10QSB 1 fighton10qsb.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB SEC File No: 33-14982-LA [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ___________ FIGHTON SUCCESSION CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 33-0897453 -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 19900 MacArthur Boulevard, Suite 660, Irvine, California 92612 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (949) 851-9800 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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. [ X ] Yes [ ] No 1 State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: 5,000,000 Shares as of the date of this report. Transitional Small Business Disclosure Format (check one): [ ] Yes [ X ] No 2 (TABLE) (CAPTION) FIGHTON SUCCESSION CORPORATION Form 10-QSB for the Quarter ended March 31, 2001
Table of Contents Page ---- PART 1 - ITEM 2...................................................................................................8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR FIGHTON SUCCESSION CORPORATION.............................................8 CAUTION REGARDING FORWARD-LOOKING INFORMATION................................................................8 OVERVIEW OF THE COMPANY......................................................................................8 PART II - OTHER INFORMATION.......................................................................................9 ITEM 1 - LEGAL PROCEEDINGS...................................................................................9 ITEM 2 - CHANGES IN SECURITY................................................................................10 ITEM 3 - DEFAULTS ON SENIOR SECURITIES......................................................................10 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................10 ITEM 5 - OTHER INFORMATION..................................................................................10 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...................................................................10 SIGNATURE...............................................................................................11
3 PART 1 - FINANCIAL INFORMATION
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET ASSETS ------ March 31, 2001 December 31, 2000 (Unaudited) TOTAL ASSETS $ -- $ -- ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ LIABILITIES $ -- $ -- STOCKHOLDERS' EQUITY Common Stock, no par value, 50,000,000 shares authorized, 5,000,000 issued and outstanding 2,000 2,000 Additional paid-in capital 358 358 Deficit accumulated during (2,358) (2,358) ------ ------ development stage Total Stockholders' Equity -- -- ------ ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ -- ====== ======
The accompanying notes to financial statements. 4
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS For the Period from For the Period from For the Three February 17, 2000 February 17, 2000 Months Ended (inception) to March (inception) to March 31, 2001 31, 2000 March 31, 2001 (Unaudited) (Unaudited) (Unaudited) Income $ -- $ -- $ -- Expenses Professional fees -- 750 $ 1,930 Bank charges -- -- 70 Organization expenses -- 358 358 ----------- ----------- ----------- Total expenses -- 1,108 2,358 ----------- ----------- ----------- NET LOSS $ -- $ (1,108) $ (2,358) =========== =========== =========== LOSS PER SHARE - BASIC AND DILUTED $ -- $ -- $ -- =========== =========== =========== WEIGHTED AVERAGE SHARES - BASIC AND DILUTED 5,000,000 5,000,000 5,000,000 =========== =========== ===========
The accompanying notes to financial statements. 5
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD FROM FEBRUARY 17, 2000 (INCEPTION) TO MARCH 31, 2001 DEFICIT ACCUMULATED COMMON STOCK ADDITIONAL DURING ISSUED PAID-IN DEVELOPMENT SHARES AMOUNT CAPITAL STAGE TOTAL --------- --------- --------- --------- --------- Common Stock Issuance 5,000,000 $ 2,000 $ -- $ -- $ 2,000 Fair value of contributed services -- -- 358 -- 358 Net loss for the period ended December 31, 2000 -- -- -- (2,358) (2,358) --------- --------- --------- --------- --------- Balance as of December 31, 2000 5,000,000 2,000 358 (2,358) -- --------- --------- --------- --------- --------- BALANCE March 31, 2001: 5,000,000 $ 2,000 $ 358 $ (2,358) $ -- ========= ========= ========= ========= =========
The accompanying notes to financial statements. 6
FIGHTON SUCCESSION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS For the Period from For the Period from For the Three February 17, 2000 February 17, 2000 Months Ended (inception) to March (inception) to March 31, 2001 31, 2000 March 31, 2001 (Unaudited) (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $-- $(1,108) $(2,358) Adjustment to reconcile net loss to net cash used by operating activities Increase in accounts payable -- 750 -- Contributed Services -- 358 358 ------- ------- ------- Net cash used by operating activities -- -- $(2,000) ------- ------- ------- CASH FLOWS FROM INVESTING -- -- -- ACTIVITIES ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock -- 2,000 2,000 ------- ------- ------- Net cash provided by financing activities -- 2,000 2,000 ------- ------- ------- INCREASE IN CASH AND CASH EQUIVALENTS -- 2,000 -- ------- ------- ------- CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -- -- -- CASH AND CASH EQUIVALENTS - END OF PERIOD $-- $ 2,000 $ -- ======= ======= =======
