-----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, T8g4M2/G4iJaxbOgO+xcGA72TD7aHhDyRpw2otRjEkKB/K+4jLa/57qJf2oaweuJ CZficp6KoVnLy+jLRkDiog== 0001012895-00-000054.txt : 20000224 0001012895-00-000054.hdr.sgml : 20000224 ACCESSION NUMBER: 0001012895-00-000054 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARADAY FINANCIAL INC CENTRAL INDEX KEY: 0000910639 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 330565710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-22236 FILM NUMBER: 550989 BUSINESS ADDRESS: STREET 1: 175 SOUTH MAIN STREET STREET 2: SUITE 1240 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8019617356 MAIL ADDRESS: STREET 1: 24901 DANA POINT HARBOR DR STREET 2: STE 200 CITY: DANA POINT STATE: CA ZIP: 92629 10QSB 1 DECEMBER 31, 1999 FORM 10QSB 1 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: December 31, 1999 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from _____________ to ____________ Commission File Number: 0-22236 Faraday Financial, Inc. ---------------------------------------------- (Name of Small Business Issuer in its charter) Delaware 33-0565710 - ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 145 South Main Street, Suite 1240, Salt Lake City, Utah 84111 ---------------------------------------------------------------- (Address of principal executive offices and Zip Code) (801) 961-7356 -------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark 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), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, Par Value $0.001 3,000,000 - ------------------------------ ---------------------------- Title of Class Number of Shares Outstanding as of February 15, 2000 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FARADAY FINANCIAL, INC. FINANCIAL STATEMENTS (UNAUDITED) The financial statements included herein have been prepared by the Company, without audit, 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. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company. 3 FARADAY FINANCIAL, INC. (A Development Stage Company) Statements of Financial Position December 31, December 31, 1999 1998 -------- -------- ASSETS Current assets - cash $ 1,819 $ - -------- -------- Total assets $ 1,819 $ - ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities - accounts payable $ - $ 1,591 -------- -------- Stockholders' equity Preferred stock, $.001 par value; 1,000,000 share authorized; no shares issued and outstanding - - Common stock, $.001 par value; 20,000,000 shares authorized; 3,000,000 shares issued and outstanding 3,000 425 Additional paid-in capital 4,902 821 Accumulated deficit during the development stage (6,083) (2,837) -------- -------- Total stockholders' equity 1,819 (1,591) -------- -------- Total liabilities and stockholders' equity $ 1,819 $ - ======== ======== The accompanying notes are an integral part of these financial statements. 4 FARADAY FINANCIAL, INC. (A Development Stage Company) Statements of Operations
Cumulative From For the nine Inception Months Ended (June 11, 1992) June 30, to December 31, 1999 1998 1999 ----------- ----------- ----------- Revenues $ - $ - $ - ----------- ----------- ----------- Operating expenses General and Administrative 3,181 45 5,812 Amortization - - 271 ----------- ----------- ----------- Total operating expenses 3,181 45 6,083 ----------- ----------- ----------- Net (loss) $ (3,181) $ (45) $ (6,083) ---------- =========== =========== Basic and diluted (loss) per common share $ - $ - $ (0.01) ========== =========== =========== Weighted average number of common shares used in per share calculation 1,881,471 424,600 565,568 =========== ========== =========
The accompanying notes are an integral part of these financial statements. 5 FARADAY FINANCIAL, INC. (A Development Stage Company) Statement of Changes in Stockholders' Equity From Inception (June 11, 1992) Through December 31, 1999
Deficit Accumulated Common Stock Additional During the Paid-In Development Shares Amount Capital Stage Total ------ ------ ---------- ----------- ------ Issuance of common stock for cash, .001 per share on June 11, 1992 400,000 $ 400 $ 100 $ - $ 500 Net (loss) - - - (270) (270) ---------- ---------- ---------- ----------- --------- Balances at March 31, 1993 400,0000 400 100 (270) 230 Contribution to capital - - 500 - 500 Sale of shares in private placement on September 30, 1993 at $0.001 per share 24,600 25 221 - 246 Net (loss) - - - (857) (857) ---------- ----------- ----------- ---------- -------- Balances at March 31, 1994 424,600 425 821 (1,127) 119 Net (loss) - - - (1,225) (1,225) ---------- ----------- ---------- --------- -------- Balances at March 31, 1995 424,600 425 821 (2,352) (1,106) Net (loss) - - - (164) (164) ---------- ----------- ---------- --------- -------- Balances at March 31, 1996 424,600 425 821 (2,516) (1,270) Net (loss) - - - (166) (166) ---------- ----------- ---------- --------- -------- Balances at March 31, 1997 424,600 425 821 (2,682) (1,436) Net (loss) - - - (110) (110) Balances at March 31, 1998 424,600 425 821 (2,792) (1,546) Net (loss) - - - (110) (110) ---------- ---------- ---------- --------- -------- Balances at March 31, 1999 424,600 425 821 (2,902) (1,656) Conversion of promissory note into common stock, $0.001 per share 575,400 575 1,081 - 1,656 Sale of shares in private placement on July 30, 1999 at $0.001 per share 2,000,000 2,000 3,000 - 5,000 Net income (loss) - - - (3,181) (3,181) --------- ---------- ---------- ---------- ------- Balances at December 31, 1999 3,000,000 $3,000 $4,902 $(6,083) $ 1,819 ========= ========== ========== ========== =======
