SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION (G) OF THE SECURITIES EXCHANGE ACT OF 1934
eStaff.com, Inc.
Nevada 91-1979826
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point California, 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
25,435,000
September 5, 2000
The EXHIBIT INDEX is located at page 31 of this Registration Statement
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PART I 3
Unnumbered Item: Introduction 3
Item 1. Description of Business 3
(a) Business Development 3
(b) Business of the Issuer 3
Item 2. Managements Discussion and Analysis or Plan of Operation 6
(a) Plan of Operation 6
(b) Discussion and Analysis of Financial Condition and Results of
Operations 6
(c) Reverse Acquisition Candidate 7
Item 3. Description of Property 7
Item 4. Security Ownership of Certain Beneficial Owners and Management 7
(a) Security Ownership of Management 7
(b) Security Ownership of Certain Beneficial Owners 8
(c) Changes in Control 8
Item 5. Directors, Executive Officers, Promoters and Control Persons 9
Item 6. Executive Compensation 9
Item 7. Certain Relationships and Related Transactions 9
Item 8. Description of Securities 9
The Registrant's Capital Authorized and Issued 9
Common Stock. 9
PART II 11
Item 1 11
(a) Market Information 11
(b) Holders 11
(c) Dividends 11
(d) Secondary Trading/Unrestricted Shares of Common Stock 11
Item 2. Legal Proceedings 12
Item 3. Changes in and Disagreements with Accountants 12
Item 4. Recent Sales of Unregistered Securities 12
Item 5. Indemnification of Officers and Directors 13
PART F/S 14
PART III 31
Item 1. Index to Exhibits 31
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PART I
UNNUMBERED ITEM: INTRODUCTION
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over the Counter Bulletin Board, often called OTCBB . Our common stock is
not presently quoted on the OTCBB. Its common stock is not listed on the Pink
Sheets and has not traded in brokerage transactions. The requirements of the
OTCBB are that the financial statements and information about our corporation be
reported periodically to the Commission and be and become information that the
public can access easily. We wish to report and provide disclosure voluntarily,
and will file periodic reports in the event that its obligation to file such
reports is excused, not required or suspended under the Exchange Act. If and
when this 1934 Act Registration is effective and clear of comments by the staff,
we will be eligible for consideration for the OTCBB upon submission of one or
more NASD members for permission to publish quotes for the purchase and sale of
the shares of our common stock.
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION. This Corporation eStaff.com, Inc.
(formally, "the Registrant", but more commonly "we, us or our") was duly
incorporated in Nevada on April 21, 1999. We elected a fiscal year ending of
March 31. On April 21, 1999, 15,000,000 Founder's Shares were issued to B&V
Union Technologies, Inc., 50th Street & Elvira Mendez Street, El Ejecutivo
Building, Republic of Panama, Province of Panama, and 375,000 shares were issued
to two additional non-affiliate founders. These shares were issued for
organizational services, valued at $5,375.
On June 1, 1999, we issued 10,050,000 shares of common stock to eight
accredited and/or highly sophisticated investors, at $0.10 per share, all of
whom had subscribed and paid before that date. Only three of the placements
qualified for Rule 504. The reason for this distinction arises from amendments
to the Rule which became effective April 7, 1999. Investors who subscribed and
paid before that date qualified for Rule 504. Those who subscribed or paid on or
after that date did not so qualify.
On June 1, 2000, we issued 10,000 shares to our Sole Officer and Director,
for organizational services valued at $1,000.00.
Please see Part II: Item 1(d), Secondary Trading, and Item 4, Sales of
Unregistered Securities for more information and disclosure.
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
(B) BUSINESS OF THE ISSUER. We will engage in the business of employee leasing
pursuant to which the Registrant and a client company agree that the Registrant
will become the employer of record for the client company's employees. As the
employer of record, the Registrant assumes all payroll obligations and certain
employee benefits administration for its client such as payroll preparation,
payment of payroll taxes, maintaining employee health insurance and related
benefits (for example, life insurance programs and pension plans) and workers'
compensation reporting, while allowing the client to retain management control
of the employees, including supervision, hiring and firing, job description and
salary determinations.
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OPERATIONS. We intend to acquire our client's employees and then lease the
employees back to the client. We would then be the employer responsible for
paying the employees' salaries and payroll taxes, providing certain employment
benefits and assuming other administrative, personnel and human resources
related functions. In general, employee leasing seeks to remove the
administrative responsibilities resulting from the employee-employer
relationship, thereby increasing the time available to the employer to operate
its business.
An advantage of employee leasing may be economies of scale. Since we would
have a large number of employees on our payroll, exposure relating to workers'
compensation, health insurance and unemployment insurance may be spread over
numerous employees, thereby potentially reducing our assigned rates below rates
for smaller companies. Moreover, as the number of our employees increases,
payroll and benefits administration are reduced, providing additional cost
savings to the client.
We will determine our fees for services rendered by adding a profit margin
to the client's estimated payroll, including workers' compensation, federal and
state unemployment taxes, FICA, check processing and costs of funds and
benefits.
