As filed with the Securities and Exchange Commission on October 29, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2003
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 Number 333-91356
Old Goat Enterprises Inc.
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(Exact name of registrant as specified in its charter)
Nevada 98-0374121
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
4526 Neville Street Burnaby B.C. Canada V5J 2G8
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 435-9071
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
--------------------------------- ---------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.00001 per share
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(Title of class)
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. Yes X No
--- ---
1
Number of shares outstanding of the registrant's class of common stock as of
October 23, 2003: 35,500,000
Authorized share capital of the registrant: 75,000,000 common shares , par value
of $0.001
The Company recorded $nil revenue for the quarter ended September 30, 2003.
FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER
STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY
REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY
STATEMENTS - INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY
REPORT ON FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE
COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS
ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL
OR THEY MAY BE UNSUCCESSFUL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.
2
TABLE OF CONTENTS
Page Number
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets...........................................................4
Statements of Operations.................................................5
Statement of Stockholder's Equity........................................6
Statements of Cash Flows.................................................7
Notes to the Financial Statements....................................8 - 9
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.......................................9
ITEM 3. CONTROLS AND PROCEDURES.............................................11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS...................................................12
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS...........................12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................12
ITEM 5. OTHER INFORMATION...................................................12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................13
SIGNATURES..................................................................13
3
OLD GOAT ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
September 30, 2003 March 31, 2003
------------------ -----------------
(UNAUDITED)
ASSETS
Current Assets
Cash $ 24,679 $ 4,264
Prepaid expenses 493 -
------------------ -----------------
Total Assets $ 25,172 $ 4,264
================== =================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 2,760 $ -
------------------ -----------------
Total Liabilities 2,760 -
------------------ -----------------
Stockholders' Equity
Authorized Common stock:
75,000,000 shares with a par value of $0.001
Issued and outstanding:
35,500,000 and 2,800,000 shares respectively. 3,550 2,800
Additional paid-in capital 90,450 16,200
Deficit accumulated during the
development stage (71,588) (14,736)
------------------ -----------------
Total Stockholders' Equity 22,412 4,264
------------------ -----------------
Total Liabilities and Stockholders' Equity $ 25,172 $ 4,264
================== =================
NATURE OF OPERATIONS (NOTE 1)
The accompanying notes are an integral part of these financial statements.
4
OLD GOAT ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
Cumulative amounts from Date Six month period
of Incorporation on ended September 30
April 23, 2002 to (see Note 2)
September 30, 2003 2003 2002
-------------------- ------------ ------------
Operating Expenses
Bank charges $ 698 $ 577 $ 64
Marketing 33,307 33,307 -
Office and administration 4,947 4,682 265
Organizational costs 1,000 - 1,000
Professional fees 25,719 13,869 7,850
Web site operations and development 5,917 4,417 1,500
------------ ------------ ------------
Loss Before Other Expenses (71,588) (56,852) (10,679)
------------ ------------ ------------
Net Loss for the Period (71,588) (56,852) (10,679)
------------ ------------ ------------
Basic and Deluded Loss Per Common Share - $ - $ -
============ ============ ============
Weighted average number of common shares
outstanding adjusted for the 10 for 1 forward
split on September 22, 2003 (Note 4) 29,213,333 34,311,480 24,762,500
============ ============ ============
The accompanying notes are an integral part of these financial statements.
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OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
Deficit
Accumulated
Common Stock Additional During the Total
Shares Amount Paid-in Development Stockholders'
Capital Stage Equity
------------- ------------- ------------- ------------- ---------------
Inception, April 23, 2002 - $ - $ - $ - $ -
Issuance of common stock 2,800,000 2,800 16,200 - 19,000
Net loss for the year - - - (14,736) (14,736)
------------- ------------- ------------- ------------- ---------------
Balance, March 31, 2003 2,800,000 2,800 16,200 (14,736) 4,264
Issuance of common stock 750,000 750 74,250 - 75,000
(Note 4)
10 for 1 forward split of issued
and outstanding shares 31,950,000 - - - -
(Note 4)
Net loss for the period - - - (56,852) (56,852)
------------- ------------- ------------- ------------- ---------------
Balance, September 30, 2003 35,500,000 $ 3,550 $ 90,450 $ (71,588) $ 22,412
============= ============= ============= ============== ===============
The accompanying notes are an integral part of these financial statements.
6
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative Amounts From Six month period
Date of Incorporation on ended September 30
April 23, 2002 to (see Note 2)
September 30, 2003 2003 2002
-------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss for the Period $ (71,588) $ (56,852) $ (10,679)
Adjustments to reconcile net loss to net
cash used in operating activities
Increase in prepaid expenses (493) (493) -
Increase in accounts payable 2,760 2,760 -
-------------- ------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (69,321) (54,585) (10,679)
-------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 94,000 75,000 19,000
-------------- ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 94,000 75,000 19,000
-------------- ------------- -------------
NET INCREASE IN CASH 24,679 20,415 8,321
CASH AT BEGINNING OF PERIOD - 4,264 -
-------------- ------------- -------------
CASH AT END OF PERIOD $ 24,679 $ 24,679 $ 8,321
============== ============= =============
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Cash paid for income taxes $ - $ - $ -
Cash paid for interest $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
7
OLD GOAT ENTERPRISES, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(UNAUDITED)
1. DEVELOPMENT STAGE ENTERPRISES
The Company was incorporated on April 23, 2002 under the laws of Nevada and
is considered a development stage company. It has not generated significant
revenues from operations. The Company is pursuing opportunities in the
development of a business as a distributor of specialty personal care
products.