The accompanying notes to financial statements. 7 PART 1 - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR FIGHTON SUCCESSION CORPORATION. The following discussion of the financial conditions and results of operations of the Company should be read in conjunction with the financial statements, including notes thereto, for the Company. CAUTION REGARDING FORWARD-LOOKING INFORMATION --------------------------------------------- This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks or uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumption prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. OVERVIEW OF THE COMPANY ----------------------- Fighton Succession Corporation (the "Company") was incorporated under the laws of the State of California on February 17, 2000. The Company was formed to engage in any lawful corporate undertaking, including, without limitation, mergers and acquisitions, which meet the Company's selected criteria. The Company has been in the developmental stage since inception and has no operations to date other than issuing shares to its original shareholder. Results of Operations As of the date of this Report, the Company is in the development stage and is not engaged in any activities. Accordingly, the accompanying consolidated statements of operations should not be regarded as typical for normal periods of operation. The Company's development stage status, recurring net losses and capital deficit raise substantial doubt about its ability to continue as a going concern. Additional financing or restructuring of its liabilities will be required in order for the Company to complete its development stage activities. Management believes that it will be able to obtain such financing from new investors, and restructure its liabilities. 8 The Company has had no operations, revenues, assets or liabilities since its incorporation in February 2000. Three Months Ended March 31, 2001, Compared to the Period Ended March 31, 2000 Revenue. The Company has had no revenues for the quarter ended March 31, 2001, and has had no revenues since its inception. Similarly, the Company had no cost of sales, gross profit or other income during the period ended March 31, 2001, or since its inception. Liquidity and Capital Resources As of March 31, 2001, the Company has cash, cash equivalents and net working capital of $0. Since the Company's inception, the sole source of cash has been contributions by the Company's Shareholder. The Company has relied upon contributions by its shareholder to fund its operations for the period from February 17, 2000 (inception) to March 31, 2001. The Company has not received any capital contribution in cash from its shareholder during the three months ended March 31, 2001, or since the initial contributions as set forth in the Company's Form 10SB dated March 23, 2000. The Company anticipates that any need of working capital in future periods will be limited and will be contributed by the Company's shareholder. The Company believes that existing cash and cash equivalents, cash flow from operations will be sufficient to meet the Company's presently anticipated working capital needs for the next 3 months. To the extent the Company uses its cash resources for its operations, the Company will be required to obtain additional funds, if available, through borrowings or equity financings. There can be no assurance that such capital will be available on acceptable terms. If the Company is unable to obtain sufficient financing, it may be unable to fully implement its growth strategy. Material Changes in Operations The Company has not had any material changes in operations since its formation or the date of its Form 10 SB Registration Statement. Year 2000 Compliance The Company has not experienced any Year 2000 complications. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS 9 None. ITEM 2 - CHANGES IN SECURITY None. ITEM 3 - DEFAULTS ON SENIOR SECURITIES None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5 - OTHER INFORMATION On May 3, 2001, the Company's majority shareholder completed its transfer and sale of 4,700,000 shares of this corporation's common stock to Key Card Communications. As of the date of this Report, the new majority shareholders have not voted any of the shares of this corporation and Mr. Boyd and Mr. Chang have not tendered their resignations as officers and directors of the Company. It is anticipated that Messrs. Boyd and Chang will tender their resignations as officers and directors of the Company within the next 10 days. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K Exhibit 99 - Form 8-K filed March 6, 2001. 10 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. August 20, 2001 FIGHTON SUCCESSION CORPORATION By: /s/ Tim T. Chang --------------------------- Tim T. Chang, President 11