-----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, GzmLrX7FYZAiK6oBvE6e8rZOcutnhuLl3Rtw57/q63lNpetdK/cRj5AXS1c0TjvM DW56v3wxRmtYnE1vE961zQ== 0001010549-98-000258.txt : 19980827 0001010549-98-000258.hdr.sgml : 19980827 ACCESSION NUMBER: 0001010549-98-000258 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980826 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATALINK CAPITAL CORP/TX/ CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 592262718 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 002-90539 FILM NUMBER: 98698141 BUSINESS ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156821761 MAIL ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS INC DATE OF NAME CHANGE: 19980306 10QSB 1 Form 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1998 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 No. 2-90519 DataLink Capital Corporation (Exact Name of Registrant as Specified in its Charter) Florida 59-2262718 (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 211 West Wall, Midland, Texas 79701 (Address of Principal Executive Offices, including Zip Code) (915) 682-1761 (Registrant's telephone number, including area code) Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [ ] No [ X ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Class Outstanding as of August 20, 1998 ----- Common Stock, $.0001 par value 1,456,097 - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The accompanying interim unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and the disclosures are adequate to make the information presented not misleading. Operating results for the three months ended June 30, 1998, are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. These statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-KSB (filed with the Securities and Exchange Commission) for the year ended December 31, 1997. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS DataLink Capital Corporation (a development-stage company) Page Balance Sheets as at June 30, 1998 (unaudited), and December 31, 1997 3 Statements of Operations for the Three Months Ended June 30, 1998, and 1997 (unaudited) 4 Statements of Cash Flows for the Three Months Ended June 30, 1998(unaudited), and 1997 (unaudited) 5 - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 2 DataLink Capital Corporation ---------------------------- (a development-stage company) Balance Sheets as at June 30, 1998 (unaudited), and December 31, 1997 ASSETS June 30, 1998 December 31, 1997 ------------- ----------------- (unaudited) Cash -0- -0- Total Assets -0- -0- LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities - ----------- Accounts Payable 3,649 3,649 Total Liabilities 3,649 3,649 Shareholders' Equity Common Stock, $.0001 par value per share; 100,000,000 shares authorized, 1,456,097 shares issued and outstanding 196 196 Additional paid-in Capital 798,029 798,029 Deficit Accumulated During Development Stage (801,874) (801,874) Total Shareholders' Equity (Deficit) (3,649) (3,649) Total Liabilities and Shareholders' Equity -0- -0- - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 3 DataLink Capital Corporation ---------------------------- (a development-stage company) Statements of Operations For the Three Months Ended June 30, 1998 (unaudited), and June 30, 1997 (unaudited) June 30, 1998 June 30, 1997 ------------- ------------- (unaudited) (unaudited) Revenue -0- -0- Total Revenue -0- -0- Expenses Professional Fees -0- -0- Regulatory Expense -0- -0- Advertising and Marketing -0- -0- Miscellaneous Expense -0- -0- Office Supplies -0- -0- Total Expenses -0- -0- Net Income (Loss) Before Taxes -0- -0- Net Income (Loss) -0- -0- Primary Earnings Per Common Share -0- -0- Net Earnings (Loss) -0- -0- Weighted Average Number of 1,456,097 1,956,097 Common Shares Outstanding Fully Diluted Earnings Per Common Share -0- -0- Net Earnings (Loss) Per Common Share -0- -0- - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 4 DataLink Capital Corporation ---------------------------- (a development-stage company) Statements of Cash Flows for the Three Months Ended June 30, 1998 (unaudited), and June 30, 1997 (unaudited) June 31, 1998 June 30, 1997 ------------- ------------- (unaudited) (unaudited) Cash Flows from Operating Activities -0- -0- Increase in Accrued Liabilities -0- -0- New Cash Used from Operating Activities -0- -0- Cash Flows from Investing Activities -0- -0- Total Cash Flow from Financing Activities -0- -0- Cash at Beginning of Period -0- -0- Net increase (decrease) -0- -0- Cash at End of Period -0- -0- - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Discussion of Financial Condition The Company currently has no revenues, no operations and owns no assets. The Company will remain illiquid until such time as a business combination transaction occurs, if ever. No prediction of the future financial condition of the Company can be made. Plan of Business General. The Company intends to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company's common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution. Combination Suitability Standards. In its pursuit for a combination partner, the Company's management intends to consider only combination candidates which are profitable or, in management's view, have growth potential. The Company's management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate which does not furnish the Company with audited financial statements for at least its most recent fiscal year and unaudited financial statements for interim periods subsequent to the date of such audited financial statements, or is in a position to provide such financial statements in a timely manner. The Company will, if necessary funds are available, engage attorneys and/or accountants in its efforts to investigate a combination candidate and to consummate a business combination. The Company may require payment of fees by such combination candidate to fund the investigation of such candidate. In the event such a combination candidate is engaged in a high technology business, the Company may also obtain reports from independent organizations of recognized standing covering the technology being developed and/or used by the candidate. The Company's limited financial resources may make the acquisition of such reports difficult or even impossible to obtain and, thus, there can be no assurance that - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 6 the Company will have sufficient funds to obtain such reports when considering combination proposals or candidates. To the extent the Company is unable to obtain the advice or reports from experts, the risks of any combined enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge of the Company's officers and directors, neither the candidate nor any of its directors, executive officers, principal shareholders or general partners: (1) will not have been convicted of securities fraud, mail fraud, tax fraud, embezzlement, bribery, or a similar criminal offense involving misappropriation or theft of funds, or be the subject of a pending investigation or indictment involving any of those offenses; (2) will not have been subject to a temporary or permanent injunction or restraining order arising from unlawful transactions in securities, whether as issuer, underwriter, broker, dealer, or investment advisor, may be the subject of any pending investigation or a defendant in a pending lawsuit arising from or based upon allegations of unlawful transactions in securities; or (3) will not have been a defendant in a civil action which resulted in a final judgement against it or him awarding damages or rescission based upon unlawful practices or sales of securities. The Company's officers and directors will make these determinations by asking pertinent questions of the management of prospective combination candidates. Such persons will also ask pertinent questions of others who may be involved in the combination proceedings. However, the officers and directors of the Company will not generally take other steps to verify independently information obtained in this manner which is favorable. Unless something comes to their attention which puts them on notice of a possible disqualification which is being concealed from them, such persons will rely on information received from the management of the prospective combination candidate and from others who may be involved in the combination proceedings. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. None. Item 3. Defaults upon Senior Securities. None. - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 7 Item 4. Submission of Matters to a Vote of Security Holders. During the three months ended June 30, 1998, the Company submitted the following matters to a vote of its shareholders: 1. Election of Glenn A. Little, Matthew Blair and Terri L. Roderick as directors of the Company 2. Ratification of S.W. Hatfield + Associates as the independent auditors of the Company for the year ending December 31, 1998. 3. Approve a change in the Company state of incorporation from Florida to Nevada. All of the items submitted were approved by the shareholders of the Company as follows: Votes For: 879,300 Votes Against: 0 Abstentions: 0 Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. None. (b) Reports on Form 8-K. No Current Report on Form 8-K was filed during the period ended June 30, 1998. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 20, 1998 DataLink Capital Corporation /s/ Glenn A. Little By: ________________________________ Glenn A. Little President and Principal Financial Officer - -------------------------------------------------------------------------------- Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1998 DataLink Capital Corporation- Page 8 EX-27 2 FDS
5 0000744452 Datalink Capital Corporation 1 US Dollars 3-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 1 0 0 0 0 0 0 0 0 0 3649 0 0 0 196 (3845) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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