In the opinion of management, the accompanying financial statements contain
all adjustments necessary (consisting only of normal recurring accruals) to
present fairly the financial information contained therein. These
statements do not include all disclosure required by generally accepted
accounting principles in the United States of America and should be read in
conjunction with the audited financial statements of the Company for the
year ended March 31, 2003. The results of operations for the period ended
September 30, 2003 are not necessarily indicative of the results to be
expected for the year ending March 31, 2004.
2. COMPARATIVE RESULTS
Comparative results for the six months ended September 30, 2002 are from
the date of incorporation on April 23, 2002.
3. GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America 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 no
current source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern. The
Company's ability to continue as a going concern is dependent on additional
cash financings, and, ultimately, upon achieving profitable operations
through the development of its business. These financial statements do not
include any adjustments that would be necessary should the Company be
unable to continue as a going concern. Such adjustments could be material.
September 30 March 31
2003 2003
---- ----
Deficit accumulated during the development stage (71,588) (14,736)
Working capital 22,412 4,264
4. COMMON STOCK
The Company's authorized common stock consists of 75,000,000 shares with a
par value of $0.001 per share. All shares have equal voting rights and,
when validly issued and outstanding, are entitled to one non-cumulative
vote per share in all matters to be voted upon by stockholders. The shares
have no pre-emptive, subscription, conversion or redemption rights and may
be issued only as fully paid and non-assessable shares. Holders of the
common stock are entitled to equal rateable rights to dividends and
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distributions with respect to the common stock, as may be declared by the
Board of Directors out of funds legally available.
On April 30, 2003, the Company completed a public offering under its SB-2
Registration Statement. It issued 750,000 shares of common stock for $0.10
per share, or $75,000 under share subscriptions received in advance of the
completion.
On September 8, 2003 the Board of Directors of the Company approved a 10
for 1 forward stock split of the Company's issued and outstanding common
stock. Nine additional shares were issued, for every share held, to
stockholders of record on September 22, 2003. The result was an increase in
the number of issued and outstanding shares from 3,550,000 to 35,500,000.
5. SEGMENTED INFORMATION
The Company's operations have been conducted as one reportable segment.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
Old Goat Enterprises Inc. was incorporated under the laws of the state of Nevada
on April 23, 2002. The Company's fiscal year end is March 31.
On December 24, 2002 our Form SB-2 registration statement was declared
effective. We closed the offering on April 30, 2003, raising a total of $75,000
for the sale of 750,000 shares at a price of $0.10 per share. The offering was
fully subscribed for. On September 24, 2003, our common stock commenced trading
on the Over the Counter Electronic Bulletin Board under the trading symbol
"OGTE.BB."
We currently have no revenue from operations, we are in a start-up phase with
our existing assets and we have no significant assets, tangible or intangible.
There can be no assurance that we will generate revenues in the future, or that
we will be able to operate profitably in the future, if at all. We have incurred
net losses in each fiscal year since inception of our operations.
We are in the preliminary stages of creating a business as a retailer of
specialty personal care products. These products are designed for the use of
consumers who are sensitive to certain chemical additives commonly found in mass
produced personal care products. Our Company intends to sell products that will
provide customers with alternative products that have been manufactured without
certain compounds that may cause irritation for the consumer.
We are initially planning to offer two parallel types of products for sale to
consumers. The first is a line of specialty products based on the naturally
moisturizing properties of goat's milk. This by-product of the production of
milk, cheese and yogurt is a super-rich milk and is appropriate for cosmetic
uses. It is believed that the goat's milk contains naturally occurring proteins
and compounds that are absorbed by the skin, resulting in a natural moisturizing
effect. This product line may consist of goat's milk soaps, goat's milk
moisturizing lotions, goat's milk body wash and goat's milk foaming milk bath.
The second is an assortment of personal care products that do not contain
certain chemical compounds believed to be irritants to the consumers. If a
consumer believes that certain chemical compounds found in body care products
are irritants to their skin, they will be able to purchase alternative personal
care products that are manufactured using different methods and ingredients.
9
During the second quarter, we completed additional improvements to our website
to provide more specific information about our products. Without significant
additional capital for awareness advertising, we are finding that it is doubtful
that we will be able to drive traffic to our website and provide a profitable
level of sales. A major supplier of the goats milk product has also changed its
strategy to aggressively pursue direct retail sales. This may significantly
impact our ability to develop a successful business plan around these products.
