-----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, UYHFP0AyzDVZRCZ9Ziet2DGEUMTPxS587s2YtVTKFzar9MDOnHT9CINVhzFZ09qf WqU4jswa/V/6O4vMHWGaPw== 0000950147-02-000641.txt : 20020510 0000950147-02-000641.hdr.sgml : 20020510 ACCESSION NUMBER: 0000950147-02-000641 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIONS IN GLASS INC CENTRAL INDEX KEY: 0001157762 STANDARD INDUSTRIAL CLASSIFICATION: FLAT GLASS [3211] FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-33123 FILM NUMBER: 02641087 BUSINESS ADDRESS: STREET 1: 1187 VIA FRESNO CITY: CATHEDRAL CITY STATE: CA ZIP: 92234 MAIL ADDRESS: STREET 1: 1187 VIA FRESNO CITY: CATHEDRAL CITY STATE: CA ZIP: 92234 10QSB 1 e-8491.txt QUARTERLY REPORT FOR QTR ENDING 3-31-02 QUARTERLY REPORT FOR THE QTR ENDED 03/31/2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002 Commission File number: 000-33123 VISIONS IN GLASS, INC. (Name of Small Business Issuer in its Charter) 1198 Via Fresno, Cathedral City, CA 92234 (Address of Principal Executive Offices including zip code) (760) 324-8517 (Issuer's Telephone Number, Including Area Code) Not Applicable (Former Name, Former Address and Former Fiscal Year, if changed since last report) 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 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 [ ] There were 5,293,000 shares of Common stock outstanding as of March 31, 2002. VISIONS IN GLASS, INC. (A Development Stage Company) TABLE OF CONTENTS Page No. -------- Independent Accountant's Report 1 Balance Sheets 2 Statement of Operations 3 Statement of Changes in Stockholders' Equity 4 Statement of Cash Flows 5 Notes to Financial Statements 6-8 i [LETTERHEAD OF ARMANDO C. IBARRA] INDEPENDENT ACCOUNTANT'S REPORT We have reviewed the accompanying balance sheets of Visions In Glass, Inc. (A Development Stage Company) as of March 31, 2002 and December 31, 2001, and the related statements of operations, changes in stockholders' equity, and cash flows for the three months ended March 31, 2002, in accordance with Statements on Standards for Accounting Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Visions In Glass, Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. /s/ Armando C. Ibarra - ---------------------------------- Armando C. Ibarra, CPA-APC May 1, 2002 1 1. FINANCIAL STATEMENTS VISIONS IN GLASS, INC. (A Development Stage Company) Balance Sheets - -------------------------------------------------------------------------------- ASSETS THREE MONTHS ENDED YEAR ENDED MARCH 31, DECEMBER 31, 2002 2001 --------- --------- CURRENT ASSETS Cash $ 6,828 $ 8,813 --------- --------- TOTAL CURRENT ASSETS 6,828 8,813 --------- --------- TOTAL ASSETS $ 6,828 $ 8,813 ========= ========= LIABILITIES & STOCKHOLDERS' EQUITY TOTAL LIABILITIES 0 0 STOCKHOLDERS' EQUITY Common stock ($.0001 par value, 80,000,000 shares authorized; 5,293,000 shares issued and outstanding as of March 31, 2002 and December 31, 2001 respectively) 529 529 Additional paid-in capital 9,071 9,071 Deficit accumulated during development stage (2,772) (787) --------- --------- TOTAL STOCKHOLDERS' EQUITY 6,828 8,813 --------- --------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,828 $ 8,813 ========= ========= See Notes to Financial Statements 2 VISIONS IN GLASS, INC. (A Development Stage Company) Statements of Operations - -------------------------------------------------------------------------------- JUNE 23, 1999 THREE MONTHS THREE MONTHS (INCEPTION) ENDED ENDED THROUGH MARCH 31, MARCH 31, MARCH 31, 2002 2001 2002 ----------- ----------- ----------- REVENUES Revenues $ 0 $ 6,039 $ 6,749 ----------- ----------- ----------- TOTAL REVENUES 0 6,039 6,749 GENERAL & ADMINISTRATIVE EXPENSES 1,985 226 9,521 ----------- ----------- ----------- NET INCOME / (LOSS) $ (1,985) $ 5,813 $ (2,772) =========== =========== =========== BASIC EARNINGS / (LOSS) PER SHARE $ 0.00 $ 0.00 =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,293,000 5,293,000 =========== =========== See Notes to Financial Statements 3 VISIONS IN GLASS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FROM JUNE 23, 1999 (INCEPTION) THROUGH MARCH 31, 2002 - --------------------------------------------------------------------------------
