UNITED STATES
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, 2000
Commission file number 000-30451
RAPID RETRIEVAL SYSTEMS, INC.,
a Nevada corporation
Suite 309, 2906 West Broadway
Vancouver, B.C., Canada V6K 2G8
(604) 731 - 6603
IRS Tax ID #: 88-0429856
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<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements:
RAPID RETRIEVAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000 AND JUNE 30, 1999
<PAGE>
TABLE OF CONTENTS
Page Number
-----------
INDEPENDENT ACCOUNTANT'S REPORT.................... 1
FINANCIAL STATEMENT
Balance Sheets................................ 2
Statements of Operations and Deficit
Accumulated During the Development Stage.... 3
Statement of Changes in Stockholders' Equity.. 4
Statements of Cash Flows...................... 5
Notes to the Financial Statements............. 6-7
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders of
Rapid Retrieval Systems, Inc.,
Las Vegas, Nevada
I have audited the accompanying balance sheets of Rapid
Retrieval Systems, Inc. (a development stage company) as of June
30, 2000 and June 30, 1999 and the related statements of
operations, cash flows, and changes in stockholders' equity for
the periods then ended, as well as the cumulative period from
June, 12, 1997, (date of inception) to June 30, 2000. These
statements are the responsibility of Rapid Retrieval Systems,
Inc.'s management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present
fairly, in all material respects, the financial position of Rapid
Retreival Systems, Inc. as of June 30, 2000 and June 30, 1999,
and the results of operations, cash flows, and changes in
stockholders' equity for the periods then ended, as well as the
cumulative period from June 12, 1997, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The
Company has not generated revenues from operations which raises
substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ DAVID COFFEY, CPA
David Coffey, C. P. A.
Las Vegas, Nevada
July 31, 2000
<PAGE>
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
BALANCE SHEETS
June 30, June 30,
2000 # 1999
----------- -----------
ASSETS
Cash $ 2,852 $ 596
----------- -----------
Total Assets $ 2,852 $ 596
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - trade 9,888 9,182
Accounts payable - shareholders $ 77,514 $ 24,478
----------- -----------
Total Liabilities 87,402 33,660
Stockholders' Equity
Common stock, authorized
20,000,000 shares at $.001 par
value, issued and outstanding
2,000,000 shares 2,000 2,000
Preferred stock, authorized
5,000,000 shares at $.001 par
value, no shares issued and
outstanding 0 0
Additional paid-in capital 44,550 44,550
Deficit accumulated during the
development stage (131,100) (79,614)
----------- -----------
Total Stockholders' Equity (84,550) (33,064)
Total Liabilities and
Stockholders' Equity $ 2,852 $ 596
=========== ===========
The accompanying notes are an integral part of these financial
statements.
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<PAGE>
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
( With Cumulative Figures From Inception )
<TABLE>
<CAPTION>
From Inception,
Jan. 1, 2000 to Jan. 1, 1999, to June 12, 1997, to
June 30, 2000 June 30, 1999 June 30, 2000
------------------ ----------------- -----------------
<S> <C> <C> <C>
Income $ 0 $ 0 0
Expenses
Consulting 15,500 14,900 55,192
Office expenses 2,469 1,859 6,097
Organizational costs 0 0 1,000
Professional fees 8,493 4,792 53,000
Travel expenses 97 1,772 7,005
Rent 1,800 3,000 8,806
------------------ ----------------- -----------------
Total expenses 28,359 26,323 131,100
Net loss (28,359) (26,323) $ (131,100)
=================
Retained earnings,
beginning of period (102,741) (53,291)
------------------ -----------------
Deficit accumulated during
the development stage $ (131,100) $ (79,614)
================== =================
Earnings ( loss ) per share
assuming dilution:
Net loss $ (0.01) $ (0.01) $ (0.07)
================== ================= =================
Weighted average shares
outstanding 2,000,000 2,000,000 2,000,000
================== ================= =================
</TABLE>
The accompanying notes are an integral part of these financial
statements.