BENEFITS PROGRAMS. One of the principal advantages of employee leasing is
the ability of the leasing company to obtain employee benefits at rates not
available to small firms. We intend to offer comprehensive benefits programs to
our employees which include (i) health, hospital, major medical, life,
accidental death and disability insurance, as well as health, hospital and other
medical services through preferred provider organizations and health maintenance
organizations; (ii) dental insurance; (iii) prescription card services; (iv)
vision care; (v) short-term and long-term disability plans; (vi) life insurance;
and (vii) retirement plans.
WORKERS' COMPENSATION PROGRAM. Each state provides a statutory workers'
compensation system under which an employer is required to provide its employees
with medical care and other specified benefits for injuries or illnesses
incurred in the course of employment. Under workers' compensation laws, an
injured employee receives fixed awards set forth in the workers' compensation
law against the employer. The employer's obligation to pay such compensation
does not depend on the negligence or lack of negligence on the part of the
employer and exists even for injuries that result from the negligence or wrongs
of another person, including the employee. The claims process prescribed under
workers' compensation laws is designed to eliminate common lawsuits against the
employer, thus avoiding time-consuming and costly litigation wherein both
employee and employer suffer losses.
If requested by the client to do so, we will provide its employees with
full workers' compensation insurance coverage. In this regard, we have
implemented procedures to contain the costs of its workers' compensation
insurance coverage. Our policy will be to review the prior loss experience and
safety record, premium payment and credit history, operations and employee
classification of clients to determine appropriate premiums. We will
periodically review claims experience and costs to determine if premium
adjustments are needed. There can be no assurance that any workers' compensation
insurance policies we may obtain will be renewed or replaced upon termination.
Although some clients may experience cost savings by using our services in
connection with workers' compensation insurance, it is also possible that our
claims experience may be less favorable and therefore coverage might be more
expensive to the client than if the client obtained its own coverage. Moreover,
the Arizona Legislature is considering legislation which would eliminate any
cost savings previously offered by employee leasing companies by requiring
employees to be rated according to their immediate employer's claims history
rather than that of the employee leasing company. Similar legislation may be
considered by other states.
MARKETING. We intend to market services through three marketing employees,
two of whom will receive salaries and commissions and one who will receive a
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salary. These employees will seek clients through telephone marketing calls,
personal sales presentations and referrals from other clients. We will also
market services through our web site on the Internet. We will also market
services through marketing agreements with independent contractors, who will be
authorized by us to market its employee leasing programs. The independent
contractor will not be granted credit authority by us and will not have an
ownership interest in our business but will receive a quarterly commission based
on gross payroll sold. The independent contractor will be responsible for his or
her own operating expenses such as rent, hiring outside salespersons, permanent
staff salaries, telephone, travel, entertainment, training and other expenses.
Generally, an independent contractor agreement provides for termination by
either party upon 10 days prior written notice. We currently contemplate having
agreements with three independent contractors. The independent contractors will
market our employee leasing services in a similar manner to the Registrant's own
marketing personnel.
COMPETITION The employee leasing business is characterized by rapid growth
and intense competition among the over 1,300 employee leasing companies in the
United States. While price is still the principal competitive factor, service
and the coverage and quality of benefits programs are important ancillary
competitive considerations. We will incur direct competition from numerous
employee leasing firms, some of which have greater resources, greater assets and
larger marketing staffs than we. We also compete with payroll processing firms,
insurance companies and financial institutions which provide some of the
services we intends to offer its clients.
We believe that our prices will be consistent with prices of our
competitors and that our service and benefits programs will be equal or superior
to those of our competitors.
GOVERNMENT REGULATION. We will be subject to regulation by local, state and
federal agencies pertaining to a wide variety of labor related laws. Generally,
these laws prohibit race, age, sex, disability and religious discrimination,
mandate safety regulations in the work place, set minimum wage rates and
regulate employee benefits. Compliance with these laws and regulations is time
consuming and expensive. We believe it will be in compliance with all applicable
laws and regulations.
In order to ensure compliance with federal, state and local legislation,
both current and proposed, we subscribe to various publication services and
retain counsel with expertise in various areas of labor law and taxation. These
law firms and publications, as well as our insurers, advise us on a continual
basis as to compliance with current and proposed regulations. Compliance will be
monitored through our benefits department.
As a result of the business failure of a number of employee leasing
companies, at least five states (Arkansas, Florida, Maine, Texas and Utah) have
passed laws that regulate employee leasing companies, and at least seven states
are considering such regulation. Such laws vary from state to state but
generally provide for monitoring employee leasing companies with respect to
fiscal responsibility. Such laws are not expected to impact us, except that
compliance with the reporting requirements of the laws may be time consuming and
expensive.
REPORTING UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration of our common stock, certain periodic reporting requirements will
be applicable. First and foremost, a 1934 Registrant is required to file an
Annual Report on Form 10-K or 10-KSB, 90 days following the end of its fiscal
year. The key element of such annual filing is Audited Financial Statements
prepared in accordance with standards established by the Commission. A 1934 Act
Registrant also reports on the share ownership of affiliates and 5% owners,
initially, currently and annually. In addition to the annual reporting, a
Registrant is required to file quarterly reports on Form 10-Q or 10-QSB,
containing audited or un-audited financial statements, and reporting other
material events. Some events are deemed material enough to require the filing of
a Current Report on Form 8-K. Any events may be reported currently, but some
events, like changes or disagreements with auditors, resignation of directors,
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major acquisitions and other changes require aggressive current reporting. All
reports are filed and become public information.
NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have one Officer and
Director.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
This Registrant has certain limited need for additional funding, during the next
twelve months. We would estimate the maximum need for working and start up
capital would not exceed a total of $100,000. We have $50,000 receivable which
we expect to realize in cash within the next three months. Accordingly we would
expect to seek additional private placements, not to exceed a second $50,000
within the next twelve months.
Our $54,499 total assets consist of about $4,499 cash, and the $50,000
receivable (see Note 4, of our Audited Financial Statements. We made a related
party loan of $50,000, in exchange for some intangible assistance, at a time
when our cash was not productive. Although the note which underlay this loan did
not provide for interest, the parties intended and have agreed to impute a 5%
per annum interest rate to these funds. Management anticipates no difficulty in
securing timely repayment, within the next three months.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None at this
time.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. eStaff.com,
Inc. was organized on April 21, 1999, to become an employee leasing
organization. We are currently focusing on raising capital to develop our
operations. (See Audited Financial Statements, Note 1(a). Our Financial
Statements have been prepared assuming that we will continue as a going concern.
We have few assets and no operations, and we are dependent upon financing to
continue operations. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. It is management's plan
to raise capital in order to pursue our business operations to create revenues.
(See Audited Financial Statements, Note 2.) We are a development stage company
as defined in Financial Accounting Standards Board Statement No. 7. We are
concentrating substantially all of our efforts in raising capital and defining
our business operation in order to generate revenues. (See Audited Financial
Statements, Note 3.)
SELECTED FINANCIAL INFORMATION. The following tabular information
summarizes information drawn from out financial statemtents. We have not
launched any operations, and our activities to date have been entirely
organizational, and legal and professional in connection with our auditing,
preparation and filing of this 1934 Act Registration Statement.
The Remainder of this Page is Intentionally left Blank
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Un-audited Un-audited Audited
3 Months 3 Months Inception
4/1/00 4/1/99 4/21/99 to
through. through 3/31/00
6/30/00 6/30/99 fiscal year
-----------------------------------------------------------------
Total Assets . . . . . $ 54,499 $ 54,499 $ 54,499
-----------------------------------------------------------------
Total Liabilities. . . 0 0 0
-----------------------------------------------------------------
Revenues . . . . . . . 0 0 0
-----------------------------------------------------------------
Operating Expenses . . 2,723 5,375 51,376
-----------------------------------------------------------------
Net Earnings or (Loss) (2,723) (5.375) (51,376)
-----------------------------------------------------------------
Per Share Earnings . . (.00011) (.00036) (.00228)
or (Loss)
-----------------------------------------------------------------
Average Common Shares. 25,428,334 15,000,000 22,479,545
Outstanding
-----------------------------------------------------------------
</TABLE>
(2) FUTURE PROSPECTS. It follows that our future prospects depend
largely upon our success of our efforts in raising capital and defining our
business operation in order to generate revenues. If we are not able to achieve
success in this area, we will not be able to launch operations.
(C) REVERSE ACQUISITION CANDIDATE. We are not a candidate for any acquisition
activity, reverse or direct, or any merger or other business combination. We are
devoted to the realization of our business plan.
ITEM 3. DESCRIPTION OF PROPERTY.
We have no property and out-source our support services on terms no less
favorable to us than would be obtainable by other un-related sources. Management
believes that the true cost of doing business is reflected in our financial
statements, by reason of the billings and payments for such services. The
Registrant's offices and records are presently located at 24843 Del Prado, Suite
318, Dana Point California, where we lease desk and storage space which
management values at $250 per month. This amount is presently accrued as a
non-interest bearing account receivable.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors and Nominees, naming them, and by all Officers and Directors as a
group, without naming them. More than one person, entity or group could be
beneficially interested in the same securities, so that the total of all
percentages may accordingly exceed one hundred percent of some or any classes.
Please refer to explanatory notes if any, for clarification or additional
information.
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(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of our
knowledge and belief the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by us,
to be the beneficial owner or owners of more than five percent of any voting
class of our stock. More than one person, entity or group could be beneficially
interested in the same securities, so that the total of all percentages may
accordingly exceed one hundred percent of some or any classes. Please refer to
explanatory notes if any, for clarification or additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Actual