DEFICIT ACCUMULATED COMMON ADDITIONAL DURING COMMON STOCK PAID-IN DEVELOPMENT STOCK AMOUNT CAPITAL STAGE TOTAL --------- --------- --------- --------- --------- Beginning balance, June 23, 1999 0 $ 0 $ 0 $ 0 $ 0 Stock issued for cash on June 24, 1999 @ $0.0002 per share 5,000,000 500 500 1,000 Stock issued for cash on June 24, 1999 @ $0.01 per share 230,000 23 2,277 2,300 Net loss, December 31, 1999 0 0 --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 1999 5,230,000 523 2,777 0 3,300 ========= ========= ========= ========= ========= Stock issued for cash on February 7, 2000 @ $0.10 per share 63,000 6 6,294 6,300 Net loss, December 31, 2000 (2,972) (2,972) --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 2000 5,293,000 529 9,071 (2,972) 6,628 ========= ========= ========= ========= ========= Net income, December 31, 2001 2,185 2,185 --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 2001 5,293,000 $ 529 $ 9,071 $ (787) $ 8,813 ========= ========= ========= ========= ========= Net income, March 31, 2002 (1,985) (1,985) --------- --------- --------- --------- --------- BALANCE, MARCH 31, 2002 5,293,000 $ 529 $ 9,071 $ (2,772) $ 6,828 ========= ========= ========= ========= =========
See Notes to Financial Statements 4 VISIONS IN GLASS, INC. (A Development Stage Company) Statements of Cash Flows - --------------------------------------------------------------------------------
JUNE 23, 1999 THREE MONTHS THREE MONTHS (INCEPTION) ENDED ENDED THROUGH MARCH 31, MARCH 31, MARCH 31, 2002 2001 2002 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income / (loss) $ (1,985) $ 5,813 $ (2,772) --------- --------- --------- NET CASH PROVIDED / (USED) BY OPERATING ACTIVITIES (1,985) 5,813 (2,772) CASH FLOWS FROM FINANCING ACTIVITIES Common stock 0 0 529 Additional paid-in capital 0 0 9,071 --------- --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0 9,600 --------- --------- --------- NET INCREASE / (DECREASE) IN CASH (1,985) 5,813 6,828 CASH AT BEGINNING OF PERIOD 8,813 6,628 0 --------- --------- --------- CASH AT END OF PERIOD $ 6,828 $ 12,441 $ 6,828 ========= ========= =========
See Notes to Financial Statements 5 VISIONS IN GLASS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2002 NOTE 1. HISTORY AND ORGANIZATION OF THE COMPANY The Company was organized June 23, 1999, under the laws of the state of Delaware, as Visions in Glass, Inc. The Company has minimal operations and in accordance with SFAS # 7, the Company is considered a development stage company. On June 24, 1999, the Company issued 5,000,000 shares common stock for cash valued at $ 0.0002 per share On June 24, 1999, the Company issued 230,000 shares of common stock for cash valued at $ 0.01 per share. On February 7, 2000, the Company issued 63,000 shares of common stock for cash valued at $ 0.10 per share. As of March 31, 2002 there were 5,293,000 shares of common stock outstanding. NOTE 2. ACCOUNTING POLICIES AND PROCEDURES A. BASIS OF ACCOUNTING The Company uses the accrual method of accounting. B. BASIC LOSS PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective June 23, 1999 (inception). Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. C. CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. 6 VISIONS IN GLASS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2002 NOTE 2. ACCOUNTING POLICIES AND PROCEDURES (CONTINUED) D. USE OF ESTIMATES The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. E. INCOME TAXES The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. NOTE 3. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock or preferred stock. NOTE 4. GOING CONCERN The Company's 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 minimal 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 the sale of its securities through private placements. 7 VISIONS IN GLASS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2002 NOTE 5. INCOME TAXES AS OF MARCH 31, AS OF DECEMBER 31, 2002 2001 --------------- ------------------ Deferred tax assets/(liability): $ 416 $ 118 Income tax expense: -0- -0- ------- ------- Valuation allowance (416) (118) ------- ------- Net deferred tax assets $ -0- $ -0- ======= ======= Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 6. SCHEDULE OF NET OPERATING LOSSES 1999 Net Operating Income $ 0 2000 Net Operating (Loss) (2,972) 2001 Net Operating Income 2,185 2002 Net Operating (Loss) 1st quarter (1,985) ------- Net Operating Loss $(2,772) ======= As of March 31, 2002, the Company has a net operating loss carryforward of approximately $ 2,772, which will expire 20 years from the date the loss was incurred. 8 2. CERTAIN FORWARD LOOKING STATEMENTS Information provided in this Quarterly report on Form 10QSB may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well as assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10SB. 3. CONDITION AND RESULTS OF OPERATIONS. THREE MONTHS ENDED MARCH 31, 2002. Net sales were $0 for the quarters ended March 31, 2002 and $6,039 for 2001. Net Loss was ($1985) for the quarter ended March 31, 2002 and $5813 for the same quarter in 2001. The Company continues to study the stained glass market to develop additional variations and markets for its products. In addition to the custom-designed leaded glass artifacts featuring various Holocaust images, the Company is also considering production of low-cost gift items for children. The pricing of the products will depend on the sizes selected for production. Details are still being considered and there can be no assurance that the price goals can be met. The Company does not anticipate any material increase in operating expenses until such time as additional capital can be raised and the Company proceeds with the further development of its business plan. Management believes that the Company must be successful in raising equity or debt financing sufficient to meet its working capital requirements to support development of its product sales and marketing. 