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 March 31, 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)
(516) 670-0564
--------------
(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 March 31, 2000.
2,500,000 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 March 31, 2000 and December 31,1999......... 3
Statements of Operations for the three month period ended
March 31, 2000 and the period January 5, 1999 (date of
incorporation) to March 31, 1999................................. 4
Statement of Stockholders' Deficit for the three months ended
March 31, 2000................................................... 5
Statement of Cash Flows for the three months ended March
31, 2000 and the period January 5, 1999 (date of
incorporation) to March 31, 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....................................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 13
Item 2. Changes in Securities............................................ 13
Item 3. Defaults Upon Senior Securities.................................. 13
Item 4. Submission of Matters to a Vote of Securities Holders............ 13
Item 5. Other Information................................................ 13
Item 6. Exhibits and Reports on Form 8-K................................. 13
Signatures
2
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
--------------------------------------------------------------------------
March 31,
2000 December
ASSETS (Unaudited) 31, 1999
------
------------ ----------
Cash and cash equivalents $ 20 $ 20
Computer equipment - net 2,197 2,197
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TOTAL $ 2,217 $ 2,217
============ ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES - Due to $ 16,685 $ 10,003
affiliate
------------ ----------
STOCKHOLDERS' DEFICIT:
Common stock - no par value: 20,000,000
shares
authorized; 2,500,000 shares issued and 2,500 2,500
outstanding
Deficit accumulated during the (16,968) (10,286)
development stage
------------ ----------
Total stockholders' (14,468) (7,786)
Deficit
------------ ----------
TOTAL
$ 2,217 $ 2,217
============ ==========
---------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
3
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
---------------------------------------------------------------
Period
January 5,
Three 1999 (date
Months of
Ended incorporation)
March 31, to March
2000 31, 1999
------------ -------------
EXPENSES:
Organization costs $ - $ 504
Professional fees 2,200 -
Travel and entertainment 1,885 -
Communication 516 -
Office supplies 2,081 -
------------ -------------
NET LOSS $ 6,682 $ 504
============ =============
NET LOSS PER SHARE $ - $ -
============ =============
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC AND
DILUTED 2,500,000 2,500,000
============ =============
---------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
4
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIT
For the three months ended March 31, 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)
Net loss for the three
months ended March 31,
2000 - - (6,682) (6,682)
--------- -------- ----------- -----------
Balances March 31, 2000 2,500,000 2,500 $ (16,968) $ (14,468)
========= ======== =========== ===========
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
5
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
- --------------------------------------------------------------------------------
Period
March 15,
Three 1999
Months (date of
Ended incorporation)
March to March
31, 2000 31, 1999
---------- -----------
CASH USED IN OPERATING ACTIVITIES - Net loss $ (6,682) $ (504)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES -
Increase in due to affiliate 6,682 504
---------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES 6,682 504
---------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS - -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 20 -
---------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 20 $ -
========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ - $ -
========== ===========
Taxes paid $ - $ -
========== ===========
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
6
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Hojo Holdings, Inc.
(A Development Stage Enterprise)
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 month period
ended March 31, 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 and
negative working capital position of $16,968 as of March 31, 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 $17,000 as of March 31, 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 March 31, 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 March 31, 2000, the
husband of our President has provided a line of credit to us to fund cash
requirements. As of March 31, 2000 the outstanding balance due was $16,968.
See Note D "Line of Credit".
NOTE E - LINE OF CREDIT
The Line of Credit arises from advances under a line of credit arrangement,
whereby a director has agreed to loan us amounts to fund cash flow needs.
Advances under the arrangement, accrue interest at a fixed rate of 6%, are
unsecured and have no specified repayment terms.
NOTE F - 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 March 31, 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.
8
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Net loss available to common stockholders $ 6,682
===========
Denominator for basic calculation 2,500,000
===========
Net loss per share - basic $ 0.00
===========
NOTE G - 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 (including
2,500,000 shares held by stockholders) 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.
NOTE H - SUBSEQUENT EVENTS
On April 7, 2000, we issued a total of 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. 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. In addition, we received $13,000 for 260,000
shares of common stock from three individuals.
- -------------------------------------------------------------------------------
9
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis should be read in conjunction with
financial statements as of and for the period ended March 31, 2000 included with
this Form 10-QSB.
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 month period ended March 31, 2000, all funded by a credit
line provided by a director, are $6,682. Cumulative expenses, funded through the
credit line, from January 5, 1999 (date of incorporation) to March 31, 2000 are
$16,968.
Substantially all of our expenses must be funded by the husband of our President
until we are successful in selling shares of common stock through a public
offering of stock as registered on September 15, 1999 with the SEC on Form SB-2.
The expenses we incur will be from our efforts to establish clients and begin
our business operations. So long as our President and her husband continues to
provide a credit line to us, we will have sufficient funds to satisfy our cash
requirements.
Subsequent to March 31, 2000, we received approximately $42,800 from the sale of
855,357 shares of common stock. We also converted the amounts advanced under
the credit line to shares of our common stock.
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.
- --------------------------------------------------------------------------------
10
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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.
May 4, 2000 /s/ Holli Arberman
- --------------------- --------------------
Date Holli Arberman, President
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 20
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20
<PP&E> 2,197
<DEPRECIATION> 0
<TOTAL-ASSETS> 2217
<CURRENT-LIABILITIES> 16,685
<BONDS> 0
0
0
<COMMON> 2,500
<OTHER-SE> (16,968)
<TOTAL-LIABILITY-AND-EQUITY> 2,217
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6,682
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,682)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,682)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,682)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
