U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
[ ] Transition report under section 13 or 15(d)
of the Exchange Act.
COMMISSION FILE NUMBER 0-27837
LAKSHMI ENTERPRISES, INC.
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4738432
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4275 EXECUTIVE SQUARE SUITE 1100, LA JOLLA, CA 92037
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(858) 558-8450
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(ISSUER'S TELEPHONE NUMBER)
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 X NO
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As of May 8, 2000, there were 2,000,000 shares of Common Stock, $0.001 par
value, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one)
YES NO X
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<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements
BALANCE SHEET AS OF MARCH 31, 2000 2
STATEMENT OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 2000 AND FOR THE
PERIOD FROM MAY 9, 1997 (INCEPTION) TO
MARCH 31, 2000 3
STATEMENT OF CASH FLOWS FOR THE THREE
MONTHS ENDED MARCH 31, 2000 AND FOR THE
PERIOD FROM MAY 9, 1997 (INCEPTION) TO
MARCH 31, 2000 4
NOTES TO FINANCIAL STATEMENTS 5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 5. Other Information 8
Item 6. Exhibits and Reports filed on Form 8-K 9
Signatures 10
1
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
March 31,
December 31, 2000
1999 (Unaudited)
---------------- --------------
TOTAL ASSETS $ - $ -
- ------------ ================ ==============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to stockholder $ 7,539 $ 15,689
---------------- --------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value,
8,000,000 shares authorized, none
issued and outstanding - -
Common stock, $0.001 par value,
100,000,000 shares authorized,
2,000,000 issued and outstanding 2,000 2,000
Additional paid-in capital 18,010 18,010
Accumulated deficit during
development stage (27,549) (35,699)
---------------- --------------
TOTAL STOCKHOLDERS' DEFICIENCY (7,539) (15,689)
---------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
- ------------------------------------
DEFICIENCY $ - $ -
---------- ================ ==============
See accompanying notes to financial statements
2
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
MAY 9, 1997
(INCEPTION) FOR THE THREE
TO MARCH 31, MONTHS ENDED
2000 MARCH 31, 2000
-------------- --------------
REVENUES $ - $ -
-------------- --------------
EXPENSES
Accounting fees 6,000 2,000
Bank charges 161 -
Consulting fees 13,888 -
Legal fees 10,250 3,000
Rent 3,900 2,400
Office supplies 750 750
Stock transfer fee 750 -
-------------- --------------
NET LOSS $ (35,699) $ (8,150)
- --------
============== ==============
Net loss per share - basic and diluted $ (0.03) $ (0.004)
============== ==============
Weighted average number of shares
outstanding during the period -
basic and diluted 1,352,195 2,000,000
============== ==============
See accompanying notes to financial statements
3
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
MAY 9, 1997 FOR THE THREE
(INCEPTION) TO MONTHS ENDED
MARCH 31, 2000 MARCH 31, 2000
------------------ ---------------
Cash flows from operating activities
Net loss $ (35,699) $ (8,150)
Decrease in accounts receivable 10 -
------------------ ---------------
Net cash used in operating activities (35,689) (8,150)
Cash flows from financing activities
Proceeds from issuance of common
stock 20,000 -
Loan proceeds from principal
stockholder 15,689 8,150
------------------ ---------------
Net cash provided by financing
activities 35,689 8,150
------------------ ---------------
NET INCREASE IN CASH - -
CASH AND CASH EQUIVALENTS - BEGINNING - -
------------------ ---------------
CASH AND CASH EQUIVALENTS - ENDING $ - $ -
================== ===============
See accompanying notes to financial statements
4
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A)Organization and Description of Business
Lakshmi Enterprises, Inc. (a development stage company) (the
"Company") was incorporated in the State of Delaware on May 9,
1997 to serve as a vehicle to effect a merger, exchange of capital
stock, asset acquisition or other business combination. At March
31, 2000, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's
formation and fund raising,
The Company's ability to commence operations is contingent upon
its ability to identify a prospective target business and raise
the additional capital it will require through the issuance of
equity securities, debt securities, bank borrowings or a
combination thereof.
(B) Basis of Presentation
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles, and
the rules and regulations of the Securities and Exchange
Commission for interim financial information. Accordingly, they do
not include all the information necessary for a comprehensive
presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which
are necessary for a fair financial statements presentation. The
results for the interim period are not necessarily indicative of
the results to be expected for the year.
In addition, the accompanying financial statements do not include
the statement of operations or cash flows for the three months
ended March 31, 1999 since the Company was inactive during this
period.
For further information, refer to the financial statements and
footnotes included in the Company's Form 10-SB/A for the year
ended December 31, 1999.
5
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(C) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required 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 reported period. Actual results could
differ from those estimates.
(D) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at time of purchase to be cash equivalents.
(E) Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 109. "Accounting for Income Taxes" ("Statement
No.109"). Under Statement No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There was no current income tax expense due to the
Company's operating losses. The deferred tax asset of
approximately $6,900 arising from the Company's net operating loss
carryforward at March 31, 2000 has been fully offset by a
valuation allowance.
