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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
(MARK ONE)
[X] Quarterly report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 2000.
or
[ ] Transition Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the transition period from ________ to__________.
Commission File No. 000-25275
SALESREPCENTRAL.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 91-1918742
(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification Number
16099 N. 82nd Street, Suite B-1
Scottsdale, Arizona 85260
(Address of Principal Executive Offices) (Zip Code)
480-922-8444
(The Registrant's telephone number, including area code)
FORMER NAME, FORMER ADDRESS AND FORMER YEAR, IF CHANGED SINCE LAST REPORT:
FORMER YEAR - DECEMBER 31, 1999
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) if 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: Yes [X] No [ ]
As of September 30, 2000, the registrant had 15,117,512 shares of common
stock outstanding.
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SalesRepCentral.com
Quarterly Report on Form 10-QSB for the Quarter Ended September 30, 2000
Table of Contents
PART I - FINANCIAL INFORMATION
PAGE
----
Item 1 Financial Statements - Unaudited:
* Balance Sheets as of September 30, 2000 and June 30, 1999 .... 3
* Statements of Operations for the three months ended
September 30, 2000 and 1999 .................................. 4
* Statements of Changes in Stockholders' Equity for the year
ended June 30, 2000, and for the period ended September 30,
2000 ......................................................... 5
* Statements of Cash Flows for the three months ended
September 30, 2000 and 1999 .................................. 6
* Notes to Financial Statements ................................ 7
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations ....................................... 9
PART II - OTHER INFORMATION
Item 1 Legal Proceedings ............................................... 11
Item 2 Changes in Securities and Use of Proceeds ....................... 11
Item 3 Defaults Upon Senior Securities ................................. 11
Item 4 Submission of Matters to a Vote of Security Holders ............. 11
Item 5 Other Information ............................................... 11
Item 6 Exhibits, Financial Statement Schedules and Reports
on Form 8-K ..................................................... 11
Signatures ............................................................... 11
2
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PART I
ITEM 1. FINANCIAL INFORMATION
SALESREPCENTRAL.COM, INC.
BALANCE SHEETS
ASSETS
SEPTEMBER 30, JUNE 30,
2000 2000
----------- -----------
(UNAUDITED)
Current Assets:
Cash and cash equivalents $ 1,915 $ 62,631
Accounts receivable-trade 174,764 --
Due from related parties 86,833 100,584
Inventory 10,607 12,075
Other current assets 12,312 12,312
----------- -----------
TOTAL CURRENT ASSETS 286,431 187,602
----------- -----------
PROPERTY AND EQUIPMENT, NET 130,992 116,150
OTHER ASSETS:
Certificate of deposit 20,000 20,000
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TOTAL ASSETS $ 437,423 $ 323,752
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable -trade $ 121,312 $ 125,955
Note payable-current portion 7,907 8,091
Accrued liabilities 10,000 20,730
Deferred revenue 97,500 --
----------- -----------
TOTAL CURRENT LIABILITIES 236,719 154,776
LONG-TERM LIABILITIES:
Note payable-long-term portion 8,229 9,943
----------- -----------
TOTAL LIABILITIES 244,948 164,719
----------- -----------
COMMITMENTS: -- --
STOCKHOLDERS' EQUITY:
Preferred Stock, $.001 par value, 10,000,000
shares authorized; 14,525 shares issued
and outstanding at September 30, 2000
(unaudited) and June 30, 2000 15 15
Common stock $.001 par value, 24,200,000
shares authorized; 15,117,512 shares issued
and outstanding at September 30, 2000
(unaudited) and June 30, 2000 15,117 15,117
Additional paid-in capital 1,757,979 1,727,979
Accumulated deficit (1,580,636) (1,584,078)
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TOTAL STOCKHOLDERS' EQUITY 192,475 159,033
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 437,423 $ 323,752
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The Accompanying Notes are an Integral Part
of the Financial Statements
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SALESREPCENTRAL.COM, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
2000 1999
------------ -----------
(UNAUDITED) (UNAUDITED)
REVENUES $ 408,668 $ --
COST OF REVENUES 121,736 --
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GROSS INCOME 286,932 --
------------ -----------
GENERAL AND ADMINISTRATIVE EXPENSES 283,333 61,040
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INCOME (LOSS) FROM OPERATIONS 3,599 (61,040)
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OTHER EXPENSES - INTEREST (157) --
------------ -----------
NET INCOME (LOSS) $ 3,442 $ (61,040)
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EARNINGS (LOSS) PER COMMON SHARE
Basic $ 0.00 $ (0.01)
============ ===========
Diluted $ 0.00 $ (0.01)
============ ===========
WEIGHTED AVERAGE SHARES OUTSTANDING
USED IN COMPUTATION
Basic 15,117,512 9,798,150
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Diluted 29,642,512 9,798,150
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SUPPLEMENTAL INFORMATION
Gross bookings $ 204,553 $ --
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The Accompanying Notes are an Integral Part
of the Financial Statements
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SALESREPCENTRAL.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2000 AND
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2000 (UNAUDITED)
<TABLE>
<CAPTION>
PREFERRED COMMON STOCK
-------------- ----------------- ADDITIONAL SUBSCRIPTION ACCUMULATED
SHARES AMOUNT SHARES AMOUNT PAID IN CAPITAL RECEIVABLE DEFICIT TOTAL
------ ------ ------ ------ --------------- ---------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1999 14,525 $15 9,798,150 $ 9,798 $ 1,240,187 $(1,130,000) $ (74,325) $ 45,675
Reverse merger with
