|
UNITED STATES
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: March 31, 2000 |
||
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: |
||
FreePCSQuote.Com (Exact name of registrant as specified in its charter) |
||
Nevada (State or other jurisdiction of incorporation or organization) |
88-0420306 (I.R.S. Employer Identification No.) |
|
4395 Polaris Avenue (Address of principal executive offices) |
89103 (Zip Code) |
|
(702) 493-9698 (Registrant's telephone number, including area code) |
||
N/A (Former name, former address and former fiscal year, if changed since last report) |
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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant 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: 1,970,300
FreePCSQuote.Com
(A Development Stage Company)
Table Of Contents
Part I - Financial Information |
|
Item 1. Audited Financial Statements |
|
Independent Auditors' Report |
2 |
Balance Sheet as at March 31, 2000 and December 31, 1999 |
3 |
Statement of Operations for the Three Months Ending March 31, 2000 and the Period from February 18, 1999 (Date of Inception) to March 31, 2000 |
4 |
Statement of Stockholders' Equity from February 18, 1999 (Date of Inception) to March 31, 2000 |
5 |
Statement of Cash Flows for the Three Months Ending March 31, 2000 and the Period from February 18, 1999 (Date of Inception) to March 31, 2000 |
6 |
Notes to Financial Statements |
7 |
Item 2. Management's Discussion and Analysis or Plan of Operation |
8 |
Part II - Other Information |
9 |
Item 6. Exhibits |
10 |
Signatures |
11 |
Part I - Financial Information
Barry L. Friedman, P.C.
Certified Public Accountant
INDEPENDENT AUDITORS' REPORT
May 18, 2000
Board of Directors
FreePCSQuote.com, Inc.
Las Vegas, Nevada
I have reviewed the accompanying Balance Sheet of FreePCSQuote.com, Inc. (A Developmental Stage Company), as of March 31, 2000, and December 31, 1999, and the related Statements of Operations, Stockholders' Equity and Cash Flows for the periods January 1, 2000, to March 31, 2000, and February 18, 1999 (inception) to December 31, 1999. 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. Those 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 FreePCSQUOTE.Com, (A Developmental Stage Company), as of March 31, 2000, and December 31, 1999, and the results of its operations and cash flows for the periods January 1, 2000, to March 31, 2000 and February 18, 1999, (inception) to December 31, 1999, in conformity with generally accepted accounting principals.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, the Company has had no operations and no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters are also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
FreePCSQuote.Com
(A Development Stage Company)
BALANCE SHEET
ASSETS |
||
March 31, 2000 |
December 31, 1999 |
|
CURRENT ASSETS |
||
Cash |
$ 37 |
$ 481 |
TOTAL CURRENT ASSETS |
$ 37 |
$ 481 |
OTHER ASSETS |
$ 0 |
$ 0 |
TOTAL OTHER ASSETS |
$ 0 |
$ 0 |
TOTAL ASSETS |
$ 37 |
$ 481 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
||
CURRENT LIABILITIES |
$ 0 |
$ 0 |
TOTAL CURRENT LIABILITIES |
$ 0 |
$ 0 |
STOCKHOLDERS' EQUITY |
||
Preferred Stock, $.001 par value authorized 5,000,000 shares issued and outstanding at March 31, 2000 - None |
$ 0 |
$ 0 |
Common Stock, $.001 par value authorized 20,000,000 shares issued and outstanding at December 31, 1999 - 1,970,000 shares March 31, 2000 - 1,970,000 shares |
1,970 |
$ 1,970 |
Additional paid-in capital |
6,080 |
6,080 |
Deficit accumulated during the development stage |
(8,013) |
(7,569) |
TOTAL STOCKHOLDERS' EQUITY |
$ 37 |
$ 481 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ 37 |
$ 481 |
The accompanying notes are an integral part of these financial statements
FreePCSQuote.Com
(A Developmental Stage Company)
