U.S. Securities and Exchange Commission
Washington D.C. 20549
Form 10-QSB
[X] Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
For the Quarter Ended September 30, 2002
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number:
Dendo Global Corporation
(name of small business issuer as specified in its charter)
Nevada 87-0533626
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5555 N. Starridge Way
Star, Idaho 83669
(Address of principal executive offices)
Registrant's telephone no., including area code: (208) 233-8001
N/A
Former name, former address, and former
fiscal year, if changed since last report.
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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___.
Common Stock outstanding at November 19, 2002 - 2,775,000 shares
of $.001 par value Common Stock.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2002
CONTENTS
PAGE
* Unaudited Condensed Balance Sheets,
September 30, 2002 and December 31, 2001 2
Unaudited Condensed Statements of Operations,
for the three and nine months ended September 30, 2002
and 2001 and for the period from inception on
December 29, 1994 through September 30, 2002 3
Unaudited Condensed Statements of Cash Flows,
for the nine months ended September 30, 2002 and
2001 and for the period from inception on
December 29, 1994 through September 30, 2002 4
Notes to Unaudited Condensed Financial Statements 5 - 8
DENDO GLOBAL CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
September 30, December 31,
2002 2001
___________ ___________
CURRENT ASSETS:
Cash $ 1,025 $ 142
___________ ___________
Total Current Assets $ 1,025 $ 142
___________ ___________
$ 1,025 $ 142
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 6,383 $ 1,899
Advance from related party 250 250
Accrued interest payable - related party 2 -
Note payable - related party 1,000 -
__________ ____________
Total Current Liabilities $ 7,635 $ 2,149
__________ ____________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
5,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
2,775,000 shares issued and
outstanding 2,775 2,775
Capital in excess of par value 70,398 70,398
Deficit accumulated during the
development stage (79,783) (75,180)
__________ ___________
Total Stockholders' Equity (Deficit) (6,610) (2,007)
__________ ___________
$ 1,025 $ 142
__________ ___________
Note: The balance sheet as of December 31, 2001 was taken
from the audited financial statements at that date
and condensed.
The accompanying notes are an integral part of these
unaudited condensed financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three For the Nine From Inception
Months Ended Months Ended on December 29,
September 30, September 30, 1994 Through
____________________ ____________________ September 30,
2002 2001 2002 2001 2002
________ ________ ________ ________ _________
REVENUE $ - $ - $ - $ - $ -
EXPENSES:
General and
Administrative 1,207 4,050 4,601 5,221 35,143
________ ________ ________ ________ _________
OPERATING LOSS (1,207) (4,050) (4,601) (5,221) (35,143)
OTHER INCOME:
(EXPENSE):
Interest income - 3 - 15 403
Interest expense (2) - (2) - (2)
Total Other
Income
(Expense) (2) 3 (2) 15 401
______ _______ _______ _______ ________
LOSS BEFORE INCOME TAXES (1,209) (4,047) (4,603) (5,206) (34,742)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
________ ________ ________ ________ _________
LOSS FROM
CONTINUING OPERATIONS (1,209) (4,047) (4,603) (5,206) (34,742)
DISCONTINUED OPERATIONS
Loss from operations of
discontinued line of
business - - - - (45,041)
________ ________ ________ ________ _________
NET LOSS $ (1,209) $ (4,047) $ (4,603) $ (5,206) $ (79,783)
_________ _________ _________ _________ __________
LOSS PER COMMON SHARE:
Continuing operations $ (.00)$ (.00) $ (.00) $ (.00) $ (.02)
Discontinued operations - - - - (.03)
________ ________ ________ ________ _________
TOTAL LOSS PER SHARE: $ (.00)$ (.00) $ (.00) $ (.00) $ (.05)
_________ _________ _________ _________ __________
The accompanying notes are an integral part of these
unaudited condensed financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Nine From Inception
Months Ended on December 29,
September 30, 1994 Through
September 30, 2002 2001 2002
Cash Flows Provided by Operating
Activities:
Net loss $ (4,603) $ (5,206) $ (79,783)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation and amortization - - 10,339
Non-cash expense - - 8,545
Changes in assets and liabilities:
Increase (decrease) in accounts
payable 4,484 (1,576) 6,383
Increase in accrued interest-
payable - related party 2 - 2
___________ _______ _____________
Net Cash Flows Used by Operating
Activities (117) (6,782) (54,514)
_________ __________ ___________
Cash Flows Provided by Investing Activities
Organizational costs - - (330)
Purchase of equipment - - (6,023)
Software purchase - - (12,531)
_________ ________ ___________
Net Cash Provided by Investing
Activities - - (18,884)
_________ ________ ___________
Cash Flows Provided by Financing
Activities:
Proceeds from issuance of common
stock - - 77,500
Stock offering costs - - (4,327)
Advance from related party - - 250
Proceeds from capital lease - - 8,500
Payments on capital lease - - (8,500)
Proceeds from note payable -
related party 1,000 1,000
________ ________ ___________
Cash Provided by Financing
Activities 1,000 - 74,423
________ ________ ___________
Net Increase (Decrease) in Cash 883 (6,782) 1,025
Cash at Beginning of Period 142 7,242 -
Cash at End of Period $ 1,025 $ 460 $ 1,025
_________ ________ ___________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ 79
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the period from inception on December 29, 1994 through September
30, 2002:
During 1999, the Company transferred assets with a net book value
of $8,545 to its former president for compensation expense.
