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 June 30, 1998
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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 June 30, 1998 there were 600,000 shares of the issuer's common
stock, $.001 par value per share, issued and outstanding.
1
<PAGE>
FIRST SUNRISE, INC.
FORM 10-QSB
June 30, 1998
INDEX
PAGE
PART 1 - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet -
June 30, 1998 and December 31, 1997
Statements of Operations
Three Months Ended June 30, 1998
Statements of Cash Flows
Three Months Ended June 30, 1998
Item 2 - PLAN OF OPERATION
PART II- OTHER INFORMATION
F-1
<PAGE>
FIRST SUNRISE, INC.
(A development stage company)
BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
6/30/98 12/31/97
----------- --------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSET - Cash and cash equivalents $ 7,500 $ 7,500
DEFERRED OFFERING COSTS
22,000 22,000
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TOTAL $ 29,500 $ 29,500
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LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE $ 4,250 $ 4,250
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STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
20,000,000 shares authorized;
600,000 shares issued and
outstanding at June 30, 1998; 600,000
issued and outstanding at December 31, 1997
600 600
Additional paid-in capital
26,400 26,400
Deficit accumulated during the
development stage
(1,750) (1,750)
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STOCKHOLDERS' EQUITY, NET
25,250 25,250
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TOTAL $ 29,500 $ 29,500
======== ========
</TABLE>
F-2
<PAGE>
FIRST SUNRISE, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
6 months 6 months
6/30/98 6/30/97
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(Unaudited) (Unaudited)
<S> <C> <C>
REVENUE $ -- $ --
GENERAL AND ADMINISTRATIVE EXPENSES
-- 1,750
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LOSS BEFORE INCOME TAX PROVISION
-- (1,750)
PROVISION FOR INCOME TAXES
========= =============
NET LOSS $ -- $ (1,750)
========= =============
PER SHARE AMOUNTS (Basic and diluted):
Net loss per common share outstanding $ -- $ (0.0029)
========= =============
COMMON SHARES OUTSTANDING AT
JUNE 30, 1998 AND JUNE 30, 1997
600,000 600,000
========= =============
</TABLE>
F-3
<PAGE>
FIRST SUNRISE, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
3 months 3 months
6/30/98 6/30/97
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(Unaudited) (Unaudited)
<S> <C> <C>
REVENUE $ -- $ --
GENERAL AND ADMINISTRATIVE EXPENSES
-- 1,750
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LOSS BEFORE INCOME TAX PROVISION
-- (1,750)
PROVISION FOR INCOME TAXES
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NET LOSS $ -- $ (1,750)
========= =============
PER SHARE AMOUNTS (Basic and diluted):
Net loss per common share outstanding $ -- $ (0.0029)
========= =============
COMMON SHARES OUTSTANDING AT
JUNE 30, 1998 AND JUNE 30, 1997
600,000 600,000
========= =============
</TABLE>
F-4
<PAGE>
FIRST SUNRISE, INC.
(A development stage company)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
6 months 6 months
6/30/98 6/30/97
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ -- $ (1,750)
Item not affecting cash flow from operations:
Accounts payable
-- 4,250
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NET CASH USED IN OPERATING ACTIVITIES
-- 2,500
CASH FLOWS FROM INVESTING ACTIVITY:
Increase in deferred offering costs
-- (22,000)
CASH FLOWS FROM FINANCING ACTIVITY:
Sales of common stock
-- 27,000
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NET DECREASE IN CASH AND CASH EQUIVALENTS
-- 7,500
CASH AND CASH EQUIVALENTS, beginning of period
7,500 --
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 7,500 $ 7,500
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ -- $ --
======== ========
Cash paid for income taxes $ -- $ --
======== ========
</TABLE>
F-5
<PAGE>
FIRST SUNRISE, INC.
FORM 10-QSB
JUNE 30, 1998
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 may seek 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 will 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.
2
<PAGE>
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.
3
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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.
4
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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: October 25, 1999 /S/ Eng Chye Low
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Eng Chye Low, President, Director
Dated: October 25, 1999 /S/ Steven Wainick
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Steven Wainick, Secretary, Director
Dated:
Rene Kunz, Director
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