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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q/A-1
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: __________ to ___________.
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Commission file number 0-26909
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budgethotels.com, inc.
(Exact name of Registrant as specified in its charter.)
NEVADA 91-0179013
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1449 St. Paul Street
Suite 202
Kelowna, British Columbia V1Y 2E5
(Address of principal executive offices, including zip code.)
(250) 868-1171
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 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. Not subject
to filing until September 30, 1999.
YES [ x ] NO [ ]
The number of shares outstanding of the Registrant's Common Stock,
$0.01 par value per share, at September 30, 1999 was 14,514,000 shares.
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BUDGETHOTELS.COM, INC. AND SUBSIDIARY
(Formerly Info Center International, Inc.)
Consolidated Balance Sheets
ASSETS
<TABLE>
<CAPTION>
August 31, November 30,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 93,193 $ 13,144
Accounts receivable 148,286 88,518
Accounts receivable
- related party 2,161 -
----------- -----------
Total Current Assets 243,640 101,662
----------- -----------
PROPERTY AND EQUIPMENT 130,015 64,604
----------- -----------
OTHER ASSETS
Prepaids 9,296 1,477
----------- -----------
Total Other Assets 9,296 1,477
----------- -----------
TOTAL ASSETS $ 382,951 $ 167,743
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
1
<PAGE> 3
BUDGETHOTELS.COM, INC. AND SUBSIDIARY
(Formerly Info Center International, Inc.)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
August 31, November 30,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 3,474 $ 17,923
Accounts payable - related party 959 3,477
Unearned revenue 228,391 196,031
Note payable - related party - 44,407
---------- -----------
Total Current Liabilities 232,824 261,838
---------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 1,000,000 shares
authorized of $0.01 par value,
no shares issued and outstanding - -
Common stock: 50,000,000 shares
authorized of $0.001 par value,
14,514,000 and 11,487,000 shares
issued and outstanding, respectively 14,514 11,487
Additional paid-in capital 441,158 61,894
Accumulated deficit (305,545) (167,476)
---------- -----------
Total Stockholders' Equity (Deficit) 150,127 (94,095)
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ 382,951 $ 167,743
========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
2
<PAGE> 4
BUDGETHOTELS.COM, INC. AND SUBSIDIARY
(Formerly Info Center International, Inc.)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Nine Months Ended
August 31, August 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUE
Net sales $ 145,440 $ 45,764 $ 451,084 $ 326,446
Cost of goods sold 113,658 30,228 311,895 145,966
--------- --------- --------- ---------
Gross Profit 31,782 15,536 139,189 180,480
--------- --------- --------- ---------
EXPENSES
General and administrative 81,539 21,924 268,330 103,979
Depreciation 2,524 2,188 7,572 6,564
--------- --------- --------- ---------
Total Expenses 84,063 24,112 275,902 110,543
--------- --------- --------- ---------
Income (Loss) from
Operations (52,281) (8,576) (136,713) 69,937
--------- --------- --------- ---------
OTHER INCOME (EXPENSE)
Gain (loss) on
exchange rate (7,633) - (1,356) -
Interest income - - - 154
--------- --------- --------- ---------
Total Other Income
(Expense) (7,633) - (1,356) 154
--------- --------- --------- ---------
NET INCOME (LOSS) $ (59,914) $ (8,576) $(138,069) $ 70,091
========= ========= ========= =========
BASIC EARNINGS (LOSS)
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ 0.00
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE> 5
BUDGETHOTELS.COM, INC. AND SUBSIDIARY
(Formerly Info Center International, Inc.)
