-----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, OSAAMmiGEkAjTVN3jQmJZfHCVG1cYMvPV97Oe34TZhGIYRnckAinz2QVVhzlZq+f ZpO5cu9s3Cls+Rq893Md2g== 0001013993-99-000009.txt : 19990115 0001013993-99-000009.hdr.sgml : 19990115 ACCESSION NUMBER: 0001013993-99-000009 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981130 FILED AS OF DATE: 19990114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNBURST ACQUISITIONS III INC CENTRAL INDEX KEY: 0001046120 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841432001 STATE OF INCORPORATION: CO FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23559 FILM NUMBER: 99505995 BUSINESS ADDRESS: STREET 1: 4807 S ZANG WAY CITY: MORRISON STATE: CO ZIP: 80465 BUSINESS PHONE: 3039792404 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) X...Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 1998. ....Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from _________ to _________. Commission File No: __000-23559__ SUNBURST ACQUISITIONS III, INC. --------------------------------------- (Name of small business in its charter) Colorado 84-14320001 - ---------------------- ----------------------- (State or other (IRS Employer Id. No.) jurisdiction of Incorporation) 4807 South Zang Way Morrison, Colorado 80465 - ------------------------------------------------------------------- (Address of Principal Office) Zip Code Issuer's telephone number: (303) 979-2404 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 _____ Applicable only to issuers involved in bankruptcy proceedings during the past five years Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes _____ No _____ Applicable only to corporate issuers State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. At 11/30/98 the following shares of common were outstanding: Preferred Stock, no par value, 80,000 shares; Common Stock, no par value, 2,035,000 shares. Transitional Small Business Disclosure Format (Check one): Yes _____ No __X__ PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS (a) The unaudited financial statements of registrant for the three months ended November 30, 1998, follow. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. SUNBURST ACQUISITIONS III, INC. (A Development Stage Company) FINANCIAL STATEMENTS Quarter Ended November 30, 1998 (Unaudited) CONTENTS Accountants' report 1 Balance Sheet 2 Statements of Loss and Accumulated Deficit 3 Statements of Cash Flows 4 Notes to Financial Statements 5 The Board of Directors and Stockholder of Sunburst Acquisitions III, Inc. The accompanying balance sheet of the Sunburst Acquisitions III, Inc. (a development stage company) as of November 30, 1998, and the related statements of loss and accumulated deficit and cash flows for the period then ended were not audited by us and according we do not express an opinion on them. Denver, Colorado January 11, 1999 COMISKEY & COMPANY PROFESSIONAL CORPORATION 1 Sunburst Acquisitions III, Inc. (A Development Stage Company) BALANCE SHEET November 30, 1998 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 419 Accounts receivable - related party 103 --------- Total current assets 522 OTHER ASSETS: Organizational costs (net of amortization) 225 --------- Total other assets 225 --------- TOTAL ASSETS $ 747 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 110 Accounts payable - related party 1,430 --------- Total current liabilities 1,540 --------- STOCKHOLDERS' EQUITY Preferred stock, no par value 20,000,000 shares authorized; 80,000 shares issued and outstanding 8,000 Common stock, no par value; 100,000,000 shares authorized; 2,035,000 shares issued and outstanding 4,935 Additional paid-in capital 750 Deficit accumulated during the development stage (14,478) --------- Total stockholders' equity (793) --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 747 =========
The accompanying notes are an integral part of the financial statements. 2 Sunburst Acquisitions III, Inc. (A Development Stage Company) STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (Unaudited) For the period from inception For the three For the three (August 27, months ended months ended 1997)to November November November 30, 1998 30, 1998 30, 1997 --------------- ------------- ------------ REVENUES $ - $ - $ - --------------- ------------- ------------ EXPENSES Legal Fees 5,073 1,905 2,200 General Office 508 - 15 Consulting fees 4,935 - - Professional fees 2,117 - 1,000 Amortization 75 15 15 Transfer agent 913 168 - Taxes and licenses 107 - - Rent 750 150 150 -------------- ------------- ------------ Total expense 14,478 2,238 3,380 -------------- ------------- ------------ NET LOSS (14,478) (2,238) (3,380) Accumulated deficit Balance, Beginning of period - (12,240) (1,935) -------------- ------------- ------------ Balance, End of period $ (14,478) $ (14,478) $ (5,315) ============== ============= ============ NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) ============== ============= ============ WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING 2,123,043 2,195,000 2,095,000 ============== ============= ============
The accompanying notes are an integral part of the financial statements. 3 Sunburst Acquisitions III, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the period from inception (August 27, For the three For the three 1997) to months ended months ended November 30, November 30, November 30, 1998 1998 1997 --------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (14,478) $ (2,238) $ (3,380) Adjustments to reconcile net loss to net cash used by operating activities: Amortization expense 75 15 15 Rent expense 750 150 150 Stock issued for consulting fees 4,935 - - Decrease in prepaid expenses - 474 - Increase in accounts receivable (103) - - Increase (decrease) in accounts payable 110 (385) - Increase in accounts payable - related party 1,430 1,430 - -------------- ------------- ------------- Net cash used by operating activities (7,281) (554) (3,215) CASH FLOWS FROM INVESTING ACTIVITIES Increase in organization costs (300) - (300) -------------- ------------- ------------- Net cash used by investing activities (300) - (300) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of preferred stock 8,000 - - -------------- ------------- ------------- Net cash provided financing activities 8,000 - - -------------- ------------- ------------- Net increase (decrease) in cash and cash equivalents 419 (554) (3,515) CASH AND CASH EQUIVALENTS, Beginning of Period - 973 8,000 -------------- ------------- ------------- CASH AND CASH EQUIVALENTS, End of Period $ 419 $ 419 $ 4,485 ============== ============= =============
The accompanying notes are an integral part of the financial statements. 4 Sunburst Acquisitions III, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS November 30, 1998 (Unaudited) 1. Management's Representation of Interim Financial Information ------------------------------------------------------------ The accompanying financial statements have been prepared by Sunburst Acquisitions III, Inc. without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments which, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at August 31, 1998. 5 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. Liquidity and Capital Resources The Company remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or stockholder's equity other than the receipt of net proceeds in the amount of $8,000 from its inside capitalization funds. Consequently, the Company's balance sheet for the period ending November 30, 1998, reflects a current asset value of $419 and a total asset value of $522, primarily in the form of cash. The Company's business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. The Company has very limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity. The Company will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire. Results of Operations During the period from August 27, 1998 (inception) through November 30, 1998, the Company has engaged in no significant operations other than organizational activities, acquisition of capital and preparation for registration of its securities under the Securities Exchange Act of 1934, as amended. No revenues were received by the Company during this period. For the current fiscal year, the Company anticipates incurring a loss as a result of organizational expenses, expenses associated with registration under the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business. For the quarters ended November 30, 1998 and 1997, the Company showed net losses of $2,238 and $3,380, respectively. The decrease in loss is due primarily to the timing differences related to expenses incurred in relation to reporting requirements, and general and administrative expenses. Need for Additional Financing The Company believes that its existing capital will be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, for a period of approximately one year. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Irrespective 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. Consideration of year 2000 effects relevant to the Company Year 2000 issues are not currently material to the Company's business, operations or financial condition, and the Company does not currently anticipate that it will incur any material expenses to remediate Year 2000 issues it may encounter. However, Year 2000 issues may become material to the Company following its completion of a business combination transaction. In that event, the Company will be required to adopt a plan and a budget for addressing such issues. PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE There have been no reports on Form 8-K for the quarter ending November 30, 1998. 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. SUNBURST ACQUISITIONS III, INC. (Registrant) Date: January 13, 1998 /s/ Michael R. Quinn, Secretary/Treasurer EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER ENDED November 30, 1998. 3-MOS Aug-31-1999 Nov-30-1998 419 0 103 0 0 522 0 0 747 1540 0 0 8000 4935 (13728) 747 0 0 0 2238 0 0 0 (2238) 0 0 0 0 0 (2238) (.001) (.001)
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