UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTER ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-28485
CLUBCHARLIE.COM, INC.
--------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0380343
-------- ----------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4275 EXECUTIVE SQUARE, SUITE 1180 LA JOLLA, CALIFORNIA 92037
------------------------------------------------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (877) 882-5822
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR
VALUE $.001 PER SHARE
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 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[ ]
As of July 15, 2000, there were 3,860,000 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.
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<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
<S> <C>
PART I FINANCIAL INFORMATION................................. 2
Item 1. Financial Statements.................................. 3
Balance Sheet......................................... 5
Statement of Operations for the Three Months
Ended March 31, 1999 and 2000....................... 6
Statement of Cash Flows For the Three Months
Ended March 31, 1999 and 2000....................... 7
Notes to Financial Statements
as of March 31, 2000................................ 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....... 12
PART II OTHER INFORMATION..................................... 13
Item 1: Legal Proceedings..................................... 13
Item 2: Changes in Securities................................. 13
Item 3: Defaults Upon Senior Securities....................... 13
Item 4: Submission of Matters to a Vote of Security Holders... 13
Item 5: Other Information..................................... 13
Item 6(a): Exhibits.............................................. 13
Item 6(b): Reports on Form 8-K................................... 13
SIGNATURES....................................................... 14
</TABLE>
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PART I - FINANCIAL INFORMATION
NOTE REGARDING FORWARD-LOOKING STATEMENTS.
This Form 10-QSB contains forward-looking statements within the meaning of the
"safe harbor" provisions under Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. We use forward-
looking statements in our description of our plans and objectives for future
operations and assumptions underlying these plans and objectives. Forward-
looking terminology includes the words "may," "expects," "believes,"
"anticipates," "intends," "projects," or similar terms, variations of such
terms or the negative of such terms. These forward-looking statements are based
on management's current expectations and are subject to factors and
uncertainties, which could cause actual results to differ materially from
those, described in such forward-looking statements. We expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Form 10-QSB to reflect any change
in our expectations or any changes in events, conditions or circumstances on
which any forward-looking statement is based. Factors, which could cause such
results to differ materially from those described in the forward-looking
statements, and elsewhere in, or incorporated by reference into this
Form 10-QSB.
Item 1 Financial Statements
CLUBCHARLIE. COM, INC.
(FORMERLY LOTUS ENTERPRISES, INC.)
(A Development Stage Entity)
Financial Statements
as of March 31, 2000,
For the three months ended
March 31, 1999 and 2000
and from
Inception (January 6, 1993)
through March 31, 2000
<TABLE>
TABLE OF CONTENTS
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Page
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . 1
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .5-8
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Independent Accountants' Report
To the Board of Directors
Clubcharlie.com, Inc.
We have reviewed the accompanying balance sheets of Clubcharlie.com, Inc. (a
Nevada corporation) as of March 31, 1999, and the related statements of
operations and cash flows for the three months ended March 31, 1999 and
March 31, 2000, in accordance with Statements on Standard for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Clubcharlie.com, Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted principles.
As discussed in Note 3, certain conditions indicate that the Company may be
unable to continue as a going concern. The accompanying financial statements
do not include any adjustments to the financial statements that might be
necessary should the Company be unable to continue as a going concern.
The financial statements for the year ended December 31, 1999, were audited by
us, and we expressed an unqualified opinion on them in our report dated
July 14, 2000, but we have not performed any auditing procedures since that
date.
STRABALA, RAMIREZ & ASSOCIATES, INC.
July 17, 2000
Irvine, California
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CLUBCHARLIE. COM, INC.
(FORMERLY LOTUS ENTERPRISES, INC.)
