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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Period Ended
March 31, 2000 Commission File No. 0-26239
BE SAFE SERVICES, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 11,3479172
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(State or jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
62-45 Woodhaven Boulevard, Rego Park, New York 11374
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (718) 651-5400
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Former name, former address and former fiscal year,
if changed since last report: N/A
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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 a 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 May 1, 2000, there were 4,535,000 shares of Common Stock, $.0001 par value
outstanding.
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Balance Sheet as of March 31, 2000 3
Statement of Changes in Stockholders Equity
for the period ended March 31, 2000 4
Statement of Operations for the three months
ended March 31, 2000 and March 31, 1999 5
Statement of Cash Flows for the three months ended
March 31, 2000 and March 31, 1999 6
Notes to the financial statements 7
2
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BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
MARCH 31, 2000
ASSETS
Current assets
Cash $ 8,677
Accounts receivable 22,276
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Total current assets 30,953
Intangible assets, net of accumulated amortization of $495 9,414
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$40,367
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses and taxes $11,957
Loans from officers 687
Loans from others 6,909
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Total liabilities 19,553
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Shareholders' equity
Common stock, par value $.0001; 20,000,000 shares
authorized, 4,535,000 shares issued and outstanding 454
Additional paid-in capital 11,743
Retained earnings 8,617
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Total shareholders' equity 20,814
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$40,367
See accompanying notes to financial statements.
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BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000
Revenues $ 8,030
General and administrative expenses
(excluding officer's compensation) 1,390
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Operating income 6,640
Interest income 35
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Income before officer's compensation 6,675
Officer's compensation 1,500
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Net income before provision for income taxes 5,175
Provision for income taxes 1,372
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Net income 3,803
Retained earnings, beginning of period 4,814
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Retained earnings, end of period $ 8,617
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Weighted average number of common shares outstanding 4,535,000
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Net income per share (basic and diluted) $ 0.00
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BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000
Common Paid-in Retained
Stock Capital Earnings Total
----- ------- -------- -----
Shareholders' equity, January 1, 2000 $454 $13,712 $4,814 $18,980
Cost of stock offering - (1,969) - (1,969)
Net income - - 3,803 3,803
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Shareholders' equity, March 31, 2000 $454 $11,743 $8,617 $20,814
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<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000
Operating activities
Net income $ 3,803
Adjustment to reconcile net income to
cash used in operating activities
Amortization 495
Changes in operating assets and liabilities
Accounts receivable (7,546)
Accrued expenses and taxes 3,242
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Net cash used in operating activities (6)
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Financing activities
Repayment of loans from others (3,000)
Cost of stock offering (1,969)
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Net cash used in financing activities (4,969)
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Net decrease in cash (4,975)
Cash at beginning of period 13,652
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Cash at end of period $ 8,677
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Supplementary information:
Income taxes paid on a cash basis $ 2,199
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Interest paid on a cash basis -
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<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 - General
The Company was incorporated in the State of Delaware on March 26,
1999, to distribute, install, and service alarm and surveillance
systems. As of March 31, 2000, the Company had not yet engaged in
significant business operations.
Note 2 - Significant accounting policies
Basis of presentation
The accompanying consolidated financial statements are unaudited but,
in the opinion of management of the Company, contain all adjustments,
which include normal recurring adjustments necessary to present fairly
the financial position at March 31, 2000, and the results of operations
and cash flows for the three months ended March 31, 2000.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expense during the reporting period. Actual
results could differ from those estimates. The results of operations
for the three months ended March 31, 2000, are not necessarily
indicative of the results of operations to be expected for the full
year ending December 31, 2000.
Development stage
At March 31, 2000, the Company was a development-stage entity since it
had not produced any significant revenues from planned principal
operations.
Intangible assets
This consists of organizational costs which are amortized over a period
of five years using the straight-line method.
Earnings per share
On March 3, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings Per
Share," which provides for the calculation of Basic and Diluted
earnings per share. Basic earnings per share includes no dilution and
is computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of the entity. The Company
adopted this pronouncement during the period ended December 31, 1999,
and it had no effect on earnings per share.
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<PAGE>
BE SAFE SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 3 - Loans from officers
This consists of non-interest-bearing demand loans.
Note 4 - Loans from others
This consists of non-interest-bearing demand loans.
