-----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, J1eZKlmps+8hVSbilNTaCpMCYjtXM2xIs/AR+LAFHrlZQwhwumTHgH4UUEOWoppq QtIG89Ro9sHhd08pbYI3MA== 0000939802-04-000749.txt : 20040922 0000939802-04-000749.hdr.sgml : 20040922 20040921175745 ACCESSION NUMBER: 0000939802-04-000749 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20040922 DATE AS OF CHANGE: 20040921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONE FIELD MANAGEMENT CO CENTRAL INDEX KEY: 0001101922 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 860970014 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29147 FILM NUMBER: 041040014 BUSINESS ADDRESS: STREET 1: 167 E. MOUNTAIN PEAK DR. CITY: DRAPER STATE: UT ZIP: 84020 BUSINESS PHONE: 801-787-8514 MAIL ADDRESS: STREET 1: 167 E. MOUNTAIN PEAK DR. CITY: DRAPER STATE: UT ZIP: 84020 10QSB 1 form10qsb093001.txt UNITED STATES 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: SEPTEMBER 30, 2001 ------------------------------------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to ------------------------------ -------------------------- Commission file number 0-29147 ------------------------------------------------------ Stone Field Management Company ------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Wyoming 86-0970014 - -------------------------------------------------------------------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 167 E. Mountain Peak Dr., Draper, Utah 84020 ----------------------------------------------------------------------- (Address of principal executive offices) (801) 787-8514 Issuer's telephone number (Former name, former address and former fiscal year, if changed since last report.) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the registrant 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 practical date: April 19, 2004 1,000,000 - -------------------------------------------------- Transitional Small Business Disclosure Format (check one). Yes ; No X ---- ----- PART I ITEM 1. FINANCIAL STATEMENTS STONE FIELD MANAGEMENT COMPANY (A Development Stage Company) BALANCE SHEETS (Unaudited)
September 30, December 31, 2001 2000 ------------------ ------------------ Assets: $ - $ - ================== ================== Liabilities - Accounts Payable $ 68 $ - ------------------ ------------------ Stockholders' Equity: Common Stock, Par value $.001 Authorized 100,000,000 shares, Issued 1,000,000 Shares at September 30, 2001 and December 31, 2000 1,000 1,000 Paid-In Capital 3,588 3,587 Retained Deficit (1,050) (1,050) Deficit Accumulated During the Development Stage (3,606) (3,537) ------------------ ------------------ Total Stockholders' Equity (68) - ------------------ ------------------ Total Liabilities and Stockholders' Equity $ - $ - ================== ==================
See accompanying notes. STONE FIELD MANAGEMENT COMPANY (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited)
Cumulative since October 20, 1999 Inception For the three months ended For the nine months ended of September 30, September 30, development ------------------------------------- ------------------------------------- 2001 2000 2001 2000 stage ------------------ ----------------- ----------------- ------------------ ------------------ Revenues: $ - $ - $ - $ - $ - Expenses: - - 69 3,537 3,606 ------------------ ----------------- ----------------- ------------------ ------------------ Net Loss $ - $ - $ (69) $ (3,537) $ (3,606) ================== ================= ================= ================== ================== Basic & Diluted loss per share $ - $ - $ - $ - ================== ================= ================= ==================
See accompanying notes. STONE FIELD MANAGEMENT COMPANY (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)
Cumulative since October 20, 1999 For the nine months ended Inception of September 30, Development ------------------------------------- 2001 2000 Stage ----------------- ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (69) $ (3,537) $ (3,606) Increase (Decrease) in Accounts Payable 69 - 68 ----------------- ------------------ ------------------ Net Cash Used in operating activities - (3,537) (3,538) ----------------- ------------------ ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by investing activities - - - ----------------- ------------------ ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Capital contributed by shareholder 1 3,537 3,538 ----------------- ------------------ ------------------ Net Cash Provided by Financing Activities 1 3,537 3,538 ----------------- ------------------ ------------------ Net (Decrease) Increase 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 $ - $ - $ 25 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
See accompanying notes. STONE FIELD MANAGEMENT COMPANY (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for Stone Field Management Company (a development stage company) 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. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates the Company as a going concern. However, the Company has sustained substantial operating losses in recent years and has used substantial amounts of working capital in its operations. Realization of the assets reflected on the accompanying balance sheet is dependent upon continued operations of the Company which, in turn, is dependent upon the Company's ability to meet its financing requirements and succeed in its future operations. Management believes that actions presently being taken to revise the Company's operating and financial requirements provide them with the opportunity for the Company to continue as a going concern. Interim Reporting The unaudited financial statements as of September 30, 2001 and for the three and nine month period then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years. Organization and Basis of Presentation The Company was incorporated under the laws of the State of Wyoming on June 19, 1997. The Company ceased all operating activities during the period from June 19, 1997 to October 20, 1999 and was considered dormant. Since October 20, 1999, the Company is in the development stage, and has not commenced planned principal operations. STONE FIELD MANAGEMENT COMPANY (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Continued) (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Nature of Business The Company has no products or services as of September 30, 2001. 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. Loss per Share The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:
Per-Share Income Shares Amount ------ ------ ------ (Numerator) (Denominator) For the three months ended September 30, 2001 BASIC LOSS PER SHARE Loss to common shareholders $ - 1,000,000 $ - ================== =================== ================== For the three months ended September 30, 2000 BASIC LOSS PER SHARE Loss to common shareholders $ - 1,000,000 $ - ================== =================== ================== For the nine months ended September 30, 2001 BASIC LOSS PER SHARE Loss to common shareholders $ (69) 1,000,000 $ - ================== =================== ================== For the nine months ended September 30, 2000 BASIC LOSS PER SHARE Loss to common shareholders $ (3,537) 1,000,000 $ - ================== =================== ==================
The effect of outstanding common stock equivalents would be anti-dilutive for September 30, 2001 and 2000 and are thus not considered. STONE FIELD MANAGEMENT COMPANY (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE Nine MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Continued) (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. NOTE 2 - INCOME TAXES As of September 30, 2001, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $4,600 that may be offset against future taxable income through 2021. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may 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. STONE FIELD MANAGEMENT COMPANY (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Continued) (Unaudited) NOTE 4 - COMMITMENTS As of September 30, 2001 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 facilities. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This Quarterly Report contains certain 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, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to continue its expansion strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward- looking statements included herein, the inclusion of such information should not be regarded as a presentation by the Company or any other person that the objectives and plans of the Company will be achieved. As used herein the term "Company" refers to Stone Field Management Company, a Wyoming corporation and its predecessors, unless the context indicates otherwise. The Company is currently a shell company whose purpose is to acquire operations through an acquisition or merger or to begin its own start-up business. The Company is in the process of attempting to identify and acquire a favorable business opportunity. The Company has reviewed and evaluated a number of business ventures for possible acquisition or participation by the Company. The Company has not entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction as of the date of this filing. The Company continues to investigate, review, and evaluate business opportunities as they become available and will seek to acquire or become engaged in business opportunities at such time as specific opportunities warrant. PLAN OF OPERATIONS The Company had no sales or sales revenues for the three months ended September 30, 2001 or 2000 because it is a shell company that has not had any business operations for the past three years. The Company had no costs of sales revenues for the three months ended September 30, 2001 or 2000 because it is a shell company that has not had any business operations for the past three years. The Company had general and administrative expenses of $0 for the three month period ended September 30, 2001 and $0 for the same period in 2000. CAPITAL RESOURCES AND LIQUIDITY At September 30, 2001, the Company had total current assets of $0 and total assets of $0 as compared to $0 current assets and $0 total assets at December 31, 2000. The Company had a net working capital deficit of $68 at September 30, 2001 and $-0- at December 31, 2000. Net stockholders' deficit in the Company was $68 as of September 30, 2001 and $-0- at December 31, 2000. ITEM 3. CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this Quarterly Report on Form 10-QSB, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary to evaluate whether: (i) this Quarterly Report on Form 10-QSB contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report on Form 10-QSB, and (ii) the financial statements, and other financial information included in this Quarterly Report on Form 10-QSB, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-QSB. There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None/Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS None/Not Applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS The following documents are filed herewith or have been included as exhibits to previous filings with the Commission and are incorporated herein by this reference: Exhibit No. Exhibit *3 Articles of Incorporation *3.2 Bylaws *3.1 Amended Articles of Incorporation 31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the period covered by this Form 10-KSB. * Incorporated herein by reference from Registrant's Form 10SB12G, Registration Statement, dated January 6, 2000. 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, this 19th day of April, 2004. Stone Field Management Company /s/ B. Stephen Bailey B. Stephen Bailey President/CFO and Director April 19, 2004 EX-31 2 form10qsb093001ex31.txt EXHIBIT 31 SECTION 302 CERTIFICATIONS I, B. Stephen Bailey, certify that: 1. I have reviewed this quarterly report on form 10-QSB of Stone Field Management Company 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared. b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: April 19, 2004 /s/ B. Stephen Bailey B. Stephen Bailey President (Principal Executive & Accounting Officer) EX-32 3 form10qsb093001ex32.txt EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Stone Field Management Company, on Form 10- QSB for the period ending September 30, 2001 as filed with the Securities and Exchange Commission on the date hereof (the "REPORT"), the undersigned, B. Stephen Bailey, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: 1. The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: April 19, 2004 /s/ B. Stephen Bailey B. Stephen Bailey President (Principal Executive & Accounting Officer) A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----