U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1999
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 NUMBER: 000-26051
TheInternetCorp.net, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0424430
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
3158 Redhill Avenue, Suite 240, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (949) 770-2578
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
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) been subject to such filing
requirements for the past 90 days. Yes X No .
As of September 30, 1999, the Registrant had 1,000,000 shares of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes
No X .
PART I.
ITEM 1. FINANCIAL STATEMENTS.
TheInternetCorp.net, Inc.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
September 30, 1999
ASSETS
CURRENT ASSETS:
Cash $0
Accounts Receivable $0
TOTAL CURRENT ASSETS $0
ORGANIZATIONAL COSTS, NET $219
TOTAL ASSETS $219
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $0
TOTAL CURRENT LIABILITIES $0
LONG-TERM DEBT $0
STOCKHOLDERS' EQUITY:
common stock, $.001 par value authorized
50,000,000 shares issued and outstanding
at August 31, 1999, 1,000,000 shares $1,000
Stock Subscription Receivable $(765)
Additional paid in Capital $0
Deficit Accumulated During Development
Stage $(16)
TOTAL STOCKHOLDERS' EQUITY $219
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $219
See accompanying Notes to Interim Financial Statements
TheInternetCorp.net, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
September 30, 1999
INCOME:
Revenue $0
TOTAL INCOME $0
EXPENSES:
General, and Administrative $0
Amortization $16
Total Expenses $16
Net Profit/Loss(-) From Operations $(16)
Interest Income $0
INCOME (LOSS) BEFORE INCOME TAXES $(16)
Provision for income tax $0
NET INCOME (LOSS) $0
NET INCOME (LOSS)
PER SHARE-BASIC AND DILUTED $0.0000
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 1,000,000
See accompanying Notes to Interim Financial Statements
TheInternetCorp.net, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Period from
Ended InceptionThrough
September 30, 1999 September 30, 1999
Cash Flows from Operating
Activities:
Net Income $0 $(16)
(Increase) Amortization 0 $16
Net Cash (Used) In Operating
Activities 0 $0
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational
Costs 0 $(235)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
Cash 0 $235
Net Increase in Cash $0 $0
Cash, Beginning of Period $0 $0
Cash, End of Period $0 $0
See accompanying Notes to Interim Financial Statements
TheInternetCorp.net, Inc.
(A Development Stage Company)
NOTES TO INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Basis of Presentation
The information including in the condensed financial statements
is unaudited, but includes all adjustments (consisting of normal
recurring items) which are, in the opinion of management,
necessary for a fair representation of the interim period presented.
Development stage company
The Company is a new enterprise in the development stage as
defined by Statement No. 7 of the Financial Accounting Standards
Board and has not engaged in any business other than
organizational efforts. It has no full-time employees and owns
no real property. The Company intends to seek to acquire one or
more existing businesses which have existing management, through
merger or acquisition, that may have potential for profit, and
to that end, intends to acquire properties or businesses, or a
controlling interest therein. Management of the Company will
have virtually unlimited discretion in determining the business
activities in which the Company might engage.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The Company has selected a December 31 fiscal year end.
Loss Per Share
Loss per share was computed using the weighted number of shares
outstanding during the period.
Organization Costs
Costs to incorporate the Company have been capitalized and will
be amortized over a sixty-month period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash
equivalents.
Use of Estimates
The preparation of the Company's financial statements in
conformity with generally accepted accounting principles
requires the Company's management to make estimates and
assumptions that effect the amounts reported in these financial
statements and accompanying notes. Actual results could differ
from those estimates.
Stock Basis
Shares of common stock issued for other than cash have been
assigned amounts equivalent to the fair value of the service or
assets received in exchange.
2. STOCKHOLDERS' EQUITY.
The authorized common stock of the Company consists of
50,000,000 shares with a par value of $0.001 per share. As of
September 30, 1999 the Company had 1,000,000 shares outstanding
Preferred Stock.
The authorized Preferred Stock of the Company consists of
10,000,000 shares with a par value of $0.001 per share. No
preferred shares have been issued.