(A Development Stage Entity)
</TABLE>
<TABLE>
Balance Sheets
<CAPTION>
12/31/99 03/31/00
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash $ - $ 9,428
Due from related party 6,777 -
Prepaid expenses 13,581 -
--------- ---------
Total current assets 20,358 9,428
Screenplay rights, at cost 150,000 150,000
--------- ---------
Total Assets $ 170,358 $ 159,428
LIABILITIES AND STOCKHOLDERS'EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 149,182 214,273
Related party advance 50,000 50,000
Line of credit - 31,250
Amounts due officers and directors 27,762 22,862
--------- ---------
Total current liabilities 226,944 318,385
Related party acquisition loan for screenplay 150,000 150,000
Commitments and contingencies (See Note 3) - -
Stockholders' equity:
Common stock, $0.001 par value; 50,000,000 shares 3,860 3,860
authorized; 3,860,000 shares issued and
outstanding at December 31, 1999 and March 31, 2000
Deficit accumulated during development (210,446) (312,817)
--------- ---------
Total stockholders' equity (206,586) (308,957)
--------- ---------
Total Liabilities and Stockholders' Equity $ 170,358 $ 159,428
========= =========
<FN>
See accompanying notes and accountant's report.
</TABLE>
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CLUBCHARLIE. COM, INC.
(FORMERLY LOTUS ENTERPRISES, INC.)
(A Development Stage Entity)
<TABLE>
Statements of Operations
<CAPTION>
Three months ended Inception
--------------------- (01/06/93) to
03/31/99 03/31/00 03/31/00
--------- --------- ---------
<S> <C> <C> <C>
Revenue $ - $ - $ -
Costs and expenses
Salaries - 75,000 200,000
Marketing - - 15,273
Research and development - 2,000 20,106
Professional services - 22,688 45,069
General and administrative - 2,683 32,369
--------- --------- ---------
Net Loss $ - $(102,371) $(312,817)
========= ========= =========
Net loss per share available
to common stockholders:
Basic and Diluted $ - $ (0.03) $ (0.15)
Weighted average number of
common shares outstanding 1,860,000 3,860,000 2,106,740
<FN>
See accompanying notes and accountant's report.
</TABLE>
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CLUBCHARLIE. COM, INC.
(FORMERLY LOTUS ENTERPRISES, INC.)
(A Development Stage Entity)
<TABLE>
Statements of Cash Flows
<CAPTION>
Three months ended Inception
--------------------- (01/06/93) to
03/31/99 03/31/00 03/31/00
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities -
Net loss $ - $(102,371) $(312,817)
Adjustments to reconcile net loss to
cash used in operating activities -
Common stock issued for services - 2,000 3,860
Changes in assets and liabilities -
Increase in payables - 78,549 237,135
--------- --------- ---------
Cash provided by operating activities - (21,822) (71,822)
Cash from investing activities -
Acquisition of screenplay rights - (150,000) (150,000)
--------- --------- ---------
Cash used in investing activities - (150,000) (150,000)
Cash from financing activities -
Advances from related party - - 50,000
Loan from unrelated third party - 31,250 31,250
Loan to acquire screenplay rights - 150,000 150,000
--------- --------- ---------
Cash provided by financing activities - 181,250 231,250
Net increase in cash - 9,428 9,428
Cash, beginning of the period - - -
--------- --------- ---------
Cash, end of the period - 9,428 9,428
========= ========= =========
<FN>
Supplemental information:
No interest or taxes were paid.
2,000,000 shares of common stock were issued for services.
<FN>
See accompanying notes and accountant's report.
</TABLE>
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CLUBCHARLIE. COM, INC.
(FORMERLY LOTUS ENTERPRISES, INC.)
(A Development Stage Entity)
Notes to the Financial Statements
1. HISTORY AND OPERATIONS OF THE COMPANY.
HISTORY. The Company was organized January 6, 1993, under the laws of the State
of Nevada, as Lotus Enterprises, Inc. On February 1, 1993, the Company issued
18,600 shares of its no par value common stock for $1,860. On
December 17, 1997, the State of Nevada approved the restated Articles of
Incorporation, which changed the no par value common shares to par value of
$.001. The Company increased its authorized capitalization to 25,000,000 common
shares. Additionally, the Company approved a forward stock split on the basis
of 100:1 thus increasing the outstanding common stock from 18,600 shares to
1,860,000 shares. On April 6, 1999, the State of Nevada approved the restated
Articles of Incorporation, which increased its authorized capitalization to
50,000,000 common shares. The Company changed its name to Clubcharlie.com, Inc.
On April 16, 1999, the Company issued 2,000,000 shares of its common stock to
the three board members for services valued at $2,000.
