<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: December 31, 1999
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission File No. 0-96988
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Net-Matrix Limited
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(Exact name of small business issuer as
specified in its charter)
British Virgin Islands N/A
- -------------------------------- -------------------
(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]
APPLICABLE ONLY TO CORPORATE ISSUERS
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State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:
10,000,000 common stock, $.0001 par value
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Transitional Small Business Disclosure Format (check one).
Yes [ ] No [X]
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 11,2000.
Net-Matrix Limited
(a development stage company)
BALANCE SHEET AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
September 30, December 31,
1999 1999
Audited Unaudited
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<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 1,000 $ 1,000
Total current assets $ 1,000 $ 1,000
======= =======
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 $ 1,000 $ 1,000
======= =======
Liability and Stockholders' Deficit
Current liabilities
Accounts payable and accrued expenses $ 5,000 $ 8,680
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Total liabilities $ 5,000 $ 8,680
======= =======
Stockholders' deficit
Common stock-$.0001 par value,
authorized 400,000,000 shares
The number of shares outstanding
at December 31, 1999 was 10,000,000 1,000 1,000
Additional paid in capital $ 100 $ 100
Accumulated deficit during development stage $(5,100) $(8,780)
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Total stockholders' deficit $(4,000) $(7,680)
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Total liabilities and stockholders' deficit $ 1,000 $ 1,000
======= =======
</TABLE>
<PAGE> 3
Net-Matrix Limited
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the quarter For the quarter
ended ended
December 31, December 31,
1998 1999
Unaudited Unaudited
--------------- ---------------
<S> <C> <C>
Income $ -0- $ -0-
Costs of goods sold -0- -0-
----- -------------
Gross profit -0- -0-
operations:
General and
administration -0- $ (3,680)
Depreciation and
amortization -0- -0-
----- -------------
Total expense $ (3,680)
Net Profit (Loss)
from operations $ (0) $ (3,680)
Net income (Loss) per
share-basic $ (0) 0.0368 cents
Total number of
shares outstanding -0- 10,000,000
</TABLE>
<PAGE> 4
Net-Matrix Limited
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the quarter For the quarter
ended ended
December 31, December 31,
1998 1999
Unaudited Unaudited
--------------- ---------------
<S> <C> <C>
Cash Flows from Operating Activities
Net profit (loss) $ 0 $(3,680)
Increase in accrued liabilities $3,680
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 0 $ 1,000
Cash Balance End of Period 0 $ 1,000
</TABLE>
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 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
<PAGE> 5
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
December 31, 1999. 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 Securities Exchange
Act of 1934 (the "Exchange Act"). The Company has incurred liabilities
in the amount of $3,680 through December 31, 1999. 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.
3. Results of operations for the period from September 30, 1999 through
December 31, 1999
For the quarterly period from September 30, 1999 through
December 31, 1999, the Company generated net sales of approximately
$-0-.
The Company's gross profit on sales was approximately -0-% for
the quarterly period from September 30, 1999 through December 31, 1999.
The Company's overhead costs aggregated approximately $-0- for
the quarterly period from September 30, 1999 through December 31, 1999.
4. Liquidity and capital resources.
The Company has maintained its liquidity of $1,000 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 $1,000.
The Company did not expend any funds from September 30, 1999
through December 31, 1999. The Company has, however, incurred expenses
and additional liabilities totaling $3,680 from September 30, 1999
through December 31, 1999.
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 incurred net losses of $3,680 for the period from September 30,
1999 to December 31, 1999. 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.
<PAGE> 6
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 December 31, 1999.
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.
Net-Matrix Limited
(Registrant)
Date: February 14, 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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NET-MATRIX
LIMITED FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> SEP-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 8,680
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,680
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
