UNITED STATES
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
September 30, 2000
[ ] 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 0-31505
1STOPSALE.COM HOLDINGS INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 23-3020677
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1422 Chestnut Street, Suite 410, Philadelphia, PA 19102-2510
------------------------------------------------------------
(Address of principal executive offices)
(215) 569-9176
--------------
(Issuer's telephone number, including area code)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Class Outstanding at September 30, 2000
Common Stock, par value $0.001 11,735,000
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
(Unaudited)
BALANCE SHEET
ASSETS
September 30,
2000
-------------
CURRENT ASSETS:
Cash in bank $ 6,182
-------------
Total Current Assets 6,182
-------------
Property and equipment - at cost 2,486
-------------
$ 8,668
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4,283
-------------
Total Current Liabilities 4,283
-------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
500,000 shares authorized,
0 shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
11,735,000 shares issued
and outstanding 11,735
Capital in excess of par value 46,765
Deficit accumulated during the
development stage (54,115)
-------------
Total Stockholders' Equity 4,385
-------------
$ 8,668
=============
See accompanying notes to financial statements
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
(Unaudited)
<CAPTION>
STATEMENT OF OPERATIONS
Three Months Nine Months From Inception
Ended Ended on October 5,
September 30, September 30 1999 Through
2000 2000 September 30, 2000
------------- ------------- ------------------
<S> <C> <C> <C>
REVENUE $ - $ - $ -
EXPENSES
General and Administrative (678) (1,346) (1,474)
Offering Expenses (48,589) (52,641) (52,641)
------------ ------------ ------------
LOSS BEFORE INCOME TAXES (49,267) (53,987) (54,115)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
------------ ------------ ------------
NET LOSS $ (49,267) (53,987) (54,115)
============ ============ ============
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00)
============ ============ ============
</TABLE>
See accompanying notes to financial statements
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
<CAPTION>
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON OCTOBER 5, 1999
THROUGH SEPTEMBER 30, 2000
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
--------------------- --------------------- Excess of Development
Shares Amount Shares Amount Par Value Stage Total
----------- --------- ----------- --------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, October 5, 1999 - $ - - $ - $ - $ - $ -
Issuance of 11,500,000
shares common stock for
cash at $.001 per share,
October, 1999 - - 11,500,000 11,500 - - 11,500
Net loss for the period ended
November 30, 1999 - - - - - (103) (103)
----------- --------- ----------- --------- ---------- ----------- --------
BALANCE, November 30
1999 - - 11,500,000 11,500 - (103) 11,397
Issuance of 2,500 shares
common stock for
cash at $.20 per share,
September, 2000 - - 2,500 2 498 - 500
Issuance of 232,500 shares
common stock for
services at $.20 per share,
September, 2000 232,500 233 46,267 - 46,500
Net loss for the period ended
September 30, 2000 - - - (54,012) (54,012)
BALANCE, September 30,
2000 - - 11,735,000 11,735 46,765 (54,115) 4,385
=========== ========= =========== ========= ========== =========== ==========
</TABLE>
See accompanying notes to financial statements
<TABLE>
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
(Unaudited)
<CAPTION>
STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
Nine Months From Inception
Ended on October 5,
September 30, 1999 Through
2000 September 30, 2000
------------- ------------------
<S> <C> <C>
Cash Flows Provided by Operating Activities:
Net loss $ (53,987) $ (54,115)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Common stock issued for services 46,500 46,500
Accounts payable and accrued expenses 4,283 4,386
Organization costs (103) (103)
------------- --------------
Net Cash Provided (Used) by Operating Activities (3,307) (3,332)
------------- --------------
Cash Flows Provided by Investing Activities:
Purchase of office and computer equipment (2,486) (2,486)
------------- --------------
Net Cash Provided by Investing Activities (2,486) (2,486)
------------- --------------
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock 500 12,000
------------- --------------
Net Cash Provided by Financing Activities 500 12,000
------------- --------------
Net Increase (decrease) in cash and cash equivalents (5,293) 6,182
Cash at Beginning of Period 11,475 -
------------- --------------
Cash at End of Period $ 6,182 $ 6,182
============= ==============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities: None None
</TABLE>
See accompanying notes to financial statements
1STOPSALE.COM HOLDINGS INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
1StopSale.com Holdings Inc. ("we", "us", "our") was organized under
the laws of the State of Delaware on October 5, 1999. We have not
commenced planned principal operations and we are considered a
development stage company as defined in SFAS No. 7. We are planning
to engage in building a network of Internet based retail operating
companies, joint ventures, strategic alliances and partnerships. At
the present time, we have not paid any dividends and any dividends
that may be paid in the future will depend upon our financial
requirements and other relevant factors.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management 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 reporting period. Actual results could differ from those
estimates.
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB
and Rule 10-1 of Regulation S-X of the Securities and Exchange
Commission (the "SEC"). Accordingly, these financial statements do
not include all of the footnotes required by generally accepted
accounting principles. In the opinion of management, all
adjustments (consisting of normal and recurring adjustments)
considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended
September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2000.
NOTE B - GOING CONCERN
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. We
have an accumulated deficit of $54,115 as of September 30, 2000. We
do not currently engage in business activities that provide any cash
flow, accordingly our ability to continue as a going concern is
dependent on our ability to raise capital to fund our cash
requirements until our business operations provide sufficient cash
flow. These factors among others may indicate that we will be
unable to continue as a going concern for a reasonable period of
time.
The financial statements do not include any adjustments that might
be necessary if we are unable to continue as a going concern.
NOTE C - INCOME TAXES
We have recognized losses for both financial and tax reporting
purposes and have a net operating loss carryforward of approximately
$54,115 as of September 30, 2000. Because we would establish a
valuation allowance for any deferred income tax asset, no deferred
taxes have been provided for in the accompanying financial
statements.
NOTE D - RELATED PARTY TRANSACTION
Management Compensation - As of September 2000, we have not paid any
compensation to any of our officer or director.
Office Space - We have not had a need to rent office space. An
officer/shareholder of ours is allowing us to use his offices as a
mailing address, as needed, at no expense to us.
NOTE E - LOSS PER SHARE
We compute net loss per share in accordance with SFAS No. 128
"Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting
Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS No. 128
and SAB 98, basic net loss per share is computed by dividing the
net loss available to common stockholders for the period by the
weighted average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing the net
loss for the period by the number of common and common equivalent
shares outstanding during the period. As of September 30, 2000
there were no common equivalent shares outstanding, as such, the
diluted net loss per share calculation is the same as the basic net
loss per share.
NOTE F - COMMON STOCK OFFERING
We have filed a registration statement with the SEC on Form SB-2,
which became effective August 14, 2000, for the sale of up to
5,000,000 of our common shares at $0.20 per share. The offering is
on a best-efforts, no minimum basis. As such, there will be no
escrow of any of the proceeds of the offering and we will have the
immediate use of such funds to finance our operations. As of
September 30, 2000 we have sold 2,500 shares giving us proceeds of
$500. In the month of September 2000, we issued 232,500 shares of
our common stock to six individuals in lieu of a $46,500 payment for
advertising, corporate advisory and other services.
Item 2. Management's Discussion and Analysis or Plan of
Operations.
We were only recently incorporated on October 5, 1999. We have not
commenced planned principal operations and we are considered a
development stage enterprise. We have no significant assets, no
active business operations and no results therefrom. To date, our
activities have been limited to financing and organizational
matters.
Our management's plan of operation for the next twelve months is
first to raise funds from our public stock offering (the
"offering") to investors in the States of Colorado, Georgia and
Illinois. If the offering is successful, we intend to use the
proceeds primarily to develop several fully functional, interactive
Internet books and music retail web sites, acquiring computer and
office equipment, and provide operating capital during the start up
period of operations. Also during this time, we expect to hire
several employees in the areas of web designing, Windows NT network
administration and a computer programmer proficient in Microsoft's
VisualBasic, ASP and SiteServer Commerce technologies.
Inasmuch as there is no assurance that the offering will be
successful and that we will receive any net proceeds therefrom, we
have not entered into any contractual commitments and will not do so
unless and until the offering is completed. Therefore there is
absolutely no assurance that we will be able, with the proceeds of
the offering, to successfully commence proposed business operations.
At this time, no assurances can be given with respect to the timing
of commencement of operations or the length of time after
commencement that it will be necessary to fund operations from
proceeds of the offering.
Depending on the total amount raised in the offering, we believe
that the net proceeds from the offering will provide working capital
for one year after commencement of operations. However, there is no
assurance of this. If we are unsuccessful, investors will have lost
their money and we will not attempt to pursue further efforts with
respect to such business, and it is unlikely we would have the
financial ability to do so in any event. Instead management will
call a shareholders meeting to decide whether to liquidate the
company or what direction we will pursue, if any. However, we
presently have no plans, commitments or arrangements with respect to
any other potential business venture and there is no assurance we
could become involved with any other business venture, especially
any business venture requiring significant capital.
Readers are referred to the cautionary statement, which addresses
forward-looking statements made by us.
Cautionary Statement
This Form 10-QSB, press releases and certain information provided
periodically in writing or orally by our officers or our agents
contain statements which constitute forward-looking statements
within the meaning of Section 27A of the Securities Act, as amended
and Section 21E of the Securities Exchange Act of 1934. The words
expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to
specifically identify forward-looking statements. Those statements
appear in a number of places in this Form 10-QSB and in other
places, particularly, Management's Discussion and Analysis or Plan
of Operations, and include statements regarding the intent, belief
or current expectations by us, our directors or our officers with
respect to, among other things: (i) our liquidity and capital
resources; (ii) our financing opportunities and plans and (iii) our
future performance and operating results. Investors and prospective
investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of
various factors. The factors that might cause such differences
include, among others, the following: (i) any material inability of
us to successfully internally develop our products; (ii) any adverse
effect or limitations caused by Governmental regulations; (iii) any
adverse effect on our positive cash flow and abilities to obtain
acceptable financing in connection with our growth plans; (iv) any
increased competition in business; (v) any inability of us to
successfully conduct our business in new markets; and (vi) other
risks including those identified in our filings with the Securities
and Exchange Commission. We undertake no obligation to publicly
update or revise the forward looking statements made in this Form
10-QSB to reflect events or circumstances after the date of this
Form 10-QSB or to reflect the occurrence of unanticipated events.
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.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
-- EX-27 Financial Data Schedule (For SEC purposes only).
(b) Reports on Form 8-K
<TABLE>
<CAPTION>
Form Item # Description Filing Date
---- ------ ----------- -----------
<S> <C> <C> <C>
Form 8-K 5 Appointment of Holladay Stock September 21, 2000
Transfer, Inc. as our transfer
agent and registrar and the
assignment of a Corporate
CUSIP number.
Form 8-K 5 Our telephone number has September 28, 2000
changed to a new number.
</TABLE>
SIGNATURES
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.
1STOPSALE.COM HOLDINGS INC.
[Registrant]
By: /s/ William Tay
---------------------------
William Tay
President & Chief Executive Officer
Dated: November 8, 2000