Ownership %
----------------------------------------------------------------
Tarja Morado. . . . . . . . . . . . . . . . 10,000 0.04
Sole Initial Officer/Director
24843 Del Prado, Suite 318,
Dana Point, CA 92629
----------------------------------------------------------------
All Officers and Directors as a Group . . . 10,000 0.04
----------------------------------------------------------------
B&V Union Technologies, Inc. (1). . . . . . 15,000,000 58.97
50th Street & Elvira Mendez Street
El Ejecutivo Building
Republic of Panama, Province of Panama
----------------------------------------------------------------
Carol Jean Gehlke, Trustee. . . . . . . . . 2,500,000 9.83
Carol Jean Gehlke Living Trust dtd 2/11/93
210 Lille Lane #317
Newport Beach CA 92663-2694
----------------------------------------------------------------
Brian Hall. . . . . . . . . . . . . . . . . 1,500,000 5.90
#8 Emeraude Way
Aliso Viejo CA 92656
----------------------------------------------------------------
Thomas Felber . . . . . . . . . . . . . . . 2,500,000 9.83
Linda Felber
1950 Oak Hills Dr.
Colorado Springs CO 80919
----------------------------------------------------------------
Total Other 5% Owners . . . . . . . . . . . 21,500,000 84.53
----------------------------------------------------------------
TOTAL ALL AFFILIATES AND 5% OWNERS. . . . . 21,510,000 84.57
----------------------------------------------------------------
Total Shares Issued and Outstanding . . . . 25,435,000 100.00
----------------------------------------------------------------
</TABLE>
(1) The Officers, Directors and persons with dispositive control of B&V Union
Technologies, Inc. are Javier Adan Rivera Fernandez, President, Mario Gaytan
Protillo, Treasurer, and Vilma Alicia Morales, Secretary.
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of our securities, which may at a
subsequent date result in a change of control of this Corporation.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following person is our Sole Initial Officer/Director, having taken
office from the inception of the Registrant, to serve until their successors
might be elected or appointed. The time of the next meeting of shareholders has
not been determined.
Tarja Morado (age 29), our Sole Initial Officer and Director since
inception, has spent the last year acquiring extensive IT skills, as well as in
depth knowledge in platforms such as Sun Solaris, Unix, and a variety of
Internet based development systems. During the past four years, she has served
in a subordinate capacity assisting others in the planning of businesses going
from private corporations into the public marketplace. She held the position of
Office Administrator for Lew Lieberbaum & Co., Inc. Dallas, Texas, where she was
responsible for the day to day business operations of the branch as well as the
daily, weekly, monthly reports. We are her first venture as a principal in
corporate development.
ITEM 6. EXECUTIVE COMPENSATION.
There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized before we achieve revenues.
Our Sole Officer/Director has been issued 10,000 shares of our common stock, for
services valued at $1,000.00, or $0.10 per share, pursuant to Section 4(2) of
the Securities Act of 1933. The issuance was made June 1, 2000.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 8. DESCRIPTION OF SECURITIES.
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. We are authorized to issue
50,000,000 shares of a single class of Common Voting Stock, of par value $0.001,
of which 25,435,000 are issued and outstanding.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities. The owners of a majority of the
common stock may also take any action without prior notice of meeting which a
majority of shareholders could have taken at a regularly called shareholders
meeting, giving notice to all shareholders thereafter of the action taken. In
the event of liquidation or dissolution, holders of Common Stock are entitled to
receive, pro rata, the assets remaining, after creditors, and holders of any
class of stock having liquidation rights senior to holders of shares of Common
Stock, have been paid in full. All shares of Common Stock enjoy equal dividend
rights. There are no provisions in the Articles of Incorporation or By-Laws
which would delay, defer or prevent a change of control.
OPTIONS AND DERIVATIVE SECURITIES. We have no outstanding options or derivative
securities. We have no shares issued or reserved which are subject to options or
warrants to purchase, or securities convertible into common stock.
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RISKS OF "PENNY STOCK." The Registrant's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Registrant's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Registrant's common stock to resell their shares to third parties or to
otherwise dispose of them.
RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of our common
stock, consideration must be given to the Blue Sky laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some States may distinguish between companies with active businesses and
companies whose only business is to seek to secure business opportunities, and
may restrict or limit resales of otherwise free-trading and unrestricted
securities. We have taken no action to register or qualify our common stock for
resale pursuant to the Blue Sky laws or regulations of any State or
jurisdiction. Accordingly offers to buy or sell our existing securities may be
unlawful in certain States.
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PART II
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS.
(A) MARKET INFORMATION. Our common stock is not presently quoted
Over-the-Counter on the Bulletin Board ( OTCBB ) or the NQB Pink Sheets, and has
never traded.
(B) HOLDERS. There are presently 12 shareholders of our common stock.
(C) DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not anticipate paying cash dividends on our Common Stock in the next year. We
anticipate that any income generated in the foreseeable future will be retained
for the development and expansion of our business. Future dividend policy is
subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, debt service, capital
requirements, business conditions, the financial condition of the Registrant and
other factors that the Board of Directors may deem relevant.
(D) SECONDARY TRADING/UNRESTRICTED SHARES OF COMMON STOCK. Secondary refers to
the resale of securities in brokerage transactions and is generally governed by
Rule 144, promulgated by the Securities and Exchange Commission pursuant to 3
of the Securities Act of 1933. Securities which have not been registered
pursuant to the Securities Act of 1933, but were exempt from such registration
when issued, are generally Restricted Securities as defined by Rule 144(a).
The impact of the restrictions of Rule 144 are (a) a basic one year holding
period from purchase; and (b) a limitation of the amount any shareholder may
sell during the second year, as to non-affiliates; however, as to shares owned
by affiliates, the second-year limitation of amounts attaches and continues
indefinitely, at least until such person has ceased to be an affiliate for 90
days or more. The limitation of amounts is generally 1% of the total issued and
outstanding in any 90 day period.
There are 25,435,000 shares issued and outstanding, of which 15,010,000
shares are held by affiliates/officer/director and 10,425,000 shares are owned
by non-affiliates.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Issue . Exemption Shares %
--------------------------------------------------------------------
(1) Founder's Shares:
Affiliate Control . . . . . . . . . Rule 504 15,000,000 58.97
--------------------------------------------------------------------
(2) Founders' Shares. . . . . . . . Sec. 4(2) 375,000 1.47
--------------------------------------------------------------------
(3) Investors Shares. . . . . . . . Rule 504 3,750,000 14.74
--------------------------------------------------------------------
(4) Investors Shares. . . . . . . . Sec. 4(2) 6,300,000 24.77
--------------------------------------------------------------------
(5) Officer/Director. . . . . . . . Sec. 4(2) 10,000 0.04
--------------------------------------------------------------------
Total Issued and Outstanding Shares 25,435,000 100.00
--------------------------------------------------------------------
</TABLE>
(1) The 15,000,000 principal founders' shares were issued before April 7,
1999, pursuant to Rule 504, promulgated by the Commission pursuant to section
3(b) of the Securities Act of 1933. Shares issued pursuant to this Rule were not
when issued restricted securities as defined by Rule 144(a). They are Shares
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Owned by Affiliates or Affiliate Control Shares. As a result, these otherwise
free-trading shares are subject to sales only in the limited amounts previously
mentioned, in any 90 day period, as provided in Rule 144(e)(1).
(2) The 375,000 issued to non-affiliate founders pursuant to section 4(2)
are more than one year old but less than two years old, and might, accordingly
be resold in brokerage transactions in the limited amounts previously mentioned,
as provided by Rule 144(e)(2).
(3) The 3,750,000 issued to non-affiliate investors pursuant to Rule 504,
before April 7, 1999, were not, when issued, restricted securities as defined by
Rule 144(a), and might, accordingly be resold in brokerage transactions without
restriction.
(4) The 6,675,000 issued to non-affiliate investors pursuant to section
4(2) are more than one year old but less than two years old, and might,
accordingly be resold in brokerage transactions in the limited amounts
previously mentioned, as provided by Rule 144(e)(2).
(5) The 10,000 shares issued to our Officer June 1, 2000, are less than one
year old, are restricted securities, and are not entitled to resale in brokerage
transactions in any amount, until at least June of 2001.
ITEM 2. LEGAL PROCEEDINGS.
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting us.II Item 3. Disagreements-SB
304
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements.
II Item 4. Recent Sales SB 701
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On April 21, 1999, 15,000,000 Founder's Shares were issued to B&V Union
Technologies, Inc., 50th Street & Elvira Mendez Street, El Ejecutivo Building,
Republic of Panama, Province of Panama, pursuant to Regulation D, Rule 504, and
375,000 shares were issued to two additional non-affiliate founders pursuant to
section 4(2). These shares were issued for organizational services, valued at
$5,375.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shareholder Name . Exemption # Shares % of Total
---------------------------------------------------------------------------
B&V Union Technologies, Inc. . . . . . Rule 504 15,000,000 58.97
50th Street & Elvira Mendez Street
El Ejecutivo Building
Republic of Panama, Province of Panama
---------------------------------------------------------------------------
David Mees . . . . . . . . . . . . . . Sec. 4(2) 125,000 0.49
704 Bridgeport Dr. #3
Bismarck ND 58504
---------------------------------------------------------------------------
John Gardner . . . . . . . . . . . . . Sec. 4(2) 250,000 0.98
1280 Caldara Dr.
Colorado Springs CO 80904
---------------------------------------------------------------------------
Subtotal Founders. . . . . . . . . . . 15,375,000 60.45
---------------------------------------------------------------------------
</TABLE>
12
<PAGE>
On June 1, 1999, we issued 10,050,000 shares of common stock to eight
accredited and/or highly sophisticated investors, at $0.10 per share. Only three
of the placements qualify for Rule 504. The reason for this distinction arises
from amendments to the Rule which became effective April 7, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Issue. . . . . . Exemption Shares %
------------------------------------------------
Investors Shares Rule 504 3,750,000 14.74
------------------------------------------------
Investors Shares Sec. 4(2) 6,300,000 24.77
------------------------------------------------
Total Investors. 10,050,000 39.51
------------------------------------------------
</TABLE>
These investors had pre-existing relationships with management, of the sort that
afforded them access to the kind of information which registration would have
provided. Their respective accreditation or degree of sophistication was
determined by reference to their respective net worth, income and investment
experience.
Also, on June 1, 2000, we issued 10,000 shares to our Sole Officer and
Director, for services valued at $1,000.00, or $0.10 per share, pursuant to
Section 4(2) of the Securities Act of 1933.
Accordingly, the foregoing information is summarized:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Issue . . . . . . . . . . . . . . . Exemption Shares %
--------------------------------------------------------------------
Founder's Shares:
Affiliate Control . . . . . . . . . Rule 504 15,000,000 58.97
--------------------------------------------------------------------
Founders' Shares
Non-Affiliate . . . . . . . . . . . Sec. 4(2) 375,000 1.47
--------------------------------------------------------------------
Subtotal Founders. . . . . . . . . 15,375,000 60.45
--------------------------------------------------------------------
Investors Shares. . . . . . . . . . Rule 504 3,750,000 14.74
--------------------------------------------------------------------
Investors Shares. . . . . . . . . . Sec. 4(2) 6,300,000 24.77
--------------------------------------------------------------------
Subtotal Investors . . . . . . . . 10,050,000 39.51
--------------------------------------------------------------------
Officer/Director. . . . . . . . . . Sec. 4(2) 10,000 0.04
--------------------------------------------------------------------
Subtotal Officer . . . . . . . . . 10,000 0.04
--------------------------------------------------------------------
Total Issued and Outstanding Shares 25,435,000 100.00
--------------------------------------------------------------------
</TABLE>
No commissions or underwritings were involved with these issuances. There
are no securities, warrants, options or instruments which may be convertible to
common stock.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
NEVADA
There is no provision in our Articles of Incorporation or the By-Laws, nor
any Resolution of the Board of Directors, providing for indemnification of
Officers or Directors. We are aware of certain provision of the Nevada Corporate
Law which affects indemnity of Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
13
<PAGE>
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
PART F/S
FINANCIAL STATEMENTS PAGE
--------------------------------------------------------------------------------
F-1 Audited Financial Statements for the year ended March 31, 2000, and from
inception, April 21, 1999. 15
--------------------------------------------------------------------------------
F-2 Un-Audited Financial Statements for the three months ended June 30,
2000. 25
--------------------------------------------------------------------------------
14
<PAGE>
F-1
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
MARCH 31, 2000 AND FROM INCEPTION
APRIL 21,1999
15
<PAGE>
--------------------------------------------------------------------------------
ESTAFF.COM, INC.
(a Development Stage Company)
Financial Statements
March 31, 2000
--------------------------------------------------------------------------------
16
<PAGE>
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . 18
Balance Sheet . . . . . . . . . . . . . . . . . . . 19
Statement of Operations . . . . . . . . . . . . . .20
Statement of Stockholders' Equity . . . . . . . . 21
Statement of Cash Flows . . . . . . . . . . . . . 22
Notes to the Financial Statements . . . . . . . .23 - 24
17
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
eStaff.com, Inc.
We have audited the accompanying balance sheet of eStaff.com, Inc. (a
Development Stage Company) as of March 31, 2000 and the related statements of
operations, stockholders' equity and cash flows from inception on April 21, 1999
through March 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of eStaff.com, Inc. (a Development
Stage Company) as of March 31, 2000 and the results of its operations and cash
flows from inception on April 21, 1999 through March 31, 2000 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company's
operating loss and lack of working capital raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to those
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Todd Chisholm
Chisholm, CPA
Salt Lake City, Utah
June 26, 2000
18
<PAGE>
ESTAFF.COM, INC.
(a Development Stage Company)
Balance Sheet
ASSETS
March 31,
2000
--------------------------------------------------------------------------------
Current assets
Cash (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . $ 4,499
Note Receivable-Related Party (Note 4) . . . . . . . . . . . $ 50,000
--------------------------------------------------------------------------------
Total Current Assets . . . . . . . . . . . . . . . . . . . . $ 54,499
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . $ 0
--------------------------------------------------------------------------------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 0
--------------------------------------------------------------------------------
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001 par value,
issued and outstanding 25,425,000 . . . . . . . . . . . . . . . . 25,425
Additional Paid in Capital . . . . . . . . . . . . . . . . . . . . 80,450
Deficit Accumulated During the
Development Stage . . . . . . . . . . . . . . . . . . . . . . . . (51,376)
--------------------------------------------------------------------------------
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . 54,499
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity . . . . . . . . . . $ 54,499
================================================================================
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
ESTAFF.COM, INC.
(a Development Stage Company)
Statement of Operations
From Inception On
April 21, 1999
through
March 31,
2000
--------------------------------------------------------------------------------
Revenues: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0
Expenses:
General and administrative . . . . . . . . . . . . . . . . . . . . . 51,376
--------------------------------------------------------------------------------
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . 51,376
--------------------------------------------------------------------------------
Other Income (Expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
--------------------------------------------------------------------------------
Total Other Income (Expense) . . . . . . . . . . . . . . . . . . 0
--------------------------------------------------------------------------------
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (51,376)
================================================================================
Net Loss Per Share . . . . . . . . . . . . . . . . . . . . . . $ (.00)
Weighted average shares outstanding . . . . . . . . . . . . . . . .22,479,545
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
ESTAFF.COM, INC.