The accompanying notes are an integral part of these financial statements. 6 FARADAY FINANCIAL, INC. (A Development Stage Company) Statements of Cash Flows
> Cumulative For the Three From Months Ended Inception December 31, (June 11, 1992) ------------------------ To December 31, 1999 1998 1999 ----------- ----------- ----------- Cash Flows From Operating Activities Net (loss) $ (3,181) $ (45) $ (6,083) Add item not requiring the use of cash Amortization - - 271 Increase (decrease) in accounts payable (1,656) 45 - ----------- ----------- ----------- Net cash flows from operating activities (4,837) - (5,812) ----------- ----------- ----------- Cash Flows From Investing Activities Organization costs - - (271) ----------- ----------- ----------- Net cash flows from investing activities - - (271) ----------- ----------- ---------- Cash Flows From Financing Activities Contribution to capital - - 500 Sale of common stock 6,656 - 7,402 ----------- ----------- ----------- Net cash flows from financing activities 6,656 - 7,902 ----------- ----------- ----------- Net increase in cash 1,819 - 1,819 Cash balance at beginning of period - - - ----------- ----------- ----------- Cash balance at end of period $ 1,819 $ - $ 1,819 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 7 FARADAY FINANCIAL, INC. (A Development Stage Company) Notes to Financial Statements 1.ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated under the laws of the State of Delaware on June 11, 1992, for the purpose of seeking out business opportunities, including acquisitions. The Company is in the development stage and will be very dependent on the skills, talents, and abilities of management to successfully implement its business plan. Due to the Company's lack of capital, it is likely that the Company will not be able to compete with larger and more experienced entities for business opportunities which are lower risk and are more attractive for such entities. Business opportunities in which the Company may participate will likely be highly risky and speculative. Since inception, the Company's activities have been limited to organizational matters. Organizational costs are amortized on a straight-line basis over five years. Basic and Diluted Loss Per Share In 1997, the Company adopted Statement of Financial Accounting Standards ("SFAS") No.128, Earnings Per Share. Statement No. 128 revised the manner in which loss per share is calculated. Basic and diluted loss per common share was restated for all periods presented; however, the effect of the change to loss per share as previously presented for those periods was not material. Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated to give effect to stock options. There were no stock options outstanding as of December 31, 1999. Therefore, basic and diluted loss per share is the same. Development Stage Enterprise Since inception, the Company has spent most of its efforts in developing and marketing various products; however, it has not yet had sales sufficient to sustain operations and has relied upon financing from shareholders and occasional issuance of its common stock. Therefore, the Company is considered to be in the development stage. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 2.INCOME TAXES The fiscal year end of the Company is March 31st and an income tax return has not been filed. However, if an income tax return had been filed, the Company would have a net operating loss carryforward of $6,083 that would begin expiring in the year 2013. 8 Notes (continued) 3.STOCK OPTION PLAN The Company has stock option plans for directors, officers, employees, advisors, and employees of companies that do business with the Company, which provide for non-qualified and qualified stock options. The Stock Option Committee of the Board determines the option price which cannot be less than the fair market value at the date of the grant or 110% of the fair market value if the Optionee holds 10% or more of the Company's common stock. The price per share of shares subject to a Non-Qualified Option shall not be less than 85% of the fair market value at the date of the grant. Options generally expire either three months after termination of employment, or ten years after date of grant (five years if the optionee holds 10% or more of the Company's common stock at the time of grant). No options are outstanding as of December 31, 1999. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - ------- Faraday Financial, Inc., a Delaware corporation, (the "Company") was incorporated under the laws of the State of Delaware on June 11, 1992. Since the Company's incorporation, it has had limited activity and currently has no operations. The Company is currently looking for a business opportunity. The Company intends to take advantage of any reasonable business proposal presented which management believes will provide the Company and its stockholders with a viable business opportunity. The board of directors will make the final approval in determining whether to complete any acquisition, and unless required by applicable law, the articles of incorporation, bylaws or by contract, stockholders' approval may not be sought. The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require management time and attention and will require the Company to incur costs for payment of accountants, attorneys, and others. If a decision is made not to participate in or complete the acquisition of a specific business opportunity, the costs incurred in a related investigation will not be recoverable. Further, even if agreement is reached for the participation in a specific business opportunity by way of investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all related costs incurred. Currently, management is not able to determine the time or resources that will be necessary to complete the participation in or acquisition of any future business prospect. There is no assurance that the Company will be able to acquire an interest in any such prospects, products or opportunities that may exist or that any activity of the Company, regardless of the completion of any participation in or the acquisition of any business prospect, will be profitable. Liquidity and Capital Resources - ------------------------------- As of December 31, 1999, the Company had $1,819 in assets and no liabilities. The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and professional fees associated with accounting costs. For the nine months ended December 31, 1999, the Company had no revenue and expenses of $3,181. The Company had insignificant expenses prior to the change of control of the Company as its prior president performed all accounting and legal work without charge to the Company. With the change in control of the Company, the Company will continue to incur cost associated with maintaining its filing obligations with the Securities and Exchange Commission. Management anticipates that the Company will incur more cost including legal and accounting fees to locate and complete a merger or acquisition. The Company presently has only limited resources to meet expenses. Accordingly, the Company will have to rely on management and principal shareholders to assist in paying for any major expenses. Presently, no one is obligated to provide any further funds to the Company. 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Management may also attempt to raise additional funds through the sale of securities of the Company. The Company's present financial position may make it difficult to raise capital through the sale of its shares or result in the substantial dilution to current shareholders as the price the Company could receive for its shares at this time will be relatively low resulting in the issuance of a substantial number of shares if the Company attempted to raise capital through the sale of shares. Since inception the Company has not generated revenue and it is unlikely that any revenue will be generated until the Company locates a business opportunity with which to acquire or merge. Management of the Company will be investigating various business opportunities with which to acquire or merge. These efforts may cost the Company not only out of pocket expenses for its management but also expenses associated with legal and accounting cost. There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities. If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity's profitable operations and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such an acquisition. Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company's shareholders as it has only limited capital and no operations. The Company has had no employees since its inception and does not intend to employ anyone in the future, unless its present business operations were to change. The president of the Company is providing the Company with a location for its offices on a "rent free basis" and no salaries or other form of compensation are being paid by the Company for the time and effort required by management to run the Company. The Company does intend to reimburse its officers and directors for out of pocket cost. Results of Operations - --------------------- The Company's has no operations except preliminary investigation of one or more potential business opportunities, none of which have come to fruition. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. 11 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. --------- No exhibits, except the financial data schedule, are included as they are either not required or not applicable. (b) Reports on Form 8-K. -------------------- None 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. Faraday Financial, Inc. [Registrant] Dated: February 18, 2000 By:_________________________________ Frank Gillen President and Principal Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 9-MOS MAR-31-2000 DEC-31-1999 1,819 0 0 0 0 1,819 0 0 0 0 0 0 0 7,902 (6,083) 1,819 0 0 0 3,181 0 0 0 (3,181) 0 0 0 0 0 (3,181) (0.00) (0.00)
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