--------------------------------------------------------------------------------
Roy Spectorman
PRESIDENT
MarketCentral.net Corp.
300 Mercer Street #26-J
New York, NY 10003
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
24843 Del Prado, #318
Dana Point, CA 92629
(949) 248-9561
fax (949) 248-1688
--------------------------------------------------------------------------------
FORM 10-Q-SB/A1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 2000
Commission File Number: 0-25891
MARKETCENTRAL.NET CORP
formerly, ALL AMERICAN CONSULTANT AIRCRAFT, INC.
formerly, GREAT AMERICAN LEASING, INC.
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: 4,214,805
Yes [X] No [] (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, 2000, the number of shares outstanding of the Registrant's Common
Stock was 4,214,805
1
<PAGE>
UNNUMBERED ITEM
This Amended 10-QSB-A1 is filed for the purpose of disclosing the corrected
revenue and net loss comparison for the (2) RESULTS OF OPERATIONS table on page
four (4) of this document.
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 FQ2-00) for the six
months ended June 30, 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(A) PLAN OF OPERATION THE NEXT TWELVE MONTHS.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
There can be no assurance that we will not exhaust our present cash before the
end of calendar year 2000. We have divided our 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 program started February 5, 1999 and ends
February of 2001. This level of funding is sufficient to keep us in operation
for the next ten months This is the only firm commitment we have for funding.
Meridian Mercantile, an affiliate shareholder, has agreed to this funding, as
disclosed in Exhibit 6.1 to our Form 10-SB-A1. It may be necessary for
additional funding for the last two of the next twelve months.
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 we
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 be paid to Meridian for such performance. Accordingly, no
present reliance is placed upon that specific program.
The MarketCentral.net website 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. We believe that our
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. We believe that our MarketCentral.net website 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 on-line and traditional media sources.
We have hired a business consultant to assist in the development of a
business plan that will focus on MarketCentral.net becoming a comprehensive
financial content provider that will offer users a one-stop destination for
financial services, news, e-commerce and a wide array of information services.
2
<PAGE>
The hub site will serve visitors interested in investment information, financial
products and services and on-line shopping. The business plan, which is being
funded with a $20,000 loan from one of our shareholders, is expected to be
completed in the second quarter of 2000.
We have entered into agreements with Richard Eakle, former Market
Strategist for Morgan Stanley, and with Gramercy Capital (Joan Lappin, CIO) a
registered investment advisory and money-management firm that has been ranked
number one in performance for five years, to provide original investment
newsletters for the hub website.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. MarketCentral.net
Corp.'s on-line shopping mall, called the Market Mall, can be promoted as a
separate site and is unique in the content and entertainment provided.
(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, we will sell novelty 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 we will
be successful in any of these endeavors. We have no other plans for the purchase
or sale of a significant business plant, or equipment.
(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.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) FINANCIAL CONDITION. Our small business 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 our 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-A1. That agreement provides, in
relevant part, that Meridian Mercantile, Inc., an affiliate shareholder,
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.
Our Consolidated Balance sheet for June 30, 2000 and 1999, shows changes
due mainly to certain non-recurring items, such as a loan receivable which did
not recur, and amounts due from related party, which did not recur. Our accrued
expenses have increased, and our cash has diminished.
(2) RESULTS OF OPERATION. We have had limited significant operations to
date. We have some small revenues from advertising contracts and affiliate site
arrangements. We are 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 we will ever operate at or near a
profitable level.
We first compare the three months and six months ended June 30, 2000 and
1999. These results show little change from the corresponding period of 1999
The remainder of this page intentionally left blank.
