FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2000. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______. Commission File No. 0-17843 REGAL ONE CORPORATION (name of small business issuer in its charter) FLORIDA 95-4158065 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 551 Driftstone Avenue, Las Vegas, NV 89123 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (702) 897-5331 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), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of Securities under a plan confirmed by court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 1,253,765 shares as of June 30, 2000. REGAL ONE CORPORATION Form 1O-Q for the quarter ended June 30, 2000 TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT Part I. Financial Information Item 1. Financial Statements (unaudited): Balance Sheet Statements of Income and Comprehensive Income Statements of Cash Flows Notes to the Financial Statements Item 2. Managements Discussion and Analysis of Plan of Operation Part II. Other Information Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security holders Item 5. Other Information Item 6. Exhibits and reports on form 8-K SIGNATURES PART I. FINANCIAL INFORMATION Item 1. Financial Statements REGAL ONE CORPORATION FINANCIAL STATEMENTS JUNE 30, 2000 Independent Accountant's Report We have reviewed the accompanying balance sheet and the related statements of operations and cash flows of Regal One Corporation as of June 30, 2000 and for the three month and six month periods then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. As discussed in Note 2, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. August 9, 2000 REGAL ONE CORPORATION BALANCE SHEETS June 30, 2000 and December 31, 1999 (See Accountants' Report) June 30, December 31, 2000 1999 (Unaudited) (Audited) ----------- ----------- ASSETS Current Assets Cash $ 2,426 $ 8 ----------- ----------- Total Assets $ 2,426 $ 8 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Due to stockholders and officers $ 132,190 $ 96,190 Accounts payable and accrued liabilities 139,836 158,296 ----------- ----------- Total Current Liabilities 272,026 254,486 ----------- ----------- Stockholders' Equity (Deficit) Preferred stock, no par value. Authorized 50,000,000 shares; issued and outstanding 208,965 shares 500 500 Common stock, no par value. Authorized 50,000,000 shares; issued and outstanding 1,253,765 shares at June 30, 2000 and 1,221,213 shares at December 31, 1999 6,023,564 5,997,113 Additional paid in capital 79 - Accumulated deficit (6,293,743) (6,252,091) ----------- ----------- Net Stockholders' Equity (Deficit) (269,600) (254,478) ----------- ----------- Total Liabilities and Stockholders' Equity (Deficit) $ 2,426 $ 8 =========== =========== See the accompanying notes to the financial statements.
REGAL ONE CORPORATION STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months and Six Months Ended June 30, 2000 and 1999 (See Accountants' Report) (Unaudited) Three Months Ended June 30, -------------------------- 2000 1999 -------------------------- Expenses: Consulting and outside services $ 10,500 $ 10,500 Professional services 10,605 6,077 Other, selling, general and administrative expenses 310 1008 ----------- ----------- 21,415 17,585 ----------- ----------- Loss from Operations (21,415) (17,585) ----------- ----------- Other Income (Expense) - - ----------- ----------- Loss Before Provision for Income Taxes (21,415) (17,585) Income Tax Expenses - - ----------- ----------- Net Income (Loss) (21,415) (17,585) Other Comprehensive Income - - ----------- ----------- Comprehensive (Loss) $ (21,415) $ (17,585) =========== =========== Basic and Diluted Net Loss per Common Share $ (.02) $ (.01) =========== =========== Shares Used in Computing Basic and Diluted per Share Data 1,228,312 1,221,213 =========== =========== See the accompanying notes to the financial statements.
REGAL ONE CORPORATION STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months and Six Months Ended June 30, 2000 and 1999 (See Accountants' Report) (Unaudited) Six Months Ended June 30, -------------------------- 2000 1999 -------------------------- Expenses: Consulting and outside services $ 21,000 $ 22,375 Professional services 19,606 11,576 Other, selling, general and administrative expenses 1,046 1,588 ----------- ----------- 41,652 35,539 ----------- ----------- Loss from Operations (41,652) (35,539) ----------- ----------- Other Income (Expense) - - ----------- ----------- Loss Before Provision for Income Taxes (41,652) (35,539) Income Tax Expenses - - ----------- ----------- Net Income (Loss) (41,652) (35,539) Other Comprehensive Income - - ----------- ----------- Comprehensive (Loss) $ (41,652) $ (35,539) =========== =========== Basic and Diluted Net Loss per Common Share $ (.03) $ (.03) =========== =========== Shares Used in Computing Basic and Diluted per Share Data 1,224,763 1,221,213 =========== =========== See the accompanying notes to the financial statements.
REGAL ONE CORPORATION STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2000 and 1999 (See Accountants' Report) (Unaudited) 2000 1999 ----------- ----------- Cash flows from operating activities: Net income (loss) $ (41,652) $ (35,539) ----------- ----------- Adjustments to reconcile net loss to net cash used by operating activities: Noncash consulting fees 36,000 21,000 Increase (Decrease)in accounts payable and accrued liabilities (18,460) 11,055 ----------- ----------- Total Adjustments 17,540 32,055 ----------- ----------- Net cash used by operating activities (24,112) (3,484) ----------- ----------- Cash Flows from Investing Activities: Net cash provided by investing activities - - Cash flows from financing activities: Proceeds from sales of stock 26,530 - ----------- ----------- Net cash used by financing activities 26,530 - ----------- ----------- Net increase (decrease) in cash 2,418 (3,484) Cash at beginning of period 8 4,818 ----------- ----------- Cash at end of period $ 2,426 $ 1,334 =========== =========== See the accompanying notes to the financial statements.