Consolidated Statements of Stockholders' Equity (Deficit)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
[S] [C] [C] [C] [C]
Balance,
November 30, 1997 8,000,000 $ 8,000 $ (8,000) $ (112,474)
Common stock issued for
shares canceled rendered
at $0.05 per share 600,000 600 27,480 -
Common stock issued for
cash at an average of
$0.05 per share 2,887,000 2,887 95,700 -
Stock offering costs - - (53,286) -
Net loss for the year ended
November 30, 1998 - - - (55,002)
---------- ------- --------- ----------
Balance,
November 30, 1998 11,487,000 11,487 61,894 (167,476)
Cancellation of common
stock (unaudited) (600,000) (600) (27,480) -
Common stock issued for
cash at $0.25 per share
(unaudited) 1,602,000 1,602 398,898 -
Common stock issued for
services at $0.01 per
share (unaudited) 1,650,000 1,650 14,850 -
Common stock issued for
services at $0.01 per share
(unaudited) 300,000 300 2,700 -
Common stock issued for
cash at $0.50 per share
(unaudited) 75,000 75 37,425 -
Stock offering costs
(unaudited) - - (47,129) -
Net loss for the nine months
ended August 31, 1999
(unaudited) - - - (138,069)
---------- ------- --------- ----------
Balance, August 31, 1999
(unaudited) 14,514,000 $14,514 $ 441,158 $ (305,545)
---------- ------- --------- ----------
<TABLE>
The accompanying notes are an integral part of these consolidated
financial statements
4
<PAGE> 6
BUDGETHOTELS.COM, INC. AND SUBSIDIARY
(Formerly Info Center International, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
For the For the
Three Months Ended Nine Months Ended
August 31, August 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (59,914) $ (8,576) $ (138,069) $ 70,091
Adjustments to reconcile net
income (loss) to net cash used
by operating activities:
Depreciation 2,524 2,188 7,572 6,564
Common stock issued for
services 3,000 - 19,500 6,000
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable (15,707) (5,828) (59,768) (95,159)
(Increase) decrease in accounts
receivable - related party (2,161) (6,577) (2,161) (28,764)
(Increase) decease in deposits
and prepaids (5,295) - (7,819) (374)
Increase (decrease) in accounts
payable 2,172 27,513 (14,449) 44,225
Increase (decrease) in accounts
payable - related party (2,518) - (2,518) -
Increase (decrease) in bank
overdraft - (2,639) - (2,639)
Increase (decrease) in unearned
revenue 26,991 - 32,360 (20,125)
--------- -------- ---------- ---------
Net Cash Provided (Used) by
Operating Activities (50,908) 6,081 (165,352) (20,181)
--------- -------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (46,908) (10,905) (72,983) (47,351)
--------- -------- ---------- ---------
Net Cash Provided (Used) by
Investing Activities (46,908) (10,905) (72,983) (47,351)
--------- -------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on note payable
- related party - (22,501) (44,407) (22,501)
Cancellation of common stock - - (28,080) -
Proceeds from sales of
common stock - 22,063 438,000 133,705
Stock offering costs (1,451) - (47,129) (22,902)
--------- -------- ---------- ---------
Net Cash Provided (Used) by
Financing Activities $ (1,451) $ (438) $ 318,384 $ 88,302
--------- -------- ---------- ---------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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<PAGE> 7
BUDGETHOTELS.COM, INC. AND SUBSIDIARY
(Formerly Info Center International, Inc.)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Nine Months Ended
August 31, August 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET INCREASE (DECREASE) IN CASH $ (99,267) $ (5,262) $ 80,049 $ 20,770
CASH AT BEGINNING OF PERIOD 192,460 26,032 13,144 -
--------- -------- -------- --------
CASH AT END OF PERIOD $ 93,193 $ 20,770 $ 93,193 $ 20,770
========= ======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for
services rendered $ 3,000 $ - $ 19,500 $ 6,000
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements
6
<PAGE> 8
BUDGETHOTELS.COM, INC. AND SUBSIDIARY
(Formerly Info Center International, Inc.)
Notes to the Consolidated Financial Statements
August 31, 1999
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements 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 cash flows at August 31, 1999 and 1998
and for all periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's November 30,
1998 audited consolidated financial statements. The results of
operations for periods ended August 31, 1999 and 1998 are not
necessarily indicative of the operating results for the full
years.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The
Company has incurred losses which have resulted in an accumulated
deficit of approximately $305,000 at August 31, 1999 which raises
substantial doubt about the Company's ability to continue as a
going concern. The accompanying consolidated financial statements
do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome
of this uncertainty. Management believes that the Company will
generate sufficient advertising revenue and commissions through
its licensing agreements and hotel reservation internet website to
cover all operating expenses in the future, although no assurance
of this can be given.
