SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934
For the Fiscal year ended November 30, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission file number: 0-25591
STATESIDE FUNDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-3462369
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
1040 East 22nd Street, Brooklyn, New York 11210
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (718) 692-2743
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- -------------------
- -------------------------------- ------------------------------
- -------------------------------- ------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports 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. Yes _X_ No ____
<PAGE>
State the aggregate market value of the voting stock held by non- affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filings. (See
definition of affiliate in Rule 405).
The aggregate market value of the voting stock held by non- affiliates of the
registrant is $_______.
Note: If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this form.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $.0001 par value 5,000,000
- ------------------------------ ---------
(Title of Class) (Shares outstanding at
November 30, 1999)
<PAGE>
STATESIDE FUNDINGS, INC.
FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 1999
INDEX Page
PART I
Item 1 Business 1
Item 2 Properties 1
Item 3 Legal Proceedings 1
Item 4 Submission of Matters to a Vote of
Security Holders 1
PART II
Item 5 Market for the Registrant's Securities
and Related Stockholder Matters 1
Item 6 Selected Financial Data 2
Item 7 Management's Discussion and Analysis
of Financial Condition and Results
of Operations 2
Item 8 Financial Statements and Supplementary
Data 2
Item 9 Disagreements on Accounting and
Financial Disclosure 2
PART III
Item 10 Directors and Executive Officers
of the Registrant 2
Item 11 Executive Compensation 3
Item 12 Security Ownership of Certain Beneficial
Owners and Management 3
Item 13 Certain Relationships and Related
Transactions 4
PART IV
Item 14 Exhibits, Financial Statement, Schedules
and Reports on Form 8-K 4
Signatures 11
<PAGE>
PART 1
Item 1. Business
The Company was incorporated on December 19, 1997 in the State of Delaware.
The Company was formed to engage in any lawful corporate undertaking,
including but not limited to, selected mergers and acquisitions. As of
November 30, 1999, the Company has no plan, proposal, agreement,
understanding or arrangement to acquire or merge with any specific business
or company.
Item 2. Properties
The Company at present has no real property and maintains an office at the
office of its President, Nachum Blumenfrucht, at 1040 East 22nd Street,
Brooklyn, New York 11210, at no cost to the Company.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
There is no established public trading market for the Company's Common
Stock.
Number of Shareholders - 3
1
<PAGE>
Item 6. Selected Financial Data
Nov. 30 Nov. 30
1999 1998
------- ------
Income from Operations $ 0 $ 0
Total Current Assets 1,350 1,500
Other Assets 320 400
Total Assets 1,670 1,900
Total Current Liabilities 400 400
Total Stockholders Equity 1,270 1,500
Item 7. Management's Discussion and Analysis of Results of Operations
At November 30, 1999, the Company's current assets amounted to $1,350,
while current liabilities amounted to $400. In addition, organization costs
amounted to $320.
Item 8. Financial Statements
Attached
Item 9. Disagreements on Accounting and Financial Disclosures
None
PART III
Item 10. Directors and Executive Officers
The Company has one Director and Officer as follows:
Name Age Positions and Offices Held
- ---- --- --------------------------
Nachum Blumenfrucht 43 President, Secretary,
Treasurer and Director
Nachum Blumenfrucht, CPA, MBA (age 43), received a Bachelor of Science in
Accounting from Brooklyn College in 1978, and a Masters in Business
Administration from Bernard Baruch College in 1981. From 1984 to the present,
Mr. Blumenfrucht has been self-employed as a New York State certified public
accountant. Mr. Blumenfrucht has been a member of the New York State Society of
CPA's since 1981.
2
<PAGE>
Item 11. Executive compensation
The Company's sole officer and director does not receive any compensation for
his services rendered to the Company, nor has he received such compensations in
the past.
There is no employment agreement contemplated for the services of the Company's
sole officer and director nor current intentions to compensate the officer and
director in the future.
Item 12. Management's Remuneration and Transactions
a. Security Ownership of Certain Beneficial Owners
The following table sets forth the number and percentage, as of November
30, 1999 of the Company's Common Shares owned of record and beneficially by each
person owning more than 5% of such Common Shares and by all officers and
directors, as a group. Each of these persons may be deemed a parent and promoter
as those terms are defined in the Act.
<TABLE>
<CAPTION>
Name of Amount & Nature
Beneficial of Beneficial Percentage
Title of Class Owner Ownership of Class
- -------------- ----- --------- --------
<S> <C> <C> <C>
Common Nachum Blumenfrucht 4,100,000 82%
Amy Lau 450,000 9%
Barbara R. Mittman 450,000 9%
b. Security Ownership of Management
Nachum Blumenfrucht 4,100,000 82%
Amy Lau 450,000 9%
Barbara R. Mittman 450,000 9%
All Officers and
Directors as a
Group (1) as of
November 30, 1999 4,100,000 82%
</TABLE>
3
<PAGE>
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
None
4
<PAGE>
DON FUCHS
Certified Public Accountant
370 Brook Avenue
Passaic, New Jersey 07055
(973) 777-9895
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Stateside Fundings, Inc.
1040 East 22nd Street
Brooklyn, New York 11210
Gentlemen:
I have audited the accompanying balance sheet of Stateside Fundings, Inc.
