UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
Commission File Number: 0-25463
NETWORK INVESTOR COMMUNICATIONS INC.
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(Name of Small Business Issuer in its Charter)
Nevada 88-0367792
--------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9645 Gateway Drive, Suite B, Reno, Nevada 89511
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(Address of principal executive offices)
Issuer's telephone number, including area code: (775) 852-9100
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 during the past 90 days. Yes (x) No ( ).
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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:
As of February 9, 2000, 1,500,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format
(Check one): Yes ( ) No (X)
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NETWORK INVESTOR COMMUNICATIONS INC.
TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION............................................. 4
Item 1. Financial Statements
Condensed Balance Sheets as of December 31, 1999
and June 30, 1999............................................... 4
Condensed Statements of Operations for the Six and Three
Months Ended December 31,1999 and 1999.......................... 5
Condensed Statements of Cash Flows for the Six and Three
Months Ended December 31,1999 and 1999.......................... 6
Condensed Statements of Stockholder's Equity (Deficit)
for the Six Months Ended December 31, 1999 and
July 1, 1998 through December 31,1999........................... 7
Notes to Condensed Financial Statements......................... 8
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations....................................... 8
SIGNATURES................................................................. 11
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NETWORK INVESTOR COMMUNICATIONS INC.
BALANCE SHEET
DECEMBER 31, 1999 AND JUNE 30, 1999
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
December 31, June 30,
1999 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ - $ 1,470
Accounts receivable - 961
Employee advances - 902
Marketable securities-available for sale - 6,125
------------ ------------
Total Current Assets - 9,458
------------ ------------
PROPERTY AND EQUIPMENT, NET - 13,770
------------ ------------
OTHER ASSETS
Deposits - 2,475
Organization costs, net
of amortization of $3,895 and $3,587 - 2,563
Customer lists, net of amortization
of $283 and $261 - 1,079
------------ ------------
Total Other Assets - 6,117
------------ ------------
TOTAL ASSETS $ - $ 29,345
============ ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
<S> <C> <C>
CURRENT LIABILITIES:
Bank overdraft $ - $ -
Accounts payable - 7,971
Shareholder loan - 129,592
Payroll and other accrued liabilities 7,261 81,631
------------ ------------
Total Current Liabilities 7,261 219,194
------------ ------------
STOCKHOLDERS' EQUITY/(DEFICIT):
Capital stock, $.001 par value;
50,000,000 shares authorized; 1,500,000
shares issued and outstanding 1,500 1,500
Additional paid-in capital 320,267 102,801
Retained earnings (deficit) (329,028) (289,684)
Accumulated other comprehensive income(loss) - (4,466)
------------ ------------
Total Stockholders' Equity(Deficit) ( 7,261) (189,849)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 29,345
============ ============
</TABLE>
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NETWORK INVESTOR COMMUNICATIONS INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the For the For the For the
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES $ 40,984 $ 45,423 $ 29,755 $ 24,113
------------ ------------ ------------ ------------
EXPENSES:
General and administrative 68,743 104,222 36,044 33,703
Depreciation and amortization 2,643 2,568 1,588 1,284
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 71,386 106,790 37,632 34,987
------------ ------------ ------------ ------------
Net (loss) before other items (30,402) (61,367) (7,877) (10,874)
OTHER INCOME (EXPENSE)
Interest expense ( 8,942) (6,964) (4,911) (5,564)
------------ ------------ ------------ ------------
NET (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES (39,344) (68,331) (12,788) (16,438)
PROVISIONS FOR INCOME TAXES - - - -
------------ ------------ ------------ ------------
NET INCOME/(LOSS) $ (39,344) $ (68,331) $ (12,788) $ (16,438)
============ ============ ============ ============
EARNINGS (LOSS) PER SHARE $ (0.03) $ (0.05) $ (0.01) $ (0.01)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
OUTSTANDING 1,500,000 1,500,000 1,500,000 1,500,000
============ ============ ============ ============
</TABLE>
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NETWORK INVESTOR COMMUNICATIONS INC.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the For the For the For the
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (39,344) $ (68,331) $ (12,788) $ (16,438)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 2,643 2,568 1,588 1,284
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 181 2,411 788 (8,917)
(Increase) decrease in employee advances (2,026) - (2,026) -
Increase in accounts payable and accrued
Liabilities 33,577 38,378 16,750 18,231
------------ ------------ ------------ ------------
Net cash used in operating activities (4,969) (24,974) 4,312 (5,840)
------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash assumed by officer and director (66) - (66) -
------------ ------------ ------------ ------------
Net cash used in investing activities (66) - (66) -
------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net - - - -
Shareholder loan-net 3,565 30,243 (4,221) 5,379
------------ ------------ ------------ ------------
Net cash provided by financing activities 3,565 30,243 (4,221) 5,379
------------ ------------ ------------ ------------
Net Increase (decrease) in Cash (1,470) 5,269 25 (461)
CASH AT BEGINNING PERIOD 1,470 184 (25) 5,914
------------ ------------ ------------ ------------
CASH AT END OF PERIOD $ - $ 5,453 $ - $ 5,453
============ ============ ============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest expense $ 8,942 $ 6,964 $ 4,911 $ 5,564
============ ============ ============ ============
SUPPLEMENTAL NON-MONETARY TRANSACTION $ 8,942 $ 6,964 $ 4,911 $ 5,564
============ ============ ============ ============
Officer and Director of
assets and liabilities
assumptions and debt forgiveness $ 217,532 $ - $ 217,532 $ -
============ ============ ============ ============
</TABLE>
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NETWORK INVESTOR COMMUNICATIONS INC.
STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999
AND AUGUST 9, 1999 (INCEPTION) THROUGH JUNE 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Capital Stock
--------------------------- Accumulated
Shares Amount Deficit Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
BALANCE, July 1, 1998 1,500,000 $ 104,301 $ (180,953) $ (76,652)
Net loss for the year ended June 30, 1999 - - (113,197) (113,197)
BALANCE, June 30, 1999 1,500,000 104,301 (294,150) (189,849)
Contribution of capital - 217,466 - 217,466
Comprehensive income - - 4,466 4,466
Net income/(loss) for the six months ended
December 31, 1999 - - (39,344) (39,344)
------------ ------------ ------------ ------------
BALANCE, December 31, 1999 1,500,000 $ 321,767 $ (329,028) $ (7,261)
============ ============ ============ ============
</TABLE>
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NETWORK INVESTOR COMMUNICATIONS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1999
(UNAUDITED)
1. The unaudited condensed financial statements printed herein have
been prepared in accordance with the instructions to Form 10-QSB and do
not include all of the information and disclosures required by generally
accepted accounting principles. Therefore, these financial statements
should be read in conjunction with the financial statements and related
footnotes included in the Company's Form 1O-KSB for the year ended
June 30, 1999. These financial statements reflect all adjustments that
are, in the opinion of management, necessary to fairly state the results
for the interim periods reported.
2. The results of operations for the six months ended
December 31, 1999 are not necessarily indicative of the results to be
expected for the full year.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The character and holdings of the Company has changed substantially
since the preceding fiscal year. During the second quarter of
the current fiscal year the Company had sought to expand its business
by obtaining and securing clients in the investor relations market.
This was the primary business and focus of the Company. However,
due to the lack of revenues and the costs associated with the
operation of the Company, the Company ceased operations in the
second quarter of the Company's fiscal year. The Company
transferred all of the assets including fixed assets, customer
contracts and other intangibles for the moneys owed to the principal
officer and director of the Company, plus the assumption of any
other liabilities and commitments the Company had contracted for in its
operations. The resulting effect was a $217,466 contribution of
capital from the disposition of such assets. The readers
of the current unaudited statements are referred to the Company's
Annual Report as filed for the fiscal year ended June 30, 1999,
for a more in-depth view of the Company's financial position,
results of operations and changes in cash flows. Accordingly,
management's discussion as set forth below focuses primarily on
the quarter ended December 31, 1999.
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LIQUIDITY
During the three months ended December 31, 1999, the Company's
working capital increase by approximately $227,976. This was
due to the ceasing of operations and the transfer of all assets
for the debts of the Company to the principal officer and
director of the Company. The Company does not currently
have sufficient capital in its accounts, nor sufficient
firm commitments for capital to assure its ability
to meet its current obligations or to continue its planned
operations. The Company is continuing to pursue working capital
and additional revenue through the seeking of a new business activity
for the Company, but there is no assurance that any of the
planned activities will be successful.
CAPITAL RESOURCES
As a result of its limited liquidity, the Company has limited access
to additional capital resources. The Company does not have
the capital to totally fund the obligations that have matured
or debts that remain currently payable or other debts incurred during
the most recent fiscal quarter.
The principle officer and director has committed to lending
any monies needed to continue operations until a new business
opportunity is obtained.
The Company currently has been funded by an officer and director of the
Company. This was by the deferral of the officer's compensation
and the lending of certain monies to the Company for ten percent
demand notes. These debts have been offset against the capital
transferred to the principle officer and director of the Company
as mentioned above.
The Company has received additional capital through the expansion
of vendor financing.
The officer and director of the Company has limited capital that
he can lend to the Company to meet its current obligations and
fund the operating losses. The management of the Company is seeking
addition private financing from certain outside parties to continue
to pursue the business activities of the Company. Though the obtaining
of the additional capital is not guaranteed, the management of the
Company believes it will be able to obtain the capital required to
meet its current obligations and pursue its business activities.
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OPERATIONS
In the previous year ended June 30, 1999, the Company had been
seeking new clients and long term contracts with existing clients.
During the quarter ended December 31, 1999, the Company
ceased its prior operations, was released from all of its debt and
obligations for the transfer of all the assets of the Company and
is seeking a new operation for the Company.
Until such time as the Company is able to obtain the revenues needed
from its operations to meet its obligations, the Company will be
dependent upon sources other than operating revenues to meet its
operating and capital needs. Operating revenues may never satisfy
these needs.
The Company believes it will obtain a new business activity
to generate the revenues needed to continue its business
plans. Until then, the Company will need additional capital other
than that provided through its operations.
YEAR 2000 COMPUTER PROBLEM
The Year 2000, or Y2K, problem concerns potential failure of certain
computer software to correctly process information because of the
software's inability to calculate dates. As the Company is service
based, the Company does not depend on inventory or the sale of goods
and does not anticipate any Y2K problems. The Company's computer
system is PC based and had been updated with the latest software.
Additionally, the Company had all of its material saved on
alternative media from that of the PC's hard drives in case of a
computer problem.
Even though the Company is in the Year 2000, speculation has
been made that other problems could occur during the year.
However, based on the above, the Company does not expect to have
any Y2K problems.
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FORWARD-LOOKING STATEMENTS
The statements in this Form 10-QSB that are not historical facts or
statements of current status are forward-looking statements (as
defined in the Private Securities Litigation Reform Act of 1995)
that involve risks and uncertainties. Actual results may differ
materially.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NETWORK INVESTOR COMMUNICATIONS INC.
Date: October 12, 2000
By: /S/ ROBERT R. DELLER
----------------
Robert R. Deller
President and Director
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