FORM 10-Q-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1999
Commission File Number: 0-25891
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MarketCentral.net Corp
formerly, All American Consultant Aircraft, Inc.
formerly, Great American Leasing, Inc.
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Texas 76-0270330
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
300 Mercer Street, Suite 26J, New York NY 10003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (877) 257-3607
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 3,991,900
Yes [_] No [X] (Indicate by check mark whether the Registrant (1) has filed all
report required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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.)
As of June 30, 1999, the number of shares outstanding of the Registrant's Common
Stock was 3,991,900
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit FQ2) for the six months
ended June 30, 1999.
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
(a) Plan of Operation.
(1) Plan of Operation for the next twelve months
(1.1) Cash Requirements and of Need for additional funds, twelve months.
There can be no assurance that the Issuer will not exhaust its present cash
before the end of calendar year 1999. The Issuer has divided its cash
requirement into two levels. Level One, the basic operational level is
provided by an agreement and subscription receivable which funds the Issuer
a total of $312,000 at $13,000.00 monthly (note that the $13,000 monthly
payment is scheduled to be paid for a total of twenty-four months). This
level of funding is sufficient to keep the Issuer in operation for the next
twelve months This is the only firm commitment the Issuer has for funding.
Meridian Mercantile, an affiliate of the Issuer, has agreed to this
funding, as disclosed in Exhibit 6.1.
Level Two is the level of funding necessary for aggressive site promotion
and expansion and growth of the business. This level of funding must be
provided by secondary capital formation efforts. The Merger Agreement
mentions that the company will retain Meridian Mercantile to raise an
additional investment of a minimum of $3,000,000 on a best efforts basis,
no agreement has been reached as to the consideration to paid to Meridian
for such performance. Accordingly, no present reliance is placed upon that
specific program.
The MarketCentral.net web site has received numerous industry awards for
valuable content, superior web site design and excellent navigational
features including the Snap.com Editors Designation. The site is designed
to appeal to an upscale audience of investors and consumers looking for
financial information, investment products and related services.
Level Two funding may be achieved by an offering of securities pursuant to
a 1933 Act Registered offering; or Level Two funding may be achieved by
limited offerings pursuant to Regulation D, Rules 505 and/or 506. The
Issuer believes that the Company's program is sufficiently promising to
attract the modest amounts of Level Two funding required. If successful,
this Level Two funding will provide ample cash to meet the requirements of
the business for expansion, growth and aggressive site promotion. However,
there is no assurance to be given that this additional financing will be
completed.
MarketCentral.net Corp. expects to use the funds from secondary financing
to create a World Class internet site featuring the finest investment
information and tools available to the individual investor. The site will
feature state-of-the-art E-commerce throughout the site and in the Market
Mall. The Issuer believes that its MarketCentral.net web site appeals to
well established advertisers looking to reach the upscale audience of
investors and consumers who are attracted to the MarketCentral.net web
site's content and exciting format. MarketCentral.net Corp. plans to
aggressively promote the site throughout a variety of online and
traditional media sources.
(1.2) Summary of Product Research and Development. MarketCentral.net
Corp.'s online shopping mall, called the Market Mall, can be promoted as a
separate site and is unique in the content and entertainment provided.
(1.3) Expected purchase or sale of plant and significant equipment.
MarketCentral.net Corp. intends to build an internet based store to sell
its own proprietary products and services. Beyond the proprietary
newsletter and other investment products, the Issuer will sell novelty
2
<PAGE>
items, gift items and other specialty items as they become available. The
store will be available for co-branding through other sites throughout the
internet. There is no assurance that the Issuer will be successful in any
of these endeavors. The Issuer has no other plans for the purchase or sale
of significant business plant or equipment.
(1.4) Expected significant change in the number of employees. None at this
time. It is forseeable over time that employees will be needed. The number
of employees that may be needed in the next twelve months is speculative
only at this time.
(2) Discussion and Analysis of Financial Condition and Results of Operations
(2.1) Financial Condition. This small business Issuer's financial condition
is adequate for its present purposes, as discussed above, by agreements to
provide incremental funding over time. There is no apparent need for
additional funds or cash foreseeable at this time, to continue for the next
twelve months, provided that the Issuer's arrangements for funding proceed
as agreed and expected. The funding arrangements referred to are documented
in that CERTAIN STOCK SUBSCRIPTION AGREEMENT attached as EXHIBIT 5 to Form
10-SB. That agreement provides, in relevant part, that Meridian Mercantile,
Inc., an affiliate of the Issuer, subscribed for the purchase of 56,014
shares of common stock in consideration of the sum of $312,000.00, payable
on or before two years from February 5, 1999, with a minimum payment of
$13,000.00 per month payable over 24 consecutive months.
(2.2) Results of Operation. This small business Issuer has had limited
significant operations to date. It has some small revenues from advertising
contracts and affiliate site arrangements. It is not presently operating at
or near a profitable level. Profitability will require aggressive site
promotion and growth of site-services offered to users. There is no
assurance that the Issuer will ever operate at or near a profitable level.
The Registrant Company has incurred expenses of $177,181 against revenues
of $5,013, in the six months covered by this Report, for a net loss of
$172,168, or $0.04 per share.
(2.3) Possible Acquisition Target. While no definitive agreement has been
reached, this Issuer is engaged in talks to acquire an on-line trading
site, by joint-venture with, or possible acquisition of, an existing
provider. This plan, should a target be identified with probability, would
involve the complexity of Broker-Dealer compliance and related issues which
make this program somewhat speculative as of the date of this report.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities
None
Item 3. Defaults Upon Senior Securities
None
3
<PAGE>
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
The Registrant Company has engaged a new Independent Auditor to review and
comment on its next Annual Report, and to assist management in preparing other
current reports. There has been no dispute of any kind or sort with any auditor
on any subject. The new and prospective Auditing firm is Rogoff & Company, p.c.,
275 Madison Ave, New York NY 10016-1101. (212) 557-5666.
Item 6. Exhibits and Reports on Form 8-K
None
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Registration Statement
Exhibit FQ2 Financial Statements (Un-Audited), Second Quarter, June 30, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended June 30, 1999, has been signed below by
the following person on behalf of the Registrant and in the capacity and on the
date indicated.
MarketCentral.net Corp.
formerly, All American Consultant Aircraft, Inc.
formerly, Great American Leasing, Inc.
Dated: June 30, 1999
by /s/ Roy Spectorman by /s/ Jerry Kaplan
--------------------------- ---------------------------
Roy Spectorman Jerry Kaplan
PRESIDENT/DIRECTOR DIRECTOR
4
<PAGE>
Exhibit FQ2
UN-AUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
5
<PAGE>
MarketCentral.net Corporation
(a Development Stage Company)
Consolidated Financial Statements
June 30, 1999
(Unaudited)
<PAGE>
MarketCentral.net Corporation
(a Development Stage Company)
Consolidated Balance Sheet
June 30, 1999
(Unaudited)
Assets
Current assets
Cash $ 4,234
Loan receivable 20,000
---------
Total current assets 24,234
---------
Other assets
Software development costs 98,649
---------
Total assets $ 122,883
=========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 83,509
Notes payable 73,730
Due to related party 59,370
---------
Total current liabilities 216,609
---------
Stockholders' equity (deficit)
Common Stock, authorized 100,000,000
shares of $.0001 par value, issued
and outstanding 3,991,900 399
Additional paid in capital 78,043
Deficit accumulated during the
development stage (172,168)
---------
Total stockholders' equity (deficit) (93,726)
---------
Total liabilities and stockholders' equity $ 122,883
=========
<PAGE>
MarketCentral.net Corporation
(a Development Stage Company)
Consolidated Statement of Operations
For the Six Months Ended June 30, 1999
(Unaudited)
Revenues $ 5,013
-----------
Expenses:
General & administrative 177,181
-----------
Net (loss) $ (172,168)
===========
Net loss per share (0.04)
===========