OPERATIONS. Planned principal operations have not yet commenced; activities to
date have been limited to forming the Company, assembling a management and
consultant team, obtaining initial capitalization and searching for talent. In
accordance with Statement of Financial Accounting Standard No.7, the Company is
considered a development stage company. However, the Company owns screenplay
rights to "The Misadventures of Charlie Chance" and intends to produce and
distribute it into the wide-screen market. See Note 3.
2. SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
CASH AND CASH EQUIVALENTS. The Company includes cash on deposit and short-term
investments with original maturities less than ninety days as cash and cash
equivalents in the accompanying financial statements.
ACCOUNTING ESTIMATES. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.
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RESEARCH AND DEVELOPMENT. Research and development costs are expensed as
incurred as required by Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs."
STOCK-BASED COMPENSATION. In accordance with the provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (FAS 123), the Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
(APB 25) and related interpretations in accounting for its employee stock
option plans. Under APB 25, if the exercise price of the Company's employee
stock options equals or exceeds the fair value of the underlying stock on the
date of grant, no compensation is recognized.
INCOME TAXES. The Company has made no provision for income taxes because of
financial statement and tax losses since its inception. A valuation allowance
has been used to offset the recognition of any deferred tax assets due to the
uncertainty of future realization. The use of any tax loss carryforward
benefits may also be limited as a result of changes in Company ownership.
CONCENTRATION OF CREDIT RISK. The Company maintains cash and cash equivalents
with a single financial institution. The Company performs evaluations of the
relative credit standing of the financial institution. The Company has not
sustained losses from these instruments.
FAIR VALUE OF FINANCIAL INSTRUMENTS. The Company considers all liquid
interest-earning investments with a maturity of three months or less at the
date of purchase to be cash equivalents. Short-term investments generally
mature between three months and six months from the purchase date. All cash
and short-term investments are classified as available for sale and are
recorded at market using the specific identification method; unrealized gains
and losses are reflected in other comprehensive income. Cost approximates
market for all classifications of cash and short-term investments; realized and
unrealized gains and losses were not material.
NET LOSS PER COMMON SHARE. Basic loss per common share (Basic EPS) excludes
dilution and is computed by dividing net loss available to common shareholders
(the numerator) by the weighted average number of common shares outstanding
(the denominator) during the period. Diluted loss per common share (Diluted
EPS) is similar to the computation of Basic EPS except that the denominator is
increased to include the number of additional common shares that would have
been outstanding if the dilutive potential common shares had been issued. In
addition, in computing the dilutive effect of convertible securities, the
numerator is adjusted to add back the after-tax amount of interest recognized
in the period associated with any convertible debt. The computation of Diluted
EPS does not assume exercise or conversion of securities that would have an
anti-dilutive effect on net loss per share. All potential common shares are
anti-dilutive; therefore, Basic EPS equal Diluted EPS.
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3. COMMITMENTS AND CONTINGENCIES
LINE OF CREDIT. In February 2000, the Company obtained $100,000 a line of
credit from an unrelated third party at 10% per annum. As of March 31, 2000,
draws totaled $31,250 and $68,740 remained available; interest expense of $426
has been accrued. Principal and interest are due and payable, on demand. As
of July 14, 2000, draws on the line of credit totaled $87,500 and $12,500
remained available.
GOING CONCERN CONTINGENCY. The Company has minimal capital resources presently
available to meet obligations that normally can be expected to be incurred by
similar companies, and with which to carry out its planned activities. These
factors raise doubt about the Company's ability to continue as a going concern.
Management is seeking additional equity financing to fund planned operations;
management believes actions currently being taken provide the opportunity for
the Company to continue as a going concern. However, there is no assurance
that the Company will be able to obtain such financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
EMPLOYMENT CONTRACTS. In August 1999, the Company executed employment
contracts with two officers providing management and marketing services and
overseeing the establishment of the Company's operations. Each contract is for
a five year term with each officer earning $150,000 per year. The contract
includes an additional $600 monthly to each officer for a car allowance,
permits annual increases and is renewable. If the contract is terminated
"without cause," the Company is required to pay one year severance.
