MPEG SUPER SITE INC
10QSB/A, 2001-01-19
REAL ESTATE
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

Amendment #1

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
 
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ended __________________
 
Commission file number __________________

__________MPEG SUPER SITE, INC.______
(Exact name of small business as specified in its charter)
 
COLORADO 84-503585
(State or other jurisdiction of (IRS Employer Identification #)
incorporation or organization)
 
22865 Lake Forest, Suite 19 (949) 768-7490
Lake Forest, California 92630 (Telephone Number)
(Address of principal executive offices)
 
__________________________________________________________________
(Former name, former address, and former fiscal year, if changed since last report)
__________________________________________________________________
 
__________________________________________________________________

Applicable only to issuers involved in bankruptcy proceedings 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 distribution of securities under a plan confirmed by a court.
 
Applicable only to corporate issuers.
State the number of shares outstanding of each of the issuer's classes of common equity, as of the
last practicable date: ______________________ ______________________
______________________ ______________________
 
Transitional Small Business Disclosure Format: [ ] YES [ X ] NO

I


MPEG Super Site, Inc. Quarterly Report

  Table of Contents  
     
     
FINANCIAL STATEMENTS   3
     
MANAGEMENT'S DISCUSSION AND A NALYSIS OF FINANCIAL CONDITION 6
     
OTHER INFORMATION    
Legal Proceedings   7
     
SIGNATURES   8
     
INDEX TO EXHIBITS   9

II


     Quarterly Report ______________________________________________________________________________

FINANCIAL STATEMENTS    
     
MPEG Super Site, Inc.    
(A Development Stage Company)    
BALANCE SHEET    
September 30, 2000    
ASSETS    
     
Current Assets    
Cash   $ 1,347
Total Current Assets   $ 1,347
     
Other Assets    
Deposits   $ 39,350
     
TOTAL ASSETS   $ 40,697
     
LIABILITIES AND STOCKHOLDERS' EQUITY    
     
Current Liabilities    
Accounts Payable   $ 135,466
Accrued Expenses   $ 175,000
Due to Shareholder   $ 231,642
Total Current Liabilities   $ 542,108
     
Long Term Debt   $ 0
     
Stockholders' Equity    
Common Stock   $ 16,294
Additional Paid in Capital   $ 720,402
Deficit Accumulated During Development Stage   $ (1,238,107)
Total Stockholders' Equity   $ (501,411)
     
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40,697

3


     Quarterly Report ______________________________________________________________________________

MPEG Super Site, Inc.      
(A Development Stage Company)      
STATEMENT OF CASH FLOWS      
       
    3 Months Ended 3 Months Ended
    September 30, 2000 September 30, 1999
       
CASH FLOWS FROM OPERATION ACTIVITIES  
Net Income (Loss)   $ (26,515 ) $ (364,160)
       
(Increase) Decrease in Accounts Receivable $ 7,000 $ 31,595
Increase in Accounts Payable   $ 5,222 $ 120,411
Increase in Accrued Liabilities   $ 1,494 $ 9,357
Increase in Due To Shareholder   $ 13,201 $ 0
    $ 402 $ (202,796)
       
CASH FLOWS FROM FINANCING ACTIVITIES    
(Increase) Decrease in Deposits   $ 800 $ (168,500)
    $ 1,202 $ (371,296)
       
CASH FLOWS FROM INVESTING ACTIVITIES    
    $ 0 $ 0
    $ 1,202 $ (374,296)
       
BEGINNING CASH   $ 145 $ 414,000
       
ENDING CASH   $ 1,347 $ 42,704

4


     Quarterly Report ______________________________________________________________________________

MPEG Super Site, Inc.    
(A Development Stage Company)    
STATEMENT OF OPERATIONS    
     
  3 Months Ended 3 Months Ended
  September 30, 2000 September 30, 1999
     
INCOME    
Revenue $ 0 $ 0
TOTAL INCOME $ - $ -
     
EXPENSES    
Selling, General and Administrative $ 26,514.62 $ 364,160.35
TOTAL EXPENSES $ 26,514.62 $ 364,160.35
     
INCOME (LOSS) FROM OPERATIONS $ (26,514.62) $ (364,160.35)
Interest Income $ 0 $ 0
INCOME (LOSS) BEFORE INCOME TAXES $ (26,514.62) $ (364,160.35)
Provision for Income Taxes $ 0 $ 0
NET INCOME (LOSS) $ (26,514.62) $ (364,160.35)
     
     
     
PER SHARE – BASIC and DILUTED $ (0.0016) $ (0.0744)
     
     
AVERAGE NUMBER OF SHARES    
OF COMMON STOCK OUTSTANDING 16,293,580 16,293,580

5


Management's Discussion and Analysis of Financial Condition

Overview

The Company has formulated a plan of operations for the next twelve months as detailed below.

The Company is still in the process of acquiring Stuart Communications, Corp. Once completed emphasis is anticipated on the implementation of the acquisition’s strategic plan.

The Company anticipated working capital needs in the interim are minimal. The Company estimates that it will require an additional $20,000 in working capital during the acquisition period.

In the Company's opinion, proceeds from possible future equity funding will satisfy its cash requirements for the next twelve months. The Company has financed its operations since inception from the sale of equity. During the next six months, certain funds will need to be raised. The Company has no management or similar report that has been prepared or provided for external use by the issuer or underwriter.

The company currently has low cash reserves and no significant revenues established, additional funds may be required in order to proceed with the current or a revised business plan should the acquisition be rejected.

These funds would be raised through additional private placements. There is no assurance that such additional financing will be available when required in order to proceed with the business plan or that the Company's ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of available capital financing. If the Company is unsuccessful in securing the additional capital needed to continue operations within the time required, the Company will not be in a position to continue operations under the current business plan.

Financial Statements

The $39,350 classified as an asset represents deposits made for several video projects and an office rent deposit. The projects are still in the development stage. If the projects are not developed to completion within a reasonable time period, the company is prepared to write the applicable amount off. The Note Due Shareholder is payable on March 31, 2001. This Note may be prepaid in whole or in part without penalty. At the sole discretion of the company, the company may elect to convert all or a portion of the note due the holder into restricted common stock at the prevailing market rate at the time of the conversion.

6


Other Information

Legal Proceedings

The Company is involved in litigation with L.A. Commercial Group, Inc. The Company has a stipulated judgment action pending against it on September 15, 2000 in Superior Court of the State of California for the County of Los Angeles whereby the Company promises to pay to L.A. Commercial Group, Inc. the aggregate sum of $30,000 without interest, attorney's fees or costs on or before April 1, 2001.

7


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.
 
________MPEG SUPER SITE, INC.______
(Registrant)
 
 
Date ___January 17. 2001______ ________/s/Bruce M. Tomiyama ___________
(CFO and Secretary)

8


INDEX TO EXHIBITS

No exhibits are required or included.

9




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