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<PAGE>
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 12, 1997, ( Date of Inception ) TO
JUNE 30, 2000
<TABLE>
<CAPTION>
Common Stock Additional Total
Shares Amount Paid-in
Capital
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ $ $
Balance,
June 12, 1997 ---- ---- ---- ----
Issuance of common stock for cash
June, 1997 2,000,000 2,000 58,000 60,000
Less offering costs 0 0 (13,450) (13,450)
Less net loss 0 0 0 (39,171)
---------- --------- --------- ---------
Balance,
December 31, 1997 2,000,000 2,000 44,550 7,379
Less net loss 0 0 0 (14,120)
---------- --------- --------- ---------
Balance,
December 31, 1998 2,000,000 2,000 44,550 (6,741)
Less net loss 0 0 0 (49,450)
---------- --------- --------- ---------
Balance,
December 31, 1999 2,000,000 2,000 44,550 (56,191)
Less net loss 0 0 0 (28,359)
---------- --------- --------- ---------
Balance,
June 30, 2000 2,000,000 $ 2,000 $ 44,550 $ (84,550)
========== ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements
- 4 -
<PAGE>
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENTS OF CASH FLOWS
( With Cumulative Figures From Inception )
<TABLE>
<CAPTION>
From Inception,
Jan. 1, 2000 to Jan. 1, 1999, to June 12, 1997, to
June 30, 2000 June 30, 1999 June 30, 2000
------------------ ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (28,359) $ (26,323) $ (131,100)
Non-cash items included in net loss 0 0 0
Adjustments to reconcile net loss to
cash used by operating activity
Accounts payable - trade 1,936 9,042 9,888
Accounts payable - shareholders 28,538 16,357 77,514
------------------ ----------------- -----------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 2,115 (924) (43,698)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0
------------------ ----------------- -----------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 0 0 2,000
Paid-in capital 0 0 58,000
Less offering costs 0 0 (13,450)
------------------ ----------------- -----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 46,550
------------------ ----------------- -----------------
NET INCREASE IN CASH 2,115 (924) $ 2,852
=================
CASH AT BEGINNING OF PERIOD 737 1,520
------------------ -----------------
CASH AT END OF PERIOD $ 2,852 $ 596
================== =================
</TABLE>
The accompanying notes are an integral part of these financial
statements.
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<PAGE>
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on June 12, 1997, under
the laws of the State of Nevada. The business purpose of
the Company is to provide comprehensive processing,
document retrieval, editing, integration and network support
services to small businesses and the general public.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of
paid-in capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the
weighted average shares outstanding, assuming all dilutive
potential common shares were issued. Since the Company
has no common shares that are potentially issuable, such as
stock options, convertible securities or warrants, basic and
diluted EPS are the same.
NOTE D STOCK OFFERINGS
In June of 1997, the Company completed the sale of 2,000,000
shares of its common stock at $.03 per share for a total of
$60,000. The proceeds were to be used for working capital
and to provide comprehensive processing, document retrieval,
editing, integration and network support services to small
businesses and the general public.
NOTE E RELATED PARTY TRANSACTIONS
The Company has agreed to pay one of its stockholders $2,000
per month on a month-to-month basis under a consulting
agreement which began in October of 1998. Two shareholders
have advanced the Company $77,514 at June 30, 2000, and
$24,478
-6-
<PAGE>
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000 AND JUNE 30,1999
(continued)
NOTE E RELATED PARTY TRANSACTIONS
(continued)
at June 30, 1999, for administration of the Company, which
includes consulting, rent, travel expenses, and office
expenses which will be repaid without interest when
additional financing is obtained.
NOTE F GOING CONCERN AND CONTINUED OPERATIONS
At June 30, 2000, the Company has not generated any revenues
from operations. The Company's successful operations and
movement into an operational basis are contingent on the
Company obtaining additional financing or additional
capital.
-7-
<PAGE>
Item 2. Management's Discussion and Analysis
Forward Looking Statements
--------------------------
This Quarterly Report on Form 10-QSB contains forward-
looking statements. Such statements consist of any statement
other than a recitation of historical facts and can be identified
by words such as "may," "expect," "anticipate," "estimate,"
"hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, including but not limited to: those risks
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations, including, but not restricted to Nevada and
eventually other jurisdictions; competitive and other factors
affecting the Company's operations, markets, products and
services; those risks associated with the ability to obtain
supply contracts and the funding of the Company and other costs
associated with the Company's marketing strategies; those risks
associated with the Company's ability to successfully negotiate
with certain business owners; those risks relating to estimated
contract costs, estimated losses on uncompleted contracts and
estimates regarding the percentage of completion of contracts,
risks relating to the ability of Company to raise the funds
necessary to operate and develop business, and risks relating to
changes in interest rates and in the availability, cost and terms
of financing; risks related to the performance of financial
markets; risks related to changes in domestic and foreign laws,
regulations and taxes; risks related to changes in business
strategy or development plans; risks related to any possible
future lawsuits against the Company and the associated
costs, and risks associated with future profitability. Many of
these factors are beyond the Company's control. Actual results
could differ materially from these forward-looking statements. In
light of these risks and uncertainties, there can be no assurance
that the forward-looking information contained in this
quarterly report on Form 10-QSB will, in fact, occur. The
Company's actual results may differ materially as a result of
certain factors, including those set forth in this Form 10-QSB.
