-----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, H221E7OswFfrhF5j1KjGaH2DAmRCbOf6jVkr9kvbyY1F0I8iMqaqkS6yRhjuX/mC 0+XJt9T4B1ROlihWnJGWxw== /in/edgar/work/0001116502-00-500039/0001116502-00-500039.txt : 20001107 0001116502-00-500039.hdr.sgml : 20001107 ACCESSION NUMBER: 0001116502-00-500039 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIZAR ENERGY CO CENTRAL INDEX KEY: 0001042463 STANDARD INDUSTRIAL CLASSIFICATION: [1382 ] IRS NUMBER: 841365443 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-24977 FILM NUMBER: 753563 BUSINESS ADDRESS: STREET 1: 2400 E COMMERCIAL BLVD STREET 2: SUITE 1100 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 3039329998 MAIL ADDRESS: STREET 1: 2400 E COMMERCIAL BLVD STREET 2: SUITE 1100 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 10QSB/A 1 0001.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSBA Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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: 0-24977 MIZAR ENERGY COMPANY -------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Colorado 33-0231238 ------------------------- ----------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 2400 E. Commercial Blvd., Suite 221 Ft. Lauderdale, FL 33308 -------------------------------------- (Address of principal executive offices, including zip code) (954) 938-8010 -------------- (Registrant's telephone number, including area code) 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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. YES [X] NO [ ] The number of issued and outstanding shares of the Registrant's Common Stock, $0.001 par value, as of June 30, 2000 was 10,050,000. EXPLANATORY NOTE We are filing this amendment to amend our quarterly report on Form 10-QSB for the six months ended June 30, 2000 to correct certain typographical errors contained in our financial statements, which relate to the shareholder's equity section of our balance sheet dated June 30, 2000. Item 1 of Part 1 is hereby amended and restated as filed herewith. PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 2000 (Unaudited) and December 31, 1999 (Audited).......................................................................................3 - 4 Consolidated Statements of Operations for the Six Months Ended June 30, 2000 and 1999 (Unaudited).........................................................................................5 Consolidated Statements of Changes in Stockholders' Equity for the period from December 11, 1996 (Date of Inception) to June 30, 2000 (Unaudited) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999............................................................................................6 - 7 Notes to Consolidated Financial Statements........................................................................8 - 13
MIZAR ENERGY COMPANY AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS June 30, December 31, 2000 1999 (Unaudited) (Audited) ---------- ---------- Assets Current assets Cash $1,104,550 $ 3,842 Accounts receivable 820 Prepaid expenses 82,756 ---------- ---------- Total current assets 1,188,126 3,842 Fixed assets (net of accumulated depreciation of $ 2,730 and $1,191) 45,661 5,290 Intangible assets net of accumulated amortization of $ 309 and $126) 16,822 2,102 Other assets Deposits 5,470 470 Due from related parties 6,923 (22,892) Investments 169,500 75,000 181,893 52,578 ---------- ---------- $1,432,502 $ 63,812 ========== ========== See notes to financial statements. 3 MIZAR ENERGY COMPANY AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS June 30, December 31, 2000 1999 (Unaudited) (Audited) ----------- ----------- Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 6,748 $ 34,190 Total current liabilities 6,748 34,190 ----------- ----------- Shareholders' equity Common stock no par value, 25,000,000 shares authorized; 10,050,000 shares issued and outstanding 2,292,445 454,159 Deficit accumulation during the development stage (866,691) (424,537) ----------- -------- 1,425,754 29,622 ----------- ----------- $ 1,432,502 $ 63,812 =========== =========== See notes to financial statements. 4 MIZAR ENERGY COMPANY AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS
Since Inception December 11, 1996 through For the period ended June 30, 2000 June 30, 2000 Three month Six month (Unaudited) --------- --------- ---------- Income Sales net of returns $ 1,610 $ 2,555 $ 11,656 Management fees -- 11,778 Interest income 14,798 17,122 17,122 Cost of sales (193) (331) (4,375) --------- --------- --------- Gross profit 16,215 19,346 36,181 Expenses General and administrative expenses 34,865 89,063 214,669 Salaries 81,130 110,726 217,597 Consulting 51,500 160,609 242,176 Professional fees 12,933 27,084 56,674 Marketing and advertising 3,026 17,606 55,937 Loss Web site design 14,610 24,128 49,317 Rent 15,972 30,582 37,425 Impairment of oil and gas properties 17,876 Leasse operating costs 8,162 Depreciation and amortization 1,198 1,722 3,039 --------- --------- --------- 215,234 461,520 902,872 --------- --------- --------- Net loss $(199,019) $(442,174) $(866,691) ========= ========= ========= Earnings per share Net loss per common share $ (0.02) $ (0.04) $ (0.01) --------- --------- ---------
See notes to financial statements. 5 MIZAR ENERGY COMPANY AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM DECEMBER 11, 1996 (DATE OF INCEPTION) TO JUNE 30, 2000 (Unaudited)
Deficit accumulated Common Stock through the Shares Amount Development stage TOTAL ------ ------ ----------------- ----- Issuance of common stock to founders for the period ended December 1996, in exchange for $30,000 in cash 1,400,000 $ 30,000 $ -- $ 30,000 Issuance of common stock according to the private offering in effect, through December 1997 ($ 1 per share) 4,100 4,100 4,100 Net loss for the year (24,278) (24,278) ----------- ----------- ----------- ----------- Balance - December 31, 1997 1,404,100 $ 34,100 $ (24,278) $ 9,822 Issuance of common stock according to the private offering in effect, through December 1998 net of offering cost of $ 15,831. ($1 per share) 26,600 10,769 10,769 Net loss for the year (14,263) (14,263) ----------- ----------- ----------- ----------- Balance - December 31, 1998 1,430,700 $ 44,869 $ (38,541) $ 6,328 Net loss for the year (5,818) (5,818) ----------- ----------- ----------- ----------- Balance - December 31, 1999 (Audited) 1,430,700 $ 44,869 $ (44,359) $ 510 Issuance of shares of common stock in connection with the merger of Ingenu Incorporated and HBOA Com, Inc., on May 24, 2000 8,569,300 2,236,576 (380,178) 1,856,398 ----------- ----------- ----------- ----------- Sub-total 10,000,000 $ 2,281,445 $ (424,537) $ 1,856,908
See notes to financial statements. 6 MIZAR ENERGY COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM DECEMBER 11, 1996 (DATE OF INCEPTION) TO JUNE 30, 2000 (Unaudited)
Deficit accumulated Common Stock through the Shares Amount Development stage TOTAL ------ ------ ----------------- ----- Sub-total 10,000,000 $ 2,281,445 $ (424,537) $ 1,856,908 On June 5, 2000, 50,000 shares of common stock were issued to an office as signing bonus shares 50,000 11,000 11,000 Net loss for the six months ended June 30, 2000 (442,174) (442,174) ---------- ----------- ----------- ----------- Balance - June 30, 2000 (Unaudited) 10,050,000 $ 2,292,445 $ (866,711) $ 1,425,734 ========== =========== =========== ===========
See notes to financial statements. 7 MIZAR ENERGY COMPANY AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS
Since Inception December 11, 1996 For the six through months ended June 30, 2000 June 30, 2000 (Unadited) ------------- -------------- Cash flows from operating activities Net Loss $ (442,174) $ (866,691) ----------- ----------- Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 1,722 3,039 (Increase) decrease in loans to/from affiliates (29,795) (6,923) (Increase) decrease in deposits and advances (5,000) (5,470) (Increase) decrease in accounts receivables (820) (820) (Increase) decrease in prepaid expenses (82,756) (82,756) Increase (decrease) in accounts payable (27,442) 6,748 ----------- ----------- Total adjustments (144,091) (86,182) ----------- ----------- Net cash provided (used) by operating activities (586,265) (952,873) ----------- ----------- Cash flow from investing activities: Cash payments for the purchase of investments (94,500) (169,500) Cash payments for the purchase of property (56,813) (65,522) ----------- ----------- Net cash provided (used) by investing activities (151,313) (235,022) Cash flow from financing activities: Proceeds from issuance of common stock 1,838,286 2,292,445 ----------- ----------- Net cash provided (used) by financing activities 1,838,286 2,292,445 ----------- ----------- Net increase (decrease) in cash and cash equivalents 1,100,708 1,104,550 Cash and cash equivalents, beginning of the period 3,842 -- ----------- ----------- Cash and cash equivalents, end of the period $ 1,104,550 $ 1,104,550 =========== ===========
See notes to financial statements. 8 MIZAR ENERGY COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTER ENDED JUNE 30, 2000 NOTE 1 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 310(b) of Regulation SB. Accordingly, they do not include all of the information and footnote disclosures normally included in complete consolidated financial statements prepared in accordance with generally accepted accounting principles. For further information, such as significant accounting policies followed by the Company, refer to the notes to the Company's audited consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements include all necessary adjustments (consisting of normal, recurring accruals) for a fair presentation of the financial position, results of operations and cash flow for the interim periods presented. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description -------------------- Mizar Energy Company (the Company) was incorporated in the state of Colorado on December 11, 1996, and had no previous operations. From its inception through December 28, 1999, the Company was involved in the business of acquiring, developing and operating oil and gas properties. On December 28, 1999, the Company's founders sold 59% of the Company's issued and outstanding common stock to HBOA.Com., Inc., a District of Columbia corporation. Pursuant to this stock sale, there was a change in the Company's business and management team. The Company will now be focusing on developing the premier Internet portal through which home based business owners obtain the products, services and information necessary to start, expand and profitably run their businesses. On May 24, 2000, Ingenu Incorporated was incorporated under the laws of the state of Florida. Ingenu Incorporated was formed to engage in the business of Internet services. On May 24, 2000, the Company approved the merger of HBOA.Com, Inc. with and into its wholly owned subsidiary, Ingenu Incorporated, which took place May 31, 2000. The surviving corporation retained the name of HBOA.Com, Inc. The Company is considered to be in the development stage and the accompanying financials represent those of a development stage company. 9 MIZAR ENERGY COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTER ENDED JUNE 30, 2000 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Principles of Consolidation --------------------------- The consolidated financial statements of the Company include those accounts of Mizar Energy Company, a development stage company, and HBOA.Com, Inc., a wholly owned subsidiary. All significant intercompany transactions and balances have been eliminated in the consolidation. Cash and Cash Equivalents ------------------------- For purposes of the statement of cash flows, the Company treats all short-term investments with maturities of three months or less at acquisition to be cash equivalents. Use of Estimates ---------------- The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition ------------------- Revenues of HBOA.Com, Inc. are recognized at the time the services are rendered to customers. Services are rendered when the Company's representatives receive the customers' requests and complete the customers' orders. Property and Equipment --------------------- Property and equipment are stated at cost. Depreciation of depreciable assets is computed using the straight-line method of depreciation over the estimated useful lives of the assets. The estimated useful life is 5-10 years. Amortization ------------ Amortization of trademarks and copyrights is determined utilizing the straight-line method based generally on the estimated useful lives of the intangibles as follows: Trademarks 15 years Internet Website 3 years Advertising Costs ----------------- Advertising and marketing costs are expensed as incurred. During the six months ended June 30, 2000, advertising cost expenses totaled $17,606. 10 MIZAR ENERGY COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTER ENDED JUNE 30, 2000 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basic Loss Per Share and Diluted Loss Per Share ----------------------------------------------- In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128), which specifies the computation, presentation and disclosure requirements for earnings per share. SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15 entitled Earnings Per Share. Basic earnings per share are computing by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. The numerator in calculating basic earnings per share is reported net loss. The denominator is based on the following weighted-average number of common shares: Basic 2,858,917 Concentration of Risk ---------------------- Financial instruments that potentially subject the Company to credit risk include cash on