U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1999
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Commission File Number 333-41389
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FIRST SUNRISE, INC.
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(Name of Small Business Issuer in Its Charter)
Delaware 13-4020643
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(State of Incorporation) (IRS Identification Number)
200 East 89th Street, 44th Floor, New York, NY 10128
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(Address of principal executive offices) (Zip Code)
(212) 876-8578
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(Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 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 No X
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As of September 30, 1999 there were 700,000 shares of the issuer's
common stock, $.001 par value per share, issued and outstanding.
FIRST SUNRISE, INC.
FORM 10-QSB
September 30, 1999
INDEX
PAGE
PART 1 - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet -
June 30, 1999 and December 31, 1998
Statements of Operations
Three Months Ended June 30, 1999
Statements of Cash Flows
Three Months Ended June 30, 1999
Item 2 - PLAN OF OPERATION
PART II- OTHER INFORMATION
<PAGE>
FIRST SUNRISE, INC.
(A development stage company)
BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
9/30/99 12/31/98
(Unaudited)
ASSETS
CURRENT ASSEST- Cash and cash
equivalents $ 7,027 $5,668
RESTRICTED CASH $ 45,000 50,000
TOTAL $ 52,027 55,668
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LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE $ 8,100 $ 7,250
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
20,000,000 shares authorized;
700,000 shares issued and outstanding
at September 30, 1999;
700,000 issued and outstanding
at December 31,1998 700 700
Additional paid-in-capital 54,300 54,300
Deficit accumulated during the
development stage (11,073) (6,582)
STOCKHOLDERS' EQUITY, NET 43,927 48,418
TOTAL
$52,027 $55,668
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F-1
<PAGE>
FIRST SUNRISE, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
3 months 3 months
9/30/99 9/30/98
(Unaudited) (Unaudited)
REVENUE $ - $ -
GENERAL AND
ADMINISTRATIVE EXPENSES 3,476 1,607
LOSS BEFORE INCOME
TAX PROVISION ( 3,476) (1,607)
PROVISION FOR INCOME TAXES - -
NET LOSS $ (3,476) $ (1,607)
========= ==========
PER SHARE AMOUNTS (Basic and diluted):
Net loss per common
share outstanding $ (0.0050) $ (0.0023)
========= ==========
COMMON SHARES OUTSTANDING AT
SEPTEMBER 30, 1999 AND
SEPTEMBER 30, 1999
700,000 700,000
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F-2
<PAGE>
FIRST SUNRISE, INC.
(A development stage company)
STATEMENT OF CASH FLOWS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
9 months 9 months
9/30/99 9/30/98
(Unaudited) (Unaudited)
REVENUE $ - $ -
GENERAL AND
ADMINISTRATIVE EXPENSES 4,491 1,607
LOSS BEFORE INCOME
TAX PROVISION (4,491) (1,607)
PROVISION FOR INCOME TAXES - -
NET LOSS $(4,491) (1,607)
========= =========
PER SHARE AMOUNTS (Basic and Diluted):
Net loss per common share
outstanding $(0.0064) $(0.0023)
========= ==========
COMMON SHARES OUTSTANDING AT
SEPTEMBER 30, 1999 AND
SEPTEMBER 30, 1998
700,000 700,000
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<PAGE>
F-3
FIRST SUNRISE, INC.
(A development stage company)
STATEMENT OF OPERATIONS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
9 months 9 months
9/30/99 9/30/98
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (4,491) $ (1,607)
Item not affecting cash flow
from operations:
Accounts payable 850 -
NET CASH USED
IN OPERATING ACTIVITIES (3,641) (1,607)
CASH FLOWS FROM INVESTING ACTIVITY:
Decrease (increase) in restricted
cash 5,000 (50,000)
CASH FLOWS FROM FINANCING ACTIVITY:
Sales of common stock - 50,000
NET DECREASE IN CASH AND
CASH EQUIVALENTS: 1,359 (1,607)
CASH AND CASH EQUIVALENTS,
beginning of period
5,668 7,500
CASH AND CASH EQUIVALENTS,
end of period $ 7,027 $ 5,893
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SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid for interest $ - $ -
======== =========
Cash paid for
income taxes $ - $ -
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F-4
<PAGE>
FIRST SUNRISE, INC.
FORM 10-QSB
September 30, 1999
Item 2. Plan of Operation
FSI does not currently engage in any business activities which
provide any cash flow. The costs of identifying, investigating, and analyzing
business combinations are being paid with money in FSI's treasury, and not
with proceeds received from FSI's initial public offering.
