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 Nine Months Ended Commission File Number
August 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
August 31, 2000
<PAGE>
Relocate 411.com, Inc
Formerly known as Stateside Fundings, Inc.
FORM 10QSB
NINE MONTHS ENDED AUGUST 31, 2000
INDEX
Page
----
PART I FINANCIAL INFORMATION
ITEM 1 Balance Sheet, August 31, 2000 2
Statements of Operations for
the Nine Months Ended
August 31, 2000 3
Statements of Cash Flows 4
Statements of Operations for
the Three Months Ended
August 31, 2000 and 1999 5
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
August 31, 2000
ASSETS
Current Assets:
Cash and cash equivalents $ 1,148,327
Note receivable 1,119,347
Other current assets 1,045
-----------
Total current assets 2,268,719
-----------
Fixed Assets:
Computers and equipment 11,465
Less: accumulated depreciation 2,656
-----------
8,809
-----------
Other Assets:
Organization expense - net of amortization 260
-----------
Total other assets 260
-----------
Total assets $ 2,277,788
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank loan payable $ 1,117,602
Accounts payable, accrued expenses and taxes 17,275
Corporation taxes payable 625
-----------
Total current liabilities 1,135,502
-----------
Stockholders' Equity:
Preferred stock, $.0001 par value per share, 10,000,000
shares authorized and -0- issued and outstanding --
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 accumulated during the development stage (214,537)
-----------
Total stockholders' equity 1,142,286
-----------
Total liabilities and stockholders' equity $ 2,277,788
===========
See notes to financial statements.
-2-
<PAGE>
RELOCATE 411.COM, INC
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
December 19,
Nine Months Nine Months 1997
Ended Ended (inception) to
August 31, August 31, August 31,
2000 1999 2000
--------- --------- ---------
<S> <C> <C> <C>
Expenses:
Salaries 148,179 148,179
Professional fees 47,613 48,658
Rent 16,000 16,000
Office 9,114 9,114
Payroll taxes 10,487 10,487
Automobile expenses 1,354 1,354
Contributions 100 100
Insurance 8,066 8,066
Miscellaneous 1,182 189 1,440
Outside services 924 924
Telephone 540 540
Travel and entertainment 6,164 6,164
Depreciation and amortization 2,716 20 2,716
--------- --------- ---------
Total expenses 252,439 209 253,742
--------- --------- ---------
(Loss) during development stage (252,439) (209) (253,742)
--------- --------- ---------
Other income (expense):
Interest income 68,263 -- 68,263
(Interest expense) (28,433) -- (28,433)
--------- --------- ---------
Total other income 39,830 -- 39,830
--------- --------- ---------
(Loss) before income taxes (212,609) (209) (213,912)
Income tax expense 625 625
--------- --------- ---------
Net (loss) $(213,234) $ (209) $(214,537)
========= ========= =========
Net (loss) per common share based
upon 11,012,973 and 500
(weighted average) shares, respectively $ (0.02) $ (0.42) $ (0.02)
========= ========= =========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
RELOCATE 411.COM, INC
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
December 19,
Nine Months 1997
Ended (inception) to
August 31, August 31,
2000 2000
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (213,234) $ (214,537)
Adjustment to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and Amortization expense 2,716 2,796
(Increase) in interest receivable (1,045) (1,045)
Increase in accounts payable and accrued expenses 17,500 17,500
----------- -----------
Net cash (used in) operating activities (194,063) (195,286)
----------- -----------
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 1,504,250 1,504,250
Additional paid in capital contributed by a former officer 2,000
Redemption of original shareholder (150,000) (150,000)
Write off of deferred offering costs (927)
(Increase) in loan receivable (1,119,347) (1,119,347)
Proceeds from loan payable 1,117,602 1,117,602
----------- -----------
Net cash provided by financing activities 1,352,505 1,353,578
----------- -----------
Net increase in cash 1,146,977 1,146,827
Cash - December 1, 1,350 1,500
----------- -----------
Cash - May 31, $ 1,148,327 $ 1,148,327
=========== ===========
Supplemental Disclosures:
Income tax $ 625 $ 625
=========== ===========
Interest paid $ 26,688 $ 26,688
=========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
RELOCATE 411.COM, INC
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three Months Three Months
Ended Ended
August 31, August 31,
2000 1999
------- -------
Expenses:
Salaries 42,700 --
Professional fees 35,430 --
Rent 6,000 --
Office 145 --
Payroll taxes 3,409 --
Automobile expenses 650 --
Insurance 1,684 --
Miscellaneous (2,777) --
Telephone 111 --
Travel and entertainment 5,109 --
Depreciation and amortization 905 --
------- -------
Total expenses 93,366 --
------- -------
(Loss) during development stage (92,342) --
------- -------
Other income (expense):
Interest income 44,293 --
(Interest expense) (26,688) --
------- -------
Total other income 17,605 --
------- -------
(Loss) before income taxes (74,737) --
------- -------
Income tax expense -- --
------- -------
Net (loss) (74,737) --
======= =======
Net (loss) per common share based
upon 12,675,000 and 500
(weighted average) shares, respectively (0.01) 0
======= =======
See notes to financial statements.
-5-
<PAGE>
RELOCATE 411.COM, INC.
FORMERLY KNOWN AS STATESIDE FUNDINGS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2000
Note 1 - Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of Management,
all adjustments considered necessary for a fair presentation have been
included. These adjustments were considered usual and normal in nature. For
the period ended August 31, 2000, the Company had no operational activities
other than the preparation of the information that will appear on the
website and the development of that website. For further information, refer
to the financial statements and footnotes included in the Company's
registration statement on Form 10-SB.
Note 2 - Note Receivable:
On May 25, 2000. the Company loaned $1,117,602 to Teltran International
Group, Ltd. Teltran is a publicly held company presently trading on the
NASD OTC Pink Sheets, and some of its stockholders and officers own
approximately 42% of Relocate. The loan matures November 25, 2000 with
interest at 9 1/2% annually and is secured by a promissory note. The note
has been secured by 600,000 shares each of common stock of Teltran and
Antra Holdings Group, Inc. Antra is also a publicly held company traded on
the NASD OTC Pink Sheets. Teltran owns the Antra shares which were acquired
in April 1999 when each company originally exchanged 2,000,000 shares of
their common stock. Additionally, Teltran pledged its one share of Teltran
Web Factory, Ltd. a wholly owned foreign subsidiary of Teltran.
Teltran also issued 250,000 warrants exercisable from May 25, 2000 to May
24, 2005 to purchase Teltran common stock at a price of $1.10 per share.
Note 3 - Bank Loan Payable:
The bank loan consists of a short term loan due to Chase Manhattan Bank and
is due November 25, 2000. Interest is payable at 9.5% per annum. The loan
is collateralized by a jumbo CD.
-6-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
August 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 August 31, 2000, the Company's current assets amounted to $2,268,719, while
current liabilities amounted to $1,135,502. 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:
