UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended - June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission File Number
0-27837
LAKSHMI ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 95-4738432
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
110 E. 55th Street, New York, NY 10022
(Address of principal executive offices)
(212) 906-8155
(Issuer's telephone number)
4275 Executive Square Suite 1100, La Jolla, CA 92037
(Former address)
Check whether the issuer (1) filed all reports required to be filed by Section
12, 13 or 15 (d) of the Exchange Act during the past 12 months (or 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 __
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of December 21, 2000: 12,000,000 shares $ .001 par value common
stock.
Transitional Small Business Disclosure Format (check one) Yes No X
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
PAGE
PART I. Financial Information
Item 1. Financial Statements
Unaudited Balance Sheet
at June 30, 2000 3
Unaudited Statements of
Operations for the three months
ended June 30, 2000 and 1999 4
Unaudited Statements of
Operations for the six months
ended June 30, 2000 and 1999 5
Unaudited Statement of
Changes in Stockholders Deficiency 6
Unaudited Statements of Cash
Flows for the six months ended
June 30, 2000 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis
or Plan of Operation 10
PART II. Other Information 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
ASSETS
June 30, 2000 December 31,
(Unaudited) 1999
-------------- --------------
<S> <C> <C>
TOTAL ASSETS $ - $ -
------------ ============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to stockholder $ 19,189 $ 7,539
-------------- --------------
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, 12,000,000 and 2,000,000
issued and outstanding 12,000 2,000
Additional paid-in capital 18,010 18,010
Accumulated deficit during development stage (39,199) (27,549)
-------------- --------------
( 9,189) (7,539)
Less stock subscriptions receivable (10,000) -
-------------- --------------
TOTAL STOCKHOLDERS' DEFICIENCY (19,189) (7,539)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ - $ -
---------------------------------------------- ============== ==============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three For the Three
Months Ended Months Ended
June 30, 2000 June 30, 1999
----------------- ---------------
<S> <C> <C>
REVENUES $ - $ -
----------------- ---------------
EXPENSES
Accounting fees 3,500 2,500
Bank charges - 38
Consulting fees - 8,700
Legal fees - 7,250
Office supplies - -
Rents - 1,500
Stock transfer fee - -
----------------- ---------------
TOTAL OPERATING EXPENSES 3,500 19,988
----------------- ---------------
NET INCOME (LOSS) $ (3,500) $ (19,988)
----------------- ================= ===============
Net loss per common share
- basic and diluted $ - $ (.01)
================= ===============
Weighted average number of common
shares outstanding -
basic and diluted 12,000,000 2,000,000
================= ===============
</TABLE>
See accompanying notes and accountant's report.
4
<PAGE>
<TABLE>
<CAPTION>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (Continued)
(UNAUDITED)
For the Period
For the Six For the Six From May 9, 1997
Months Ended Months Ended (Inception) to
June 30, 2000 June 30, 1999 June 30, 2000
--------------- ------------- ----------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
--------------- ------------- ----------------
EXPENSES
Accounting fees 5,500 2,500 9,500
Bank charges - 38 161
Consulting fees - 8,700 13,888
Legal fees 3,000 7,250 10,250
Office supplies 2,400 - 750
Rents 750 1,500 3,900
Stock transfer fee - - 750
--------------- --------------- ---------------
TOTAL OPERATING EXPENSES 11,650 19,988 39,199
--------------- --------------- ---------------
NET INCOME (LOSS) $ (11,650) $ (19,988) $ (39,199)
----------------- =============== =============== ===============
Net loss per common share
- basic and diluted $ - $ (.01) $ (.02)
=============== =============== ===============
Weighted average number of common
shares outstanding -
basic and diluted 8,022,099 1,477,778 2,381,720
=============== =============== ===============
</TABLE>
See accompanying notes and accountant's report.
5
<PAGE>
<TABLE>
<CAPTION>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY
(UNAUDITED)
ACCUMULATED
ADDITIONAL DEFICIT DURING LESS
COMMON STOCK PAID-IN DEVELOPMENT SUBSCRIPTIONS
SHARES AMOUNT CAPITAL STAGE RECEIVABLE TOTAL
---------- --------- ----------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Common stock issued for cash 1,000,000 $ 1,000 $ (990) $ - $ - $ 10
---------- --------- ----------- -------------- ------------- -----------
Balance, December 31, 1997 1,000,000 1,000 (990) - - 10
---------- --------- ----------- -------------- ------------- -----------
Balance, December 31, 1998 1,000,000 1,000 (990) - - 10
Common stock issued for cash 1,000,000 1,000 19,000 - - 20,000
Net loss for the year ended
December 31, 1999 - - - (27,549) - (27,549)
---------- --------- ----------- -------------- ------------- -----------
Balance, December 31, 1999 2,000,000 2,000 18,010 (27,549) - (7,539)
Common stock issued for
subscription receivable 10,000,00 10,000 - - (10,000) -
Net loss for the six months ended
June 30, 2000 (11,650) - (11,650)
---------- --------- ----------- -------------- ------------- -----------
BALANCE,
---------
JUNE 30, 2000 12,000,000 $ 12,000 $ 18,010 $ (39,199) $ (10,000) $ (19,189)
------------------ ========== ========= =========== ============== ============= ===========
</TABLE>
See accompanying notes and accountant's report.
