UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934.
For the quarterly period ended September 30, 2000.
( )Transition report pursuant to Section 13 or 15(d) of the Exchange
Act for the transition period from _________ to _________ .
Commission File Number:
HOJO HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware 11-3504866
(State of Incorporation) (I.R.S. Employer I.D. No)
21 Blackheath Rd., Lido Beach, New York, 11561
(Address of Principal Executive Offices)
(678) 458-0982
(Registrant's Telephone Number, Including Area Code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section 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
stock as of September 30, 2000.
4,800,000 Common Shares
Transitional Small Business Disclosure Format:
YES ( ) NO (X)
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HOJO HOLDINGS, INC.
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheets as of September 30, 2000 and December 31, 1999 .............3
Statements of Operations for the three and nine month ended
September 30, 2000 and the periods January 5, 1999 (date of
incorporation) to September 30, 2000 and 1999.............................4
Statement of Stockholders' Equity (Deficit) for the nine months ended
September 30, 2000.........................................................5
Statements of Cash Flows for the three and nine month ended
September 30, 2000 and the periods January 5, 1999 (date of
incorporation) to September 30, 2000 and 1999............................. 6
Notes to Financial Statements............................................. 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations or Plan of Operations............................. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................... 10
Item 2. Changes in Securities................................................ 10
Item 3. Defaults Upon Senior Securities...................................... 10
Item 4. Submission of Matters to a Vote of Securities Holders................ 10
Item 5. Other Information.................................................... 10
Item 6. Exhibits and Reports on Form 8-K..................................... 10
Signatures .................................................................. 10
2
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HOJO HOLDINGS, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
September 30,
2000 December 31,
(Unaudited) 1999
------------ ------------
ASSETS
Cash $ 23,953 $ 20
Computer equipment - net 1,797 2,197
-------- --------
Total $ 25,750 $2,217
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES -Due to affiliate $ 0 $10,003
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock - no par value; 20,000,000 shares
authorized; 4,800,000 and 2,500,000 shares
issued and outstanding 117,500 2,500
Deficit accumulated during the development stage (91,750) (10,286)
--------- ---------
Total stockholders' equity (deficit) 25,750 (7,786)
--------- --------
Total $ 25,750 $ 2,217
========= ========
SEE NOTES TO FINANCIAL STATEMENTS.
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HOJO HOLDINGS, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months January January
Ended Ended 5,1999 5,1999
September September (date of (date of
30 2000 30 2000 incorporation) incorporation)
to September to September
30, 1999 30, 2000
------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
EXPENSES:
Professional fees $ 1,250 $60,776 $ 2,983 $65,764
Travel and entertainment $ 2,962 $ 7,533 $ 0 $ 8,675
Communication $ 3,594 $ 5,465 $ 0 $ 6,327
Office supplies $ 3,888 $ 7,290 $ 0 $10,584
Depreciation $ 200 $ 400 $ 0 $ 400
---------- -------- -------- --------
NET LOSS $11,894 $81,464 $ 2,983 $91,750
========= ======== ========= =========
NET LOSS PER SHARE $ 0.00 $ 0.023 $ 0.00 $ 0.027
======= ======= ======= ========
WEIGHTED AVERAGE SHARES
OUTSTANDING -
BASIC AND DILUTED 4,800,000 3,473,000 2,500,000 3,323,000
============ ============ =========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
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HOJO HOLDINGS, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the nine months ended September 30, 2000
(Unaudited)
Deficit
Accumulated
During the
Common Stock Development
Shares Value Stage Total
--------- -------- ---------- ---------
Balances, December 31,1999 2,500,000 $ 2,500 $ (10,286) $(7,786)
Shares issued for cash 855,357 42,768 - 42,768
Shares issued for services 1,000,000 50,000 - 50,000
Shares issued in payment
of debt 444,643 22,232 - 22,232
Net loss for the nine months
ended September 30, 2000 - - (81,464) (81,464)
-------- --------- ---------- ---------
Balances, September 30, 2000 4,800,000 $117,500 $(91,750) $25,750
========= ========= ========== =========
SEE NOTES TO FINANCIAL STATEMENTS.