STATEMENT OF OPERATIONS
|
Jan. 1, 2000, |
February 18, 1999, |
February 18, 1999 |
INCOME |
|||
Revenue |
$ 0 |
$ 0 |
$ 0 |
EXPENSES |
|||
Accounting |
$ 0 |
$ 1,700 |
$ 1,700 |
Amortization |
0 |
295 |
295 |
Bank Charges |
27 |
64 |
91 |
Consulting Fees |
0 |
500 |
500 |
Cusip Fees |
0 |
130 |
130 |
Edgar Fees |
0 |
743 |
743 |
Filing Fees |
205 |
85 |
290 |
Legal Expense |
0 |
200 |
200 |
Office Expense |
0 |
961 |
961 |
Officers Compensation |
0 |
2,000 |
2,000 |
Telephone |
177 |
84 |
261 |
Web Hosting |
35 |
0 |
35 |
Transfer Fees |
0 |
807 |
807 |
TOTAL EXPENSES |
$ 444 |
$ 7,569 |
$ 8,013 |
NET LOSS |
$ (444) |
$ (7,569) |
$ (8,013) |
Weighted average number of common shares outstanding |
1,970,000 |
1,944,966 |
1,950,883 |
Net Loss per share - Basic and Diluted (Note #2) |
$ (.0002) |
$ (.0039) |
$ (.0041) |
The accompanying notes are an integral part of these financial statements
FreePCSQuote.Com
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
|
|
Additional |
Deficit Accumulated |
|
Common |
Stock |
|||
March 12, 1999 |
1,650,000 |
$ 1,650 |
$ 0 |
$ 0 |
|
|
|
|
|
April 5, 1999 |
295,000 25,000 |
295 25 |
5,605 475 |
|
|
|
|
|
|
Net loss, |
. |
. |
. |
(7,569) |
|
|
|
|
|
Balance, |
1,970,000 |
$ 1,970 |
$ 6,080 |
$ (7,569) |
|
|
|
|
|
Net loss, |
. |
. |
. |
(444) |
|
|
|
|
|
Balance, |
1,970,000 |
$ 1,970 |
$ 6,080 |
$ (8,013) |
The accompanying notes are an integral part of these financial statements
FreePCSQuote.Com
(A Developmental Stage Company)
STATEMENT OF CASH FLOWS
January 1, 2000 |
February 18, 1999 |
February 18, 1999 |
|
Cash Flows from |
|||
Net loss |
$ (444) |
$ (7,569) |
$ ( 8,013) |
Amortization |
295 |
||
Issue common stock for Corporate Services |
0 |
500 |
500 |
Changes in assets and liabilities |
|||
Organization Costs |
0 |
0 |
0 |
Cash Flows from Investing Activities |
0 |
0 |
0 |
Cash Flows from Financing Activities: |
|||
Sale of Common Stock |
0 |
(7,550) |
7,550 |
Net Increase in Cash |
$ (444) |
$ 481 |
$ 37 |
Cash, Beginning of period |
481 |
0 |
0 |
Cash, End of period |
$ 37 |
$ 481 |
$ 37 |
The accompanying notes are an integral part of these financial statements
FreePCSQuote.Com
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31,2000, and December 31, 1999
Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 18, 1999, under the laws of the State of Nevada, as FreePCSQuote.Com. The Company has yet to generate any revenues and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), the Company is considered a developmental stage company.
On March 12, 1999, the company issued 1,650,000 shares of its $0.001 par value common stock for cash of $1,650.00 to its directors.
On April 5, 1999, the Company completed a public offering that was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended. The Company sold 295,000 shares of common stock at a price of $0.02 per share for a total amount raised of $5,900.00. In addition, the Company issued 25,000 shares of common stock for corporate services to the Company valued at $0.02 per share or $500.00.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has yet to generate any revenue. Additionally, the Company does not have significant cash or other material assets, nor does it an established source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern indefinitely. It is the intent of the company to seek to raise additional capital via a private placement offering pursuant to Regulation "D," Rule 505/506, once the Company is trading on the "Pink Sheets" or the OTC-BB. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. Until that time, the stockholders/officers and/or directors have committed to advancing the operating costs of the Company interest free.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. A director provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common or preferred stock.
