FORM 10Q-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Six Months Ended Commission File Number
May 31, 2000 0-25591
Relocate 411.com, Inc
Formerly known as Stateside Fundings, Inc.
(Exact Name of Registrant as Specified in its Charter)
New York 11-3506899
(State of Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification No.
One Penn Plaza - Suite 4429 New York NY 10119
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code (212) 268-5132
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 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___
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 2, 13 or 15(d) of the Securities 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, 12,675,000
(Title of Class) Shares outstanding at
May 31, 2000
<PAGE>
Relocate 411.com, Inc
Formerly known as Stateside Fundings, Inc.
FORM 10QSB
SIX MONTHS ENDED MAY 31, 2000
INDEX
Page
----
PART I FINANCIAL INFORMATION
ITEM 1 Balance Sheet, May 31, 2000 2
Statements of Operations for
the Six Months Ended
May 31, 2000 3
Statements of Cash Flows 4
Statements of Operations for 5
the Three Months Ended
May 31, 2000 and 1999
Notes to Financial Statements 6
Management's Discussion and
Analysis of Results of Operations
PART II Other Information - Items 1-6
Signatures
<PAGE>
RELOCATE 411.COM, INC
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
BALANCE SHEET
May 31, 2000
(UNAUDITED)
ASSETS
Current Assets:
Cash $ 1,216,238
Interest receivable 2,884
Loan receivable - employee 1,200
Loan receivable 1,117,602
-----------
Total current assets 2,337,924
-----------
Fixed Assets:
Machinery and equipment 11,465
Less: accumulated depreciation 1,771
-----------
9,694
-----------
Other Assets:
Organization expense - net of amortization 280
-----------
Total other assets 280
-----------
Total assets $ 2,347,898
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loan payable $ 1,117,602
Accounts payable, accrued expenses and taxes 11,624
Corporation taxes payable 625
-----------
Total current liabilities 1,129,851
-----------
Stockholders' Equity:
Preferred stock, $.0001 par value per share, 10,000,000
shares authorized and -0- issued and outstanding -0-
Common stock, $.0001 par value per share, 50,000,000
shares authorized and 12,675,000 shares issued and
outstanding 1,268
Additional paid in capital in excess of par value 1,355,555
Deficit (138,776)
-----------
Total stockholders' equity 1,218,047
-----------
Total liabilities and stockholders' equity $ 2,347,898
===========
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<PAGE>
RELOCATE 411.COM, INC
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
(UNAUDITED)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
December 19,
Six Months Six Months 1997
Ended Ended (inception) to
May 31 May 31 May 31
2000 1999 2000
--------- -------- -------------
<S> <C> <C> <C>
Expenses:
Amortization expense $ 40 $ 40
Automobile expenses 704 704
Contributions 100 100
Depreciation 1,771 1,771
Insurance 6,382 6,382
Meals and entertainment 55 55
Miscellaneous 3,930 45 4,188
Office 8,969 8,969
Outside services 924 924
Payroll taxes 7,078 7,078
Postage 29 29
Professional fees 12,183 13,228
Rent 10,000 10,000
Salaries 105,479 105,479
Telephone 429 429
Travel 1,000 1,000
--------- ----- ---------
Total expenses 159,073 45 160,376
--------- ----- ---------
(Loss) during development stage (159,073) (45) (160,376)
--------- ----- ---------
Other income (expense):
(Interest expense) (1,745) (1,745)
Interest income 23,970 23,970
--------- ----- ---------
Total other income 22,225 -- 22,225
--------- ----- ---------
(Loss) before provision for income taxes (136,848) (45) (138,151)
Provision for income taxes 625 625
--------- ----- ---------
Net (loss) $(137,473) $ (45) $(138,776)
========= ===== =========
Net (loss) per common share based upon
10,186,885 and 500 (weighted average)
shares, respectively $ (.01) $(.09) $ (.01)
========= ===== =========
</TABLE>
-3-
<PAGE>
RELOCATE 411.COM, INC
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
December 19,
Six Months 1997
Ended (inception) to
May 31 May 31
2000 2000
----------- ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (137,473) $ (138,776)
Adjustment to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and Amortization expense 1,811 1,891
(Increase) in Interest Receivable (2,884) (2,884)
Increase in accounts payable and accrued expenses 11,849 11,849
----------- -----------
Net cash (used in) operating activities (126,697) (127,920)
----------- -----------
Cash Flows from Investing Activities:
Purchase of fixed assets (11,465) (11,465)
----------- -----------
Net cash (used in) investing activities (11,465) (11,465)
----------- -----------
Cash Flows from Financing Activities:
Cash received from issuance of common stock 1,354,250 1,354,250
Additional paid in capital contributed by a former officer 2,000