FILM PRODUCTION AND DISTRIBUTION. The Company intends to produce and
distribute the movie "The Misadventures of Charlie Chance." The Company is
presently searching for talent and negotiating production and distribution
contracts; these costs are not yet determinable.
4. RELATED PARTY TRANSACTIONS
SCREENPLAY ACQUISITION. See Note 5.
RELATED PARTY ADVANCE. The Company received an advance of $50,000 from an
uncle of an officer and director. The advance is non-interest bearing and
payable on demand.
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RENT. The officers of the Company currently work out of their own offices and
do not allocate any charges to the Company.
RESEARCH AND DEVELOPMENT. A director provides research and development
services to the Company, developing and maintaining the Company's web site. As
of March 31, 2000, the Company paid $20,106 and granted stock options of 28,000
shares for these services. See Note 6.
5. SCREENPLAY RIGHTS AND OBLIGATIONS
On July 13, 1999, the Company acquired "The Misadventures of Charlie Chance"
screenplay rights from Charlie Chance Productions, a Canadian corporation. The
screenplay, written by Zee Batal, a director and officer of the Company, owns
Charlie Chance Productions. As noted on the face of the balance sheet, the
screenplay is carried at cost, $150,000, also Charlie Chance Productions' cost
basis. As required by Statement of Financial Accounting Standards No. 53
"Financial Reporting by Producers and Distributors of Motion Picture Films,"
the Company will review the carrying value of the asset periodically, and if it
is determined that the screenplay will not be used in production, it will be
expensed in that period. If by 2003, production has not been set, costs will
be charged to production overhead.
The Company acquired the screenplay for a $150,000 non-interest bearing demand
note plus royalties of 10% of net profits. Net profits are defined as gross
receipts collected reduced by direct production services, general studio
overhead, distribution fees and distribution expenses. The due date on the
note, originally January 13, 2000, was extended to December 31, 2000. No
interest has been imputed as the note is between related parties, and is due in
less than one year.
6. STOCKHOLDERS' EQUITY
DEVELOPMENT STAGE COMPANY. Generally accepted accounting principles require
disclosing stock issued since inception for development stage companies. The
following chart summarizes shares issued from inception January 6, 1993 to
March 31, 2000.
<TABLE>
Common Stock
--------------------- Paid in
Shares Par Value Capital
--------- --------- ---------
<S> <C> <C> <C>
Balance, Inception (January 6, 1993) - $ - $ -
February 1, 1993; Shares issued for cash,
net of offering costs 18,600 - 1,860
December 17, 1997; 100:1 forward
stock split 1,841,400 - -
December 17, 1997; Change in par value
($0 t $.001) - 1,860 (1,860)
April 16, 1999; Shares issued for services 2,000,000 2,000 -
--------- --------- ---------
Balance, March 31, 2000 3,860,000 $ 3,860 $ -
========= ========= =========
</TABLE>
STOCK OPTIONS. During the year ended December 31, 1999, the Company granted
stock options to a director to purchase up to 28,000 shares of the Company's
common stock at an exercise price of $.50 per share. These options vested
immediately upon grant. As of March 31, 2000, all 28,000 options remain
outstanding.
STOCK-BASED COMPENSATION. The Company recognized no stock-based compensation
during the period ended March 31, 1999. There would be no material difference
to compensation cost had the compensation cost been computed under FAS 123.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS
SECURITIES LITIGATION REFORM ACT.
Except for the historical information contained herein, the matters discussed
in this Form 10-QSB are forward-looking statements which involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors affecting the Company's operations, markets,
products, services, prices, and other factors discussed in the Company's
filings with the Securities and Exchange Commission.
PLAN OF OPERATIONS.
We have not realized any revenue from operations. The Company generated no
revenues during the quarter ended March 31, 2000, and management does not
anticipate any revenue until following the completion and production of the
movie and the Internet affinity program.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant work has been undertaken
regarding the film and television series production, the marketing of planned
productions, and sponsorship programs.
