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 June 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:
EDGARr 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
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
Edgar Filing.net, Inc.
Las Vegas, NV
I have reviewed the accompanying balance sheet of Edgar
Filing.net, Inc. (a Nevada corporation) as of June 30, 2000
and the related statements of operations for the three-month
and six-month periods ended June 30, 2000 and for the period
May 28, 1999 (Inception) to June 30, 1999, and statements of
cash flows for the six months ending June 30, 2000 and for
the period May 28, 1999 (Inception) to June 30, 1999. These
financial statements are the responsibility of the Company's
management.
I conducted my reviews in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information
consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible
for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with
generally accepted auditing standards, which will be
performed for the full year with the objective of expressing
an opinion regarding the financial statements taken as a
whole. Accordingly, I do not express such an opinion.
Based on my reviews, I am not aware of any material
modifications that should be made to the accompanying
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
I have previously audited, in accordance with generally
accepted auditing standards, the balance sheet of Edgar
Filing.net, Inc. as of December 31, 1999 and the related
statements of income, changes in stockholders' equity, and
cash flows for the period May 28, 1999 (Inception) to
December 31, 1999 (not presented herein) and in my report
dated February 4, 2000, I expressed an unqualified opinion
on those financial statements.
/s/G. Brad Beckstead, CPA
August 4, 2000
Edgar Filing.net, Inc.
Balance Sheet
June 30, 2000 and December 31, 1999
(unaudited)
June 30, December
31,
2000 1999
Assets
Current assets:
Cash
3,366 28,981
Short-term investments
49,563 139,087
Accounts receivable
10,935 325
Other current assets
- 1,500
Organizational costs
- 260
Total current assets
63,864 170,153
Total Assets
63,864 170,153
Liabilities and Stockholders' Equity
Current liabilities:
Income taxes payable
1,145 1,145
Total current liabilities
1,145 1,145
Long-term liabilities
- -
Total 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
(99,801) 6,488
Total stockholders' equity (deficit)
62,719 169,008
Total Liabilities and Stockholders' Equity
63,864 170,153
Edgar Filing.net, Inc.
Statement of Operations
(unaudited)
For the Three Months and Six Months Ending June 30, 2000
and For the Period May 28, 1999 (Inception) to June 30, 1999
Three Six May 28,
Months Months 1999
Ending Ending (Inception) to
June 30, June 30, June 30,
2000 2000 1999
Revenue
5,020 15,240 1,200
Expenses:
General administrative
expenses 22,901 48,102 -
Total expenses
22,901 48,102 -
Net operating loss
(17,881) (32,862) 1,200
Other income (expense):
Interest income
1,616 2,206
Gain (loss) on sale of assets
- (75,633) -
Total other income (expenses)
1,616 (73,427) -
Net (loss) income
(16,265) (106,289) 1,200
Weighted average number of
common shares outstanding
7,686,125 7,686,125 -
Net income (loss) per share
- - -
Edgar Filing.net, Inc.
Statement of Cash Flows
(unaudited)
For the Six Months Ending June 30, 2000
and For the Period May 28, 1999 (Inception) to June 30, 1999
(Unaudited) May 28, 1999
Quarter (Inception)
Ending to
June 30, June 30,
2000 1999
Cash flows from operating activities
Net (loss) income
(106,289) 1,200
Adjustments to reconcile net income to net cash
used
by operating activities:
(Increase) decrease in:
Accounts receivable
(10,610) (1,200)
Other current assets
1,500 -
Organizational costs
260 -
Net cash used by operating activities
(115,139) -
Cash flows from investing activities
Proceeds from sale of marketable securities
89,524 -
Net cash provided (used) by investing
activities 89,524 -
Cash flows from financing activities
Net cash provided by financing activities
- -
Net (decrease) increase in cash
(25,615) -
Cash - beginning
28,981 -
Cash - ending
3,366 -
Supplemental disclosures:
Interest paid
1,874 -
Income taxes paid - -
Edgar Filing.net, Inc.
Notes to Financial Statements
June 30, 2000
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 June 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
$49,563 at June 30, 2000.
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 o 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 six months ended
June 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 June 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 six months ending June 30, 2000
was $7,574.
The Company receives almost 100% of its revenues from
clientele provided by a company that is owned by the
Company's majority shareholder.
Included in accounts receivable at June 30, 2000, is $7,390
that is due from a company that is owned by its majority
shareholder.
For the six months ending June 30, 2000, 41% of the total
consulting fees revenue was provided by a company that is
owned by the Company's majority shareholder.
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.
Note 6 - Year 2000 Issue
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date-
sensitive systems may recognize the year 2000 as 1900 or
some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems
may arise in systems that use certain dates in 1999 to
represent something other than a date. The effects of the
Year 2000 issue may be experienced before, on, or after
January 1, 2000, and if not addressed, the impact on
operations and financial reporting may range from minor
errors to significant system failure which could affect an
entity's ability to conduct normal business operations. It
is not possible to be certain that all aspects of the Year
2000 issue affecting the entity, including those related to
the efforts of customers, suppliers, or other third parties
will be fully resolved.
Item 2. Management's Discussion and Analysis of Operation
Brief History of the Company
EDGARr 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 ("EDGARr"). 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. EDGARr allows registrants to
file, and the public to retrieve, disclosure information
electronically.
Management's Plan of Operation
In this 3 month operating period ended June 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 June 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
EDGARrization 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 EDGARr filers is highly fragmented, with
literally dozens of EDGARr filers located throughout the
country. As such, the Company believes that there is an
opportunity for a publicly-traded EDGARr company to acquire
several, smaller and more established EDGARr 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 March 31, 2000
Signatures
In accordance with the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
EDGAR Filing.net, Inc.
(Registrant)
Date: August 11, 2000
By: /s/Thomas M. Chavez
President and CEO