Van American Capital, Ltd. -- -- 4,826,251 4,826 (4,826) -- -- --
Sale of common stock -- -- 376,000 376 375,624 -- -- 376,000
Collection of stock
subscription receivable -- -- -- -- -- 1,130,000 -- 1,130,000
Issuance of common stock
for services -- -- 117,111 117 116,994 -- -- 117,111
Net loss for the year
ended June 30, 2000 -- -- -- -- -- -- (1,509,753) (1,509,753)
------ --- ---------- ------- ----------- ----------- ----------- -----------
Balance at June 30, 2000 14,525 15 15,117,512 15,117 1,727,979 -- (1,584,078) 159,033
Additional capital contributed -- -- -- -- 30,000 -- -- 30,000
Net income for the three
month period ended
September 30, 2000 -- -- -- -- -- -- 3,442 3442
------ --- ---------- ------- ----------- ----------- ----------- -----------
Balance at September 30, 2000 14,525 $15 15,117,512 $15,117 $ 1,757,979 $ -- $(1,580,636) $ 192,475
====== === ========== ======= =========== =========== =========== ===========
</TABLE>
The Accompanying Notes are an Integral Part
of the Financial Statements
5
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SALESREPCENTRAL.COM, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2000 1999
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(UNAUDITED) (UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 3,442 $(61,040)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 7,257 322
Changes in Assets and Liabilities:
Accounts receivable-trade (174,764) --
Inventory 1,468 --
Deposits -- 2,929
Due from related parties 13,751 --
Accounts payable - trade (4,643) (16,615)
Accrued liabilities (10,730) --
Deferred revenue 97,500 --
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NET CASH USED BY OPERATING ACTIVITIES (66,719) (74,404)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (22,099) (13,556)
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NET CASH USED BY INVESTING ACTIVITIES (22,099) (13,556)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (1,898) --
Proceeds from additional capital contributed 30,000 30,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES 28,102 30,000
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Net change in cash and cash equivalents (60,716) (57,960)
Cash and cash equivalents at beginning of the period 62,631 65,535
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Cash and cash equivalents at end of the period $ 1,915 $ 7,575
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ (157) $ --
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The Accompanying Notes are an Integral Part
of the Financial Statements
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SALESREPCENTRAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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Note 1
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
AND USE OF ESTIMATES:
BASIS OF PRESENTATION AND INTERIM FINANCIAL STATEMENTS
The accompanying financial statements of SalesRepCentral.com, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles ("GAAP"), pursuant to the rules and regulations of the Securities and
Exchange Commission, and are unaudited. Accordingly, they do not include all the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the results for the interim
periods presented have been made. The results for the three-month period ended
September 30, 2000 may not be indicative of the results for the entire year.
These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-KSB/A for the fiscal year ended June 30, 2000.
EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
Basic earnings per share include no dilution and are computed by dividing income
available to common stockholders by the weighted average number of shares
outstanding for the period.
Diluted earnings per share amounts are computed based on the weighted average
number of shares actually outstanding plus the shares that would be outstanding
assuming the exercise of dilutive convertible preferred stock, all of which are
considered to be common stock equivalents.
7
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SALESREPCENTRAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS - Continued
(UNAUDITED)
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Note 2
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EARNINGS (LOSS) PER SHARE:
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THREE MONTHS ENDED
SEPTEMBER 30,
---------------------------
2000 1999
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(UNAUDITED) (UNAUDITED)
Basic Earnings (Loss) Per Share
Net income (loss) $ 3,442/ $ (61,040)/
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Weighted average number of shares outstanding 15,117,512 9,798,150
Basic earnings (loss) per share $ 0.00 $ (0.01)
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DILUTED EARNINGS (LOSS) PER SHARE
Net income (loss) 3,442/ (61,040)/
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Weighted average number of shares outstanding 15,117,512 9,798,150
Effect of dilutive securities:
Convertible perferred stock 14,525,000 N/A
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Total common shares and assumed conversions 29,642,512 9,798,150
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Per share amount $ 0.00 $ (0.01)
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8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND RELATED NOTES CONTAINED IN ITEM 8 OF THIS ANNUAL REPORT. THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A
OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. WE MAY IDENTIFY THESE
STATEMENTS BY THE USE OF WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE",
"INTEND", "PLAN" AND SIMILAR EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS
INVOLVE SEVERAL RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF VARIOUS FACTORS, INCLUDING THOSE PREVIOUSLY DESCRIBED UNDER THE
CAPTION "RISK FACTORS" IN " ITEM 1. BUSINESS" ABOVE. THESE FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS ANNUAL REPORT, AND WE CAUTION YOU
NOT TO RELY ON THESE STATEMENTS WITHOUT ALSO CONSIDERING THE RISKS AND
UNCERTAINTIES ASSOCIATED WITH THESE STATEMENTS AND OUR BUSINESS ADDRESSED IN
THIS ANNUAL REPORT.