REGAL ONE CORPORATION STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2000 and 1999 (See Accountants' Report) (Unaudited) 2000 1999 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest $ - $ - =========== =========== Cash paid during the year for income taxes $ - $ - =========== =========== See the accompanying notes to the financial statements.
REGAL ONE CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Business Regal One Corporation (the "Company") located in Las Vegas, Nevada, is a Florida corporation originally incorporated as Electro-Mechanical Services, Inc., in 1959 in Florida. The Company has been involved in a variety of industries including automobile mufflers, real estate, and the pharmaceutical and health fields. The Company is currently not in formal business operations, but is actively seeking a merger candidate. Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions for Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for the quarter ended June 30, 2000, are not necessarily indicative of the results that will be realized for a full year. For further information, refer to the financial statements and notes thereto contained in the Company's Annual Report on Form 10-KSB for the year ending December 31, 1999. NOTE 2 - GOING CONCERN For the fiscal year ended December 31, 1999, the independent auditors report included an explanatory paragraph calling attention to a going concern issue. The Company has suffered recurring losses from operations and at June 30, 2000, continues to have an accumulated deficit. The accompanying financial statements have also been prepared contemplating continuation of the Company as a going concern, which is dependent upon the Company obtaining additional financing to satisfy the operating needs of the Company and/or completing a successful merger. NOTE 3 - PRIOR PERIOD ADJUSTMENT The accompanying financial statements for the quarter ended June 30, 1999, have been restated to correct an error made in 1994 when 30,000 shares of common stock that had been issued in 1993 were incorrectly canceled. The effect of the restatement had no impact on net income. However, the number of shares of common stock outstanding have been adjusted to reflect the additional 30,000 shares. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Company is currently not in formal business operations, but is actively seeking a merger candidate. The Company has not generated significant revenue during the last several years, and has funded its operation primarily through the issuance of additional debt and equity financing. Accordingly, the Company's ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing, or to merge with a going concern company. The Company is currently exploring a merger option. Results of Operations The Company reported no revenues for the quarters ending June 30, 2000 and 1999. Operating expenditures increased from $17,585 in the quarter ended June 30, 1999, to $21,415 in the quarter ended June 30, 2000. The increase of $3,830 is primarily attributable to expenses incurred earlier in the year for fees applicable to the audit of the December 31, 1999 financial statements and the March 31, 2000 review. Liquidity and Capital Resources During the prior year and current quarter, the Company had continuing losses from operations. There can be no assurances that the Company will be able to secure long-term borrowings with which to finance its future operations. The Company does not currently have any established bank lines of credit. The Company's lack of liquidity is reflected in the table below, which shows comparative working capital (current assets less current liabilities) which is an important measure of the Company's ability to meet its short-term obligations. June 30, 2000 December 31, 1999 Working Capital (deficit) $ (269,600) $ (254,478) The Company's financial condition at June 30, 2000, reflects an immediate inability to meet its short-term obligations. At June 30, 2000, the Company had $2,426 in cash on hand. The liabilities of the Company at June 30, 2000, aggregated $272,026. Certain accounts payable are past due, and it is possible that the persons to whom these obligations are due may seek to collect the amounts due them. Stock Option Plan The Company's Stock Option Plan (Plan) is for its employees, directors, officers and consultants or advisors of the Company. In May 1995, the Company filed a registration statement on Form S-8 covering 3,000,000 shares of common stock for this Plan. Since May 1995, holders have exercised options to purchase 581,058 shares of common stock. Options were exercised during the quarter ended June 30, 2000, totaling 32,552 leaving 2,418,942 yet available, with an amended expiration date of March 31, 2001 (See the Company's 14c, filed February 19, 1999). Cautionary Statements Regarding Forward-Looking Statements Certain statements contained in this Form 10-QSB regarding matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward- looking statements. All statements that address operating performance, liquidity issues, or events or developments that management expects or anticipates to occur in the future are forward-looking statements. The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance. Many factors could cause actual results to differ materially from estimates contained in management's forward-looking statements. Some of these factors are adverse economic conditions, inadequate capital, availability of alternative financing resources, unexpected costs, and the Company's ability to manage its recurring losses and shareholders' deficit. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not aware of any litigation either pending, asserted, unasserted, or threatened. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. 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 Exhibits None. A copy of any of the exhibits listed or referred to above, if any, will be furnished at a reasonable cost to any person who was a shareholder of the Company on June 30, 2000, upon receipt from any such person of written request for any such exhibit. Such request should be sent to the Company with the attention directed to the Corporate Secretary. Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 14, 2000 REGAL ONE CORPORATION (Registrant) By: /s/ Dr. Malcolm Currie Dr. Malcolm Currie, Chairman