(F) Earnings Per Share
Net loss per common share for the three months ended March 31,
2000 and for the period from May 9, 1997 (inception) to March 31,
2000 is computed based upon the weighted average common shares
outstanding as defined by Financial Accounting Standards No. 128
"Earnings Per Share". There were no common stock equivalents
outstanding at March 31, 2000.
6
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
The loan payable to a stockholder is a non-interest-bearing loan
payable to PageOne Business Productions, LLC. The amount is due and
payable on demand.
NOTE 3 STOCKHOLDERS' EQUITY
The Company was originally authorized to issue 2,000 shares of common
stock at no par value. The Company issued 500 and 1,500 shares to
AppleTree Investment Company, Ltd. and PageOne Business Productions,
LLC, respectively.
In 1994 management filed an amendment to the articles of
incorporation with the State of Delaware, which increased the number
of authorized common shares to 100,000,000, effected a 375 to 1 split
of the 2000 previously issued common shares and created 8,000,000
authorized shares of preferred stock, of which the issuance, rights
and other terms are to be determined by the Company's Board of
Directors. In addition, the par value of the common stock was changed
to $0.001 per share and the par value of the new preferred stock was
set at $0.001 per share.
In February 2000, the Company's Board of Directors approved a 2.6667
to 1 split of the 750,000 previously issued and outstanding common
shares.
The financial statements at March 31, 2000 give effect to the common
stock splits, new authorized share amounts, and par values enumerated
in the amended certificate of incorporation and Board of Directors
resolutions.
NOTE 4 GOING CONCERN
As reflected in the accompanying financial statements, the Company
had a net loss of $35,699, a working capital deficiency of $15,689
and has not generated any revenues since it does not yet have an
operating business. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
capital and implement its business plan. The financial statements do
not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
The Company intends to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition, or other business
combination. Management believes that actions presently being taken
provide the opportunity for the Company to continue as a going
concern.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this report. For the period since inception (May 9, 1997) through March 31,
2000, during the Company's development stage, the Company has a zero cash
balance, and has generated a net loss of ($35,699).
FINANCIAL CONDITION AND LIQUIDITY
The Company has a working capital deficiency of $15,689 and has an ongoing
need to finance its activities. To date, the Company has funded these cash
requirements by offering and selling its Common Stock, in addition to cash
advances from a current stockholder, and has issued 2,000,000 shares of Common
Stock for net proceeds of $20,000. Operating costs for the current period were
funded by a loan from a stockholder.
PART II OTHER INFORMATION
Item 5. Other Information
Change in Control of Registrant.
In March 2000, Appletree Investment Company, Ltd., sold 119,100 of
its 500,000 shares of the Company's Common Stock, and PageOne Business
Productions, LLC, sold 1,455,900 of its 1,500,000 shares of the Company's Common
Stock. The total 1,575,000 shares sold, which amount reflects a 2.66666667 for
one forward stock split effected in February 2000, represented 78.75% of the
issued and outstanding shares of the Company's Common Stock. The 1,575,000
shares were sold to the following parties (collectively referred to herein as
the "Control Group"), with the number of shares purchased and the percentage
ownership of the outstanding shares of Common Stock of the Company for each
party set forth opposite their names:
Name Number of Shares Percentage
- ---- ---------------- ----------
Seong Ik Jang 740,000 37%
Jeong S. Park 300,000 15%
SK Global America, Inc. 230,000 11.5%
British Columbia Capital 305,000 15.25%
Management, Inc.
----------- ----------
Total 1,575,000 78.75%
8
<PAGE>
A total of $230,000 was paid for the Control Group Common Stock, of
which $184,000 was paid from the personal funds of Seong Ik Jang and $46,000 was
paid from the personal funds of Jeong S. Park.
Although there is no written agreement amongst the members of the
Control Group, such members may be deemed to be affiliates and members of a
group.
It is expected that the current officers and directors of the Company
will resign and the Control Group will elect new directors who will appoint new
officers of the Company.
Item 6. Exhibits and Reports filed on Form 8-K
(a) Exhibits
Exhibit No. Description
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27 Financial Data Schedule
(b) Reports on Form 8-K
None.
9
<PAGE>
SIGNATURES
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In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
LAKSHMI ENTERPRISES, INC.
-------------------------
Registrant
May 18, 2000 By: /s/ Timothy Hipsher
------------ --------------------------------
Director
10
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
27 Financial Data Schedule
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
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<CURRENT-LIABILITIES> 15,689
<BONDS> 0
0
0
<COMMON> 2,000
<OTHER-SE> (17,689)
<TOTAL-LIABILITY-AND-EQUITY> 0
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<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,150
<LOSS-PROVISION> 0
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<INCOME-PRETAX> (8,150)
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<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,150)
<EPS-BASIC> (0.00)
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