OVERVIEW
SalesRepCentral.com, Inc. (SalesRepCentral/The Company) was incorporated in
May of 1999. SalesRepCentral is an online sales community and content provider
of online B2B Internet resources for the corporate sales team. Our content is
specifically designed to provide comprehensive sales resources, daily training
articles, and other features that meet the needs of the sales-professional. We
have designed our products and services to enhance interaction and communication
within the sales-team by offering a complete on-line sales solution.
Our web-portal was developed exclusively for the sales community including
professional sales-representatives, sales-managers and corporate executives. The
site is designed to create a user-friendly, informative and personalized
experience while providing members with the convenience of transacting business
on-line. The portal was designed by former sales-professionals and provides all
of the latest tools used by sales-professionals to facilitate the sales process.
SalesRepCentral's web-site features 11 content "channels" offering
exclusive products and services that also provide "value-added" features
allowing the sales-professional to perform his job more effectively. Visitors to
our web-site will find comprehensive content developed specifically for the
sales-professional combining education, sales tools and resources, services and
strategic partnerships in one easy-to-use location. Other features of our
Internet-site include employment and job-placement, a full-service travel
agency, leasing and lending services and sales leads. Our web-site also provides
banner advertising, promotional spotlights and channel sponsorships.
RESULTS OF OPERATIONS:
REVENUES
Total revenues for the three months ending September 30, 1999 were zero
compared to $408,668 in the first three months of operations in the current
year. Revenues were generated from various aspects of the business and
delineated as follows:
* Approximately $48,600 or 12% were generated from advertising and
promotional activities.
* Approximately $36,500 or 9% were generated from the activities of The
Company's travel agency.
* Approximately $297,000 or 73% were generated from The Company's web
hosting activities.
* Approximately $17,500 or 4% were generated from team room licensing.
* Approximately $8,300 or 2% were generated from retail sales.
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COST-OF-SALES
Total cost-of-sales for the three months ending September 30, 1999 were
zero compared to $121,736 in the first three months of operations in the current
year. Cost-of-sales by sales aspect is as follows:
* Approximately $7,000 or 6% was incurred to operate The Company's
travel agency.
* Approximately $105,000 or 86% was incurred for web hosting activities.
* Approximately $10,000 or 8% was incurred for the merchandise sold at
retail.
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and administrative expenses for the three months ending
September 30, 1999 were $61,040 compared to $283,333 in the first three months
of operations in the current year. This was an increase of approximately 364%.
The majority of the general and administrative expenses can be broken out as
follows:
* Approximately $36,000 or 13% was incurred for advertising, promotional
and marketing activities.
* Approximately $96,000 or 34% was incurred for salaries and benefits.
* Approximately $33,000 or 12% was incurred for general office related
expenses.
* Approximately $26,000 or 9% was incurred for legal, accounting and
consulting fees.
* Approximately $25,000 or 9% was incurred for facilities rent.
* Approximately $17,000 or 6% was incurred for travel related expenses.
NET LOSS
Our net income for the three months ending September 30, 2000 was $3,442
compared to a net loss of $61,040 for the three months ending September 30,
1999. The net loss for the three months ending September 30, 1999 was due
predominantly to SalesRepCentral ramping-up its sales operations as well as
certain other costs and expenses incurred in relation to the start up of the
Company.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have financed our operations primarily through a
combination of private and public sales of equity. At September 30, 2000, our
principal source of liquidity was approximately $177,000 in cash and trade
receivables compared with approximately $63,000 in cash at June 30, 2000. We
believe that we have the financial resources and sales activity needed to meet
our presently anticipated business requirements, including capital expenditure
and strategic operating programs for the current year. Thereafter, if cash
generated by operations is insufficient to satisfy our liquidity requirements,
we may need to seek alternative financing such as selling additional equity or
debt securities or obtaining additional credit facilities. However, depending on
market conditions, we may consider alternative financing even if our financial
resources are adequate to meet presently anticipated business requirements. The
sale of additional equity or convertible debt securities may result in
additional dilution to our stockholders. Financing may not be available on terms
acceptable to us or at all.
10
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PART II
ITEM 1. LEGAL PROCEEDINGS
SalesRepCentral was not involved in any legal proceedings during the period
covered by this filing.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
We did not enter into any agreements, which would result in the sale or
issuance of any potentially dilutive securities during the period covered by
this filing.
ITEM 3. DEFAULTS UPON DEBT SECURITIES
Item not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY VOTERS
No matters were submitted to a vote of security holders during the period
covered by this filing.
ITEM 5. OTHER INFORMATION
Item not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A Form 8-K (Commission File No. 0-25275) was filed on September 25, 2000
reporting on the change in registrant's certifying accountant to Semple &
Cooper, LLP
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 16, 2000 SalesRepCentral.com
By: /s/ Ralph Massetti
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Ralph Massetti
President and Chief Executive Officer
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