As an alternative, we have undertaken initiatives to identify and potentially
develop relationships with distributors in middle eastern countries and in other
parts of the world. During the quarter, we started a program to obtain
regulatory approval to sell the products in Israel, where goats milk properties
are well known. There can be no assurance that we will be successful in
developing a market for these products.
We are also actively evaluating other opportunities that would potentially
enhance stockholder value and improve the company's chances in attracting
additional capital.
In order to continue with our business plan, we will likely require additional
equity or debt funding within approximately 6-9 months. There can be no
assurance we will be successful in obtaining additional financing on favorable
terms, if at all. We have limited funds to maintain our own ongoing expenses.
Without an infusion of new capital, we will not be able to maintain current
operations beyond these periods.
Management Discussion and Analysis
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Form 10-QSB; and our 10-KSB for March 31,
2003.
At September 30, 2003, we had working capital of $22,412, compared to working
capital of $4,264 at March 31, 2003.
At September 30, 2003, our total assets consisted of $24,679 of cash and $493 of
prepaid expenses. This compares with total assets at March 31, 2003 consisting
solely of cash of $4,264.
At September 30, 2003, our total current liabilities increased to $2,760 from
$nil at March 31, 2003, for accounts payable.
We have not had revenues from inception. Although there may be insufficient
capital to execute our business plan, we expect to survive with funding from
sales of securities and, as necessary or from shareholder loans.
We do not anticipate making any major purchases of capital assets in the next 12
months, or conducting any research and development directly. Our current
corporate employee count is only likely to change if we can raise additional
capital, and open a retail operation.
Results of Operations
Our company posted losses of $56,852 for the six months ended September 30,
2003, compared with the losses of $10,679 for the comparable period in 2002.
From inception to September 30, 2003 we incurred losses of $71,588. The
principal component of losses for the six month period ended September 30, 2003
was marketing expenses of $33,307, professional fees of $13,869 and $4,417 for
website development. Our marketing expenses include costs for the review,
10
selection and negotiation with potential distributors and for samples provided
to potential distributors.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Securities Exchange Act of 1934 is accumulated and communicated
to our management, including our principal executive office and principal
officer, as appropriate to allow timely decisions regarding required disclosure.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 30,2003 we completed our offering for 750,000 shares of common stock of
our company at a price of $0.10 per share. The shares were offered under a SB-2
made effective December 24, 2002. The offering was fully subscribed for and we
received $75,000.00 in cash.
On September 8, 2003 the Board of Directors of the Company approved a 10 for 1
forward stock split of the Company's issued and outstanding common stock. Nine
additional shares were issued, for every share held, to stockholders of record
on September 22, 2003. The result was an increase in the number of issued and
outstanding shares from 3,550,000 to 35,500,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 11, 2003 the stockholders of the Company approved by unanimous written
consent, the adoption of the Company's 2003 Employees/Consultants Stock
Compensation Plan. The Plan is attached as Exhibit 10.2.
ITEM 5. OTHER INFORMATION
On September 8, 2003, our Board of Directors' appointed Ms. Lois Meisinger as
our new Chief Executive Officer. She has extensive, hands on business experience
and since 1982, has been a partner or sole owner of several private companies
involved in retail and industrial operations. Over the last five years, her
business activities were as follows:
High-rise window washing
Formed 1993 sold 2000 100% ownership interest
Marina/pub/fine dining restaurant
Bought 1995 sold 2001 50% ownership interest
Dry cleaning plants
Formed 1980 sold 2001 80% ownership interest
Bought 2000 sold 2003 25% ownership interest
Trucking company
Bought 1995 closed 2000 50% ownership interest
Logging company
Bought 1995 sold 2003 25% ownership interest
Bookkeeping business
Formed 1979 closed 2000 100% ownership interest
Mechanical service company
Formed 1980 sold 2000 50% ownership interest
She holds a B.Ed degree from the University of Alberta, which she obtained in
1971. Ms. Meisinger's appointment followed the resignation as CEO by Mr. Dennis
Cox. Mr. Cox is remaining as a director.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
------- ------------
3.1 Articles of Incorporation*
3.2 By-laws*
10.1 Form of Subscription Agreement*
10.2 2003 Employees/Consultants Stock Compensation Plan
* Incorporated by reference to our SB2 Registration Statement Amendment 4
filed on December 24, 2002, SEC File Number 333-91356.
31.1 CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
31.2 CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
32.1 CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, SECTION 906
32.2 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, SECTION 906
Reports on Form 8-K
Filed September 11, 2003 describing the 10 for 1 forward stock split for
stockholders of record on September 22, 2003 and the appointment of Ms. Lois
Meisinger as President and CEO of the Company.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 23rd day of
October, 2003. OLD GOAT ENTERPRISES INC.
Date: October 23, 2003 By: /s/Lois Meisinger
-------------------
Lois Meisinger
President/CEO
By: /s/Laurel Blanchard
-------------------
Laurel Blanchard
Chief Financial Officer
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