UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _____
Commission file number 333-91356
OLD GOAT ENTERPRISES, INC.
--------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 98-0374121
------ ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4526 NEVILLE STREET, BURNABY, BRITISH COLUMBIA V5J 2G8
(Address of principal executive offices)
604-435-9071
(Issuer's telephone number)
----------------------------------------------------
(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), Yes [x] No [ ]
and (2) has been subject to such filing requirements for the past 90 days. Yes [
] No [x]
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:
Class Outstanding as of January 31, 2003
----- ----------------------------------
Common Stock, $0.001 2,800,000
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
OLD GOAT ENTERPRISES, INC.
(A development stage company)
INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
(FROM DATE OF INCEPTION, APRIL 23, 2002, TO DECEMBER 31, 2002)
INDEX
PAGE
INTERIM BALANCE SHEET
As at DECEMBER 31, 2002 3
INTERIM STATEMENT OF OPERATIONS
For the period ended DECEMBER 31, 2002 4
INTERIM STATEMENT OF CASH FLOWS
For the period ended DECEMBER 31, 2002 5
NOTES TO INTERIM FINANCIAL STATEMENTS 6
2
OLD GOAT ENTERPRISES, INC.
(A development stage company)
INTERIM BALANCE SHEET
AS AT DECEMBER 31, 2002
(UNAUDITED)
U.S. FUNDS
ASSETS
DEC 31, 2002
CURRENT ASSETS
Cash $ 5,303.
--------
TOTAL ASSETS $ 5,303.
========
LIABILITIES
CURRENT LIABILITIES
Accounts Payable $ 0.
$ 0.
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Common stock, $0.001 par value
75,000,000 shares authorized,
2,800,000 issued and outstanding 19,000.
DEFICIT 13,697.
--------
5,303.
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,303.
========
See Accompanying Notes.
They are an integral part of the financial statements.
3
OLD GOAT ENTERPRISES, INC.
(A development stage company)
INTERIM STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31, 2002
(UNAUDITED)
U.S. FUNDS
Three months From Inception
Ending April 23, 2002 to
Dec 31 2002 Dec 31, 2002
------------ -----------------
REVENUE $ 0. $ 0.
EXPENSES
Accounting 0. 850.
Administration 0. 1,165.
Bank Charges 18. 82.
Computer Management 0. 1,500.
Legal 3,000. 10,000.
Office 0. 100.
-------- ----------
3,018. 13,697.
LOSS FOR THE PERIOD $ 3,018. $ 13,697.
======== ==========
NET LOSS PER SHARE - BASIC $ 0.01 $ 0.01
See Accompanying Notes
They are an integral part of the financial statements.
4
OLD GOAT ENTERPRISES, INC.
(A development stage company)
INTERIM STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED DECEMBER 31, 2002
(UNAUDITED)
U.S. FUNDS
Three Months From Inception
Ending April 23, 2002 to
Dec 31, 2002 Dec 31, 2002
------------ -----------------
CASH RESOURCES PROVIDED BY (USED IN) OPERATIONS
Cash flow provided by operations before the
under noted $ (3,018.) $ (13,697.)
Non-cash working capital 0. 0.
----------- ------------
(3,018.) (13,697.)
----------- ------------
FINANCING
Issue of Share Capital 0. 19,000.
Increase (decrease) in Shareholder's loans 0. 0.
----------- ------------
0. 19,000.
----------- ------------
NET INCREASE (DECREASE) IN CASH FOR THE PERIOD (3,018.) 5,303.
=========== ============
BEGINNING CASH BALANCE 8,321. 0.
ENDING CASH BALANCE $ 5,303. $ 5,303.
=========== ============
See Accompanying Notes
They are an integral part of the financial statements.
5
OLD GOAT ENTERPRISES, INC.
(A development stage company)
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2002
(UNAUDITED)
U.S. FUNDS
NOTE 1 - SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(a) SUMMARY OF BUSINESS
The Company was incorporated under the laws of the State of Nevada on April
23, 2002. The Company is creating a business as a retailer of specialty
personal care products. The Company has not commenced principal operations
and is considered a "Development Stage Company" as defined by the Financial
Accounting Standards Board Statement No. 7.
(b) CASH FLOWS
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less
to be cash or cash equivalents.
(c) NET LOSS PER SHARE
The net loss per share calculation is based on the weighted average number
of shares outstanding during the period. Fully diluted earnings per share
have not been disclosed, as it is anti-dilutive.
(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 amount reported in the consolidated financial
statements and accompanying notes. These estimates are based on
management's best knowledge of current events and actions that the company
may undertake in the future. Accordingly, actual results could differ from
those estimates.
(e) REVENUE RECOGNITION
All revenue is recorded and related cost transferred to cost of sales at
the time the product is shipped or the service is provided.
6
OLD GOAT ENTERPRISES, INC.
(A development stage company)
NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2002
(UNAUDITED)
U.S. FUNDS
NOTE 2 - ISSUANCE OF COMMON STOCK
On April 23, 2002, pursuant to Rule 505 of Regulation D of the Securities
Act of 1933, the Company issued 1,000,000 shares of its $0.001 par value
common stock for an aggregate price of $1,000. On May 13, 2002, the Company
issued 600,000 shares of its $0.001 par value common stock for an aggregate
price of $6,000. On May 21, 2002, the Company issued 600,000 shares of its
$0.001 par value common stock for an aggregate price of $6,000. On May 28,
2002, the Company issued 600,000 shares of its $0.001 par value common
stock for an aggregate price of $6,000. All securities were sold in
reliance on Regulation D, Section 505 of the Securities Act of 1933. All
stockholders continue to be subject to Rule 144 of the Securities Act of
1933.
There were no offering costs to the Company associated with the issuance of
any of the stock.
