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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: March 31, 2000
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from --------------- to ----------------------
Commission File No. 0-96763
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Portal Net Limited
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(Exact name of small business issuer as
specified in its charter)
British Virgin Islands N/A
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Room 1806, Hutchison House
10 Harcourt Road, Central
Hong Kong
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(Address of principal executive offices)
(852) 2802-3638
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(Issuer's telephone number)
Not Applicable
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(Former name, former address and former fiscal year, if changed since
last report.)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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 No X
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:
5,000,000 common stock, $.0001 par value
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Transitional Small Business Disclosure Format (check one).
Yes No X
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and pursuant to the rules and regulations of the Securities
and Exchange Commission. While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements included in the Company's registration statement filed
on Form 20-F on November 11, 1999, as amended on February 10, 2000, February 11,
2000 and further amended on June 30, 2000.
Portal Net Limited
(a development stage company)
BALANCE SHEET AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
September 30, March 31,
1999 2000
Unaudited Unaudited
------------ ----------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 5,000 $ 5,000
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Total current assets $ 5,000 $ 5,000
======= ========
capital assets -0- -0-
Other assets -0- -0-
Excess of purchase paid over book values -0- -0-
Security deposits -0- -0-
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Total other assets -0- -0-
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Total assets $ 5,000 $ 5,000
======= ========
</TABLE>
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<TABLE>
<S> <C> <C>
Liability and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $ 8,680 $ 13,060
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Total liabilities $ 8,680 $ 13,060
======= ========
Stockholders' equity
Class A stock-$.0001 par value,
authorized 400,000,000 shares
The number of Class A shares outstanding
at March 31, 2000 was 5,000,000 500 500
Class B stock-$.0001 par value,
authorized 100,000,000 shares
The number of Class B shares outstanding
at March 31, 2000 was 0 0 0
Additional paid in capital 4,500 4,500
Accumulated deficit during development stage (8,680) (13,060)
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Total stockholders' equity $(3,680) $ (8,060)
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Total liabilities and stockholders' equity 5,000 5,000
======= ========
</TABLE>
Portal Net Limited
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the For the
period between period between
September 30, September 15,
1999 to 2000 to
March 31, 2000 March 31, 2000
Unaudited Unaudited
-------------- --------------
<S> <C> <C>
Income $ -0- $ -0-
Costs of goods sold -0- -0-
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Gross profit operations: -0- -0-
General and administration $ (8,060) $ (8,060)
Depreciation and amortization -0- -0-
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Total expense $ (8,060) $ (8,060)
Net Profit (Loss) from
operations $ (8,060) $ (8,060)
Net income (Loss) per
share-basic 0.09 cents 0.09 cents
Total number of
shares outstanding 5,000,000 5,000,000
</TABLE>
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Portal Net Limited
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the For the
period between period between
September 30, September 15,
1999 to 1999 to
March 31, 2000 March 31, 2000
Unaudited Unaudited
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities
Net profit (loss) $(8,060) $ (8,060)
Increase in accrued liabilities 8,060 8,060
Depreciation and amortization 0 0
Non-cash transactions
officer loans 0 0
Total Cash Flows from Operations 0 0
Cash Flows from Financing Activities
Sale of stock 0 0
Total Cash Flows from Financing Activities 0 0
Cash Flows from Investing Activities
Capital assets 0 0
Loan receivable
Security deposit 0 0
Total Cash Flows from Investing Activities 0 0
Net Increase (Decrease) in Cash 0 0
Cash Balance Beginning of Period $ 5,000 $5,000
Cash Balance End of Period $ 5,000 $5,000
</TABLE>
NOTES TO FINANCIAL STATEMENTS: METHOD OF PRESENTATION
The Company has been a development stage enterprise since its incorporation on
September 15, 1999 and for the three months ended March 31, 2000. During this
period, management devoted the majority of its efforts to registering with the
Securities and Exchange Commission pursuant to Sections 12(b) or (g) of the
Securities Exchange Act of 1934 (the "Exchange Act"). Management does not have
planned operations other than it anticipates that the Company will remain a
development stage enterprise until such time as it registers with the Securities
and Exchange Commission.