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HOJO HOLDINGS, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
January 5,1999 January 5, 1999
Three Months Nine Months (date of (Date of
Ended Ended incorporation) incorporation)
September 30, September 30, to September 30, to September 30,
2000 2000 1999 2000
-------- --------- --------------- ----------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $(11,894) $(81,464) $ (2,983) $ (91,750)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation 200 400 - 400
Common stock issued for services
rendered 0 50,000 - 50,000
---------- --------- -------------- --------------
CASH FLOWS USED IN FINANCING
ACTIVITIES (11,694) (31,064) (2,983) (41,350)
---------- --------- -------------- --------------
CASH FLOWS FROM INVESTING
ACTIVITIES -
Purchase of computer equipment - - - (2,197)
---------- --------- -------------- --------------
CASH USED IN INVESTING
ACTIVITIES - - - (2,197)
---------- --------- -------------- --------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of common stock 0 42,768 2,500 45,268
Increase in due to affiliate 0 16,677 483 26,680
Repayment of due to affiliate 0 (4,448) 0 (4,448)
---------- --------- -------------- --------------
CASH PROVIDED BY FINANCING
ACTIVITIES 0 54,997 2,983 67,500
---------- --------- -------------- --------------
NET INCREASE (DECREASE)IN CASH
AND CASH EQUIVALENTS (11,694) 23,933 23,953
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 35,647 20 - -
---------- --------- -------------- ---------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 23,953 $ 23,953 $ - $ 23,953
========== ========= ============= ===============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Interest paid $ - $ - $ - $ -
========== ========== ============= ===============
Taxes paid $ - $ - $ - $ -
========== ========= ============= ===============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
6
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NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
Hojo Holdings, Inc. ("we", "us", "our") was incorporated under the laws of the
state of Delaware on January 5, 1999. We, who are considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7, are a web site development firm that intends to build a network of
independent web site developers for projects we secure from clients. Our planned
principal operations have not commenced, therefore accounting policies and
procedures have not yet been established.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Our accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principals for interim financial information
and the instructions to Form 10-QSB and Rule 10-1 of Regulation S-X of the
Securities and Exchange Commission (the"SEC"). Accordingly, these financial
statements do not include all of the footnotes required by generally accepted
accounting principals. In the opinion of management, all adjustments (consisting
of normal and recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three and nine month
periods ended September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2000.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We have an accumulated deficit of
$91,750 as of September 30, 2000. We do not currently engage in business
activities that provide any cash flow, accordingly our ability to continue as a
going concern is dependent on our ability to raise capital to fund our cash
requirements until our business operations provide sufficient cash flow. These
factors among others may indicate that we will be unable to continue as a going
concern for a reasonable period of time.
The financial statements do not include any adjustments that might be necessary
if we are unable to continue as a going concern.
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NOTE C - INCOME TAXES
We have recognized losses for both financial and tax reporting purposes and have
a net operating loss carryforward of approximately $91,750 as of September 30,
2000. Because we would establish a valuation allowance for any deferred income
tax asset, no deferred taxes have been provided for in the accompanying
financial statements.
NOTE D - RELATED PARTY TRANSACTION
On August 30, 1999, we executed a two year employment contract with our
president, which requires annual compensation of approximately $24,000 plus
certain bonuses and fringe benefits (as defined in the agreement). The agreement
shall become effective upon the earlier of the date mutually agreed to in
writing by both parties or two weeks following the date on which we receive more
than $200,000 of gross investment capital.
During the period January 5, 1999 (date of incorporation) to September 30, 2000,
our President provided various equipment, services and a portion of her home for
office space for no consideration. The value of this equipment, services and
office space are considered to be insignificant and as such no expense has been
recorded.