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Operations April 1 to June 30 January 1 to June 30
2000 1999 2000 1999
----------------------------------------------------------------------------------------------
Revenues:. . . . . . . . . $ 4,541 $ 3,864 $ 8,416 $ 5,013
Total Revenues. . . . . . 4,541 3,864 8,416 5,013
----------------------------------------------------------------------------------------------
Expenses:
----------------------------------------------------------------------------------------------
General and administrative (235,126) (96,370) (329,020) (177,181)
----------------------------------------------------------------------------------------------
Total Expenses. . . . . . (235,126) (96,370) (329,020) (177,181)
----------------------------------------------------------------------------------------------
Net (Loss) . . . . . . . . (230,585) (92,506) (320,604) (172,168)
----------------------------------------------------------------------------------------------
</TABLE>
We next compare the three months ended March 31, 2000 and 1999. These
results show little change from the corresponding period of 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Operations. . . . . . . . April 1 to June 30 January 1 to March 31
2000 1999 2000 1999
----------------------------------------------------------------------------------------
Revenues:. . . . . . . . . $ 4,541 $ 3,864 $ 3,874 $ 1,149
----------------------------------------------------------------------------------------
Total Revenues. . . . . . 4,541 3,864 3,874 1,149
Expenses:
General and administrative (230,585) (96,370) (93,893) (80,811)
----------------------------------------------------------------------------------------
Total Expenses. . . . . . (230,585) (96,370) (93,893) (80,811)
----------------------------------------------------------------------------------------
Net (Loss) . . . . . . . . (230,585) (92,506) (90,019) (79,662)
----------------------------------------------------------------------------------------
</TABLE>
Our revenues have increased slightly in each comparative period. Our
expenses have kept pace so that our net loss has been greater in each
comparative period. Over all, there is little total change in the results of our
operations, since our last annual report. We reported expenses of $736,317
against revenues of $14,296, in the twelve months of 1999 covered by that
Report, for a net loss of $721,894, or $0.19 per share.
Now let us compare the loss per share for each of the periods.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Months 3 Months 3 Months 3 Months 6 Months 6 Months 12 months
------------------------------------------------------------------------
6/30/00 6/30/99 3/31/00 3/31/99 6/30/00 6/30/99 12/31/99
0.048 0.04 0.02 0.03 0.03 0.03 0.19
------------------------------------------------------------------------
</TABLE>
There is accordingly little change in the results of our operations as
compared to former periods.
(3) POSSIBLE ACQUISITION TARGET. Negotiations for the acquisition of an
on-line trading site have been cancelled, pending full implementaion of
our Company's business plan.
4
<PAGE>
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
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. The decision to change
accountants was recommended or approved by the board of directors. The former
accountant neither resigned or declined to stand for election. The former
accountant's report on the financial statements for either of the past two years
contained no adverse opinion or disclaimer of opinion, nor was modified as to
uncertainty, audit scope or accounting principles. During the two most recent
fiscal years and later interim period through the termination of the
client-auditor relationship, there were no disagreements of the type described
under Item 304(a)(1)(iv)(A) of Regulation S-B.
ITEM 6. REPORTS ON FORM 8-K
None
The remainder of this page intentionally left blank.
5
<PAGE>
EXHIBITS
Exhibit FQ2-00 Financial Statements (Un-Audited), for the six months ended June
30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-QSB Report for the Quarter ended June 30, 2000, 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.
by
Dated: August 8, 2000
/s/Roy Spectorman /s/Jerry Kaplan
Roy Spectorman Jerry Kaplan
president/director director
6
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT FQ2-00
UN-AUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED June 30, 2000
--------------------------------------------------------------------------------
7
<PAGE>
--------------------------------------------------------------------------------
MarketCentral.net Corp.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Financial Statements
June 30, 2000 and 1999
--------------------------------------------------------------------------------
8
<PAGE>
MarketCentral.net Corp.
(A DEVELOPMENT STAGE COMPANY)
June 30, 2000 and 1999
Table of Contents
Page
Independent Accountant's Review Report 9
Balance Sheets 10
Statement of Operations 11
Statement of Cash Flows 12
Statement of Changes in Stockholders' Equity 13
Notes to Financial Statements 14-16
9
<PAGE>
ACCOUNTANTS' REVIEW REPORT
To the Board of Directors and Stockholders of
MarketCentral.net Corp.