The accompanying notes are an integral part of these
unaudited condensed financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Dendo Global Corporation (the Company) was
organized under the laws of the State of Nevada on December
29, 1994 as Top Flight Software, Inc. The Company subsequently
changed its name to Dendo Global Corporation. The Company had
been developing and marketing management software for pigeon
breeders and racers. However, the business proved to be
unsuccessful and during January 1999 the Company discontinued
its operations and is now exploring various other business
opportunities. The Company is considered a development stage
company as defined in SFAS No. 7. The Company has, at the present
time, not paid any dividends and any dividends that may be paid
in the future will depend upon the financial requirements of the
Company and other relevant factors.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at September
30, 2002 and 2001 and for the periods then ended have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto
included in the company's December 31, 2001 audited financial
statements. The results of operations for the period ended September
30, 2002 and 2001 are not necessarily indicative of the operating
results for the full year.
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting 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, the disclosures of
contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from
those estimated.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 141, "Business Combinations",
SFAS No. 142, "Goodwill and Other Intangible Assets", and SFAS
No. 143, "Accounting for Asset Retirement Obligations",
SFAS 144,"Accounting for the Impairment or Disposal of
Long-lived Assets", and SFAS 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement
o. 13, and Technical Corrections", SFAS No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities", and
SFAS No. 147,"Acquisitions of Certain Financial
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Institutions - an Amendment of FASB Statements No. 72 and
144 and FASB interpretation No. 9", were recently issued.
SFAS No. 141,142, 143, 144, 145, 146 and 147 have no
current applicability to the Company or their effect
on the financial statements would not have been significant.
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 5,000,000 shares
of preferred stock, $.001 par value, with such rights,
preferences and designations and to be issued in such series
as determined by the Board of Directors. No shares are issued and
outstanding at September 30, 2002 and December 31, 2001.
Common Stock - The Company has authorized 50,000,000 shares of
common stock at $.001 par value. As of September 30, 2002 and
December 31, 2001 the Company had 2,775,000 shares issued and
outstanding.
Change in Control - During August 1998, an individual purchased
2,500,000 shares of common stock of the Company giving him 90%
controlling interest in the Company. Total proceeds from the
sale of stock amounted to $25,000 (or $.01 per share). The
former officer and director resigned and the individual was
elected as the new president and board member.
NOTE 3 - RELATED PARTY TRANSACTIONS
Rent - The Company has not had a need to rent office space.
An officer of the Company is allowing the Company to use his
address, as needed, at no expense to the Company.
Management Compensation - The Company did not pay any cash
compensation to its officers and directors during the nine
months ended September 30, 2002 and 2001.
Advance - An officer/shareholder of the Company has advanced
$250 to the Company on a non-interest bearing basis.
Note Payable - On September 11, 2002, the Company signed a
$1,000 notepayable to an entity controlled by a shareholder
of the Company. The note accrues interest at 10% per annum and
is due on demand. AtSeptember 30, 2002, accrued interest
payable on the note amounted to $2.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". SFAS No. 109 requires the Company to
provide a net deferred tax asset/liability equal to the
expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any
available operating loss or tax credit carryforwards. At
September 30, 2002 the Company has available unused
operating loss carryforwards of approximately $79,800,
which may be applied against future taxable income and which
expire in various years through 2022. The amount of and
ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part,
upon the tax laws in effect, the future earning of the Company,
and other future events, the effects of which cannot be
determined. Because of the uncertainty surrounding the
realization of the loss carryforwards, the Company has
established a valuation allowance equal to the tax effect
of the loss carryforwards and, therefore, no deferred tax
asset has been recognized for the loss carryforwards. The
net deferred tax assets are approximately, $27,100 and
$25,600 at September 30,2002 and December 31, 2001,
respectively, with an offsetting valuation allowance of the
same amount resulting in a change in the valuation allowance
of approximately $1,500 during the nine months ended September
20, 2002.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going concern.
However, the Company has incurred significant losses in recent
years and has not yet been successful in establishing profitable
operations. Further, the Company has current liabilities in excess
of current assets. These factors raise substantial doubt about
the ability of the Company to continue as a going concern.
In this regard, management is proposing to raise any necessary
additional funds not provided by operations through loans or
through additional sales of its common stock. There is no
assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The
financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
NOTE 6 - LOSS PER COMMON SHARE
The following data shows the amounts used in computing loss
per share:
For the Three For the Nine From Inception
Months Ended Months Ended on December 29,
September 30, September 30, 1994 Through
September 30,
2002 2001 2002 2001 2002
_______ _______ _______ ________ ______________
Loss from
continuing operations
available to common
shareholders
(numerator) $(1,209) $ (4,047) $(4,603) $ (5,206) $ (34,742)
_______ _______ _________ _________ ______________
Loss from
discontinued
operations
available to common
shareholders
(numerator) - - - - (45,041)
_______ _______ _________ __________ ____________
Weighted average
number of common
shares outstanding
used in loss per
share for the
period
(denominator) 2,775,000 2,775,000 2,775,000 2,775,000 1,604,899
_______ _______ __________ _________ ___________
Dilutive loss per share was not presented, as the Company
had no common stock equivalent shares for all period presented
that would affect the computation of diluted loss per share.
ITEM 2.
Management's Discussion and Analysis of Financial Condition
And Results of Operations
Plan of Operation
Dendo has not engaged in any material operations or had any
revenues from operations during the last three fiscal years.
The Company is presently attempting to determine which industries
or areas where the Company should concentrate its business efforts,
and at that determination, will formulate its business plan and
commence operations. During the next two 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,
which the Company expects to pay from advances from management.
Liquidity and Capital Resources
During the period ended September 30, 2002, cash in the bank was
$1,025compared to $460 for the period ended September 30, 2001,
with liabilities of $7,635 and $995 respectively. $25,000 was
provided bysubscriptions for the purchase of 2,500,000 shares of
Dendo's commonstock at a price of $0.01 per share during 1998.
Results of Operations
Three-months and Nine-months periods ended September 30,
2002 and September 30, 2001
Dendo has had no material operations for over five years. It
incurred losses of ($1,209), for the three-month period ended
September 30, 2002; and ($4,047) for the period ended September
30, 2001.
There were no material revenues during the periods ended
September 30,2002 and 2001. General and administrative expenses
were $1,207 for the three-month period ended September 30, 2002,
and $4,050 during the same period ended September 30, 2001.
These expenses are primarily legal and accounting costs.
PART II - OTHER INFORMATION
ITEM I Legal Proceedings
None.
ITEM 2 Change in Securities
None.
ITEM 3 Defaults on Senior Securities
None.
ITEM 4 Submission on Matters to a Vote of Security Holders
None.
ITEM 5 Other Information
None.
ITEM 6 Exhibits and Reports on Form 8-K
(A) Exhibits
None.
(B) Reports on Form 8-K;
None.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dendo Global
Corporation (the "Company") on Form 10-QSB for the period ending
September 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Cornelius Hofman,
Chief Executive Officer, President and Treasurer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of
Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.
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, hereunto duly authorized.
Dendo Global Corp.
Date: 11/19/02 By /s/ Cornelius Hofman
Cornelius Hofman
President and Chief
Executive Officer