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 June 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.)
227 South Ninth Avenue
Pocatello, Idaho 83201
(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 August 9, 2002 - 26,500,000 shares
of $.001 par value Common Stock.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 2002
CONTENTS
PAGE
* Unaudited Condensed Balance Sheets,
June 30, 2002 and December 31, 2001 2
Unaudited Condensed Statements of Operations,
for the three and six months ended June 30, 2002
and 2001 and for the period from inception on
December 29, 1994 through June 30, 2002 3
Unaudited Condensed Statements of Cash Flows,
for the six months ended June 30, 2002 and
2001 and for the period from inception on
December 29, 1994 through June 30, 2002 4
Notes to Unaudited Condensed Financial Statements 5 - 7
DENDO GLOBAL CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
June 30, December 31,
2002 2001
___________ ___________
CURRENT ASSETS:
Cash $ 89 $ 142
___________ ___________
Total Current Assets $ 89 $ 142
___________ ___________
$ 89 $ 142
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 5,240 $ 1,899
Advance from related party 250 250
__________ ____________
Total Current Liabilities $ 5,490 $ 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 (78,574) (75,180)
__________ ___________
Total Stockholders' Equity (Deficit) (5,401) (2,007)
__________ ___________
$ 89 $ 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 Six From Inception
Months Ended Months Ended on December 29,
June 30, June 30, 1994 Through
____________________ ____________________ June 30,
2002 2001 2002 2001 2002
________ ________ ________ ________ _________
REVENUE $ - $ - $ - $ - $
- -
EXPENSES:
General and
Administrative 1,026 526 3,394 1,526 33,936
________ ________ ________ ________ _________
OPERATING LOSS (1,026) (526) (3,394) (1,526) (33,936)
OTHER INCOME:
Interest income - 5 - 28 403
________ ________ ________ ________ _________
LOSS BEFORE INCOME TAXES (1,026) (521) (3,394) (1,498)
(33,533)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
________ ________ ________ ________ _________
LOSS FROM
CONTINUING OPERATIONS (1,026) (521) (3,394) (1,498) (33,533)
LOSS FROM
DISCONTINUED OPERATIONS - - - - (45,041)
________ ________ ________ ________ _________
NET LOSS $ (1,026) $ (521) $ (3,394) $
(1,498) $ (78,574)
_________ _________ _________ _________ __________
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 Six From Inception
Months Ended on December 29,
June 30, 1994 Through
June 30,
2002 2001 2002
Cash Flows Provided by Operating
Activities:
Net loss $ (3,394) $ (1,498) $ (78,574)
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 3,341 (350) 5,240
___________ _______ _____________
Net Cash Flows Used by Operating
Activities (53) (1,848) (54,450)
_________ __________ ___________
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)
_________ ________ ___________
Net Cash Provided by Financing
Activities - - 73,423
________ ________ ___________
Net Increase (Decrease) in Cash (53) (1,848) 89
Cash at Beginning of Period 142 7,242 -
_________ ________
___________
Cash at End of Period $ 89 $ 5,394 $ 89
_________ ________ ___________
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 June
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 June
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 June
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 No. 13, and Technical Corrections:
were recently issued. SFAS No. 141, 142, 143, 144 and 145 have
no current applicability to the Company or their effect on the
financial statements would not have been significant.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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
June 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 June 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 six months
ended June 30, 2002 and 2001.
Advance - An officer/shareholder of the Company has advance $250
to the Company on a non-interest bearing basis.
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 June 30, 2002 the Company has available unused
operating loss carryforwards of approximately $78,000, 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, $26,700 and $25,600 at June 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 $1,100 during 2002.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 Six From Inception
Months Ended Months Ended on December 29,
June 30, June 30, 1994 Through
June 30,
2002 2001 2002 2001 2002
_______ _______ _______ ________ ______________
Income (loss) from
continuing operations
available to common
shareholders
(numerator) $(1,026) $ (521) $ (3,394) $ (1,498) $ (33,533)
_______ _______ _________ _________ ______________
Income (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 1,565,611
_______ _______ __________ _________ ___________
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 two 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 five 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 June 30, 2002, cash in the bank was $89
compared to $5,394 for the period ended June 30, 2001, with
liabilities of $5,490 and $2,221 respectively. $25,000
was provided by subscriptions for the purchase of 2,500,000 shares
of Dendo's common stock at a price of $0.01 per share during 1998.
Results of Operations
Three-months and Six - months periods ended June 30, 2002 and June 30,
2001
Dendo has had no material operations for over five years. It
incurred losses of ($1,026), for the three-month period ended
June 30, 2002; and ($521) for the period ended June 30, 2001.
There were no material revenues during the periods ended June 30,
2002 and 2001. General and administrative expenses were $1,026
during June 30, 2002, and $521 during the period ended June
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
June 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: 08/12/02 By /s/ Cornelius Hofman
Cornelius Hofman
President and Chief
Executive Officer