7
ITEM 2. PLAN OF OPERATIONS.
Old Goat is a development stage company with no operations, no revenue, no
financial backing and few assets. Our plan of operations is to build a retail
business selling specialty personal care products.
We currently do not have the $75,000 needed to develop our web site, acquire a
retail facility, purchase inventory and market our products, nor do we have a
source to supply the necessary funding if we are unsuccessful in raising the
capital through our prospectus offering. Old Goat believes it will take from two
(2) to three (3) months to raise capital for completion of the development of
the business after its effective registration date of December 24, 2002.
We have begun to develop a Corporate Identity Package, which consists of a
unique and distinctive identifying mark, or logo, and a background and typeface
color scheme for use in both printed material such as stationery, business cards
and sales material, as well as for use on Old Goat's website. Through the use of
this package Old Goat hopes to develop a unique marketing identity which will
make Old Goat easily recognizable in its target marketplace.
We have also begun to design and build our website. Our domain name
www.oldgoatinc.com has been registered and we have made an information page
available on the internet. Building of the complete website will start after the
completion of the financing.
The Old Goat website will also display all of the products our company has
available for sale. Those items will include a variety of personal care products
produced by various manufacturers. There will be full product descriptions,
along with pictures and technical specifications for each individual item
offered for sale.
In addition to the website, we are planning to open a retail facility in a mall
in New Westminster, British Columbia. If inadequate funds are available for the
development of our retail store, we will be located in a kiosk type structure
situated in the main traffic area of the mall. In discussions with
administrative officials, we have been advised that pre-existing kiosk
facilities are available for rent on a daily, weekly, and monthly basis. The
structures require only minor modifications to suit our needs. The cost of those
minor modifications would be our responsibility.
Unlike nearly every other company that markets personal care products, we plan
to market only those types of products suitable for people who are unable to use
regular personal care products. We believe that personal care products are
important enough and the decision making process is complex enough to warrant
the establishment of a specialty retail outlet. The Company's limited internal
market research has also provided evidence that most retailers that sell these
products do not provide any meaningful amount of product information or customer
education. Our sales clerks will be provided with a substantial basis of product
information and consumer education knowledge and materials.
8
While the Company has not yet secured product suppliers, there has been a
significant amount of research into the availability and suitability of
products. We intend to continue to identify specific products and determine
reliable manufacturers and wholesale suppliers now that our registration has
become effective. We will order inventory as soon as the manufacturers and/or
suppliers are selected and the funds are available. Old Goat has confirmed
through telephonic and other electronic contact such as e-mail, a number of
potentially acceptable manufacturers and suppliers and foresees no problem in
being able to meet our target objectives based on the information received from
said manufacturers and suppliers.
During the first stages of the Company's growth the Officers and Directors will
provide all the labor required to operate the website as well as the retail
store at no charge. Since we intend to operate with very limited administrative
support, the Officers and Directors will continue to be responsible for these
duties for at least the first year of operations.
How long Old Goat will be able to satisfy its cash requirements, and whether we
will require additional outside funding in the next twelve months depends on how
quickly our company can generate sales revenue and how much revenue can be
generated. At the present time we only have funds available to complete the
expenses our prospectus offering and our corporate identity package. . However,
should we raise the entire $75,000 we are seeking from our offering, management
is of the opinion that no further funds need be required for the operation of
the Company's business for the twelve month period following the completion of
its offering.
If we are unable to raise additional funding through our offering or from other
sources, we will not be able to survive more than several months. In that event,
it will be critical that we begin to realize sales revenues as quickly as
possible. We will require additional funding from either outside sources or from
sales revenues to survive past our first year of operation.
During the first year of operations, we will concentrate our efforts exclusively
on building our Internet business and one retail store location in New
Westminster, British Columbia. As we gain experience, and develops sufficient
revenues from sales, we may consider expanding our business within the region
and possibly to other locations within Canada. At this time, we have no plans to
expand outside Canada.
LIQUIDITY AND CAPITAL RESOURCES
The Company will need additional working capital to finance its planned
activity.
RESULTS OF OPERATIONS
The Company has had no operations during this reporting period.
9
Item 3. Controls and Procedures
Our President and Chief Executive Officer and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company.
The Certifying Officers have designed such disclosure controls and procedures to
ensure that material information is made known to them, particularly during the
period in which this report was prepared.
The Certifying Officers have evaluated the effectiveness of the Company's
disclosure controls and procedures within 90 days of the date of this report and
believe that the Company's disclosure controls and procedures are effective
based on the required evaluation. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
99.1 Certification of Chief Executive Officer dated March 4, 2003, required by
Section 906 of the Public Company Accounting Reform and Investor Protection Act
of 2002 (18 U.S.C. ss. 1350, as adopted). Attached hereto.
99.2 Certification of Chief Financial Officer dated March 4, 2003, required by
Section 906 of the Public Company Accounting Reform and Investor Protection Act
of 2002 (18 U.S.C. ss. 1350, as adopted). Attached hereto.
(b) Reports on Form 8-K
None
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
March 4, 2003
OLD GOAT ENTERPRISES, INC.
(Registrant)
/s/ Laurel Blanchard
--------------------
Laurel Blanchard, Chief Financial Officer
(Principal Accounting Officer)
11
CERTIFICATION
I, Dennis Cox, President and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly presents in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report ("Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officersand I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were any significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ Dennis Cox
-------------------------
Date: March 4, 2003 Dennis Cox, President/Director/
Chief Executive Officer
12
CERTIFICATION
I, Laurel Blanchard, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly presents in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers, and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report ("Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were any significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ Laurel Blanchard
-------------------------
Date: March 4, 2003 Laurel Blanchard
Chief Financial Officer
13