(a development stage company) as of November 30, 1999 and November 30, 1998, and
the related Statements of Cash Flows, and Stockholders' Equity for the year
ended November 30, 1999 and the period December 19, 1997 (inception) to November
30, 1998. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. These standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Stateside Fundings, Inc. as
of November 30, 1999 and November 30, 1998, and the Statements of Cash Flows,
and Stockholders' Equity for the year ended November 30, 1999 and the period
December 19, 1997 (inception) to November 30, 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
company, and has no income since inception which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to this
matter, specifically the proposed public offering, are also described in Note 4.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
DON FUCHS
CERTIFIED PUBLIC ACCOUNTANT
January 27, 1999
<PAGE>
STATESIDE FUNDINGS, INC.
(A development stage company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
November November
30, 1999 30, 1998
-------- --------
<S> <C> <C>
Current Assets:
Cash $ 1,350 $ 1,500
------- -------
Total Current Assets $ 1,350 1,500
------- -------
Other Assets - Note 2:
Organization Costs - Net of Amortization 320 400
------- -------
Total Other Assets 320 400
------- -------
TOTAL ASSETS $ 1,670 $ 1,900
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LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accrued Expenses $ 400 $ 400
------- -------
TOTAL CURRENT LIABILITIES 400 400
------- -------
Stockholder's Equity - Notes 3 and 4:
Common Stock, par value $.0001; authorized 50,000,000
shares, issued and outstanding 5,000,000 shares November 30,
1999 and November 30, 1998 500 500
Preferred Stock, par value $.0001; authorized
10,000,000 shares, none issued and outstanding 0 0
Additional Paid-In Capital 2,073 1,000
Retained Earnings (1,303) 0
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TOTAL STOCKHOLDER'S EQUITY 1,270 1,500
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,670 $ 1,900
------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATESIDE FUNDINGS, INC.
(A development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIODS INDICATED
<TABLE>
<CAPTION>
Total
Stock Additional Retained Stock
Common Issued Paid-In Earnings Holders
Shares Amount Capital (Deficit) Equity
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Issuance of Common Shares
on December 19, 1997 at Par
Value ($.0001 per share)
For Cash 5,000,000 $ 500 $ 1,000 $ 1,500
Net Loss For Year
Ended November 30, 1998 $ 0 0
----------------------------------------------------------------------
0
Balance - November 30,
1998 5,000,000 500 1,000 0 1,500
Deferred Offering Costs Charged
Against Additional Paid-In Capital (927) (927)
Additional Paid-In Capital
Contributed by Officer -
October, 1999 2,000 2,000
Net Loss For Year Ended
November 30, 1999 (1,303) (1,303)
----------------------------------------------------------------------
Balance - November 30,
1999 5,000,000 $ 500 $ 2,073 $(1,303) $ 1,270
----------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATESIDE FUNDINGS, INC.
(A development stage company)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED
<TABLE>
<CAPTION>
November November
30, 1999 30, 1998
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(1,303) $ 0
Adjustments to Reconcile Net Loss to net cash used
by operating activities
Non-cash items included:
Amortization 80 0
CHANGES IN ASSETS AND LIABILITIES:
Organization Expenses 0 (400)
Accrued Expenses 0 400
------- -------
Cash Provided (Used) in Operations (1,223) 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock for Cash 0 1,500
Additional Paid-In Capital Contributed by Officer 2,000 0
Write Off of Deferred Offering Costs Against Capital (927) 0
------- -------
Total Cash Provided From Financing Activities 1,073 1,500
------- -------
NET INCREASE (DECREASE) IN CASH (150) 1,500
CASH AT BEGINNING OF PERIOD 1,500 0
------- -------
CASH AT END OF PERIOD $ 1,350 $ 1,500
------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATESIDE FUNDINGS, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999
NOTE 1 - BASIS OF PRESENTATION
Stateside Fundings, Inc. was organized under the laws of the State of
Delaware on December 19, 1997 and has adopted a fiscal year ending November
30th. The Company is considered a development stage company.
NOTE 2 - ORGANIZATION COSTS
Expenses incurred in connection with the formation of the Company have been
capitalized and are being amortized over a period of five years on the
straight-line method. The asset is shown net of amortization.
NOTE 3 - ADDITIONAL PAID-IN-CAPITAL
The President has advanced additional paid-in-capital in the amount of
$2,000 to fund the operations.
NOTE 4 - CAPITALIZATION
The Company is authorized to issue 50,000,000 common shares with a par
value of $.0001, and 10,000,000 blank check preferred shares with a par value of
$.0001. On December 1, 1997, the Company issued a total of 5,000,000 shares of
its common stock to three individuals, for a total consideration of $1,500
($.0003 per share).
NOTE 5 - CONFLICTS OF INTEREST
Certain conflicts of interest have existed and will continue to exist
between management, their affiliates and the Company. Management have other
interests including business interests to which they devote their primary
attention. Management may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company and in
addition, management may negotiate an acquisition resulting in a conflict of
interest and possibly, a breach of directors' duty of loyalty to the Company.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Pursuant to oral agreement, the Company currently utilizes the office of
its sole officer and director, Nachum Blumenfrucht, at 1040 East 22nd Street,
Brooklyn, New York 11210, rent-free.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STATESIDE FUNDINGS, INC.
-------------------------------
(Registrant)
By: /s/ Nachum Blumenfrucht
--------------------------------
Nachum Blumenfrucht
President, Secretary-Treasurer
and Director
Date: January 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicates.
By: /s/ Nachum Blumenfrucht
--------------------------------
Nachum Blumenfrucht
President, Secretary-Treasurer
and Director
Date: January 28, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATESIDE
FUNDINGS, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> NOV-30-1999
<CASH> 1,350
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,350
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,670
<CURRENT-LIABILITIES> 400
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 770
<TOTAL-LIABILITY-AND-EQUITY> 1,670
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (1,303)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,303)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,303)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,303)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