Note 5 - Shareholders' equity
On March 26, 1999, the Company issued 4,510,000 shares of common stock
for $451. Of said shares, 1,078,000 were issued to officers of the
Company.
On March 30, 1999, the Company issued 10,000 shares of common stock for
$1,000.
On April 6, 1999, the Company issued 15,000 shares of common stock for
$15,000.
The costs of the stock offering, $1,969 in 2000, and $2,286 in 1999,
were charged to paid-in capital in their respective years.
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<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THE PERIOD ENDED MARCH 31, 1999
We commenced operations on a limited basis in December 1999. Our
revenue for the three months ended March 31, 2000 was $8,030 compared to no
sales for the period of March 26, 1999 (date of inception) to March 31, 1999.
Our net income for the period ended March 31, 2000 was $3803 compared to $0 for
the period ended March 31, 1999. The future success of the Company will depend
to a great extent on management's abilities to implement our business plan.
Capital Needs and Future Requirements
As of March 31, 2000 we raised an aggregate of approximately $13,000.
We have also borrowed approximately $6,900 from third parties. While these
monies have allowed us to commence minimal operations, it is not enough to
sustain our business plan. In order for us to begin full operations we will need
to raise cash immediately. We do not have enough funds to sustain our business
plan for the next twelve months, accordingly, we will need to raise cash during
the next twelve months. We intend to raise funds for the expansion of our
business and possible business acquisitions. There can be no assurance as to our
ability to raise additional funds and there can be no assurances that we will be
able to continue as an ongoing concern.
Inflation
The Company believes that there has not been a significant impact from inflation
on the Company's operations during the past three fiscal years.
Additional Factors That May Affect Future Results
Future Operating Results Future operating results may be impacted by a number of
factors that could cause actual results to differ materially from those stated
herein, which reflect management's current expectations. These factors include
worldwide economic and political conditions, industry specific factors, the
Company's ability to maintain access to external financing sources and its
financial liquidity, the acceptance of the BusinessMall by small and mid-sized
businesses, and the Company's ability to manage expense levels.
Need for Additional Capital As of March 31, 2000, the Company had approximately
$8,700 of cash and short term investments. The Company has experienced negative
cash flows since inception and expects the negative cash flow to continue until
significant revenue is generated by the Company's subsidiaries. The Company
expects that the monthly negative cash flow will
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decrease as a result of increased activities related to BusinessMall.Com. The
Company's future success is highly dependent upon its continued access to
sources of financing which it believes are necessary for the continued
advertising and marketing of the Company's internet websites. In the event the
Company is unable to maintain access to its existing financing sources, or
obtain other sources of financing, there would be a material adverse effect on
the Company's business, financial position and results of operations.
Forward Looking Statements This report contains certain forward-looking
statements that are based on current expectations. In light of the important
factors that can materially affect results, including those set forth above and
elsewhere in this report, the inclusion of forward-looking information herein
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. The Company may
encounter competitive, technological, financial and business challenges making
it more difficult than expected to continue to market its products and services;
competitive conditions within the industry may change adversely; the Company may
be unable to retain existing key management personnel; the Company's forecasts
may not accurately anticipate market demand; and there may be other material
adverse changes in the Company's operations or business. Certain important
factors affecting the forward looking statements made herein include, but are
not limited to (i) accurately forecasting capital expenditures and (ii)
obtaining new sources of external financing. Assumptions relating to budgeting,
marketing, product development and other management decisions are subjective in
many respects and thus susceptible to interpretations and periodic revisions
based on actual experience and business developments, the impact of which may
cause the Company to alter its capital expenditure or other budgets, which may
in turn affect the Company's financial position and results of operations.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2: Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) None
(d) Not Applicable
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
27 Financial Data Schedule
(b) Reports on Form 8-K
None
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 12, 2000 BE SAFE SERVICES, INC.
By: /s/ Jordan Erber
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Jordan Erber, President and Principal
Executive and Financial Officer
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<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 8,677
<SECURITIES> 0
<RECEIVABLES> 22,276
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,953
<PP&E> 0
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<CURRENT-LIABILITIES> 19,553
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0
0
<COMMON> 454
<OTHER-SE> 20,360
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<SALES> 8,030
<TOTAL-REVENUES> 8,065
<CGS> 1,390
<TOTAL-COSTS> 1,390
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,803
<EPS-BASIC> 0
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