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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: June 30, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from to
Commission File No. 0-96988
Net-Matrix Limited
(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
(Address of principal executive offices)
(852) 2802-3638
(Issuer's telephone number)
Not Applicable
(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
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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
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.
Net-Matrix Limited
(a development stage company)
BALANCE SHEET AS OF JUNE 30, 2000
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
Unaudited 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-
------- -------
Total other assets -0- -0-
------- -------
Total assets $ 1,000 $ 1,000
======= =======
</TABLE>
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<TABLE>
<S> <C> <C>
Liability and Stockholders' Deficit
Current liabilities
Accounts payable and accrued expenses $ 8,680 $21,802
-------
Total liabilities $ 8,680 $21,802
======= =======
Stockholders' deficit
Class A stock-$.0001 par value,
authorized 400,000,000 shares
The number of Class A shares outstanding
at June 30, 2000 was 10,000,000 1,000 1,000
Class B stock-$.0001 par value,
authorized 100,000,000 shares
The number of Class B shares outstanding
at June 30, 2000 was 0 0 0
Additional paid in capital 100 100
Accumulated deficit during development stage 8,780 21,902
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Total stockholders' deficit $ 7,680 20,802
------- -------
Total liabilities and stockholders' deficit 1,000 1,000
======= =======
</TABLE>
Net-Matrix Limited
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the For the
Period between period between
December 31, September 15,
1999 to June 1999 to June
30, 2000 30, 2000
Unaudited Unaudited
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<S> <C> <C>
Income $ -0- $ -0-
Costs of goods sold -0- -0-
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Gross profit -0- -0-
operations:
General and
administration ($ 13,122) ($ 16,802)
Depreciation and
amortization -0- -0-
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Total expense $ (13,122) $ (16,802)
Net Profit (Loss)
from operations $ (13,122) $ (16,802)
Net income (Loss) per
share-basic 0.09 cents 0.09 cents
Total number of
shares outstanding 10,000,000 10,000,000
</TABLE>
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Net-Matrix Limited
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the For the
Period period
Between Between
December 31, September
1999 to 15, 1999
June 30, to June
2000 30, 2000
Unaudited Unaudited
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities
Net profit (loss) $(13,122) $(16,802)
Increase in accrued liabilities 13,122 16,802
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 $ 1,000 $ 1,000
Cash Balance End of Period $ 1,000 $ 1,000
</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 June 30, 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
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.
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
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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
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 June 30,
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 $21,902 through June 30, 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 April 1, 2000 through June
30, 2000
For the quarterly period from April 1, 2000 through June 30, 2000,
the Company generated net sales of approximately $-0-.
The Company's gross profit on sales was approximately -0-% for the
quarterly period from April 1, 2000 through June 30, 2000.
The Company incurred expenses totaling approximately $9,127 for the
quarterly period from April 1, 2000 through June 30, 2000.
(b) Results of operations for the period from December 31, 1999
through June 30, 2000
For the six-month period from December 31, 1999 through June 30,
2000, the Company generated net sales of approximately $-0-.
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The Company's gross profit on sales was approximately -0-% for the
six-month period from December 31, 1999 through June 30, 2000.
The Company incurred expenses totaling approximately $13,122 for the
six-month period from December 31, 1999 through June 30, 2000.
(c) Results of operations for the period from September 15, 1999
through June 30, 2000
For the period from September 15, 1999 through June 30, 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 June 30, 2000.
The Company incurred expenses totaling approximately $16,802 for the
period from September 15, 1999 through June 30, 2000.
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 December 31, 1999 through
June 30, 2000. The Company has, however, incurred expenses and additional
liabilities totaling $13,122 from December 31, 1999 through June 30, 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
incurred net losses of $13,122 for the period from December 31, 1999 to
June 30, 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.
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Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27.1 Financial Data Schedule
The Company did not file a report on Form 8-K during the three months ended
June 30, 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.
Net-Matrix Limited
(Registrant)
Date: August 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