We have reviewed the accompanying consolidated balance sheets of
MarketCentral.net Corp. and subsidiary as of June 30, 2000 and 1999, and the
related consolidated statement of operations, of stockholders' equity (deficit)
and of cash flows for the six months then ended, in accordance with Statements
on Standards for Accounting and Review Services issued by the American Institute
of Certified Public Accountants. All information included in these financial
statements is the representation of the management of MarketCentral. net Corp.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
/s/Rogoff & Company
Rogoff & Company
Date: August 4, 2000
10
<PAGE>
MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheets
As of June 30, 2000 and 1999
ASSETS
June 30,
2000 1999
--------------------------------------------------------------------------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . $ 1,464 $ 4,234
Accounts receivable . . . . . . . . . . . . . . . . . 626 0
Loan receivable . . . . . . . . . . . . . . . . . . . . 0 20,000
---------- ----------
Total current assets . . . . . . . . . . . . . . . 2,090 24,234
========== ==========
OTHER ASSETS
Software development costs,
net of accumulated amortization
of $26,029 and $8,676 . . . . . . . . . . . . . 60,735 98,649
---------- ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . $ 62,825 $ 122,883
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . $ 70,549 $ 83,509
Accrued expenses payable . . . . . . . . . . . . 18,727 0
Note payable . . . . . . . . . . . . . . . . . . . 84,231 73,730
Other current liabilities . . . . . . . . . . . . 19,629 0
Due to related party . . . . . . . . . . . . . . . . 0 59,370
---------- ----------
Total current liabilities . . . . . . . . . . . 193,136 216,609
========== ==========
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value;
100,000,000 shares authorized;
4,270,819 and 3,991,900 issued and
outstanding in 2000 and 1999, respectively . . . . 428 399
Paid in capital . . . . . . . . . . . . . . . 2,598,955 1,765,189
Deficit accumulated during the
development stage . . . . . . . . . . . . . (2,729,694) (1,859,314)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . $ 62,825 $ 122,883
========== ==========
See accountants's review report and notes to consolidated financial statements.
11
<PAGE>
MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations
For Six Months Ended June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
For the Period
Six Month Period Three Month From Inception
Ended Period Ended (December 28, 1988)
June 30, June 30, to June 30,
2000 1999 2000 1999 2000
----------------------------------------------------------------------------------------------------------------
Revenue: . . . . . . . . . $ 8,416 $ 5,013 $ 4,541 $ 3,864 $ 23,388
Operating Expense:
General and administration
expense. . . . . . . . . . $ 329,020 $ 177,181 $ 235,126 $ 96,370 $ 2,753,082
----------------------------------------------------------------------------------------------------------------
Net Loss . . . . . . . . . $ 320,604 ($172,168) ($230,585) ($92,506) ($2,729,694)
================================================================================================================
Net Loss Per Share . . . . ($0.08) ($0.04) ($0.05) ($0.03) $ 0
================================================================================================================
Weighted average shares
outstanding. . . . . . . . 4,270,819 3,604,586 4,234,588 3,604,586 0
================================================================================================================
</TABLE>
See accountant's review report and notes to consolidated financial statements.
12
<PAGE>
MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Cash Flows
For the Six months Ended June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
For the Period
Six Month Three Month From Inception
Period Ended Period Ended (December 28, 1988)
June 30, June 30, June 30, June 30, to June 30,
2000 1999 2000 1999 2000
-------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net Loss. . . . . . . . . . . . . . . ($320,604) ($172,167) ($230,585) ($97,532) $ (2,729,694)
Depreciation and amortization-
website cost. . . . . . . . . . . . . $ 8,676 $ 8,676 $ 4,338 $ 4,338 26,029
Shares issued for services. . . . . . $ 175,236 $ 0 $ 175,236 $ 175,236 $ 2,102,787
(Increase) decrease in accounts
receivable. . . . . . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ (626)
Increase (Decrease) in accounts
payable . . . . . . . . . . . . . . . ($33,189) $ 83,509 ($18,207) $ 47,354 70,549
Increase (Decrease) in accrued
expenses. . . . . . . . . . . . . . . $ 1,630 $ 0 $ 9,910 $ 0 $ (512,228)
---------- ---------- ---------- --------- ------------
Net Cash provided (used) by
operating activities. . . . . . . . . ($168,251) ($79,982) ($59,308) ($45,840) $ 18,727
---------- ---------- ---------- --------- -------------
Cash Flows from Investing Activities:
(Increase) Decrease in loan
receivable. . . . . . . . . . . . . . $ 0 ($20,000) $ 0 ($20,000) $ 0
Website development Cost. . . . . . . $ 0 ($20,562) $ 0 ($20,562) $ 0
---------- ---------- ---------- --------- -------------
Net Cash provided by investing
activities. . . . . . . . . . . . . . $ 0 ($40,562) $ 0 ($40,562) $ 0
---------- ---------- ---------- --------- -------------
Cash Flows from Financing Activities:
Proceeds from notes payable . . . . . $ 0 $ 20,252 $ 0 $ 12,092 $ 30,753
Issuances of common stock . . . . . . $ 10 $ 199 $ 10 $ 199 $ 322,939
Additional paid in Capital. . . . . . $ 0 $ 44,957 $ 0 $ 44,957 $ 0
Proceeds from related party . . . . . $ 0 $ 59,370 $ 0 $ 33,370 $ 0
Decrease subscription receivable. . . $ 160,000 $ 0 $ 55,000 $ 0 $ 160,000
Net Cash Provided by financing
activities. . . . . . . . . . . . . . $ 160,010 $ 124,778 $ 55,010 $ 90,618 $ 513,692
---------- ---------- ---------- --------- -------------
Net Increase (Decrease) in cash . . . ($8,241) $ 4,234 ($4,298) $ 4,216 $ 1,464
Cash, beginning of period . . . . . . $ 9,705 $ 0 $ 5,762 $ 18 $ 0
---------- ---------- ---------- --------- -------------
Cash, end of period . . . . . . . . . $ 1,464 $ 4,234 $ 1,464 $ 4,234 $ 1,464
========== ========== ========== ========= =============
</TABLE>
See accountant's review report and notes to consolidated financial statements.
