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 0-27995
EINSURE NETWORKS CORPORATION
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4714549
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
14724 Ventura Blvd. Floor 2, Sherman Oaks, CA 91403
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 971-5184
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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 1,000,000 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>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements
BALANCE SHEET AS OF MARCH 31, 2000 2
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
NOVEMBER 25, 1998 (INCEPTION) TO MARCH 31, 2000 3
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHES
ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
NOVEMBER 25, 1998 (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 6. Exhibits and Reports filed on Form 8-K 8
Signatures 9
1
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
March 31,
December 31, 2000
1999 (Unaudited)
---------------- --------------
ASSETS
Cash $ 350 $ 305
---------------- --------------
TOTAL ASSETS $ 350 $ 305
- ------------ ================ ==============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable - related party $ 8,928 $ 17,078
---------------- --------------
TOTAL LIABILITIES 8,928 17,078
---------------- --------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $.01 par value,
100,000 shares authorized
none issued and outstanding - -
Common stock, $.001 par value,
10,000,000 shares authorized
1,000,000 issued and outstanding 1,000 1,000
Accumulated deficit during
development stage (9,578) (17,773)
---------------- --------------
TOTAL STOCKHOLDERS' DEFICIENCY (8,578) (16,773)
---------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 350 $ 305
- ----------- ================ ==============
See accompanying notes to financial statements.
2
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the
Three
November 25, Months
1998 Ended
(Inception) to March 31,
March 31, 2000 2000
---------------- -------------
INCOME $ - $ -
---------------- -------------
EXPENSES
Accounting fees 2,500 2,000
Bank service charge 165 45
Consulting fees 388 -
Legal fees 10,000 3,000
Licenses, fees and permits 362 -
Office expense 1,958 750
Rent 2,400 2,400
---------------- -------------
NET LOSS $ (17,773) $ (8,195)
- -------- ================ =============
NET LOSS PER SHARE - BASIC AND
DILUTED $ (0.0244) $ (0.0082)
================ =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DURING THE
PERIOD - BASIC AND DILUTED 728,195 1,000,000
================ =============
See accompanying notes to financial statements.
3
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
November 25,
1998 For the Three
(Inception) to Months Ended
March 31, 2000 March 31, 2000
--------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (17,773) $ (8,195)
Adjustments to reconcile net
loss to net cash used in
operating activities: - -
--------------- ---------------
Net cash used in operating (17,773) (8,195)
activities
--------------- ---------------
CASH FLOWS FROM INVESTING
ACTIVITIES: - -
--------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Loan payable - related party 17,078 8,150
Proceeds from issuance of
common stock 1,000 -
--------------- ---------------
Net cash provided by
financing activities 18,078 8,150
--------------- ---------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 305 (45)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - 350
--------------- ---------------
CASH AND CASH EQUIVALENTS -
- ---------------------------
END OF PERIOD $ 305 $ 305
- -------------- =============== ===============
See accompanying notes to financial statements.
4
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
eInsure Networks Corporation (a development stage company) ("the Company")
was incorporated in Delaware on November 25, 1998 to engage in an
internet-based business. At March 31, 2000, the Company had not yet
commenced any revenue-generated operations, and all activity to date
relates to the Company's formation, proposed fund raising, and business
plan development.
The Company's ability to commence revenue-generating operations is
contingent upon its ability to implement its business plan and raise the
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 consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and
the rules and regulation of the Securities and Exchange Commission for
interim financial information necessary for a comprehensive presentation
of financial position and results of operations.
In Management's opinion, however that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a
fair financial statement 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" Form 10-KSB for the year ended December 31, 1999.
5
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
(C) Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure 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 could differ from those
estimates.
(D) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less 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 109"). Under Statement 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 were no current or deferred income tax expense
or benefits due to the Company not having any material operations for the
three months ended March 31, 2000.
(F) Loss Per Share
Net loss per common share for the three months ended March 31, 2000 and
for the period from November 25, 1998 (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>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 2 - LOAN PAYABLE - RELATED PARTY
The loan payable - related party is a non-interest-bearing loan payable to
PageOne Business Productions, LLC arising from funds advanced to the
Company. The amount is due and payable upon demand.
NOTE 3 - STOCKHOLDERS' DEFICIENCY
(A) Preferred Stock
The Company is authorized to issue 100,000 shares of preferred stock at
$.01 par value, with such designations, preferences, limitations and
relative rights as may be determined from time to time by the Board of
directors. No preferred shares have been issued as of March 31, 2000. (B)
Common Stock
The Company is authorized to issue 10,000,000 shares of common stock at
$.001 par value. The Company issued 900,000 and 100,000 shares to Apple
Tree Investment Company, Ltd. and PageOne business Productions, LLC,
respectively.
NOTE 4 - GOING CONCERN
As reflected in the accompanying financial statements, the Company has
accumulated losses of $17,773 since inception, a working capital
deficiency of $16,773, and has not generated any revenues since it has not
yet implemented its business plan. 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 implement its business plan and is seeking funding
through the private placement of its equity or debt securities or may seek
a combination with another company already engaged in its proposed
business. Management believes that actions presently 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 (November 25, 1998) through March
31, 2000, during the Company's development stage, the Company has a positive
cash balance of $305.00, and has generated a net loss of ($17,773).
FINANCIAL CONDITION AND LIQUIDITY
The Company has a working capital deficiency of $16,773 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, and has issued 1,000,000 shares of Common
Stock for net proceeds of $1,000. The Company expects to fund its immediate
needs through private placements of its securities and may seek a suitable
business combination. Operating costs for the current period were funded by a
loan from a stockholder.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
PART II OTHER INFORMATION
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.
8
<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.
EINSURE NETWORKS CORPORATION
----------------------------
Registrant
May 15, 2000 By: /s/ James P. Walters
------------ --------------------------------
James P. Walters
Chief Financial Officer
(Principal Financial Officer)
9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
27 Financial Data Schedule
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 305
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 305
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 305
<CURRENT-LIABILITIES> 17,078
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> (17,773)
<TOTAL-LIABILITY-AND-EQUITY> 305
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,195
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,195)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,195)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