Potential investors should consider carefully the previously
stated factors, as well as the more detailed information
contained elsewhere in this Form 10-QSB, before making a decision
to invest in the common stock of the Company.
The following is a discussion of the financial condition and
results of operations of the Company for the quarter ended June
30, 2000. This discussion and analysis should be read in
conjunction with the accompanying audited Financial Statements of
the Company including the Notes thereto, which are included
elsewhere in this Form 10-QSB and the notice regarding
forward-looking statements.
PLAN OF OPERATION
The Company's activities for the past six months have been
limited to defining projects for merger or other business
combinations. Although a number of possible projects were of
interest, after due diligence, none of the prospective
companies or business ventures appeared to provide the
shareholders of the Company with resulting value. To date,
the companies which management has investigated include bio-
technology, internet development and related ventures. The
Company signed one or more letters of intent, but did not
conclude any transactions for the reasons stated above.
The Company was organized to provide comprehensive
processing, document retrieval, editing, integration and network
support services to small businesses. Additional funding through
private placement will be necessary to enable the Company to
complete its Web Page and to secure contracts with suppliers and
service contracts with clients.
The need for computer data retrieval systems, increases with
the increase in the computer orientated population. Management of
the Company expects that the continued rapid growth of computer
technology will positively affect the general demand for data
retrieval systems and services.
Any additional financing to the Company in the form of
private placement would be used to commence the Web Page, the
Internet business promotion, pay professionals and for
advertising in the Yellow Pages. No product research or
development is considered necessary; no new equipment or plant is
required, nor is there expected to be a significant change in the
number of employees over the next 12 months.
Revenue
-------
The Company has not received revenues from operations during
the two-year period preceding the filing of this form. The
Company has not yet achieved any revenue from operations to date.
Since the Company is still in the development stage its expenses
were nominal.
Liquidity
---------
The Company will have to raise additional capital in the
next twelve months. As of December 31, 1999, the Company had
nominal working capital and results. In order to satisfy the
liquidity needs of the Company for the following twelve months,
the Company will be primarily dependent upon proceeds from the
sale of the Company's common and/or preferred stock and possible
future cash flow from operations. Since the Company is in its
development stage and has not entered into any contracts,
attracted clientele or otherwise engaged in any activity that
would generate revenue at this time, the Company does not
currently have the revenue necessary to fund future operations of
the Company. If the Company is unable to obtain adequate funds
from the sale of its stock in public offerings, private
placements, or alternative financing arrangements, it may be
necessary to postpone any potential future acquisitions or the
Company's ability to obtain Letters of Credit. The Company, under
such circumstances, would resort to using any future cash flow
for internal growth.
While the Company has raised capital to meet its
organizational needs, additional financing is required in order
to commence with the Company's business plan. The Company is
seeking financing, in the form of equity and debt, for working
capital. However, there are no assurances the Company will be
successful in raising the funds required.
The Company has issued shares of its Common Stock from time
to time in the past to satisfy certain obligations and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Company. If operations and cash flow can be
improved through these efforts, management believes that the
Company's liquidity problems will be resolved and that the
Company can continue to operate. However, no assurance can be
given that management's actions will result in profitable
operations.
The plan of the Company is to raise more financing as soon
as possible. The Company does not anticipate that there will be a
need to increase the number of employees over the next twelve
months.
PART II - OTHER INFORMATION
(Items 1, 3 and 4 have been omitted as there is no information to
report.)
Item 2. Changes in Securities
The Company issued 10,000,000 of unregistered shares to the
shareholders of ELine Music.com, pro rata, for all of the issued
and outstanding stock of ELine Music.com, a Tennessee corporation.
Item 5. Other Information
During the second quarter, the management undertook negotiations
to purchase all of the stock of Eline Music.com for 10,000,000
unregistered shares of the Company. These negotiations resulted in an
agreement, which was completed in the third quarter, and which will
result in a change in control of the Company.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit No. Description
----------- -------------------------------------------
27.0 Financial Data Schedule
Reports on Form 8-K
------------------------------------------------------------
During the quarter ended June 30, 2000, the Company did not
file any reports on Form 8-K with the Securities and Exchange
Commission.
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.
RAPID RETRIEVAL SYSTEMS, INC.
(Registrant)
Date: September 5, 2000 By: /s/ ELIO GUGLIELMI
--------------------------------
Elio Guglielmi
Treasurer and duly authorized officer