NOTE 6 - OFFICERS ADVANCES
While the Company plans to seek additional capital eventually through a private offering, until that time, the stockholders/officers and/or directors have committed to advancing the operating costs of the Company interest free. As of December 31, 1999, and March 31, 2000, the amount advanced is zero.
FreePCSQuote.Com
Item 2. Management's Discussion and Analysis or Plan of Operation
General
Management's Plan of Operation
Management of the Company believes that the need for additional capital going forward will be derived somewhat from internal revenues and earnings generated from the sale of its products and services. If the Company is unable to generate revenues from its products and services, however, management believes the Company will need to raise additional funds to meet its cash requirements. It is the intent of the Company to seek to raise additional capital via a private placement offering, once the Company is trading on the OTC-BB. In the meantime, management of the Company plans to advance funds to the Company on an "as-needed" basis although there is no definitive or legally binding arrangement to do so. As of March 31, 2000, the Company has not received any advancement of such funds. The Company currently has no arrangements or commitments for accounts and accounts receivable financing. There can be no assurance that any such financing can be obtained or, if obtained that it will be on reasonable terms.
Realization of sales of the Company's products and services during the fiscal year ending December 31, 2000, is vital to its plan of operations. There are no guarantees that the Company will be able to compete successfully or that the competitive pressures the Company may face will not have a material adverse effect on the Company's business, results of operations and financial condition.
Management does not anticipate any significant changes in the number of employees over the next approximately twelve (12) months.
Results of Operations
Period from January 1, 2000 to March 31, 2000.
Revenues. FreePCS is a developmental stage enterprise as defined in SFAS #7. The Company has not generated any revenues to date.
Expenses. The Company incurred expenses for the operating period January 1, 2000 to March 31, 1999, totaling $444.00. Expenditures were primarily due to costs incurred for professional fees, services and general and administrative expenses.
Net Loss. FreePCS experienced a net loss of $444. The Company has anticipated incurring a loss during this initial commencement of operations until such time that it will realize revenues from providing interactive content to consumers.
Liquidity and Capital Resources
The Company has generated no revenues during this period and it is unknown when it will generate significant revenues. It is anticipated that the Company will realize revenues from supplying Internet data to users of alphanumeric pagers and PCS telephones during the next twelve (12) months, of which the Company cannot guarantee. The receipt of funds from private placement offerings or loans obtained through private and public sources by FreePCS may be anticipated to offset its near term cash equivalents for the next twelve (12) months. The Company has financed its cash flow requirements through issuance of common stock. During its normal course of business, the Company may experience net negative cash flows from operations, pending receipt of revenues. Further, the Company may be required to obtain additional financing to fund operations through common stock offerings and bank borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment its working capital.
Year 2000 Issue
The "Year 2000" issue arises because many computerized systems use tow 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 year 2000 dates is processed. In addition, similar problems may arise in 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 systems failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties will be fully resolved. If the Company is required to implement a contingency plan to remedy the predicament posed by the Year 2000 issue, such a plan or plans could have a material adverse effect on FreePCSQuote's business.
Part II - Other Information
Item 6. Exhibits
Exhibit |
Name and/or Identification of Exhibit |
3. |
Articles of Incorporation & By-Laws |
|
(a) Articles of Incorporation of the Company filed February 18, 1999. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission. |
|
(b) By-Laws of the Company adopted March 12, 1999. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission. |
27. |
Financial Data Schedule |
|
Financial Data Schedule of FreePCSQuote.Com, ending March 31, 2000 |
Signatures
In accordance with the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FreePCSQuote.Com
(Registrant)
Date: May 19, 2000
By: /s/Eric Borgeson,
President, Chief Executive Officer, Treasurer and Director
|