservices, Inc. and has been duly authorized to sign on its behalf.
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