13
<PAGE>
MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Stockholder's Equity
For the Period From Inception (December 28, 1988)
To June 30, 2000
Deficit
Accumulated
Common Stock Paid In During The
Shares Amount Capital Development
Stage
--------------------------------------------------------------------------------
Balance at Beginning of Development
Stage-December 28, 1988 . . . . . . . . . . 0 $ 0 0 0
Shares issued for organizational
costs . . . . . . . . . . . . . . . 180,000 18 982 0
Net Loss December 31, 1988-1996 . . . . 0 0 0 (1,000)
--------------------------------------------------------------------------------
Balance, December 31, 1996 . . . . 180,000 18 982 (1,000)
April 8, 1997-Issued at $1.00
per share . . . . . . . . . . . . 100,000 10 99,990 0
Net Loss December 31, 1997 . . . . . . 0 0 0 (87,886)
--------------------------------------------------------------------------------
Balance, December 31, 1997 . . . . 280,000 28 100,972 (88,886)
May 22, 1998-issued at $1.00
per share . . . . . . . . . . . . . 2,900 1 2,899 0
July 1, 1998-issued at $.10
per share . . . . . . . . . . . . . 84,000 8 8,392 0
Shares issued for cash and
services at @1.0 per share . . . 1,600,000 160 1,599,840 0
Net Loss December 31, 1998 . . . . . . 0 0 0 (1,598,258)
--------------------------------------------------------------------------------
Balance, December 31, 1998 1,966,900 197 1,712,103 (1,687,144)
February 1999 reorganization . . 2,025,000 202 33,084 0
Stock issued for professional
services rendered . . . . . . . . . 36,032 4 54,048 (52)
Stock issued for subscription
stock (to be issued) . . . . . . 56,014 6 311,994 0
Stock issued for professional
services rendered . . . . . . . . 100,000 10 312,490 0
Net Loss December 31, 1999 . . . . . . 0 0 0 (721,894)
--------------------------------------------------------------------------------
Balance as of December 31, 1999 4,183,946 $419 2,423,719 (2,409,090)
Net loss March 31, 2000 . . . . . . . . 0 0 0 (90,018)
--------------------------------------------------------------------------------
Balance as of March 31, 2000 . . . 4,183,946 $419 2,423,719 $(2,499,108)
Stock issued for Financial
Services rendered . . . . . . . . . 5,000 1 9,999 0
Stock issued for Professional
Services rendered . . . . . . . . . 71,000 7 143,493 0
Stock issued for Consultant
Services rendered . . . . . . . . . 10,873 1 21,744 0
--------------------------------------------------------------------------------
Balance as of June 30, 2000 . . . . 4,270,819 428 2,598,955 (2,499,108)
Net loss June 30, 2000 . . . . . . . . 0 0 0 (230,585)
--------------------------------------------------------------------------------
Balance as of June 30, 2000 . . . . 4,270,819 $428 2,598,955 $(2,729,693)
================================================================================
See accountant's review report and notes to consolidated financial statements.
14
<PAGE>
MarketCentral.net Corp.
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2000
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
MarketCentral.net Corp. (formerly All American Consultant Aircraft,
Inc.) (the "Company") was incorporated in Texas. The Company's primary business
is an internet site featuring investment information and tools available to the
individual investor. The site features state-of-the-art e-commerce.