(a Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount capital Stage
--------------------------------------------------------------------------------
Balances at April 21, 1999 0 $ 0 $ 0 $ 0
Stock issued for
services at $.00035 15,375,000 15,375 (10,000) 0
Stock issued for cash
at $.01 per share 10,050,000 10,050 90,450 0
Net loss for the period
ended March 31, 2000 0 0 0 (51,376)
--------------------------------------------------------------------------------
Balance, March 31, 2000 25,425,000 $ 25,425 $ 80,450 $ (51,376)
================================================================================
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
ESTAFF.COM, INC.
(a Development Stage Company)
Statement of Cash Flows
From inception on
April 21, 1999
through
March 31,
2000
--------------------------------------------------------------------------------
Cash Flows form Operating
Activities
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . $ (51,376)
Adjustments to reconcile
net loss to net cash
provided by operations:
Stock for services . . . . . . . . . . . . . . . . . . . . . . . . 5,375
--------------------------------------------------------------------------------
Net Cash (Used) Provided by
Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . (46,001)
--------------------------------------------------------------------------------
Cash Flows from Investment
Activities:
Cash paid for Note Receivable-Related Party . . . . . . . . . (50,000)
--------------------------------------------------------------------------------
Net Cash (Used) Provided by
Investing Activities . . . . . . . . . . . . . . . . . . . . . . . (50,000)
--------------------------------------------------------------------------------
Cash Flows from Financing
Activities:
Issued common stock for cash . . . . . . . . . . . . . . . . . .100,500
--------------------------------------------------------------------------------
Net Cash (Used) Provided by
Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . 100,500
--------------------------------------------------------------------------------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . .4,499
Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . 0
Cash, end of year . . . . . . . . . . . . . . . . . . . . . . . . $ 4,499
================================================================================
Non-Cash Financing Transactions:
Shares issued for services . . . . . . . . . . . . . . . . . . . $ 5,375
Cash Paid For:
Interest . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . $ 0
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
ESTAFF.COM, INC.
(a Development Stage Company)
Notes to the Financial Statements
March 31, 2000
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
eStaff.com, Inc. (the Company) was organized under the laws of the
State of Nevada on April 21, 1999. The Company was formed to become an employee
leasing organization. The Company is currently focusing on raising capital to
develop its operations.
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $51,376 that will be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2015. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at March 31,
2000.
Deferred tax asset:
NOL carrryforward $ 17,500
Valuation allowance (17,500)
-----------
Total $ 0
f. Fiscal Year
The Company has chosen a fiscal year end of March 31.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements and
expenses during the reporting period. In these financial statements, assets and
expenses involve extensive reliance on management's estimates. Actual results
could differ from those estimates.
23
<PAGE>
ESTAFF.COM, INC.
(a Development Stage Company)
Notes to the Financial Statements
March 31, 2000
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has few assets and no
operations and is dependent upon financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management's plan to raise capital in order
to pursue its business operations, thus creating necessary operating revenue.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and defining its business operation in
order to generate significant revenues.
NOTE 4 - Note Receivable-Related Party
The Company loaned Oasis Entertainment, an organization under common
control, $50,000 during June 1999. The note is non-interest bearing and due
within one year. The balance of the note at March 31, 2000 is $50,000.
NOTE 5 - Equity
During April 1999, the Company issued 15,375,000 shares of common stock for
services valued at $5,375.
During July 1999, the Company issued 10,050,000 shares of common stock for
cash of $100,500.
24
<PAGE>
F-2
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS
ENDED JUNE 30, 2000
25
<PAGE>
ESTAFF.COM, INC.
BALANCE SHEET
June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, March 31,
2000 2000
(Unaudited)
--------------------------------------------------------------------------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,499 $ 4,499
Note Receivable - Related Party (Note 4) . . . . . . . $ 50,000 $ 50,000
-----------------------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 54,499 54,499
-----------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 54,499 $ 54,499
=======================
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 1,723 $ 0
-----------------------
Total accounts payable . . . . . . . . . . . . . . . . 1,723 0
-----------------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 25,425,000 shares
and 25,435,000 shares respectively . 25,435 25,425
Additional paid in capital . . . . . . . . . . . . . . 81,440 80,450
Accumulated Deficit. . . . . . . . . . . . . . . . . . (54,099) (51,376)
Total Stockholders' Equity . . . . . . . . . . . . . . 52,776 54,499
-----------------------
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . $ 54,499 $ 54,499
=======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
26
<PAGE>
ESTAFF.COM, INC.
Statement of Loss and Accumulated Deficit(Unaudited)
For the three month periods ended June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
For the three month April 21,
Periods 1999 through
ended June 30, June 30,
2000 1999 2000
---------------------------------------------------------------------
Revenues. . . . . . . . . $ 0 $ 0 $ 0
---------------------------------------------------------------------
Net Loss from Operations. 2,723 5,375 52,376
Net Income (Loss) . . . . ($2,723) ($5,375) ($52,376)
=====================================================================
Loss per Share. . . . . . ($0.00011) ($0.00036) ($0.00225)
=====================================================================
Weighted Average
Shares Outstanding. . 25,428,334 15,000,000 23,290,000
=====================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
27
<PAGE>
ESTAFF.COM, INC.