4. ANALYSIS OF FINANCIAL CONDITION As of March 31, 2002, the Company had working capital of $6828. Visions In Glass may raise additional capital either through debt or equity. No assurances can be given that such efforts will be successful. The need for substantial 9 additional working capital in the near future would require the company to secure additional financing to implement further development plans. No assurance can be given that the Company will have financing available, if required, or if available, will be available on terms and conditions satisfactory to management. As part of the Company's financial plan to raise additional working capital, the Company may offer sales of its Common Shares to qualified investors in transactions that are exempt from registration under the 1933 Act. The sales of Common Shares may be higher or lower than the price of the common Shares in this Registration Statement. Such prices will be considered reasonable given the existing circumstances of the Company at time of sale. 5. RISK FACTORS LIMITED HISTORY AND OPERATIONS Visions in Glass is a start up company and subject to all the risks of a new business. The Company was incorporated under the laws of the State of Delaware on June 23, 1999 and has had limited operations to date. Visions In Glass operates in a business field where there are competing companies that are much larger and because other established stained glass companies will likely have larger amounts of capital than Visions In Glass, the Company may find it very difficult to acquire sufficient funds to compete and make a profit. The likelihood of the success of the Company must be considered in light of the problems and expenses that are frequently encountered in connection with the operation of a new business and the competitive environment in which the Company will be operating. 6. NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT ASSURED As of March 31, 2002, the Company had working capital of $6828. Without additional capital the original investor funds may be at risk. The Company estimates sufficient funds for approximately six months of current operations. The Company may need to raise additional capital and there is no assurance that the Company will be able to raise sufficient capital for continuing needs. While the Company intends to sell its products through the Internet, there can be no assurance that the Company will be successful in obtaining its objectives. 7. MARKET STUDY BY THE COMPANY The evaluation of the Company's products has been done solely by its officers and directors. The investor is at risk if the company's studies have overestimated the product's marketability. 10 8. LIMITED HISTORY OF OPERATIONS / OPERATING LOSSES IN THE FORESEEABLE FUTURE The Company was organized on June 23, 1999 and has had limited operations to date. Even though the Company has limited operating funds, the Company expects to incur operating losses in the foreseeable future. For example, we expect to hire additional employees and lease space as needed. The Company may increase it's operating expenses to include purchasing hardware and software for its corporate offices. If any of these expenses are not accompanied by increased revenue, the Company's losses will be more than expected. 9. COMPETITION Competition in the stained glass industry may be expected to grow. 10. DEPENDENCE ON MANAGEMENT The Company will be heavily dependent on the services and experience of its officers. The loss of service of any officer could disrupt the progress of the Company's business. 11. LEGAL PROCEEDING None 12. CHANGES IN SECURITIES None 13. DEFAULTS UPON SENIOR SECURITIES None 14. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 15. OTHER INFORMATION None 16. EXHIBITS AND REPORTS ON FORM 8-K None 11 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this disclosure statement to be signed on its behalf by the undersigned, hereunto duly authorized. VISIONS IN GLASS, INC. Date: 05/09/2002 /s/ Irving Munowitz -------------------------------- Irving Munowitz President 12 -----END PRIVACY-ENHANCED MESSAGE-----