Write off of deferred offering costs (927)
(Increase) in loan receivable (1,118,802) (1,118,802)
Proceeds from loan payable 1,117,602 1,117,602
----------- -----------
Net cash provided by financing activities 1,353,050 1,354,123
----------- -----------
Net increase in cash 1,214,888 1,214,738
Cash - December 1, 1,350 1,500
----------- -----------
Cash - May 31, $ 1,216,238 $ 1,216,238
=========== ===========
Supplemental Disclosures:
Income tax $ 625 $ --
=========== ===========
Interest paid $ -- $ --
=========== ===========
</TABLE>
-4-
<PAGE>
RELOCATE 411.COM, INC
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
(UNAUDITED)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
May 31 May 31
2000 1999
------------ ------------
<S> <C> <C>
Expenses:
Amortization expense $ 20 $ --
Automobile expenses -- --
Contributions 100 --
Depreciation 886 --
Insurance 4,519 --
Meals and entertainment -- --
Miscellaneous 1,713 --
Office 967 --
Outside services 874 --
Payroll taxes 2,362 --
Postage -- --
Professional fees 11,310 --
Rent 6,000 --
Salaries 55,568 --
Telephone 302 --
Travel -- --
------------ ------------
Total expenses 84,621 --
------------ ------------
(Loss) during development stage (84,621) --
------------ ------------
Other income (expense):
(Interest expense) (1,745) --
Interest income 23,970 --
------------ ------------
Total other income 22,225 --
------------ ------------
(Loss) before provision for income taxes (62,396) --
Provision for income taxes -- --
------------ ------------
Net (loss) $ (62,396) $ --
============ ============
Net (loss) per common share based upon
12,675,000 and 500 (weighted average)
shares, respectively $ -0- $ -0-
============ ============
</TABLE>
-5-
<PAGE>
RELOCATE 411.COM, INC.
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
During the quarter ended May 31, 2000 the Company loaned $ 1,117,602 to
Teltran International Group, Ltd, a company related to Relocate 411.com Inc. by
similar shareholders. The loan has an interest rate of 9.5 % per annum and
presently has no maturity date. Teltran pledged 600,000 shares of its common
stock and 600,000 shares of Antra Holdings Group common stock. Antra and Teltran
exchanged shares with each other in 1999. Teltran currently owns 2,800,000
shares of Antra's common stock. In exchange for making the loan, Relocate
411.com Inc. received 250,000 warrants to purchase Teltran International Group,
Ltd. common stock at an exercise price of $ 1.10 per share.
The loan to Teltran was accomplished, when the Company borrowed, using its
certificate of deposit which has an interest rate of 6.2 % as collateral, $
1,117,602 from Chase Bank. This loan has an interest rate of 9.5 % and has a due
date of August 25, 2000.
-6-
<PAGE>
Relocate 411.com, Inc
Formerly known as Stateside Fundings, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
May 31, 2000
Management Discussion & Analysis
Relocate 411.com, inc. is a development stage company. Presently, the company
maintains in excess of $1 million in cash or cash equivalents. We anticipate
using these funds to begin construction of our web site, launch a marketing
campaign, as well as for general corporate purposes and working capital.
We cannot assure you that there will be a market for our services, or that we
will be able to successfully implement our plan. The Company anticipates
substantial capital and other expenditures during the year 2000. The Company
will require additional funds in connection with the implementation of its
business plan. There is no assurance we will be able to obtain funding on terms
favorable to us if at all. If the Company cannot obtain additional financing, it
may have to curtail some additional activities.
At May 31, 2000, the Company's current assets amounted to $2,337,924, while
current liabilities amounted to $1,129,851. The current assets consists of cash
received in a private placement dated January 26, 2000. Proceeds were exchanged
for 5,115,000 common stock and 5,115,000 common stock purchase warrants issued
to subscribers and placement agents.
At the end of May 2000, Relocate411.Com entered into a secured transaction with
Teltran International, a publicly traded company whose CEO is a director of
Relocate411, whereby it loaned Teltran approximately 1.1 million dollars on a
short term basis. As part of the terms of the transaction, Relocate411 was
compensated with warrants on Teltran International common stock in addition to
receiving a competitive interest rate on the loan.
PART II OTHER INFORMATION
Item 1 Legal Proceedings - None
Item 2 Changes in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Securities Holders
- None
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K - None
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RELOCATE 411.COM INC.
By: /s/ Darrell Lerner
----------------------------------
Darrell Lerner
President
Date: