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 September 30, 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:
EDGAR Filing.net, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0428896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3110 South Valley View, Las Vegas, NV, 89102,
(Address of principal executive offices)
702.257.4680
(Registrant's telephone number, including area code)
None
(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 April 30, 2000:
7,686,125
ITEM 1. FINANCIAL STATEMENTS
Edgar Filing.net, Inc.
Balance Sheet
(unaudited)
September 30, December 31,
2000 1999
Assets
Current assets:
Cash $48,808 $28,981
Short-term investments - 139,087
Accounts receivable 12,634 325
Other current assets - 1,500
Organizational costs - 260
Total current assets 170,153
Total Assets 61,442 170,153
Liabilities and Stockholders' Equity
Current liabilities:
Income taxes payable 1,145 1,145
Total current liabilities 1,145 1,145
Long-term liabilities - -
1,145 1,145
Stockholders' Equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, no shares issued
or outstanding - -
Common stock, $0.001 par value, 20,000,000
shares authorized, 7,686,125 shares issued
and outstanding 7,686 7,686
Additional paid-in capital 154,834 154,834
(Deficit)/Retained earnings (102,223) 6,488
60,297 169,008
Total Liabilities and Stockholders' Equity 61,442 $ 170,153
Edgar Filing.net, Inc.
Statement of Operations
(unaudited)
<TABLE>
<CAPTION>
Three Months Ending Nine Months Ending
<S> <C> <C> <C> <C>
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
Revenue $6,600 $7,680 $20,640 $8,880
Expenses:
General administrative expenses 11,112 4,129 55,542 4,129
Total expenses 11,112 4,129 55,542 4,129
Net operating loss (4,512) 3,551 (34,902) 4,751
Other income (expense):
Interest income 371 - 1,824 -
Gain (loss) on sale of assets - - (75,633) -
Total other income (expenses) 371 - (73,809) -
Provision for income taxes - - - -
Net (loss) income (4,141) 3,551 (108,711) 4,751
Weighted average number of
common shares outstanding 7,686,125 7,686,125 7,686,125 7,686,125
Net income (loss) per share (0.00) 0.00 (0.01) 0.00
</TABLE>
Edgar Filing.net, Inc.
Statement of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ending
<S> <C> <C>
September 30, September 30,
1999 2000
Cash flows from operating activities
Net (loss) income 4,751 (108,711)
Adjustments to reconcile net income to net cash used
by operating activities:
(Increase) decrease in:
Accounts receivable (625) (12,309)
Organizational costs - 260
Income taxes payable - -
Net cash used by operating activities 4,126 (120,761)
Cash flows from investing activities
Proceeds from sale of marketable securities - -
Net cash provided (used) by investing activities - -
Cash flows from financing activities
Sale of common stock 25,000 -
Net cash provided by financing activities 25,000 -
Net (decrease) increase in cash 29,126 (120,761)
Cash - beginning - 169,568
Cash - ending 29,126 48,808
Supplemental disclosures:
Interest paid 1,874 1,874
Income taxes paid - -
</TABLE>
Edgar Filing.net, Inc.
Notes to Financial Statements
Note 1 - History and Organization of the Company
The Company operates as a Security Exchange Commission documents
filing company. It was organized May 28, 1999 (Date of
Inception) under the laws of the State of Nevada, as Edgar
Filing.net, Inc. The Company is authorized to issue 20,000,000
shares of $0.001 par value common stock and 5,000,000 shares of
$0.001 par value preferred stock.
On September 15, 1999, the Company issued 7,000,000 shares of its
$0.001 par value common stock to its founding shareholders for
cash in the amount of $25,295.00. $7,000.00 is considered
common stock, and $18,295.00 is considered additional paid-in
capital.
On November 30, 1999, the Company issued 686,125 shares of its
$0.001 par value common stock to investors pursuant to rule 504
offering for a total amount of $137,225.00. $686.00 represents
common stock and $136,539.00 represents additional paid-in
capital.
There have been no other issuances of common or preferred stock.
Note 2 - Summary of Significant Accounting Policies
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information.
Cash and Cash Equivalents
For purposes of financial statement presentation, the Company
classifies all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Cash equivalents include money market funds of $45,358 at September
30, 2000 and $24,118 at December 31, 1999
Accounts Receivable
Accounts receivable represent amounts due for consulting services
rendered. No allowance has been provided on accounts receivable
because management believes all amounts are collectible.
Income Taxes
Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax basis of
assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to
be realized. Income tax expense is the tax payable or refundable
for the period plus or minus the change during the period in
deferred tax assets and liabilities.
Advertising Costs
Advertising costs are charged to operations when incurred. There
were no advertising costs for the nine months ended September 30,
2000.
Earnings per Share
Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
Note 2 - Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Note 3 - Securities
Although not a normal part of its operations, the Company does
invest in marketable and other securities when it believes the
investment will maximize any excess cash on hand. The Company
did not have any investments in securities at September 30, 2000.
At December 31, 1999, these securities were classified as
available for sale securities and were reported at fair value,
with the unrealized gains and losses included in comprehensive
income. Costs are determined on an average cost per share basis
for determining realized gains or losses. At December 31, 1999,
these securities had a fair value of $139,087. Realized losses
on these securities sold in 2000 were $75,633.
Note 4 - Related Party Transactions
The Company does not lease or rent any property. Office space and
services are provided by the majority shareholder. Instead of paying
rent for the use of the office space and services provided, the Company
pays for certain leased equipment expenses incurred by companies owned
by the Company's majority shareholder. The amount paid to the related
companies for the nine months ending September 30, 2000 was $7,574.
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 stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATION
Brief History of the Company
EDGAR Filing.net, Inc. (";EDFN"; or the ";Company";), a
Nevada corporation incorporated on May 28, 1999, is a
company with a principal business objective to provide
electronic filing services for clients that need to
electronically file prospectuses, registration statements,
and other documents pursuant to federal securities laws with
the Securities and Exchange Commission (SEC) via the SEC's
electronic data gathering system entitled Electronic Data
Gathering Analysis and Retrieval ("EDGAR"). This program
requires participants or their agents to file disclosure
information with the SEC in an electronic format rather than
by the traditional paper filing package. This electronic
format, usually in ASCII, includes additional submission
information and coding "tags" within the document for aid in
the SEC's analysis of the document and retrieval by the
public. This electronic format is generally delivered by
direct telecommunications, but may be delivered on magnetic
computer tape or by diskette. EDGAR allows registrants to
file, and the public to retrieve, disclosure information
electronically.
Management's Plan of Operation
In this 3 month operating period ended September 30,2000,the
Company incurred an operating net loss of $16,265 for
selling, general and administrative expenses related to
operations. It has yet to receive any positive net income
from operations.
In May of 1999, one (1) founding shareholder purchased
7,000,000 shares of the Company's authorized treasury stock
for cash and an advance of organizational costs totaling
$25,295. This original stock offering was made pursuant to
Nevada Revised Statues Chapter 90.490. Additionally, in
December of 1999, the Company completed an offering of six
hundred and eighty six thousand one hundred and twenty five
(686,125) shares of the Common Stock of the Company to
approximately seventy nine (79) affiliated and unaffiliated
shareholders. This offering was made in reliance upon an
exemption from the registration provisions of Section 4(2)
of the Securities Act of 1933, as amended, pursuant to
Regulation D, Rule 504 of the Act. As of the date of this
filing, the Company has seven million six hundred and eighty
six thousand one hundred and twenty five (7,686,125) shares
of its $0.001 par value common voting stock issued and
outstanding which are held by approximately eighty-eight
(90) shareholders of record. Management fully anticipates
that the proceeds from the sale of all of the Common Shares
sold in the public offering delineated above will be
sufficient to provide the Company's capital needs for the
foreseeable future. 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.
As of September 30,2000, the Company had yet to generate any
positive net income from operations. The Company, however,
expects to be generating positive cash flows from operations
by the end of its fiscal year ending December 31, 2000.
Business Strategy Behind Distribution of Company Services
The economics underlying the Company's business strategy are
simple. For each new client the Company is able to garner,
the Company will usually be able to generate approximately
$500 to $4,200 in initial revenues. From that point forward,
as long as the client continues to utilize the Company's
EDGARization services, each client should be worth a
minimum of approximately $2,000 in annual revenues due to
the filing of each client's quarterly and annual SEC
regulatory filings. It must be noted however that many
companies may wish to electronically file documents in-house
or in fact may turn to other sources which may detrimentally
impact the Company's anticipated revenue sources. As such,
the Company's industry segment is characterized by what is
commonly referred to as ";recurring revenue."; The Company
currently has a client base of approximately twenty (20)
recurring revenue clients. Additionally, the Company expects
to garner additional clients via its relationship with CMA
if in fact CMA continues to secure new clientele for itself
and its referrals of those potential clients result in new
clientele for EDFN.
Growth Strategy of Company
The Company believes that the current marketplace of
established EDGAR filers is highly fragmented, with
literally dozens of EDGAR filers located throughout the
country. As such, the Company believes that there is an
opportunity for a publicly-traded EDGAR company to acquire
several, smaller and more established EDGAR filers with
already-established client bases. In short, the Company
would like to be a consolidator of its industry. The Company
can give no assurance, however, that it will be successful
as a consolidator, however. EDFN has no present plan(s)
formal or informal, to acquire any specific competitors nor
are there any understandings, arrangements or agreements
relating to any acquisitions.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit Name and/or Identification of Exhibit
Number
23. Consent of Independent Public Accountant
27. Financial Data Schedule ending September 30, 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.
EDGAR Filing.net, Inc.
(Registrant)
Date: November 14, 2000
By: /s/Thomas M. Chavez
Chief Executive Officer and Chief Financial Officer