FSI has sought a business combination in the form of firms which have
recently commenced operations, are developing companies in need of additional
funds for expansion into new products or markets, are seeking to develop a new
product or service, or are established businesses which may be experiencing
financial or operating difficulties and are in need of additional capital. A
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for its shares, while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself, such
as time delays, significant expense, loss of voting control and compliance
with various Federal and State securities laws.
FSI may not acquire a target business unless the fair value of the
target business represents 80% of the maximum offering proceeds. To determine
the fair market value of a target business, FSI's management will examine the
certified financial statements (including balance sheets and statements of
cash flow and stockholders' equity) of any candidate and will participate in a
personal inspection of any potential target business.
Based upon management's experience with and knowledge of blank check
companies, the probable desire on the part of the owners of target businesses
to assume voting control over FSI (to avoid tax consequences or to have
complete authority to manage the business) will almost assure that FSI will
combine with just one target business. Management also anticipates that upon
consummation of a business combination, there will be a change in control in
FSI which will most likely result in the resignation or removal of FSI's
present officers and directors.
On July 21, 1999, FSI entered into a merger agreement with Platinum
Executive Search, Inc. a New York corporation. Pursuant to this agreement, PES
shall be merged into FSI, with FSI as the surviving entity. Thus, all PES
shareholders shall become shareholders of FSI as a result of the merger.
On November 4, 1999, FSI's post-effective amendment containing the
terms of the merger was declared effective by the Securities and Exchange
Commission.
PES was founded in May 1999 to enter the human resource industry
through the acquisition of existing firms, and hiring employees with
experience in this industry. Since August 1999, PES has acquired two such
firms: Renaissance Leadership, a leadership development firm specialized in
the financial services industry; and Strupp Investments, L.L.C. (known as
"Success:), a firm specializing in executive search. James J. Strupp, an
officer, director and shareholder of PES, is principal of success.
Additionally, as of August 30, 1999, PES has entered into employment
agreements with three individuals, each of whom brings with his/her years of
experience in executive search and an established client base.
Pursuant to the terms of the merger agreement between FSI and PES,
upon consummation of the merger PES shareholders shall hold 94% of FSI, and
current FSI shareholders and their assignees shall hold 6% of the issued and
outstanding common stock of FSI. Holders of FSI unregistered common stock
shall have their shares reverse split 1 for .3634383, and holders of FSI
registered common stock shall have their shares split 1 for 1.96648. FSI filed
a post effective amendment to its registration statement on Form SB-2 in
September 1999. This amendment contained information regarding PES including
audited financial statements of PES and its subsidiaries.
Investors should note that any merger or acquisition effected by FSI,
including the merger with PES can be expected to have a significant dilutive
effect on the percentage of shares held by FSI's then-shareholders, including
purchasers in this offering. On the consummation of a business combination,
the target business will have significantly more assets than FSI; therefore,
management plans to offer a controlling interest in FSI to the target
business. FSI and PES have attempted to structure the acquisition in a
so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1954, as amended (the "Code"). In order to obtain
tax-free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of FSI, would retain less than 20% of
the issued and outstanding shares of the surviving entity, which would be
likely to result in significant dilution in the equity of such shareholders.
Pursuant to the merger agreement with PES, FSI shareholders and their
assignees shall retain 6% of the surviving entity. In addition, a majority of
all of FSI's directors and officers may, as part of the terms of the
acquisition transaction, resign as directors and officers.
Management anticipates that it may be able to effect only one
potential business combination, due primarily to FSI's limited financing. As a
result, FSI will not be able to offset potential losses from one venture
against gains from another.
The analysis of business combinations was undertaken by the officers
and directors of FSI, none of whom is a professional business analyst. In
analyzing prospective business combinations, management considered such
matters as the available technical, financial, and managerial resources;
working capital and other financial requirements; prospects for the future;
nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that
management; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance or products; name
identification; and other relevant factors.
Management did not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or in
connection with the proposed merger with PES.
The securities to be issued in the merger shall be issued in reliance
on exemptions from registration under applicable federal and state securities
laws.
The terms of the merger were based upon the respective needs and
desires of FSI and PES and the relative negotiating strength of FSI and such
other management.
FSI has adopted a policy that it will not pay a finder's fee to any
member of management for locating a merger or acquisition candidate. No member
of management intends to or may seek and negotiate for the payment of finder's
fees.
FSI does not intend to raise any additional capital prior to
consummation of a business combination within the next twelve months.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST SUNRISE, INC.
By: /s/ Eng Chye Low
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Eng Chye Low, President
Dated: November 15, 1999 /s/ Eng Chye Low
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Eng Chye Low, President, Director
Dated: November 15, 1999 /s/ Steven Wainick
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Steven Wainick, Secretary,
Director
Dated:
Rene Kunz, Director