MarketCentral.net Corp.'s online shopping mall, called the Market Mall is
promoted as a separate site.
Basis of Consolidation
The consolidated financial statements include the accounts of
MarketCentral.net. Corp., (formerly All American Consultant Aircraft, Inc.) and
its wholly-owned subsidiary, MarketCentral.Net Corp. All intercompany
transactions and balances have been eliminated.
Summary of Significant Accounting Policies
Software development costs on the balance sheet represent capitalized
costs of design, configuration, 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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the bases of certain assets and
liabilities for financial and tax reporting. The deferred taxes represent the
future tax return consequences of those differences, which will either be
taxable when the assets and liabilities are recovered or settled.
15
<PAGE>
MarketCentral.Net Corp.
(A DEVELOPMENT STAGE COMPANY
Notes to Consolidated Financial Statements
June 30, 2000
NOTE 2. SERVICES COMPENSATION
In 1999, Intrepid International LTD rendered financial services at a
fair value of $54,048 and was compensated by issuing 36,032 the Company's
restricted common stock.
An additional 100,000 shares of restricted common stock was issued to
a business consultant who rendered services to the Company and was recorded at
fair value. The value of the stock on the issued date (September 14, 1999) was
$3 1/8 per share.
On March 10, 2000, 39,000 shares of restricted common stock was issued
for financial services rendered @ $2. per share. On April 12th, 20,000 shares
of restricted common stock was issued for financial and consultant services a@
$2. per share. On May 9th, additional 12,000 shares was issued to compensate
the professional services at the fair market of the invoices amount. On June
7th, 10,873 shares was issued at $2 per share for consultant services. On June
20th, 5,000 shares of restricted common stock was issued @ $2 per share for
financial service rendered. The price is determined accordingly by reference to
the last trading date, June 7, 2000, average close, discounted by 30%. During
the 2nd quarter, 2,000 total additional stocks issued was 47,873 shares.
NOTE. 3 TRANSACTIONS WITH RELATED PARTIES
Subscription Receivable
Meridian Mercantile, Inc. ("Meridian"), an affiliate of the Company,
subscribed for the purchase of 56,014 shares of common stock in consideration of
the sum of $312,000 payable on or before two years from February 5, 1999, with
minimum payment of $13,000 per month over 24 consecutive months. The balance of
this subscription as of June 30, 2000 is paid in full.
Note Payable
The Company has assumed a demand loan to one of its stockholders in
the amount of $53,478. The note bears interest at the rate of 7% per annum.
During 1999, an additional $30,753 advance was obtained from the stockholder and
interest was accrued on the entire balance in the amount of $7,673 as of June
30, 2000.
16
<PAGE>
MarketCentral.Net Corp.
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2000
NOTE 3 TRANSACTIONS WITH RELATED PARTIES - Continued
Management Consultant Fee
The Company utilized a portion of the business, facilities, computers,
telephone and office supplies of New Horizons Asset Management Corp. ("New
Horizons"), 300 Mercer Street, Suite 26-J, New York, New York 10003, and retains
New Horizons as a management consultant. The President and beneficial owner of
New Horizons is also the President of MarketCentral.Net Corp. MarketCentral.net
Corp. has agreed to pay New Horizons Inc. $9,000.00 per month.
MarketCentral.net Corp. has also agreed to remit to New Horizons an additional
payment of $25,000 upon its receipt of funds in an equity or debt financing
transaction.
NOTE 4. STOCK OPTIONS
In February 1999, the Company granted stock options to its key
directors, advisors and consultants to acquire up to total of 400,000 shares of
common stock at an exercise price of $5.00 per share and exercisable for a
period of five years from the date of grant. Additional options to purchase
160,000 shares of restricted common stock for certain consultant services were
granted at an exercise price of $5.00 per share for the 1st 40,000 shares; $7.50
per share for the 2nd 40,000 shares; $10.00 per share for the 3rd 40,000 shares;
$12.50 per share for the last 40,000 shares.
NOTE 5. CAPITAL STOCK
Each share of common stock is entitled to one vote.
NOTE 6. FINANCIAL INSTRUMENTS
Current assets and liabilities are reported at their face amount
which, because of their short-term nature, approximates fair value.
17
<PAGE>
