UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission File Number: 0-25463
NETWORK INVESTOR COMMUNICATIONS INC.
----------------------------------------------
(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
-------------------------------------------------------------
(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 ( ).
Page 1
<PAGE>
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 November 11, 2000, 1,500,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format
(Check one): Yes ( ) No (X)
Page 2
<PAGE>
NETWORK INVESTOR COMMUNICATIONS INC.
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION............................................. 4
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2000 and
June 30, 2000................................................... 4
Condensed Statements of Operations for the Three
Months Ended September 30, 2000 and 1999........................ 5
Condensed Statements of Cash Flows for the Three
Months Ended September 30, 2000 and 1999........................ 6
Condensed Statements of Stockholder's Equity (Deficit)
for the Three Months Ended September 30, 2000 and
July 1, 1999 through June 30, 2000.............................. 7
Notes to Condensed Financial Statements......................... 8
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations....................................... 8
PART II - OTHER INFORMATION................................................ 11
Item 5. Other Information................................................ 11
SIGNATURES................................................................. 11
Page 3
<PAGE>
NETWORK INVESTOR COMMUNICATIONS INC.
BALANCE SHEETS
SEPTEMBER 30, 2000 AND JUNE 30, 2000
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
------------- ------------
Total Current Assets - -
------------- ------------
TOTAL ASSETS $ - $ -
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 1,500 $ -
Payroll and other accrued liabilities 7,500 7,261
------------- ------------
Total Current Liabilities 9,000 7,261
------------- ------------
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 322,567 321,067
Retained earnings (deficit) (333,067) (329,828)
------------- ------------
Total Stockholders' Equity(Deficit) (9,000) (7,261)
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= ============
</TABLE>>
PAGE 4
NETWORK INVESTOR COMMUNICATIONS INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Three Months
Ended Ended
September 30, September 30,
2000 1999
------------- ------------
<S> <C> <C>
SALES $ - $ 11,229
------------- ------------
EXPENSES
General and administrative 3,239 32,699
Depreciation and amortization - 1,055
------------- ------------
TOTAL OPERATING EXPENSES 3,239 33,754
------------- ------------
Net (loss) before other items (3,239) (22,525)
------------- ------------
OTHER INCOME (EXPENSE)
Interest expense - (4,031)
------------- ------------
NET (LOSS) BEFORE TAXES (3,239) (26,556)
PROVISIONS FOR INCOME TAXES - -
------------- ------------
NET (LOSS) $ (3,239) $ (26,556)
============= ============
EARNINGS (LOSS) PER SHARE
Income(loss) from continuing operations
before extraordinary items $ (0.00) $ (0.02)
============= ============
Extraordinary items $ (0.00) $ (0.00)
============= ============
Net income $ (0.00) $ (0.02)
============= ============
EARNINGS (LOSS) PER SHARE-ASSUMING DILUTION
Income(loss) from continuing operations
before extraordinary items $ (0.00) $ (0.02)
============= ============
Extraordinary items $ (0.00) $ (0.00)
============= ============
Net income $ (0.00) $ (0.02)
============= ============
WEIGHTED AVERAGE SHARES OUTSTANDING 1,500,000 1,500,000
============= ============
</TABLE>
PAGE 5
NETWORK INVESTOR COMMUNICATIONS INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Three Months
Ended Ended
September 30, September 30,
2000 1999
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,239) $ (26,556)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization - 1,055
Contribution of additional paid-in capital 1,500 -
Changes in assets and liabilities:
(Increase) in accounts receivable - (607)
Increase in accounts payable and accrued
liabilities 1,739 16,827
------------- ------------
Net cash used in operating activities - (9,281)
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder loan-net - 7,786
------------- ------------
Net cash provided by financing activities - 7,786
------------- ------------
Net Increase (decrease) in Cash - (1,495)
CASH AT BEGINNING PERIOD - 1,470
------------- ------------
CASH AT END OF PERIOD $ - $ (25)
============= ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest expense $ - $ 4,031
============= ============
</TABLE>
PAGE 6
NETWORK INVESTOR COMMUNICATIONS INC.
STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
AND JULY 1, 1999 THROUGH JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Capital Stock Accumulated
--------------------------- Deficit Total
Shares Amount
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
BALANCE, July 1, 1999 1,500,000 $ 104,301 $ (294,150) $ (189,849)
Contribution of paid-in capital - 218,266 - 218,266
Net loss for the year ended
June 30, 2000 - - (35,678) (35,678)
---------- ---------- ------------ -----------
BALANCE, June 30, 2000 1,500,000 322,567 (329,828) (7,261)
Contribution of paid-in capital - 1,500 - 1,500
Net loss for the three months
ended September 30, 2000 - - (3,239) (3,239)
---------- ---------- ----------- -----------
BALANCE, September 30, 2000 1,500,000 $ 324,067 $ (333,067) $ (9,000)
========== ========== =========== ===========
</TABLE>
PAGE 7
NETWORK INVESTOR COMMUNICATIONS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(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, 2000. 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 three months ended
September 30, 2000 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 prior 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 prior 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 $218,266 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, 2000, 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 September 30, 2000.
Page 8
<PAGE>
LIQUIDITY
During the three months ended September 30, 2000, the Company's
working capital remained substantially unchanged. 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 in the second quarter of the Company's prior fiscal year and
the ceasing of operations. 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.
The Company has entered into an agreement to provide working capital
For the Company as further described in Part II, Item 5.
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 was previously 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 were offset against the capital assets
transferred to the principle officer and director of the Company.
The Company had received additional capital through the expansion
of vendor financing during the quarter prior to the ceasing of
operations.
The officer and director of the Company has limited capital that
he can lend to the Company to meet its current obligations and
fund operating losses. The management of the Company is seeking
addition private financing from certain outside parties to continue
to pursue any future 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 any future business activities.
The Company has entered into an agreement to provide working capital
For the Company as further described in Part II, Item 5.
OPERATIONS
In the previous year ended June 30, 2000, 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. The Company had not
obtained or identified a new operation during the current quarter.
Page 9
<PAGE>
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 has 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.
8-K DISCLOSURE
NONE
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.
Page 10
<PAGE>
PART II - OTHER INFORMATION
Item 5. OTHER INFORMATION
In an effort to provide the Company with working capital the Company has
entered an agreement in principal with a private investor. Under the terms
of the agreement, the Company will reverse split its shares on a 1 for 3.75
basis. Following the reverse split, Mr. Frank DeLape or his assignees
will purchase 3,000,000 shares of the Company's authorized, but un-issued,
common stock in exchange for $300,000 cash. In addition, two consultants
who helped to facilitate the exchange will purchase a total of 200,000 shares
of the Company newly issued restricted common stock at the price of .001 per
share.
Following the proposed exchange, the Company will have a total 3,600,000
Common shares issued and outstanding of which 3,200,000 will be newly issued
restricted shares and 400,000 shares will be owned by the historical
shareholders of Network Investor Communications Inc.
The Company has not completed the transaction at this time and offers
no assurance that it will complete this transaction in the future.
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: November 29, 2000
By: /S/ ROBERT R. DELLER
----------------
Robert R. Deller
President and Director
Page 11
