UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended: FEBRUARY 29, 2000
Commission File Number: 000-26875
5 STARLIVING ONLINE INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0814123
(State of incorporation) (IRS Employer Identification No.)
10612 Aqua Way South
Seattle,WA U.S.A. 98168
(Address of principal executive offices)
(206) 261-3231
(Registrant's telephone number, including area code)
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $0.001 Par Value - 8,000,000 shares as of FEBRUARY 29, 2000.
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PART I. - FINANCIAL INFORMATION
5 STARLIVING ONLINE INC.
BALANCE SHEET
February 29, 2000
______________
(Amounts in thousands, except per share data)
<CAPTION>
<S> <C>
ASSETS
Current Assets
Cash $ 154,805
Accounts Receivable Trade ---
Inventories ---
Prepaid Expenses ---
Other Current Assets ---
______
Total Current Assets $ 154,805
______
TOTAL ASSETS $ 154,805
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<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current Liabilities
Accounts Payable $ ---
Accrued Compensation ---
Other Accrued Liabilities ---
_____
Total Current Liabilities ---
Long Term Debt $ 150,000
Stockholder's Equity (Deficiency)
Preferred stock 20,000,000
Authorize par value $.0001 per
share. No preferred shares issued
and outstanding. Common stock
par value $.0001 per share
Authorized 80,000,000 shares
Issued and outstanding -
8,000,000 $ 800
Capital in excess of par value $ 59,575
Accumulated deficit $ (55,570)
Total Stockholders' Equity $ 4,805
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 4,805
<FN>
See Accompanying Notes to Financial Statements
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5 STARLIVING ONLINE INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000
(Amounts in thousands, except per share data)
<CAPTION>
<S> <C>
Net Sales $ ---
Cost of goods sold $ ---
Gross Profit (Loss) $ (13,860)
Expenses
Consulting fees $ ---
Filing fees $ ---
Legal and professional $ 9,338
Office expenses $ 4,522
Transfer agent $ ---
_______
TOTAL EXPENSES: $ 13,860
Operating Loss $ (13,860)
Interest Expense $ ---
Other Expense $ ---
________
Net Loss $ (13,860)
Accumulated Deficit -
Beginning of Period $ (41,710)
________
Accumulated Deficit -
End of Period $ (55,570)
Net Loss per share $ (.007)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
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5 STARLIVING ONLINE INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED FEBRUARY 29, 2000
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number Add. paid- Accumlated Total Stock-
of Shares Amount in Capital Deficit holder's Equity
Issuance of common
stock for cash at
$.0025 per share 40,000 $ 4 $ 96 --- $ 100
Issuance of common
stock from sale of
private placement
for cash at $.0025
per share 3,960,000 $ 390 $ 9,504 --- $ 9,900
Issuance of common
stock from sale of
private placement
for cash at $.20
per share 250,000 $ 25 $ 49,975 --- $ 50,000
Issuance of common
stock pursuant to
management agreement
for cash at $.0001
per share 3,750,000 $ 375 --- --- $ 375
Loss for quarter
ending February 29/00 --- --- --- $ (55,570) $ (55,570)
_______ _______ _______ __________ __________
Balance
February 29, 2000: 8,000,000 $ 800 $ 59,575 $ (55,570) $ 4,805
<FN>
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5 STARLIVING ONLINE INC.
INCOME STATEMENT
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000
(Amounts in thousands)
<CAPTION>
<S> <C>
Cash Flow From Operating Activities:
Loss From Operations $ (13,860)
Net Cash Used In Operating Activities $ (13,860)
Cash Flow From Investing Activities:
Capital expenditures $ ---
Net Cash Used In Investing Activities $ ---
Cash Flow From Financing Activities:
Loan, other $ 150,375
Net Cash Provided From Financing Activities $ 150,375
Change in Cash $ 136,515
Cash at Beginning of Period $ 18,290
Cash at End of Period $ 154,805
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
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5 STARLIVING ONLINE INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
Note 1. Condensed Financial Statements
The condensed balance sheet as of February 29, 2000, the Statement of
Operations for the three-month period ending February 29, 2000, and the
condensed Statement of Cash Flows (Income) for the three-month periods then
ended have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
changes in cash flows at February 29, 2000, and for all periods presented,
have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's May 31, 1999
audited financial statements. The results of operations for the period ended
February 29, 2000, are not necessarily indicative of the operating results for
full year.
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5 STARLIVING ONLINE INC
MANAGEMENT'S DISCUSSION
AND RESULTS OF OPERATIONS
FEBRUARY 29, 2000
The Company has devoted all of its efforts in the past 3 months to refining
its branding strategy. There has been no income in the quarter ended
February 29, 2000. There were expenses of $13,860, for a net loss in the
quarter ended February 29, 2000 of $13,860.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is aware of no legal proceeding which is pending or
threatened to which the Company is a party or of which its property is
subject.
Item 6. Exhibits and Reports on Form 8-K
b) No reports on Form 8-K were filed during the three months ended
November 30, 1999.
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5 STARLIVING ONLINE INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
5 STARLIVING ONLINE INC.
Date: April 4, 2000
By: /s/ PAUL HAYWARD
------------------------
Chief Executive Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-START> DEC-01-1999
<PERIOD-END> FEB-29-2000
<CASH> $ 154,805
<SECURITIES> $ 0
<RECEIVABLES> $ 0
<ALLOWANCES> $ 0
<INVENTORY> $ 0
<CURRENT-ASSETS> $ 154,805
<PP&E> $ 0
<DEPRECIATION> $ 0
<TOTAL-ASSETS> $ 154,805
<CURRENT-LIABILITIES> $ 0
<BONDS> $ 0
<COMMON> $ 800
$ 0
$ 0
<OTHER-SE> $ (55,570)
<TOTAL-LIABILITY-AND-EQUITY> $ 154,805
<SALES> $ 0
<TOTAL-REVENUES> $ 0
<CGS> $ 0
<TOTAL-COSTS> $ 13,860
<OTHER-EXPENSES> $ 0
<LOSS-PROVISION> $ 0
<INTEREST-EXPENSE> $ 0
<INCOME-PRETAX> $ (13,860)
<INCOME-TAX> $ 0
<INCOME-CONTINUING> $ 0
<DISCONTINUED> $ 0
<EXTRAORDINARY> $ 0
<CHANGES> $ 0
<NET-INCOME> $ (13,860)
<EPS-BASIC> (.001)
<EPS-DILUTED>
</TABLE>
