-----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, OMirO/EsQqnDoXgqn3zGODVL5M/T3yh888uHcXTPcnd7FoQ2mWfUTrdcTQIhcZMN /67HwAFyjYv2zS0c7hzQAw== 0001010412-98-000189.txt : 19981016 0001010412-98-000189.hdr.sgml : 19981016 ACCESSION NUMBER: 0001010412-98-000189 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981015 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPOSITE DESIGN INC CENTRAL INDEX KEY: 0000789747 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 880224219 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-03358-NY FILM NUMBER: 98725875 BUSINESS ADDRESS: STREET 1: 9005 COBBLE CANYON LANE CITY: SANDY STATE: UT ZIP: 84093 BUSINESS PHONE: 8019420555 MAIL ADDRESS: STREET 1: 9005 COBBLE CANYON LANE CITY: SANDY STATE: UT ZIP: 84093 10QSB 1 QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 1998 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1998 ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ------------- Commission File No. 33-3358-NY ---------- COMPOSITE DESIGN, INC. ---------------------- (Name of Small Business Issuer in its Charter) NEVADA 88-0224219 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 9005 Cobble Canyon Lane Sandy, Utah 84093 --------------------------- (Address of Principal Executive Offices) Issuer's Telephone Number: (801) 942-0555 SRS Technical, Inc. 2050 Ellis Way Elko, Nevada 89801 ------------------- (Former Name or Former Address, 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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- --- --- --- (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Check whether the issuer has 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 practicable date: October 1, 1998 Common - 1,069,020 shares DOCUMENTS INCORPORATED BY REFERENCE A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report. Transitional Small Business Issuer Format Yes X No --- --- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Consolidated Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, these Consolidated Financial Statements fairly present the financial condition of the Company. COMPOSITE DESIGN, INC. (A Development Stage Company) Balance Sheets
ASSETS September 30, December 31, 1998 1997 (Unaudited) CURRENT ASSETS Cash $ - $ - Total Current Assets - - TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 8,738 $ 695 Total Current Liabilities 8,738 695 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $0.001 par value, 200,000,000 shares authorized, 1,069,020 and 1,069,020 shares issued and outstanding, respectively 1,069 1,069 Additional paid-in capital 522,424 522,020 Deficit accumulated during the development stage (532,231) (523,784) Total Stockholders' Equity (Deficit) (8,738) (695) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
COMPOSITE DESIGN, INC. (A Development Stage Company) Statements of Operations (Unaudited)
From Inception on January 15, For the Three Months For the Nine Months 1986 Through Ended September 30, Ended September 30, September 30, 1998 1997 1998 1997 1998 REVENUE $ - $ - $ - $ - $ - LOSS ON DISCONTINUED OPERATIONS (8,228) (724) (8,447) (2,179) (532,231) NET LOSS $ (8,228) $ (724) $ (8,447) $ (2,179) $(532,231) BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,069,020 1,069,020 1,069,020 1,069,020
COMPOSITE DESIGN, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit)
Deficit Accumulated Additional During the Common Stock Paid-In Development Shares Amount Capital Stage At inception, January 15, 1986 - $ - $ - $ - Common stock issued for cash at approximately $8.20 per share 25,000 25 204,975 - Stock order offering costs - - (45,853) - Common stock issued for purchasing subsidiary at approximately $5.77 per share 20,000 20 115,395 - Recision of common stock by the SEC (8,102) (8) 8 - Contributed capital by shareholder - - 82,024 - Net loss from inception January 15, 1986 to December 31, 1994 - - - (356,586) Balance, December 31, 1994 36,898 37 356,549 (356,586) Net loss for the year ended December 31, 1995 - - - - Balance, December 31, 1995 36,898 37 356,549 (356,586) Common stock issued for services at $1.00 per share 162,000 162 161,838 - Contributed capital by shareholder - - 2,149 - Common stock issued for services at $0.001 per share 870,000 870 - - Stock split adjustment 122 - - - Net loss for the year ended December 31, 1996 - - - (165,019) Balance, December 31, 1996 1,069,020 1,069 520,536 (521,605) Contributed capital by shareholder - - 1,484 - Net loss for the year ended December 31, 1997 - - - (2,179) Balance, December 31, 1997 1,069,020 1,069 522,020 (523,784) Contributed capital by shareholder (unaudited) - - 404 - Net loss for the nine months ended September 30, 1998 (unaudited) - - - (8,447) Balance, September 30, 1998 (unaudited) 1,069,020 $ 1,069 $ 522,424 $(532,231)
COMPOSITE DESIGN, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited)
From Inception on January 15, For the Three Months For the Nine Months 1986 Through Ended September 30, Ended September 30, September 30, 1998 1997 1998 1997 1998 CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) from operation $ (8,228) $ (724) $ (8,447) $ (2,179) $(532,231) Adjustments to reconcile net income to net cash provided by operating activities: Amortization and depreciation expense - - - - 102,719 Increase (decrease) in accounts payable 7,941 (760) 8,043 695 7,282 Contributed capital for expenses 287 1,484 404 1,484 87,517 Stock issued for services - - - - 162,870 Net Cash Provided (Used) by Operating Activities - - - - (171,843) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from investment - - - - 12,696 Net Cash Provided (Used) by Investing Activities - - - - 12,696 CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock for cash - - - - 205,000 Stock offering costs - - - - (45,853) Net Cash Provided (Used) by Financing Activities - - - - 159,147 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ - $ - $ - $ - $ - CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD - - - - - CASH AND CASH EQUIVALENTS AT END OF PERIOD $ - $ - $ - $ - $ - Cash Paid For: Interest $ - $ - $ - $ - $ - Income taxes $ - $ - $ - $ - $ - NON-CASH FINANCING ACTIVITIES Common stock issued for services $ - $ - $ - $ - $ 162,870 Contributed capital for expenses $ 286 $1,484 $ 404 $ 1,484 $ 87,516 Common stock issued for subsidiary $ - $ - $ - $ - $ 115,415