(a Development Stage Company)
Statement of Stockholders' Equity(Deficit)(Unaudited)
For the period from inception of the Development Stage
On April 21, 1999, through march 31, 2000
And for the three months ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
Common Stock issued at inception 15,375,000 $ 15,375 ($10,000) $ 0 $ 5,375
Common Stock sold for cash . . . 10,050,000 10,050 90,450 0 0
Net Loss for the period. . . . . 0 0 0 (51,376) 0
Balance at March 31, 2000. . . . 25,425,000 $ 25,425 $ 80,450 ($51,376) $ 54,499
---------- ------------ -------------- ---------- -----------------
Common Stock issued for services 10,000 10 990 0 0
Net Loss for the three months
ended June 30, 2000. . . . . 0 0 0 (2,723) 0
Balance at June 30, 2000 . . . . 25,435,000 $ 25,435 $ 81,440 ($54,099) $ 52,776
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
ESTAFF.COM, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the three month periods ended June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
For the three April 21,
Month Periods 1999 through
ended June 30, June 30,
2000 1999 2000
----------------------------------------------------------------------------------
Net Loss. . . . . . . . . . . . . . . . . . ($2,723) ($5,375) ($54,099)
Adjustments: Stock for services . . . . . . 1,000 5,375 5,375
-------------------------------
Net cash from operating activities. . . . . 0 0 (48,724)
-------------------------------
Cash paid for note receivable-Related Party 0 0 (50,000)
-------------------------------
Net cash (used) by investing activities . . 0 0 (50,000)
-------------------------------
Issued common stock for cash. . . . . . . . 0 0 100,500
-------------------------------
Net cash from increase in accounts payable. 1,723 0 1,723
-------------------------------
Net cash provided by financing activities . 0 0 102,223
-------------------------------
Net increase (decrease) in cash . . . . . . 0 0 3,499
-------------------------------
Cash beginning of period. . . . . . . . . . $ 3,499 $ 0 $ 0
-------------------------------
Cash end of period. . . . . . . . . . . . . $ 3,499 $ 0 $ 3,499
===============================
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
ESTAFF.COM, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
NOTES TO FINANCIAL STATEMENTS
EStaff.com, Inc. ("the Company") has elected to omit substantially all footnotes
to the financial statements for the six months ended June 30, 2000, since there
have been no material changes (other than indicated in other footnotes) to the
information previously reported by the Company in their Annual Report filed on
Form 10-KSB for the Fiscal year ended December 31, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
30
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
Exhibit Index
Exhibit
Table
# Table Category / Description of Exhibit Page Number
--------------------------------------------------------------------------------
[3] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
3.1 Articles of Incorporation 33
--------------------------------------------------------------------------------
3.2 By-Laws 35
--------------------------------------------------------------------------------
31
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
August 25, 2000
ESTAFF.COM, INC
by
/s/Tarja Morado
Tarja Morado
sole initial officer/director
32
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
33
<PAGE>
ARTICLES OF INCORPORATION
OF
ESTAFF.COM, INC.
ARTICLE I. The name of the Corporation is ESTAFF.COM, INC.
ARTICLE II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc
ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
ARTICLE IV. The corporation shall have authority to issue an aggregate of
100,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$100,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
ARTICLE VI. The name and address of the Incorporator of the corporation is
William Stocker, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, phone (949) 248-9561, fax (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than one (1) nor more than (7) persons. The Incorporator shall act as Sole
Initial Director.
ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
April 20, 1999.
/s/William Stocker
William Stocker
attorney at law
Incorporator
34
<PAGE>
EXHIBIT 3.2
BY-LAWS:
35
<PAGE>
BY-LAWS
OF
ESTAFF.COM, INC.
A NEVADA CORPORATION
ARTICLE I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
SECTION 2. ANNUAL MEETINGS
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determin otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
SECTION 4. NOTICES OF MEETINGS
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Closing of Transfer Books or Fixing Record Date.
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(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as tje dau as pf which stockholders entitiled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescibed by the directors may not precede nor be more than
ten (10) days after the date the resolution is adopted by directors.
SECTION 5. VOTING LIST.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (l0) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(l0) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
SECTION 6. QUORUM.
At any meeting of stockholders, a majoryity of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
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SECTION 7. PROXIES.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
SECTION 8. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
SECTION 9. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
SECTION 10. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
SECTION 11. BOOKS AND RECORDS.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
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the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
SECTION 3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
SECTION 5. NOTICE.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
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SECTION 6. QUORUM.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
SECTION 9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
SECTION 10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
SECTION 11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
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ARTICLE IV
OFFICERS
SECTION 1. NUMBER.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
SECTION 2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
SECTION 3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
SECTION 5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
SECTION 6. CHAIRMAN OF THE BOARD.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
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SECTION 7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
SECTION 8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
SECTION 9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
SECTION 2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
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by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
SECTION 4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year, or on such other day as the Board of Directors shall fix.
ARTICLE VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
ARTICLE IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
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ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.
CERTIFICATION
THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
EXECUTED, AND CORPORATE SEAL AFFIXED, this day of April 21, 1999.
/s/Tarja Morado
Tarja Morado
Secretary
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