6
<PAGE>
<TABLE>
<CAPTION>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the
Period From
May 9, 1997
For the Six Months For the Six Months (Inception) to
Ended June 30, 2000 Ended June 30, 1999 June 30, 2000
------------------- ------------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (11,650) $ (19,988) $ (39,199)
------------------- ------------------- --------------
Net cash used in operating activities (11,650) (19,988) (39,199)
------------------- ------------------- --------------
Cash flows from financing activities
Proceeds from issuance of common stock - 20,000 20,010
Loan proceeds from principal stockholder 11,650 - 19,189
------------------- ------------------- --------------
Net cash provided by financing activities 11,650 20,000 39,199
------------------- ------------------- --------------
NET INCREASE IN CASH - 12 -
CASH AND CASH EQUIVALENTS - BEGINNING - - -
------------------- ------------------- --------------
CASH AND CASH EQUIVALENTS - ENDING $ - $ 12 $ -
================== =================== ===============
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
----------------------------------------------------------------------
During the six months ended June 30, 2000, the Company issued shares of its
restricted common stock in exchange for subscriptions receivable totaling
$10,000.
See accompanying notes and accountant's report.
7
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 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 June 30, 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.
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.
(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.
8
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(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 $13,300 arising from
the Company's net operating loss carryforward at June 30, 2000 has
been fully offset by a valuation allowance.
(F) Earnings Per Share
Net loss per common share for the six and three months ended June 30,
2000 and for the period from May 9, 1997 (inception) to June 30, 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 June 30,
2000.
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
The loan payable to a stockholder is a non-interest-bearing loan
payable to Jeong S. Park. The amount is due and payable on demand.
9
<PAGE>
LAKSHMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
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.
In March 2000, the Company approved and subsequently issued 10,000,000
shares of restricted common stock to two individuals in consideration
for a planned assignment to the Company of a patented internet service
technology. Since the assignment of this patent has not been
completed, the value of this issued stock has been shown as a
subscription receivable in the stockholders deficiency section of the
balance sheet.
The financial statements at June 30, 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
accumulated net losses of $39,199, a working capital deficiency of
$19,189 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.
10
<PAGE>
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The information contained in this Item 2, Management's Discussion and Analysis
or Plan of Operation, contains "forward looking statements" within the meaning
of Section 27A of the Securities Act 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Investors are cautioned that all
forward looking statements involve risks and uncertainty, including without
limitation, the ability of the Company to continue its expansion strategy,
changes in costs of raw materials, labor, and employee benefits, as well as
general market conditions, competition and pricing. Actual results may
materially differ from those projected in the forward looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual future
results will not be different from the expectations expressed in this report. In
light of the significant uncertainties inherent in the forward looking
statements included herein, the inclusion of such information should not be
regarded as a presentation by the Company or any other person that the
objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to Lakshmi Enterprises, Inc., a
Delaware corporation and its predecessors, unless the context indicates
otherwise. The Company is currently a shell company whose purpose is to acquire
operations through an acquisition or merger or to begin its own start-up
business.
The Company is in the process of attempting to identify and acquire a favorable
business opportunity. The Company has reviewed and evaluated a number of
business ventures for possible acquisition or participation by the Company. The
Company has not entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction as of the date of
this filing. The Company continues to investigate, review, and evaluate business
opportunities as they become available and will seek to acquire or become
engaged in business opportunities at such time as specific opportunities
warrant.
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 June 30, 2000,
during the Company's development stage, the Company has a zero cash balance, and
has generated a net loss of ($39,199).
11
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY:
The Company has total current assets of $0 and total assets of $0. The Company
has a working capital deficiency of $19, 189 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 current
stockholders. 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, the Company issued 8,000,000 shares of restricted Common Stock,
$.001 par value, to Seong Ik Jang and 2,000,000 shares of restricted Common
Stock, $.001 par value, to Jeong S. Park.
In June 2000, Timothy Hipsher resigned as the sole director and officer of the
Company, and Jeong S. Park has been appointed as the new sole director and
officer of the Company.
CORRECTIONS TO THE FORM 10-QSB FILED FOR THE THREE MONTHS ENDED MARCH 31, 2000
(the "Previous Filing")
In the Previous Filing, the Company mistakenly reported Seong Ik Jang as the
purchaser of 740,000 shares of Common Stock, $.001 par value. Only 190,000
shares of Common Stock, $.001 par value were issued to Seong Ik Jang, and the
other 550,000 shares of Common Stock, $.001 par value, were issued to Kyoung Tae
Seo. Furthermore, Jeong S. Park was mistakenly reported as the purchaser of
300,000 shares of Common Stock, $.001 par value, when in actuality, it was Mira
Han, to whom the 300,000 shares of Common Stock, $.001 par value, were issued.
ITEM 6. Exhibits and Reports filed on Form 8-K
(a) Exhibits
Exhibit No. Description
27 Financial Data Schedule
(b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Security 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
December 21, 2000 By: /s/ Jeong S. Park
------------------------------
Director
13
