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.
Commission File Number: 000-24199
ABSOLUTEFUTURE.COM
(Exact name of registrant as specified in its charter)
Nevada 88-0306099
(State of organization) (I.R.S. Employer Identification No.)
10900 N E 8th Street, Suite 1414, Bellevue, WA 98004
(Address of principal executive offices)
(425) 462 6210
(Registrant'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 past 12 months and (2) has been
subject to such filing requirements for the past 90 days. Yes X
There are 11,100,000 shares of common stock outstanding as of November
12,1999.
<PAGE>
TABLE OF CONTENTS
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets (unaudited) as of September 30, 1999 and September
30, 1998
Consolidated Statement of Operations (unaudited) for the three month and nine
month periods ended September 30, 1999 and 1998
Statement of Changes in Stockholders Equity
Consolidated Statement of Cash Flows (unaudited) for the nine month periods
ended September 30, 1999 and 1998
Notes to the Consolidated Financial Statements (unaudited)
Item 2 Management's Discussion of Operations and Financial
Condition
Part II Other Information
Item 1 Legal Proceedings
Item 4 Submission of matters to a vote of security holders
Item 6 Exhibits and Reports on Forms 8-K
Item 7 Signatures
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this Item follow the
index of financial statements appearing at Item 6 of this Form 10Q-SB.
FINANCIAL STATEMENTS
Unaudited financial statements for the quarter and nine-month period ended
September 30, 1999.
ABSOLUTEFUTURE.COM
CONSOLIDATED BALANCE SHEETS(unaudited)
<TABLE>
<CAPTION>
September 30, 1999 September 30, 1998
<S> <C> <C>
ASSETS:
CURRENT ASSETS $ 88,598 $ 0
OTHER ASSETS $ 145,793 $ 0
------------------- ----------------
$ 234,390 $ 0
TOTAL ASSETS =================== === ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 107,020 $ 4,060
Accrued interest expense $ 33,640 $ 0
Other accrued liabilities. $ 277,092 $ 0
Notes Payable $ 343,500 $ 0
------------------- ----------------
TOTAL CURRENT LIABILITIES $ 761,252 $ 4,060
SHAREHOLDERS EQUITY
Preferred stock, par value $.001,
10,000,000 shares authorized, none
issued and outstanding at
September 30, 1999 and September 30,
1998 $ 0 $ 0
Common stock, par value $.001,
50,000,000 authorized, 11,100,000
issued and outstanding as at
September 30, 1999 and 4,100,000 issued
And outstanding as at September 30, 1998 $ 11,100 $ 4,100
Additional paid in capital $ 36,000 $ -
Translation gain/(loss) $ (2,414) $ -
Prior period profit/(loss). $ (36,017) $ -
Profit/(loss) for the 9 month period $ (535,530) $ -
Accumulated profit/(loss) $ (571,547) $ (8,160)
------------------- --------- ------
TOTAL STOCKHOLDERS' EQUITY $ (526,862) $ (4,080)
------------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 234,390 $ 0
=================== ================
<FN>
See accompanying notes to financial statements & audit report
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
3 months to 3 months to 9 months to 9 months to
Sept 30 1999 Sept 30 1998 Sept 30 1999 Sept 30 1998
INCOME:
<S> <C> <C> <C> <C>
Revenues $ 37,650 $ 0 $ 163,257 $ 0
Interest $ 14 $ 0 $ 80 $ 0
EXPENSES
General Selling and
Administration $ 248,879 $ 2,575 $ 648,76 $ 2,575
Depreciation and
Amortization $ 6,390 $ 0 $ 18,018 $ 0
Interest expense $ 10,305 $ 0 $ 32,080 $ 0
----------- --------- ---------- -------
Total expenses $ 266,573 $ 2,575 $ 698,869 $ 2,575
---------- --------- ---------- -------
Net Profit (Loss) $ (228,909) $ (2,575) $ 535,531 $(2,575)
=========== ========= ========== ========
Net Profit/(Loss)per share (.02) $ (.0006) $ (.07) $ (.0006)
Weighted average shares
outstanding 11,100,000 4,100,000 7,600,00 4,100,000
</TABLE>
<PAGE>
ABSOLUTEFUTURE.COM
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
<TABLE>
<CAPTION>
Additional Accumulated
Shares Stock Paid-In Deficit
Capital
---------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 4,100,000 $4,100 $0 $ (4,100)
1995
Net Income/ Loss year
ended December 31, 1996 $ (4,100)
Balance, December 31, 4,100,000 $4,100 $0 $ (4,100)
1996
Net Income/ Loss year
ended December 31, 1997 $ (900)
Balance, December 31, 4,100,000 $4,100 $0 $ (5,000)
1997
Net Income/ Loss year
ended December 31, 1998 $ (31,017)
Balance, December 31, 4,100,000 $4,100 $0 $ (36,017)
1998
Issued in 9 Mos. To. 7,000,000 $7,000 $36,000 $ 36,000
September 30, 1999
Net Income/Loss for 9
Mos. To September 30, 1999 $(535,530)
Balance, June 30, 1999 11,100,000 $11,100 $24,468 $(571,547)
<FN>
See accompanying notes to financial statements & audit report
</FN>
</TABLE>
<PAGE>
ABSOLUTE FUTURE.COM
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
<S> <C> <C>
9 Months To 9 Months To
September 30, 1999 September 30,1998
Cash Flow from Operating Activities:
Net Loss . . . . . . . . . . . . . . $ (563,430) $ 0
Adjustments to reconcile net loss to cash
(used in) provided by operating activities
Depreciation . . . . . . . . .. . . . $ 18,018 $ 0
Changes in assets & liabilities:
Receivables. . . . . . . . . . . . $ (7,425) $ 0
Other assets . . . . . . . . . . . . $ (80,882) $ 0
Accounts Payable . . . . . . . . . $ 90,566 $ 0
Accrued Interest expense . . . . . . $ 33,640 $ 0
Other accrued liabilities. . . . . . $ 294,758 $ 0
Translation. . . . . . . . . . . . . $ (2,372) $ 0
Net Cash (Used in) provided
by Operations. . . . . . . . . . . . $ (219,398) $ 0
Cash Flows from Fixed Asset Purchases. $ (82,929) $ 0
Net Cash used in investing
Cash Flows from Financing Activities:
Loans & notes. . . . . . . . . . . . $ 343,500 $ 0
Stock Issued . . . . . . . . . . . . $ 40,000 $ 0
Net Cash (Used in) Provided by
Financing Activities $ 383,500 $ 0
------------------- ------------------
$ 81,173 $ 0
Net Increase in cash . . . . . .. . .
Cash - beginning of period . . . . . . $ 0 $ 0
Cash - end of period . . . . . . . . . $ 81,173 $ 0
<FN>
See accompanying notes to financial statements & audit report
</FN>
</TABLE>
<PAGE>
ABSOLUTEFUTURE.COM
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
- ---------------------------------------------
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY DESCRIPTION OF BUSINESS
History and Organization
The Company was organized September 23, 1993, under laws of the State of Nevada,
as Corporate Tours & Travel, Inc. On September 27, 1993, the Company issued
4,100,000 shares of common stock of par value $.001 for services of $4,100.
On May 9 1999, it issued 4,000,000 shares of restricted common stock to raise a
total of $40,000.
On May 23, 1999, it acquired 100% of the issued share capital in Absolut Future
Tech, Inc., a Nevada corporation, for 3,000,000 shares of restricted common
stock.
Description of Business
AbsoluteFuture.com is an internet company. It develops software and provides
consulting services to companies requiring e-business and internet solutions.
The Company also owns an on-line recruiting application,
www.internetinterview.com.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Equivalents
The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109, (SFAS
#109), "Accounting for Income Taxes". A deferred tax asset or liability is
recorded for all temporary difference between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a straight-line
basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128, (SFAS #128), "Earnings Per Share". Basic loss
per share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock.
As of September 30, 1999, the Company had issued 210,000 options to acquire
common stock.
Year End
The Company has selected December 31, as its year-end
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have time sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has determined that it
will require only off-the-shelf software utilizing a Microsoft Windows platform
for all of its computing requirements. The Company presently believes that
with modifications to existing off-the-shelf software or conversions to new
software, the Year 2000 issue will not pose a significant operational problem
and will not materially affect future financial results.
The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has assessed
these issues as they relate to the Company, and does not believe that there are
any material year 2000 issues to disclose in this Form 10Q-SB.
NOTE 3- INCOME TAXES
There is no provision for income taxes for the period ended June 30, 1999, due
to the net loss and no state income tax in the state of the Company's domicile
and operations, Nevada. The Company's total deferred tax asset as of June 30,
1999 is as follows:
Net operation loss carry forward $571,547
The federal net operating loss carry forward will expire various amounts from
2013 to 2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4- SHAREHOLDERS' EQUITY
Common Stock
The authorized common stock of AbsoluteFuture.com consists of 50,000,000 shares
with a par value of $.001 per share.
On September 27, 1993, the Company issued 4,100,000 shares of its $.00l par
value common stock for services of $ 4,100.
On September 7, 1996, the Company restated its Articles of Incorporation. The
Company increased its capitalization from 5,000,000 common shares to 50,000,000
common shares. The par value was unchanged at $0.001. Also, the Company
approved the authority to issue 10,000,000 shares of preferred shares, par value
$0.001.
On May 9 1999, it issued 4,000,000 shares of restricted common stock to raise a
total of $40,000.
On May 23, 1999, the Company issued 3,000,000 shares of restricted common stock
to acquire 100% of the issued share capital in Absolut Future Tech Inc., a
Nevada corporation.
