SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2002
Commission File No. 0-25675
COMBINED PROFESSIONAL SERVICES, INC.
---------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0346441
---------------------------- -----------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
433 Plaza Real, Suite 275, Boca Raton, FL 33432
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(Address and principal executive offices)
(561) 962-4194
----------------
(Issuer's telephone number)
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 CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,687,200 shares as of August 10,
2002.
1
Transitional Small Business Format: No
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Registrant's Financial Statements are filed herewith following the signature
page.
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with the generally
accepted accounting principles have been omitted. However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations for
the period presented have been made. The results for interim periods are not
necessarily indicative of trends or of results to be expected for the full year.
These financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-KSB for the
fiscal year ended December 31, 2001.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
- PLAN OF OPERATION
We have no active operations other than seeking to enter into a business
combination. We have hired a new President and have issued shares to him which
must be returned to the company if he does not meet certain employment and
acquisition milestones. There can be no assurance that we will be successful in
finding a suitable business combination. We are seeking to control our expenses
during our search for an acquisition candidate.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits -
99.1 - Certification by CEO pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
99.2 - Certification by CFO pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
(B) Reports on Form 8-K. None filed for the quarter ended June 30,
2002.
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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.
BSD SOFTWARE, INC.
August 10, 2002 By: S/JEFF SPANIER
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Jeff Spanier, President (Principal
Executive, Financial and Accounting
Officer)
4
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
JUNE 30,
2002 DECEMBER 31,
(UNAUDITED) 2001
----------- ------------
ASSETS
TOTAL CURRENT ASSETS $ -- $ --
OTHER ASSET
Investment - Held-to-Maturity Security 3,320 3,320
-------- --------
TOTAL ASSETS $ 3,320 $ 3,320
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable $ -- $ 2,213
Due to Officer 7,727 600
-------- --------
TOTAL CURRENT LIABILITIES 7,727 2,813
-------- --------
STOCKHOLDERS' DEFICIT
Common Stock, $.001 par value authorized
50,000,000 shares; 9,300,000 shares
issued and outstanding 9,300 9,300
Additional Paid in Capital 4,975 4,975
Deficit Accumulated During
Development Stage (18,682) (13,768)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (4,407) 507
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 3,320 $ 3,320
======== ========
See accompanying notes to financial statements.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended October 11, 1995
---------------------- ---------------------- (Inception)
June 30, June 30, June 30, June 30, to June 30,
2002 2001 2002 2001 2002
-------- -------- -------- -------- ----------------
INCOME:
Revenue $ - $ - $ - $ - $ 10,609
--------- --------- --------- --------- ---------
TOTAL INCOME - - - - 10,609
--------- --------- --------- --------- ---------
OPERATING EXPENSES
General and Administrative 4,264 - 4,914 - 40,182
--------- --------- --------- --------- ---------
TOTAL EXPENSES 4,264 - 4,914 - 40,182
--------- --------- --------- --------- ---------
INCOME (LOSS) FROM
OPERATIONS (4,264) - (4,914) - (29,573)
OTHER INCOME - - - - 10,891
--------- --------- --------- --------- ---------
NET INCOME (LOSS) $ (4,264) $ - $ (4,914) $ - $ (18,682)
========= ========= ========= ========= =========
BASIC AND DILUTED NET
INCOME (LOSS) PER SHARE $ (0.00) $ - $ (0.00) $ - $ (0.00)
========= ========= ========= ========= =========
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON STOCK
OUTSTANDING 9,300,000 9,075,824 9,300,000 7,564,088 5,362,184
========= ========= ========= ========= =========
See accompanying notes to financial statements.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development State Enterprise)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
October 11, 1995
Six Months Ended (Inception)
June 30, June 30, to June 30,
2002 2001 2002
-------- -------- ----------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (Loss) $ (4,914) $ -- $ (18,682)
Increase (Decrease) in Accounts Payable (2,213) -- --
-------- -------- ----------------
NET CASH USED IN
OPERATING ACTIVITIES (7,127) -- (18,682)
-------- -------- ----------------
CASH FLOWS FROM
INVESTING ACTIVITIES -- -- --
-------- -------- ----------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Advances from Officer 7,127 7,127
Issue common stock -- -- 11,100
Treasury stock -- -- (145)
-------- -------- ----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 7,127 -- 18,682
-------- -------- ----------------
Net increase
(decrease) in cash -- -- --
Cash, Beginning of Period -- 296 --
-------- -------- ----------------
Cash, End of Period $ -- $ 296 $ --
======== ======== ================
See accompanying notes to financial statements.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation S-B of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with Notes
to Financial Statements contained in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2001. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six months
ended June 30, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual
results could differ from those estimates.
2. Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has sustained
recurring operating losses and has minimal assets. These factors raise
substantial doubt as to the Company's ability to continue as a going concern.
The Future of the Company is dependent upon its ability to raise additional
working capital and to seek potential merger candidates.
3. Subsequent Event
On July 18, 2002, the Company elected a new director and president. On
that same day, the Company cancelled the outgoing president's 4,500,000 shares
of common stock and issued 4,000,000 shares to the new president.