COMPOSITE DESIGN, INC. (A Development Stage Company) Notes to Financial Statements September 30, 1998 and December 31, 1997 (Unaudited) NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS The Company was incorporated as SRS Technical, Inc. under the laws of the State of Nevada on January 15, 1986, to engage in the business activity. On May 29, 1987, the Company acquired a company named Composite Design Corporation (CDC). 20,000,000 shares of the Company's stock was given in exchange for the 100% of CDC's shares. CDC was suspended by both the Secretary of State of California and the Franchise Tax Board in 1988. On June 2, 1987, the Board of Directors resolved to change the corporate name from SRS Technical, Inc. to Composite Design, Inc. (CDI). At the current time, the Company does not have any active business operations. The Company has authorized 200,000,000 shares of $0.001 par value common stock. The Company has elected a calendar year end. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. b. Provision for Taxes At September 30, 1998, the Company had net operating loss carryforwards of approximately $176,000 that may be offset against future taxable income through 2013. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforward will expire unused. Accordingly, the potential tax benefits of the loss carryforward are offset by a valuation account of the same amount. c. 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 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. d. Unaudited Financial Statements The accompanying unaudited financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation. such adjustments are of a normal, recurring nature. NOTE 3 - GOING CONCERN The Company's 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 is seeking a merger with an existing operating company. In the interim, management is committed to covering all operating and other costs until sufficient revenues are generated. NOTE 4 - DISCONTINUED OPERATIONS The Company discontinued its operations in 1989, therefore, all revenues generated by the Company have been offset against the expenses and are grouped into the discontinued operations line on the statement of operations. NOTE 5 - STOCK TRANSACTIONS On February 27, 1996, the Company issued 162,000 shares of common stock for services rendered which was valued at $162,000. The Company effected a 1,000 for 1 reverse stock split on June 25, 1996 and issued 870,000 shares of post split common stock for services valued at $870. The reverse split has been applied retroactively to the financial statements. NOTE 6 - CONTINGENCIES The Company's former subsidiary CDC was suspended by the State of California. In order to operate in the State of California, the Company may be required to pay back fees of approximately $8,000 plus accrued interest and penalties. Item 2. Management's Discussion and Analysis or Plan of Operation. Plan of Operation. - ----------------- The Company has not engaged in any material operations or had any revenues from operations during the last two calendar years. The Company's plan of operation for the next 12 months is to continue to seek the acquisition of assets, properties or businesses that may benefit the Company and its stockholders. Management anticipates that to achieve any such acquisition, the Company will issue shares of its common stock as the sole consideration for any such acquisition. During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining the Company in good standing or the payment of expenses associated with reviewing or investigating any potential business venture. Such funds may be advanced by management or stockholders as loans to the Company. Because the Company has not identified any such venture as of the date of this Report, it is impossible to predict the amount of any such loans or advances. However, any such loans or advances should not exceed $25,000 and will be on terms no less favorable to the Company than would be available from a non-affiliated lender in an arm's length transaction. As of the date of this Report, the Company is not involved in any negotiations respecting any such potential business venture. Results of Operations. - ---------------------- Other than restoring and maintaining its good corporate standing in the State of Nevada, compromising and settling its debts and seeking the acquisition of assets, properties or businesses that may benefit the Company and its stockholders, the Company has had no material business operations during the two most recent calendar years, and was dormant from December 1989 to February 1, 1996. At September 30, 1998, the Company had no assets and $8,738 in liabilities. There were no revenues in the nine months ended September 30, 1998 and 1997. Liquidity - --------- The Company had no assets, $8,738 in liabilities and no revenues for the three months ended September 30, 1998. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None; not applicable. Item 2. Changes in Securities. None; not applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of the Company's security holders during the first quarter of the calendar year covered by this Report or during the two previous calendar years; further, no matter has been submitted to a vote of the Company's security holders since the Company became dormant in December 1989. Item 5. Other Information. None; not applicable. Item 6. Exhibits and Reports on Form 8-K. Exhibit (a) Exhibits.* Number None. (b) Reports on Form 8-K. None. * A summary of any Exhibit is modified in its entirety by reference to the actual Exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. COMPOSITE DESIGN, INC. Date: 10/14/98 By:/s/David C. Merrell David C. Merrell President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated: COMPOSITE DESIGN, INC. Date: 10/14//98 By:/s/David C. Merrell David C. Merrell President and Director Date: 10/14/98 By:/s/Corie Merrell Corie Merrell Secretary/Treasurer and Director EX-27 2
5 9-MOS DEC-31-1998 SEP-30-1998 0 0 0 0 0 0 0 0 0 8738 0 0 0 1069 (9807) 0 0 0 0 0 8447 0 0 (8447) 0 0 0 0 0 (8447) (0.00) (0.00)
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