Preferred Stock
The authorized Preferred Stock of AbsoluteFuture.com consists of 10,000,000
shares with a par value of $0.001 per share. No preferred shares have been
issued.
NOTE 5- GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. It is the
intent of the Company to seek further financing.
NOTE 6-RELATED PARTY TRANSACTION
The officers and directors of the Company are involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7- WARRANTS AND OPTIONS
The 1999 Stock Option Plan
On September 7, 1999, the Company's board of directors adopted the 1999 Stock
Option and Stock Grant Plan. The Company is authorized to issue up to 1,000,000
shares of common stock under the 1999 Stock Option and Stock Grant Plan.
In the three months ended September 30, 1999, the Company granted options under
the 1999 Stock Option and Stock Grant Plan to purchase 210,000 shares of common
stock at a price of $0.60c.
There are no warrants outstanding to acquire any additional shares of common or
preferred stock.
ITEM 2. MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are
included in this Report, other than statements of historical fact, are
forward-looking Statements. Although Management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
the expectations disclosed in this Report, include, without limitation, the
Internet and e-commerce industries, employment issues and general business
results.
Discussion of Operations
The Company's Plan of Operation has changed since the filing of its amended Form
10-SB. The Company is now an Internet company. It focuses on two main areas:
(1) developing software and providing consulting services on the internet
and web development; and
(2) e-commerce and the development of e-business opportunities.
The Company carries out software development and provides consulting services.
Among its clients is Microsoft Corporation, to which it provides specialist
services in the field of e-commerce. The Company is looking to expand this area
of its business. In the nine month period to September 30, 1999, all of its
revenues derived from consulting work, principally from Microsoft.
Through its involvement in consulting work on the Internet, the Company is able
to review many promising e-business opportunities and add value through its
technical expertise. On August 11, 1999, the Company acquired the business and
assets of Internet Interview Inc. for an initial consideration of $70,000. The
business of Internet Interview is an online resume service focusing on high tech
personnel, which is on the internet at www.internetinterview.com.
The Company has been developing new software for the Internet Interview
recruiting service. Management believes that this software will significantly
enhance the usefulness of Internet Interview and give it a major competitive
edge over other such services. The new software will enable Internet Interview
to provide much more precise search techniques that give users precisely the
resumes they need.
The new software was launched as a 'beta' version in September and management
expects the full service to be launched in early December 1999.
The software and techniques developed for Internet Interview are also applicable
in other areas and management will be focusing on marketing and selling this
software.
The main cost of the business is employment costs, which accounted to 39% of
total costs. Employees were deployed on work for Microsoft, development work on
Internet Interview and other software products and on general corporate and
administrative work for the Company.
Competition
The Company is a relatively small participant among firms which engage in
technical consulting for the Internet and related activities. There are many
established consulting and software development companies which have
significantly greater financial and personnel resources, technical expertise and
experience than the Company. In view of the Company's limited financial
resources and management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's competitors.
Employees
The Company and its subsidiaries had 5 employees at September 30, 1999. In
addition, its officers and directors will devote as much time as the board of
directors determine is necessary to carry out the affairs of the Company. None
of the officers and directors, including the president, are employees of the
Company and currently take no salary, fees or remuneration other than having
share options and being shareholders in the Company.
Financial Position
To date, the Company has been supported by loans made by the principal
shareholders. While this support is continuing, management are looking ways of
increasing the Company's capital base and liquidity.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action against the Company has been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of Incorporation
and Bylaws, are attached to the Company's Amended Form 10-SB, filed on March
3, 1999. These exhibits are incorporated by reference to that Form.
b) Reports on Form 8-K: On May 12, 1999, the Company filed a Form 8-K
announcing that two of the three officers and directors had left the Company,
and were replaced by two new individuals.
c) Reports on Form 8-K: On May 23, 1999, the Company filed a Form 8-K
announcing that it had acquired 100% of the issued share capital of Absolut
Future Tech, Inc. for 3,000,000 shares of restricted common stock and that the
existing directors and officers had resigned and new officers and directors
elected.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated this 12th day of November, 1999.
AbsoluteFuture.com
By: /s/ Graham Andrews
Graham Andrews, President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001061103
<NAME> Absolute Futue.com
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 81173
<SECURITIES> 0
<RECEIVABLES> 7425
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 88598
<PP&E> 89929
<DEPRECIATION> 180180
<TOTAL-ASSETS> 234390
<CURRENT-LIABILITIES> 761252
<BONDS> 343500
0
0
<COMMON> 11100
<OTHER-SE> 36000
<TOTAL-LIABILITY-AND-EQUITY> 234390
<SALES> 163257
<TOTAL-REVENUES> 163257
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 666787
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32080
<INCOME-PRETAX> (535530)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (535530)
<EPS-BASIC> (.07)
<EPS-DILUTED> (.07)
</TABLE>