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Operations During the Fiscal Years November 30, 1998 and November 30,
1997
The Company's operations remained consistent during the last two
fiscal years. Net sales of advertising increased by approximately
$100,000 while costs of goods sold increased by $9,000. The foregoing
increase was as a direct result of the Lease Agreement with Greyhound
Lines, Inc. Sales increased from $331,953 for fiscal 1997 to $438,272
for fiscal 1998. The Company suffered a net loss of $55,002 for fiscal
1998 as compared with a net loss of $8,782 for fiscal 1997. The loss
was directly related to an increase in administration expenses.
General and administrative expenses increased by approximately $160,000
from $151,483 for the fiscal year ending November 30, 1997 to $311,283
for the fiscal year ending November 30, 1998. The increase in the
general and administrative expenses was a direct result of retaining
additional employees in an attempt to generate additional sales of
advertising space and developing the Internet Web site.
Operations During the Interim Periods of August 31, 1999 and August 31,
1998
In the first quarter of fiscal year 1999, the Company completed
three offerings of securities pursuant to Reg. 504 of the Securities
Act of 1933 which increased its total cash by approximately $400,000.
In December 1997, the Company sold 2,500,000 shares of its common stock
at an offering price of $0.01 per share. A total of $25,000 was raised
from the offering. In December 1997, the Company sold 400,000 shares
of common stock at an offering price of $0.25 per share. A total of
$100,000 was raised from the offering. From December 1997 through
March 1998, the Company sold 387,000 shares of its common stock at an
offering price of $0.25 per share. A total of $96,750 was raised from
the offering. During the first nine months of fiscal November 30, 1999
which ended on August 31, 1999, the Company had net sales of $326,446
as compared with $451,084 the same time in 1998. As a result of the
increase in administrative expenses, the Company had a net loss of
$59,914 for the period ending August 31, 1999 as compared with a net
profit for the period ending August 31, 1998.
In the event that the Company does not substantial increase its
net sales during the next three months, the Company anticipates
reducing its employee work force.
The Company had inadequate cash to maintain operations during the
next twelve months. The estimated amount of $2,500,000 is required to
fund the Company's plan of operations for the next twelve months. The
Company's current cash will satisfy its operation requirements for a
period of five months. As a result, its auditors, Jones, Jensen and
Company have issued a going concern opinion. In order to meet its cash
requirements the Company will have to raise additional capital through
the sale of securities or loans. As of the date hereof, the Company
has not made sales of additional securities and there is no assurance
that it will be able to raise additional capital through the sale of
securities in the
<PAGE> 10
future. Further, the Company has not initiated any negotiations for
loans to the Company and there is no assurance that the Company will be
able to raise additional capital in the future through loans. In the
event that the Company is unable to raise additional capital, it may
have to reduce its operations.
The Company does not intend to conduct any research or development
of its services during the next twelve months other than as described
herein.
The Company does not intend to purchase a plant or significant
equipment.
Interim Periods Ended August 31, 1999 and 1998
Boards
Revenues generated from the leasing of space on the board for the
nine months ended August 31, 1999 totaled $441,937 as compared with
$326,446 for the nine months ending August 31, 1998. This was as a
result of increased revenues generated from the Greyhound contract.
Operating expenses relating to the leasing of space on the boards
was approximately $237,000 for the nine months ended August 31, 1999,
as compared with approximately $104,000 for nine months ended August
31, 1998. This was as a result of hiring additional marketing
personnel.
Other expenses relating to the leasing of space on the boards was
approximately $7,000 for the nine months ended August 31, 1999 as
compared with approximately $6,000 for the nine months ended August 31,
1998. This was as a result of the depreciation of assets.
Web-site
Revenues generated from the web-site for the nine months ended
August 31, 1999 was approximately $9,000 compared to $-0- for the nine
months ended August 31, 1998. The web-site began to generate revenues
in the third quarter of 1999.
Operating expenses relating to the web-site was approximately
$28,000 for the nine months ending August 31, 1999 as compared with
$-0- for the nine months ending August 31, 1998. This was as a result of
the development of the web-site.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant is not a party to any legal proceedings.
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES
The Registrant has not issued any unregistered securities.
<PAGE> 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There have been no defaults upon securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended September 30, 1999, no matters were
submitted to the Registrant's security holders.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27.1* Financial Data Schedule
* Previously filed.
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.
Dated this 3rd day of February, 2000.
budgethotels.com, inc.
(the "Registrant")
BY: /s/ William J. Marshall
William J. Marshall, President, Treasurer,
Chief Financial Officer and a member of
the Board of Directors.