Weighted average shares outstanding 3,604,586
===========
<PAGE>
MarketCentral.net Corporation
(a Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Additional Deficit
Paid-In Accumulated
Capital During the
Common Stock (Discount on Development
Shares Amount Stock) Stage
--------- --------- ------------ -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 2,000,000 $ 200 $ 33,086 $ --
Reverse acquisition and
reorganization adjustment 1,991,900 199 24,957 --
Net loss March 31, 1999 -- -- -- (79,662)
--------- --------- --------- ---------
Balance, March 31, 1999 3,991,900 $ 399 $ 58,043 $ (79,662)
--------- --------- --------- ---------
Reverse acquisition and
reorganization adjustment -- -- 20,000 --
Net loss June 30, 1999 -- -- -- (92,506)
--------- --------- --------- ---------
Balance, June 30, 1999 3,991,900 $ 399 $ 78,043 $(172,168)
========= ========= ========= =========
</TABLE>
<PAGE>
MarketCentral.net Corporation
(a Development Stage Company)
Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 1999
(Unaudited)
Cash flows from operating activities:
Net loss (172,167)
Adjustments to reconcile net loss to net cash
used by operating activities (net of acquisition
of MarketCentral.net Corp.):
Amortization of website costs 8,676
Increase in accounts payable 83,509
---------
Net cash used in operating activities (79,982)
---------
Cash flows from investing activities:
Increase in loan receivable (20,000)
Website development costs (20,562)
---------
Net cash used by investment activities (40,562)
---------
Cash flows from financing activities:
Additional paid in capital 44,957
Proceeds from related party advances 59,370
Proceeds from issuance of common stock 199
Increase in notes payable 20,252
---------
Net cash provided by financing activities 124,778
---------
Net increase in cash 4,234
Cash, beginning of year --
---------
Cash, end of year $ 4,234
=========
<PAGE>
MarketCentral.net Corporation
(a Development Stage Company)
Notes to the Consolidated Financial Statement
June 30, 1999
(Unaudited)
NOTE 1 - UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management necessary to properly reflect the results of
the interim period presented. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal year. The
Company has elected to omit substantially all footnotes to the financial
statements for the three months ended June 30, 1999, since there have been no
material changes (other than indicated in other footnotes) to the information
previously reported by the Company in their Form 10 SB for the fiscal year ended
December 31, 1998.
NOTE 2 - PLAN OF REORGANIZATION AND ACQUISITION
On February 5, 1999, All American Consultant Aircraft, Inc. (the Company)
acquired MarketCentral.net Corporation through the issuance of 2,025,000 shares
of common stock. The acquisition includes all proprietary technology and the
MarketCentral trademark. The Company also authorized a name change to Market
Central.net Corporation upon the effective date of the merger. MarketCentral has
software and other technology developed on a website. This merger is treated as
a reverse acquisition and therefore all historical (December 31, 1998)
information is that of the accounting survivor (MarketCentral).
NOTE 3 - CONSOLIDATION POLICY
These consolidated financial statements include the books of All American
Consultant Aircraft, Inc. (MarketCentral.net Corporation after name change) and
its wholly owned subsidiary Market Central.net Corporation. All intercompany
transactions and balances have been eliminated.
NOTE 4 - SOFTWARE DEVELOPMENT COSTS
Software development costs on the balance sheet represent capitalized costs of
design, configuration, coding, installation and testing of the Company's website
up to its initial implementation. The asset is being amortized to expense over
its estimated useful life of 5 years using the straight line method.
Ongoing website post-implementation costs of operation, including training and
application maintenance, are charged to expense as incurred.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 4,234
<SECURITIES> 0
<RECEIVABLES> 20,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 98,649
<DEPRECIATION> 0
<TOTAL-ASSETS> 122,883
<CURRENT-LIABILITIES> 216,609
<BONDS> 0
0
0
<COMMON> 399
<OTHER-SE> (93,726)
<TOTAL-LIABILITY-AND-EQUITY> 122,883
<SALES> 5,013
<TOTAL-REVENUES> 5,013
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 177,181
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (177,168)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (172,168)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