We believe that the main sources of our revenue will be (i) film and television
series production revenues from foreign distribution and domestic theatrical,
home video, pay-per-view, pay cable and basic cable distribution; (ii)
commission or other compensation received from the sale of our products or our
corporate partners' products and services; (iii) advertising and sponsorship
revenues earned from website banner ads and web-based publications; (iv)
enrollment and annual renewal fees of as much as $10 per card holder charged by
attributing "negative point" balances to membership cards; (v) transaction fees
on any loyalty purchases made by our card holders on our website or at a point-
of sale at a participating merchant location; (vi) interest earned on money
being held by us for the future redemption of membership points; (vii) breakage
revenues received from unredeemed points; and (viii) database access fees.
Our success is materially dependent upon our ability to satisfy additional
financing requirements. We are reviewing our options to raise substantial
equity capital. In order to satisfy our requisite budget, management has held
and continues to conduct negotiations with various investors. We anticipate
that these negotiations will result in additional investment income for us. To
achieve and maintain competitiveness, we may be required to raise substantial
funds. Our forecast for the period for which our financial resources will be
adequate to support our operations involves risks and uncertainties and actual
results could fail as a result of a number of factors. We anticipate that we
will need to raise additional capital to develop, promote and conduct our
operations. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. There can be no assurance
that additional funding will be available under favorable terms, if at all. If
adequate funds are not available, we may be required to curtail operations
significantly or to obtain funds through entering into arrangements with
collaborative partners or others that may require us to relinquish rights to
certain products and services that we would not otherwise relinquish.
Liquidity and Capital Resources. The Company has cash of $9,428 as of
March 31, 2000.
At July 14, 2000, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means. The Company has borrowed funds from an
unrelated party at a nominal interest rate; the total amount drawn against this
line of borrowings is approximately $87,500 as of July 14, 2000.
Expenses. During the quarter ended March 31, 2000, the Company incurred $75,000
in salaries, $2,000 in research and development costs, and $22,688 in
professional services and $2,683 in general administrative expenses associated
with its business operations compared with $0.00 for all of these categories in
the comparable quarter of 1999.
Impact of the Year 2000. The Year 2000 (commonly referred to as "Y2K") issue
results from the fact that many computer programs were written using two,
rather than four, digits to identify the applicable year. As a result, computer
programs with time-sensitive software may recognize a two-digit code for any
year in the next century as related to this century. For example, "00", entered
in a date-field for the year 2000, may be interpreted as the year 1900,
resulting in system failures or miscalculations and disruptions of operations,
including, among other things, a temporary inability to process transactions or
engage in other normal business activities. While it is still too soon to state
positively that the Y2K transition has passed without mishap, we believe that
Y2K issues will not have a material adverse affect on our business.
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PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is not subject to any material litigation nor, to the Company's
knowledge, is any material litigation currently threatened against the Company.
Item 2. CHANGES IN SECURITIES
The Company did not issue any additional equity securities during the quarter
ended March 31, 2000 which were not registered under the Securities Act of
1933, as amended.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no matters requiring a vote put forth.
Item 5. OTHER INFORMATION
The Company participated in the OTC Bulletin Board, an electronic quotation
medium for securities traded outside of the NASDAQ Stock Market, under the
trading symbol "CLUC". The Company's common stock has closed at a low of $1/32
and a high of $2 7/16 for the 52-week period ending January 20, 2000. As of
January 21, 2000, the Company failed to comply with eligibility requirements
specified in Rule 6530 and therefore should have been delisted from the OTC
Bulletin Board on January 21, 2000. However, although the Company notified the
OTC Bulletin Board Compliance Unit of its failure to so comply, the Company was
not de-listed until March 8, 1999. The Company anticipates that it will be re-
listed to trade on the OTC Bulletin Board after the Company's Form 10-KSB has
been reviewed by the appropriate regulatory authorities.
Item 6. EXHIBIT AND REPORTS ON FORM 8-K
a) Exhibits
23.1 Independent Accountant's Consent
27.1 Financial data schedule filed herewith.
b) Reports on Form 8-K
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: July 31, 2000 By: /s/ Zee Batal
------------------
Zee Batal
President
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Date: July 31, 2000 By: /s/ Zee Batal
------------------
Zee Batal
President
Date: July 31, 2000 By: /s/ Randolf Turrow
------------------
Randolf Turrow
Director
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