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 March 31, 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: 4,183,946
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 March 31, 2000, the number of shares outstanding of the Registrant's
Common Stock was 4,183,946
UNNUMBERED INTRODUCTION
THIS AMENDED 10-QSB-A1 is filed for the purpose of disclosing the dates of
commencement and conclusion for the Level One funding, in Item 2, Part (1). Cash
Requirements and of Need for additional funds, twelve months.
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PART I: FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit FQ1-00) for the three
months ended March 31, 2000.
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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 the Issuer will not exhaust its present cash
before the end of calendar year 2000. 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 program started
February 5, 1999 and ends February of 2001. This level of funding is sufficient
to keep the Issuer in operation for the next ten 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 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 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 be 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.
The Company has 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. The hub site will serve visitors interested
in investment
information, financial products and services and on-line shopping. The business
plan, which is being paid for by a shareholder of the Company by a loan of
$20,000, is expected to be completed in the second quarter of 2000.
The Company has 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 web site.
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(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.
(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 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.
(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. 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-A1. 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) 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 we will
ever operate at or near a profitable level. We incurred expenses of $93,893
against revenues of $3,874, in the three months covered by this Report, for a
net loss of $90,019, or $0.02 per share. These results show little change from
the corresponding period of 1999: expenses of 80,811, for a loss of $79,662, or
$0.03 per share.
(3) POSSIBLE ACQUISITION TARGET. Negotiations for the acquisition of an
on-line trading site have been cancelled pending the completion of the Company's
business plan.
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PART II: OTHER INFORMATION
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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.
ITEM 6. REPORTS ON FORM 8-K
None
EXHIBITS
Exhibit FQ1-00 Financial Statements (Un-Audited), first quarter, March 31,
2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended March 31, 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: March 31, 2000
/s/ /s/
Roy Spectorman Jerry Kaplan
president/director director
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EXHIBIT FQ1-00
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
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MarketCentral.net Corp.
(A DEVELOPMENT STAGE COMPANY)
March 31, 2000 and 1999
Table of Contents
-----------------
Page
----
Independent Accountant's Review Report 8
Balance Sheets 9
Statement of Operations 10
Statement of Cash Flows 11
Statement of Changes in Stockholders' Equity 12
Notes to Financial Statements 13-15
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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 March 31, 2000 and 1999, and the
related consolidated statement of operations, of stockholders' equity (deficit)
and of cash flows for the three 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, P.C.
Certified Public Accountants
Date: April 28, 2000
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MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheets
As of March 31, 2000 and 1999
ASSETS
------
March 31,
----------
2000 1999
---- ----
CURRENT ASSETS
Cash $ 5,763 $ 18
Accounts receivable 626 0
Loan receivable 0 0
Subscriptions receivable 35,371 2,871
OTHER ASSETS
Software development costs, 65,073 82,426
net of accumulated amortization
of $21,691 and $4,338
TOTAL ASSETS $ 106,833 $ 82,444
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 88,756 $ 36,156
Accrued expenses payable 8,816 0
Note payable 84,231 61,638
Due to related party 0 5,870
---------- ----------
Total current liabilities 181,803 103,664
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value;
100,000,000 shares authorized;
4,183,946 and 3,991,900 issued and
outstanding in 2000 and 1999, respectively 419 399
Paid in capital 2,423,719 1,745,187
Deficit accumulated during the
development stage (2,499,108) (1,766,806)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 106,833 $ 82,444
========== ==========
See accountants review report and notes to consolidated financial statements.
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MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations
Three Month
Period Ended For the Period
March 31, From Inception
(December 28,1988)
to March 31,
2000 1999 2000
---- ---- ----
Revenue: $ 3,874 $ 1,149 $ 18,847
Operating expense:
General and administration
expense 93,893 80,811 2,517,904
---------- ---------- ----------
Net loss $ (90,019) $ (79,662) $2,499,057
========== ========== ==========
Net loss per share (0.02) (0.03) 0
========== ========== ==========
Weight average shares outstanding 4,183,946 2,698,479
========== ==========
See accountant's review report and notes to consolidated financial statements.
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MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Cash Flows
Three Month
Period Ended For the Period
March 31, From Inception
(December 28,1988)
to March 31,
2000 1999 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (90,019) $ (79,662) $(2,499,057)
Depreciation and amortization -
web site cost 4,338 4,338 21,691
Shares issued for services 0 0 1,927,500
(Increase) in accounts receivable 0 0 (626)
Increase (decrease) in accounts
payable (14,981) 0 88,756
Increase (decrease) in accrued
expenses (8,281) (27,183) 8,816
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Net cash provided (used) by
operating activities (108,943) 48,142 (452,920)
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CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in loan
receivable 0 40,000 0
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 0 8,160 30,753
Issuances of common stock 0 0 322,929
Decrease subscription receivable 105,000 0 105,000
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Net cash provided by financing
activities 105,000 8,160 458,682
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Net increase (decrease) in cash (3,943) 18 5,763
Cash, beginning of period 9,705 0 0
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Cash, end of period $ 5,762 $ 18 $ 5,763
================================================================================
See accountant's review report and notes to consolidated financial statements.
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MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Stockholder's Equity
For the Period From Inception (December 28, 1988)
To March 31, 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)
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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)
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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 @ 10 per share 1,600,000 160 1,599,840 0
Net Loss December 31, 1998 0 0 0 (1,598,258)
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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 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)
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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)
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Balance as of March 31, 2000 4,183,946 $419 2,423,719 $(2,499,108)
=========== ===== ========== ==========
See accountant's review report and notes to consolidated financial statements.
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MarketCentral.net Corp.
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
March 31, 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.
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MarketCentral.Net Corp.
(A DEVELOPMENT STAGE COMPANY
Notes to Consolidated Financial Statements
March 31, 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.
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 March 31, 2000 is $35,371.
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 $6,199 as of March
31, 2000.
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.
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MarketCentral.Net Corp.
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
March 31, 2000
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.
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