-----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, WU3ux8dtSJFUKoBy9RHxDmq7dVBquo5dHgIIRMYHHnYJc3QXWlwwpbfywDRCL3Cy PKAsOv+zfXN0FSHNpeF+wA== 0001123312-01-500012.txt : 20020410 0001123312-01-500012.hdr.sgml : 20020410 ACCESSION NUMBER: 0001123312-01-500012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLAS INVESTMENT CO INC CENTRAL INDEX KEY: 0001123312 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330788829 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-31899 FILM NUMBER: 1779714 BUSINESS ADDRESS: STREET 1: P O BOX 370420 CITY: SAN DIEGO STATE: CA ZIP: 92137 MAIL ADDRESS: STREET 1: NICHOLAS INVESTMENT CO INC STREET 2: P O BOX 370420 CITY: SAN DIEGO STATE: CA ZIP: 92137 FORMER COMPANY: FORMER CONFORMED NAME: NICHOLAS INVESTMENT INC DATE OF NAME CHANGE: 20000905 10QSB 1 septq.txt SEPTEMBER 30, 2001 Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-Q SB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter report ended September 30, 2001 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 000-31899 NICHOLAS INVESTMENT COMPANY, INC. (Exact name of small business issuer as registrant as specified in charter) Nevada 33-0788293 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2220 Otay Lake Rd., #50925, Eastlake, CA 91915 (Address of principal executive office) Registrants telephone no., including area code (619) 421-5492 N/A (Former name, changed since last report) Check 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), Yes [X] No [ ] and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date. Class Outstanding as of September 30, 2001 Common Stock, $0.001 11,345,250 i TABLE OF CONTENTS PART 1. FINANCIAL INFORMATION Heading Page Item 1. Consolidated Financial Statements 1 Consolidated Balance Sheets September 30, 2001 And December 31, 2000 2 Consolidated Statements of Operations nine months Ended September 30, 2001 and September 30, 2000 3 Consolidated Statement of Stockholders Equity 4 Consolidated Statements of Cash Flows nine months Ended September 30, 2001 and September 30, 2000 5 Notes to Consolidated Financial Statements 6 Item 2. Managements Discussion and Analysis and Result of Operations 7-8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 8 Item 2. Changes in Security 8 Item 3. Defaults Upon Senior Securities 8 Item 4. Submission of Matter to a Vote of 8 Securities Holders Item 5. Other Information 8 Item 6. Exhibits and Reports on Form 8-K 8 Signatures S-1 ii PART 1 FINANCIAL INFORMATION Item 1. Financial Statement The accompanying unaudited financial statements have been prepared in accordance with the instructions for Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited balance sheet of the Company as of September 30, 2001, and the related audited balance sheet of the Company as of December 31, 2000, the unaudited statement of operations and cash flows for the nine months ended September 30, 2001 and 2000 the audited statements of stockholders equity for the period from December 31, 1998 through December 31, 2000 and the unaudited Statement of Stock Holders Equity for the period of January 1, 2001 through September 30, 2001 are attached hereto and incorporated herein by this reference. Operating results for the quarters ended September 30, 2001 are not necessarily indicative of the results that can be expected for the year ending December 31, 2001. NICHOLAS INVESTMENT COMPANY FINANCIAL STATEMENTS September 30, 2001 and December 31, 2000 1 NICHOLAS INVESTMENT COMPANY Balance Sheets ASSETS September 30, December 31, 2001 2000 (Unaudited) CURRENT ASSETS Cash$ 18,280 $ 47,338 Total Current Assets 18,280 47,338 PROPERTY - NET 531,911 538,561 TOTAL ASSETS $550,191 $585,899 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES Accounts payable $ 1,382 $ 2,115 Accrued expenses 23,000 40,000 Notes payable, current portion 9,961 9,242 Total Current Liabilities 34,343 51,357 LONG-TERM LIABILITIES Notes payable 445,483 453,093 Total Long-Term Liabilities 445,483 453,093 Total Liabilities 479,826 504,450 COMMITMENTS AND CONTINGENCIES STOCKHOLDERs EQUITY Common stock: $0.001 par value, authorized 100,000,000 shares; 11,345,250 shares issued and outstanding 11,345 11,345 Additional paid-in capital 374,371 374,371 Accumulated deficit (315,351) (304,267) Total Stockholders Equity 70,365 81,449 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 550,191 $ 585,899 NICHOLAS INVESTMENT COMPANY Statements of Operations (Unaudited) For the Three Months Ended September 30, 2001 2000 REVENUES Rental revenue $ 13,400 $ 11,825 Total Revenues 13,400 11,825 OPERATING COSTS Amortization and depreciation 2,217 2,217 General and administration 1,325 5,827 Total Operating Costs 3,542 8,044 INCOME (LOSS) FROM OPERATIONS 9,858 3,781 OTHER EXPENSE Interest expense 8,994 8,665 Total Other Expense 8,994 8,665 INCOME (LOSS) BEFORE TAXES 864 (4,884) INCOME TAX EXPENSE - - NET INCOME (LOSS) $ 864 $ (4,884) BASIC INCOME (LOSS) PER COMMON SHARE $ 0.00 $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 11,345,250 11,345,250 For the Nine Months Ended September 30, 2001 2000 REVENUES Rental revenue $ 37,415 $ 36,253 Total Revenues 37,415 36,253 OPERATING COSTS Amortization and depreciation 6,650 6,650 General and administration 14,499 15,249 Total Operating Costs 21,149 21,899 INCOME (LOSS) FROM OPERATIONS 16,266 14,354 OTHER EXPENSE Interest expense 27,350 25,786 Total Other Expense 27,350 25,786 INCOME (LOSS) BEFORE TAXES (11,084) (11,432) INCOME TAX EXPENSE - - NET INCOME (LOSS) $ (11,084) $ (11,432) BASIC INCOME (LOSS) PER COMMON SHARE $ (0.00) $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 11,345,250 11,192,695 The accompanying notes are an integral part of these financial statements NICHOLAS INVESTMENT COMPANY, INC. Statements of Stockholders Equity Common Stock Shares Amount Balance, December 31, 1999 10,795,250 $ 10,795 March 16, 2000 common stock issued at $0.20 per share for conversion of related party debt 550,000 550 Net loss for the year ended December 31, 2000 - - Balance, December 31, 2000 11,345,250 11,345 Net loss for the nine months ended September 30, 2001 (unaudited) - - Balance, September 30, 2001 (unaudited) 11,345,250 $ 11,345 Additional Paid-In Accumulated Capital Deficit Balance, December 31, 1999 $ 264,921 $(218,520) March 16, 2000 common stock issued at $0.20 per share for conversion of related party debt 109,450 - Net loss for the year ended December 31, 2000 - (85,747) Balance, December 31, 2000 374,371 (304,267) Net loss for the nine months ended September 30, 2001 (unaudited) - (11,084) Balance, September 30, 2001 (unaudited) $ 374,371 $(315,351) The accompanying notes are an integral part of these financial statements NICHOLAS INVESTMENT COMPANY, INC. Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2001 2000 CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) from operations $ (11,084) $ (11,432) Adjustments to reconcile net income to net cash used by operating activities: Amortization and depreciation expense 6,650 6,650 Changes in operating assets and liabilities: (Increase) decrease in accounts payable (733) 3,217 Decrease in accrued expenses (17,000) (1,306) Increase in security deposit - 1,100 Net Cash Provided (Used) by Operating Activities (22,167) (1,771) CASH FLOWS FROM INVESTING ACTIVITIES - - CASH FLOWS FROM FINANCING ACTIVITIES Principal payments in long-term debt (6,891) (3,270) Net Cash Provided (Used) by Financing Activities (6,891) (3,270) DECREASE IN CASH AND CASH EQUIVALENTS (29,058) (5,041) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 47,338 15,491 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18,280 $ 10,450 Cash paid for: Interest $ 18,356 $ 25,786 Income tax $ - $ - Non-Cash Financing Activities: Common stock issued for conversion of debt $ - $ 110,000 The accompanying notes are an integral part of these financial statements NICHOLAS INVESTMENT COMPANY, INC. Notes to the Financial Statements September 30, 2001 and December 31, 2000 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by the Company 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 in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Companys most recent audited financial statements and notes thereto included in its December 31, 2000 Annual Report on Form 10-KSB. Operating results for the nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. NOTE 2 - GOING CONCERN The Companys financial statements are prepared using 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 does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to complete a limited offering of its common stock. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses; however, there can be no assurance that the plans of management will prove successful. ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Going Concern and Ability of the Company to Continue The Company had a net operating loss carry forward of $315,351 since inception through September 30, 2001. The Companys consolidated financial statements are prepared using 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. The Company has not established revenues sufficient to cover its operating costs and allow it to continue as a going concern. Management believes that the Company will soon be able to generate revenues sufficient to cover its operating costs. In the interim, the Company intends to raise additional capital through private placements of its common stock. Liquidity and Capital Resources As of September 30, 2001 the Company had total current assets of $18,280. The current assets aree comprised of $18,280 in cash. The Company is involved in a best efforts financing in order to increase the Companys liquidity and capital resources. Results of Operations For the three months ended September 20, 2001 the company had revenues of $13,400, operating costs of $3,542, interest expense of $8,994 and net income of $864. This is compared to revenues of $11,825, operational costs of $8,044, interest expense of $8,665 and a net loss of $(4,884) for the same period of 2000. For the nine months ended September 30, 2001 the Company had revenues of $37,415, operating costs of $21,149, interest expense of $27,350 and a net loss of $(11,084). This is compared to revenues of $36,253, operating costs of $21,889, interest expense of $25,786 and a net loss of $(11,432) for the same period of 2000. Net Operating Loss The Company has accumulated approximately $316,214 of net operating losses carryforwards as of June 30, 2001, which maybe offset against taxable income and income taxes in future years. The use of these to losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net loss carryforwards. The carryforwards expire in the year 2016. In the event of certain changes in control of the Company, there will be an annual limitation on the amount of carryforwards, which can be used. 7 Sale of Common Capital Stock None. Risk Factors and Cautionary Statements Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company wished to advise readers that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed on or implied by the statements, including, but not limited to, the following: the ability of the Company to successfully meet its cash and working capital needs, the ability of the Company to successfully market its product, and other risks detailed in the Companys periodic report filings with the Securities and Exchange Commission. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITES None. ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION The Company cleared its 10SB with the SEC on May 17, 2001. ITEM 6. EXHIBITS AND REPORTS ON 8-K a. Form 10QSB filed by reference on August 14, 2001. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned hereto duly authorized. NICHOLAS INVESTMENT COMPANY INC. Dated: November 8, 2001 By:/S/ John Kirchner John Kirchner President S-1 -----END PRIVACY-ENHANCED MESSAGE-----