-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K7YEjDv6oxKxufxhLLVZnANA800hTIC8NJ1n0pKx15BcNGE+e1BvNgOXFuyx1ZVD 3m35HtkX1VMXSVYRjRBIfw== 0001096296-00-000001.txt : 20000224 0001096296-00-000001.hdr.sgml : 20000224 ACCESSION NUMBER: 0001096296-00-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 20000223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR ON CALL INC CENTRAL INDEX KEY: 0001096296 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 770517966 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-27739 FILM NUMBER: 551376 BUSINESS ADDRESS: STREET 1: 9160 E. DEER TRAIL CITY: TUCSAN STATE: AZ ZIP: 85710 BUSINESS PHONE: 5205771516 MAIL ADDRESS: STREET 1: 11300 W. OLYMPIC BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90064 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly period ended September 30, 1999. 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 No. 0-27739 MENTOR ON CALL, INC. - ----------------------------------------------------------------- (Name of Small Business Issuer in its Charter) Nevada, U.S.A. 77-0517966 (State or other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) 11300 W. Olympic Blvd., Suite 800, Los Angeles, California 90064 (Address of principal executive offices) (604) 688-6306 (Issuer's telephone number) PSM CORP. 9160 East Deer Trail, Tucson, Arizona 85710 (Former name, former address and former fiscal year, if changed since last report) Check whether the registrant (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 September 30, 1999: 1,000,000 shares of Common Stock, $0.001 par value, were issued and outstanding. Transitional Small Business Disclosure Format (check one): YES [ ] NO [X] TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT Part I. Financial Information - ------- Item 1. Financial Statements (unaudited) Item 2. Managements Discussion and Analysis or Plan of Operation Part II. Other Information - -------- Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security holders Item 5. Other Information Item 6. Exhibits and reports on form 8-K SIGNATURES PART I ITEM 1. FINANCIAL STATEMENTS PSM CORP. (formerly K.A.S.H. Capitol Inc.) (A Development Stage Company) BALANCE SHEETS September 30, December 31, 1999 1998 ---------- ---------- Assets $ - $ - ---------- ---------- Liabilities Accounts Payable $ - $ 200 Shareholders' Equity Common Stock, Par Value $.001 Authorized 100,000,000 shares Issued 1,000,000 shares as of September 30, 1999, and December 31, 1998 1,000 1,000 Paid-In Capital 485 - Retained Deficit (1,200) (1,200) Deficit Accumulated During the Development State (285) - Total Stockholders' Equity - (200) ---------- ---------- Total Liabilities and Shareholders' Equity - - ========== ========== The accompanying notes are an integral part of these financial statements.
PSM CORP. (formerly K.A.S.H. Capitol Inc.) (A Development Stage Company) STATEMENTS OF OPERATIONS For the Nine For the Cumulative months ended year ended since inception September 30, December 31, of development 1999 1998 stage ---------- ---------- ---------- Revenues $ - $ - $ - Expenses 285 100 285 Net Loss $ (285) $ (100) $ (285) ---------- ---------- ---------- Basic & Diluted loss per share $ - $ - $ - ========== ========== ========== The accompanying notes are an integral part of these financial statements.
PSM CORP. (Formerly K.A.S.H. Capitol, Inc.) (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND FOR THE YEAR ENDED DECEMBER 31, 1998 Deficit Accumulated Common Stock During ------------------- Paid-In Retained Development Shares Par Value Capital Deficit Stage Balance at October 22, 1996 (Inception) $ - $ - $ - $ - $ - November 12, 1996 Issuance of stock for services and payment of accounts payable 1,000 1,000 - - - New Loss - - - (1,000) - Balance at December 31, 1996 as originally reported 1,000 1,000 - (1,000) - Retroactive adjustment for 1,000 to 1 stock split on May 6, 1999 999,000 - - - - Restated balance January 1, 1997 1,000,000 1,000 - (1,000) - Net Loss - - - (100) - Balance at December 31, 1997 1,000,000 1,000 - (1,100) - Net Loss - - - (100) - Balance at December 31, 1998 1,000,000 1,000 - (1,200) - Capital contributed by shareholder 485 - - - - Net Loss - - - - (285) Balance at September 30, 1999 1,000,000 1,000 485 (1,200) (285) The accompanying notes are an integral part of these financial statements.
PSM CORP. (formerly K.A.S.H. Capitol Inc.) (A Development Stage Company) STATEMENT OF CASH FLOWS For the Nine For the Cumulative months ended year ended since inception September 30, December 31, of development 1999 1998 stage ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(285) $(100) $(285) Increase (Decrease) in Accounts Payable (200) 100 (200) Net Cash Used in operating activities (485) - (485) CASH FLOWS FROM INVESTING ACTIVITIES: Net Cash provided by Investing activities - - - CASH FLOWS FROM FINANCING ACTIVITIES: Capital contributed By shareholder 485 - 485 Net Cash provided by Financing activities 485 - 485 Net (Decrease) in Cash and Cash Equivalents - - - Cash and Cash Equivalents At Beginning of Period - - - Cash and Cash Equivalents At End of Period $ - $ - $ - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ - $ - $ - Franchise and income taxes $ 250 $ - $ 250 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None The accompanying notes are an integral part of these financial statements.
PSM CORP. (Formerly K.A.S.H. Capitol, Inc.) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND FOR THE YEAR ENDED DECEMBER 31, 1998 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for PSM Corp. (formerly K.A.S.H. Capitol, Inc.) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Organization and Basis of Presentation The Company was incorporated under the laws of the State of Nevada on October 22, 1996. The Company ceased all operating activities during the period from October 22, 1996 to July 9, 1999 and was considered dormant. On July 9, 1999, the Company obtained a Certificate of Renewal from the State of Nevada. Since July 9, 1999, the Company is in the development stage, and has not commenced planned principal operations. Nature of Business The Company has no products or services as of September 30, 1999. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles required 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. Loss per Share The reconciliations of the numerators and denominators of the basic loss per share computations are as follows: Per-Share Income Shares (Numerator) (Denominator) Amount For the nine months ended September 30, 1999: Basic Loss per Share Loss to common shareholders $ (285) 1,000,000 $ - For the year ended December 31, 1998: Basic Loss per Share Loss to common shareholders $ (100) 1,000,000 $ - The effect of outstanding common stock equivalents would be anti- dilutive for September 30, 1999 and December 31, 1998 and are thus not considered. NOTE 2 - INCOME TAXES As of September 30, 1999, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $1,000 that may be offset against future taxable income through 2011. Current tax laws limit the amount of loss available to be offset against future income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income will be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. NOTE 3 - DEVELOPMENT STAGE COMPANY The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. NOTE 4 - COMMITMENTS As of September 30, 1999, all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the Company for the use of these facilities and there are no commitments for future use of the facilitates. NOTE 5 - STOCK SPLIT On May 6, 1999 the Board of Directors authorized a 1,000 to 1 stock split, changed the authorized number of shares to 100,000,000 shares and the par value to $.001 for the Company's common stock. As a result of the split, 999,000 shares were issued. All references in the accompanying financial statements to the number of common shares and per-share amounts for 1998 have been restated to reflect the stock split. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company was inactive from 1996 to July 1999, and since that time has been seeking a merger or acquisition candidate. For the nine months ended September 30, 1999, there is essentially no difference from the nine months ended September 30, 1998. During the fourth quarter (on October 20), the Company filed its Form 10-SB, which became effective on December 19, 1999, such that the Company is now a reporting company under Section 12(g). The Company reviewed several candidates during the fourth quarter, but no candidate was located until January 2000. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE ITEM 2. CHANGES IN SECURITIES NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NONE ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K NONE SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MENTOR ON CALL, INC. Date: February 18, 2000 /s/ James N. Rodgers James N. Rodgers, President, CEO and Chairman Date: February 18, 2000 /s/ Edwin W. Austin Edwin W. Austin CFO, COO and Director EX-27 2
5 9-MOS DEC-31-1999 SEP-30-1999 0 0 0 0 0 0 0 0 0 0 0 0 0 1000 485 0 0 0 0 0 285 0 0 (285) 0 0 0 0 0 (285) (0.0) (0.0)
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