During the period January 5, 1999 (date of incorporation) to June 30, 2000, a
director has provided a line of credit to us to fund cash requirements. Through
September 30, 2000 this director had provided $22,232, which has been converted
to 444,643 shares of common stock.
NOTE E - LOSS PER SHARE
We compute net loss per share in accordance with SFAS No. 128 "Earnings per
Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share is
computed by dividing the net loss available to common stockholders for the
period by the weighted average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares outstanding during
the period. As of September 30, 2000 there were no common equivalent shares
outstanding, as such, the diluted net loss per share calculation is the same as
the basic net loss per share.
NOTE F - COMMON STOCK OFFERING
We have filed a registration statement with the SEC on form SB-2, which became
effective January 25, 2000, for the sale of up to 12,500,000 shares of the
Company's common stock at $0.05 per share. The offering is on a best-efforts, no
minimum basis. As such, there will be no escrow of any of the proceeds of the
offering and we will have the immediate use of such funds to finance its
operations. As of September 30, 2000 we have sold 260,000 shares giving us
proceeds of approximately $13,000. We also issued 1,040,000 shares of our common
stock to our director in exchange for $29,768 cash and as satisfaction of our
outstanding credit line of $22,232. On April 7, 2000, we issued 1,000,000 shares
of our common stock to five individuals in lieu of a $50,000 payment for
marketing and corporate advisory services to be provided.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
balance sheet as of December 31, 1999 and the financial statements as of and for
the three and nine-months ended September 30, 2000, and the period January 5,
1999 (date of inception) to September 30, 1999 and September 30, 2000 included
with this Form 10-QSB. The Company did not have significant operations during
the three months ended September 30, 1999 or for the period January 5, 1999
(date of inception) to September 30, 1999 and as such this analysis does not
include any additional discussion as of and for such periods.
We are considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, and have neither engaged in any
operations nor generated any revenues to date. We have limited assets. Our
expenses for the three and nine month periods ended September 30, 2000, are
$11,894 and $81,443, respectively. We funded these losses primarily through the
proceeds of $42,768 from the sale of common stock and the issuance of 1,000,000
shares, valued at $50,000, for professional services. Our cumulative expenses
from January 5, 1999 (date of incorporation) to September 30, 2000 are $91,750.
The expenses we have incurred to date are primarily from our efforts to
establish clients and begin our business operations. So long as we are able to
sell shares of our common stock we believe will have sufficient funds to satisfy
our cash requirements.
Readers are referred to the cautionary statement, which addresses
forward-looking statements made by the Company.
CAUTIONARY STATEMENT
This Form 10-QSB, press releases and certain information provided periodically
in writing or orally by our officers or our agents contain statements which
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to specifically
identify forward-looking statements. Those statements appear in a number of
places in this Form 10-QSB and in other places, particularly, Management's
Discussion and Analysis or Plan of Operations, and include statements regarding
the intent, belief or current expectations us, our directors or our officers
with respect to, among other things: (i) our liquidity and capital resources;
(ii) tour financing opportunities and plans and (iii) our future performance and
operating results. Investors and prospective investors are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following: (i) any material inability of us to successfully internally
develop its products; (ii) any adverse effect or limitations caused by
Governmental regulations; (iii) any adverse effect on our positive cash flow and
abilities to obtain acceptable financing in connection with its growth plans;
(iv) any increased competition in business; (v) any inability of us to
successfully conduct its business in new markets; and (vi) other risks including
those identified in our filings with the Securities and Exchange Commission. We
undertake no obligation to publicly update or revise the forward looking
statements made in this Form 10-QSB to reflect events or circumstances after the
date of this Form 10-QSB or to reflect the occurrence of unanticipated events.
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PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
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.
August 14, 2000 /s/ Holli Arberman
Date Holli Arberman, President
10