5. INCOME TAXES.
There is no provision for income taxes for the period ended
April 29, 1999 (inception) to September 30, 1999 due to the zero
net income and no Nevada state Income tax in the state of the
Company's domicile
ITEM 2. Plan of Operation.
The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.
Initial Operation.
Up to the present time, the Company has only been in the
organizational phase. Over the next 12 months the Company
intends to concentrate its efforts into further development and
enhancement of the Cycle-Parts website (www.cycle-parts.com).
These changes will include additional information and articles
of interest to the motorcycle enthusiast. The Company will also
be seeking to enhance its advertising revenues by the placement
of additional advertising on the website.
The Company purchases motorcycle parts directly from
distributors, and based on rapid delivery times, its is not
necessary for it to keep parts on stock at its offices in order
for it to complete the sale of motorcycle parts over its
website. However, the Company will seek to make this operation
more efficient by reviewing all phases of the ordering and
delivery process.
The current cash in Cycle-Parts, the company being acquired
under an Agreement and Plan of Reorganization will satisfy the
cash needs of the Company to implement the plan of operations,
as set forth above, for a period of approximately six months.
The Company will need to raise additional capital in order to
continue its operations beyond that point. Such financing will
probably take the form of a combination of debt and equity
financing. However, there is no guarantee that such financing
will be available at all or on such terms as will be acceptable
to the Company.
Currently, the Company does not plan to make significant
equipment purchases in the next 12 months in order to implement
its plan of operation. Also, it does not plan over such period
to significantly change the number of employees.
Liquidity and Capital Resources.
During the three month period ended September 30, 1999, the
Company continued its status as a development company. The
Company is continuing to incur limited development expenses, is
deriving no revenues, and has experienced an ongoing deficiency
in working capital. The Company's continued existence is
dependent on its ability to obtain additional financing to
proceed with its plan of operation
Capital Expenditures.
No material capital expenditures were made during the quarter
ended on September 30, 1999.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant system failure which
could affect the Company's ability to conduct normal business
operations. This creates potential risk for all companies, even
if their own computer systems are Year 2000 compliant. It is not
possible to be certain that all aspects of the Year 2000 issue
affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully
resolved.
The Company currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated
with preparing its internal systems for the Year 2000, the
Company may experience serious unanticipated negative
consequences or material costs caused by undetected errors or
defects in the technology used in its internal systems. The
Company's Year 2000 plans are based on management's best
estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Act of 1934, as amended, and as contemplated
under the Private Securities Litigation Reform Act of 1995,
including statements regarding, among other items, the Company's
business strategies, continued growth in the Company's markets,
projections, and anticipated trends in the Company's business
and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's
control. The Company cautions that these statements are further
qualified by important factors that could cause actual results
to differ materially from those in the forward looking
statements, including, among others, the following: reduced or
lack of increase in demand for the Company's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Company's products and the level of
expenses incurred in the Company's operations. In light of
these risks and uncertainties, there can be no assurance that
the forward-looking information contained herein will in fact
transpire or prove to be accurate. The Company disclaims any
intent or obligation to update "forward looking statements".
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No reports on Form 8-K were filed
during the third quarter of the fiscal year covered by this Form
10-QSB.
(b) Exhibits included or incorporated by reference herein: See
Exhibit Index
SIGNATURE
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.
TheInternetCorp.net, Inc.
Dated: November 30, 1999 By: /s/ Vincent van den Brink
Vincent van den Brink, President
EXHIBIT INDEX
Exhibit
No. Description
2 Agreement and Plan of Reorganization (incorporated by
reference to Exhibit 2 to the Form S-4/A filed on October 27,
1999)
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form 10-SB/A filed
on May 28, 1999)
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form 10-SB/A filed on May 28, 1999)
27 Financial Data Schedule (see below).
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<PAGE>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S INTERIM UNAUDITED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-29-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 219
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 219
<TOTAL-LIABILITY-AND-EQUITY> 219
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
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