deposit with three financial institutions amounting to $1,104,550 at June 30, 2000. Each financial institution insures its depositors for up to $100,000 through the U.S. Federal Deposit Insurance Corporation. NOTE 3 CAPITAL STOCK TRANSACTIONS Common Stock ------------ Authorized 25,000,00 shares of common stock, no par value per share. Issued and outstanding 10,050,000 shares of common stock as of June 30, 2000. On May 24, 2000, 8,569,300 shares of common stock were issued in connection with the merger of Ingenu Incorporated and HBOA.Com, Inc. On June 5, 2000, 50,000 shares of common stock were issued to an officer as signing bonus shares. Preferred Stock --------------- Authorized 10,000,000 shares of preferred stock, no par value per share. None issued as of June 30, 2000. 11 MIZAR ENERGY COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTER ENDED JUNE 30, 2000 NOTE 4 INCOME TAXES At June 30, 2000, the Company had a net operating loss carryforward for income tax purposes of approximately $855,691 available to offset future income taxes, expiring through 2020. NOTE 5 OTHER FINANCING ARRANGEMENTS The Company's subsidiary, HBOA.Com, Inc., with the approval of the board of directors, and under their current contract with Communications Group dated April 19, 1999, granted the option to convert up to 50% of their total current payables for shares of common stock at a price of $1.00 per share with an expiration date on June 30, 2000. At June 30, 2000, a total of 12,000 shares have been exchanged. On November 10, 1999, the Company, with the approval of the board of directors, granted the option to convert 100% of the current loan payable to Dundas Systems, Inc. for shares of common stock at a price of $1.00 per share. At June 30, 2000, 223,149 shares have been exchanged for $223,149 in loans payable. NOTE 6 RELATED PARTY TRANSACTIONS The Company is provided with office space on a rent-free basis from HBOA.Com, Inc. (see Note 7). The Company has receivables/payables from related third party companies at June 30, 2000 as follows: Due from Dundas Systems, Inc. $ 6,923 Such loans occurred during the ordinary course of business, bearing no interest, and due on demand. These loans, in the opinion of management, do not involve more than normal credit risk or other unfavorable areas of concern. NOTE 7 GOING CONCERN The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has no current source of revenue. Without realization of additional capital it would be unlikely for the Company to continue as a going concern. It is Management's plan to seek additional capital through a merger with an existing operating company (see Note 7). 12 MIZAR ENERGY COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTER ENDED JUNE 30, 2000 NOTE 8 MERGER On May 24, 2000 the Company approved the merger of Ingenu Incorporated, a Florida corporation, its wholly owned subsidiary with HBOA.Com, Inc., a Florida corporation. The surviving company was Ingenu Incorporated, and the name of the combined foundation is HBOA.Com, Inc. The combination was accounted for as a pooling of interest under which net assets of both foundations were combined at book value and neither entity recognized a gain or loss. The merger shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended ("the Securities Act"), and under applicable state securities law, and the merger shall qualify as a tax-free reorganization under Section 386(a)(1)(A) of the Internal Revenue Code of 1986, as amended ("the code"). The shareholders of HBOA.Com, Inc. received 8,569,300 shares of Mizar Energy Company common stock in exchange for 100% shares of the Company. After the merger, Mizar Energy Company retained 10,000,000 shares of its common stock. The operations of HBOA.Com, Inc. have been consolidated into Mizar Energy Company. NOTE 9 SUBSEQUENT EVENT On June 8, 2000, the Company entered into an option purchase for $87,500 to acquire 510 shares of Song 1, Inc. for the amount of $262,500, plus shares of common stock of the Company equal in value to the sum of $650,000. The option due date is August 15, 2000. Stock Option ------------ On July 20, 2000, the board of directors approved an employee stock option plan, authorizing up to 800,000 shares of common stock for employees as part of their overall compensation. As of the date of this report, the plan has not been implemented. 13 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized. MIZAR ENERGY COMPANY Date: October 31, 2000 By: /s/ Edward A. Saludes --------------------- Edward A. Saludes Chief Executive Officer and President 14 -----END PRIVACY-ENHANCED MESSAGE-----