The Company operates on a fiscal year ending September 30.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
1. Forward-Looking Statements
The statements contained in this Report on Form 10-QSB that are not
historical facts are forward-looking statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995) that involve risks
and uncertainties. Such forward-looking statements may be identified by,
among other things, the use of forward-looking terminology such as
"believes," "expects," "may," " should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. From time to
time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in various filings made by the Company with the
Securities and Exchange Commission (the "SEC"), or press releases or oral
statements made by or with the approval of an authorized executive officer
of the Company. These forward-looking statements, such as statements
regarding anticipated future revenues, capital expenditures, Year 2000
compliance and other statements regarding matters that are not historical
facts, involve predictions. The Company's actual results, performance or
achievements could
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differ materially from the results expressed in, or implied by, these
forward-looking statements. Potential risks and uncertainties that
could affect the Company's future operating results include, but are
not limited to: (i) economic conditions, including economic conditions
related to entry into any new business venture; (ii) the availability
of equipment from the Company's vendors at current prices and levels;
(iii) the intense competition in the markets for the Company's new
products and services; (iv) the Company's ability to integrate acquired
companies and businesses in a cost-effective manner; (v) the Company's
ability to effectively implement its branding strategy; and (vi) the
Company's ability to develop, market, provide, and achieve market
acceptance of new service offerings to new and existing clients.
2. Development stage activities.
The Company has been a development stage enterprise since its
incorporation on September 15, 1999 and for the three months ended
March 31, 2000. During this period, management had devoted the majority
of its efforts to registering with the Securities and Exchange
Commission pursuant to Sections 12(b) or (g) of the Exchange Act. The
Company has incurred liabilities in the amount of $13,060 through March
31, 2000. These additional liabilities are owed to the Company's
outside legal counsel for the performance of services. Outside legal
counsel provided legal advice relating to the formation of the Company
and the finalization of its registration statement with the Securities
and Exchange Commission. The Company expects additional legal fees of
at least $2,000 will be due and payable in the next fiscal quarter. The
Company has not yet generated sufficient revenues during its limited
history to fund its expenses.
The Company operates on a fiscal year ending September 30.
3. (a) Results of operations for the period from December 31, 1999 through
March 31, 2000
For the quarterly period from December 31, 1999 through March
31, 2000, the Company generated net sales of approximately $-0-.
The Company's gross profit on sales was approximately -0-% for
the quarterly period from December 31, 1999 through March 31, 2000.
The Company incurred expenses totaling approximately $4,380
for the quarterly period from December 31, 1999 through March 31, 2000.
(b) Results of operations for the period from September 30, 1999
through March 31, 2000
For the six-month period from September 30, 1999 through March
31, 2000, the Company generated net sales of approximately $-0-.
The Company's gross profit on sales was approximately -0-% for
the six-month period from September 30, 1999 through March 31, 2000.
The Company incurred expenses totaling approximately $8,060
for the six-month period from September 30, 1999 through March 31,
2000.
(c) Results of operations for the period from September 15, 1999
through March 31, 2000
For the period from September 15, 1999 through March 31, 2000,
the Company generated net sales of approximately $-0-.
The Company's gross profit on sales was approximately $-0-%
for the period from September 15, 1999 through March 31, 2000.
The Company incurred expenses totaling approximately $8,060
for the period from September 15, 1999 through March 31, 2000.
4. Liquidity and capital resources.
The Company has maintained its liquidity of $5,000 from a cash
balance at the Company's incorporation. The Company has been funded
through the process of selling shares of common stock in a private
placement aggregating $5,000.
The Company did not expend any funds from September 30, 1999
through March 31, 2000. The Company has, however, incurred expenses and
additional liabilities totaling $8,060 from September 30, 1999 through
March 31, 2000.
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. The
Company
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incurred net losses of $8,060 for the period from September 30, 1999 to
March 31, 2000. These factors indicate that the Company's continuation
as a going concern is dependent upon its ability to obtain adequate
financing. The Company will require substantial additional funds to
finance its business activities on an ongoing basis and will have a
continuing long-term need to obtain additional financing. The Company
plans to engage in such ongoing financing efforts on a continuing
basis.
RESULTS OF OPERATIONS
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 Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company did not file a report on Form 8-K during the three months
ended March 31, 2000.
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Portal Net Limited
(Registrant)
Date: August 17, 2000 By: /s/ Kevin Sheung Wai Chan
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Director
By: /s/ Silas Sheung Kwan Chan
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Director and Secretary
