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 Quarter 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 No 1-15613
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RICH HOLDINGS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Nevada 13-4025362
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(State or other jurisdiction (IRS Employer ID Number)
of incorporation or organization)
515 Madison Avenue, 21st Floor, New York, NY 10022
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(Address of principal executive offices)
(212) 355-3932
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(Issuer's Telephone Number)
N/A
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Former name, former address and former fiscal year, if changed since last report
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 October 31, 2000, the issuer had 2,260,000 shares of common stock, par
value $.001 per share issued and outstanding.
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PART I
Item 1. Financial Statements
BRANCH OFFICE TEL 212-840-2595
20 LEBANON ROAD FAX 212-840-7239
SCARSDALE, NY 10583-7122 www.lwccpa.com
914-723-3376
Livingston, Wachtell & Co., LLP
Certified Public Accountants
1140 Avenue of the Americas
New York, NY 10036-5803
LEONARD L. EIGER, C.P.A. JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A. THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A. HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A. IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.
Board of Directors
Rich Holding Group, Inc.
515 Madison Ave., 21st Floor
New York, N.Y. 10022
ACCOUNTANTS' REVIEW REPORT
We have reviewed the accompanying balance sheet of Rich Holding Group,
Inc. (a development stage enterprise) at September 30, 2000 and the related
statement of operations, deficit, and cash flow from April 19, 2000 (date of
inception) to September 30, 2000, in accordance with Statements on Standards 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 Rich Holding Group, 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 examination 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 reviews, we are not aware of any material modifications
that should be made to the accompanying statements in order for them to be in
conformity with generally accepted accounting principles.
New York, New York
November 10, 2000
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RICH HOLDING GROUP INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 2000
ASSETS
CURRENT ASSETS
Cash ........................................... $ 2,314
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TOTAL ASSETS ................................... $ 2,314
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LIABILITIES AND STOCKHOLDERS DEFICIENCY
LIABILITIES
Accounts Payable and Accrued Expenses .......... $ 13,974
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TOTAL LIABILITIES ...................... 13,974
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STOCKHOLDERS DEFICIENCY
Common stock - $0.0001 par value, .............. 226
20,000,000 shares authorized,
2,260,000 shares issued & outstanding
Additional Paid - in capital ................... 2,034
Deficit Accumulated During the Development Stage (11,901)
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(9,641)
Stock Subscription Receivable .................. (2,019)
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TOTAL STOCKHOLDERS DEFICIENCY .......... (11,660)
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TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY .. $ 2,314
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See accountants' review report and accompanying notes to the financial statem
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<TABLE>
<CAPTION>
RICH HOLDING GROUP INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND STOCKHOLDERS DEFICIENCY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND
FROM INCEPTION ( APRIL 19, 2000 ) TO SEPTEMBER 30, 2000
4/19/00
Three Months ( Inception )
Ended to
09/30/00 09/30/00
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<S> <C> <C>
Consulting Fees .............................................................. $ 0 $ 0
Selling and Administrative Expenses .......................................... 5,911 11,472
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Operating Loss .......................................................... (5,911) (11,472)
Provision For Income Taxes ................................................... 0 0
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Net Loss ................................................................ ($ 5,911) ($ 11,472)
Stockholders Deficiency At Beginning Of Period ............................... (5,749) (188)
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Stockholders Deficiency At End Of Period ..................................... ($ 11,660) ($ 11,660)
============ ===========
Net Loss Per Share Of Common Stock ........................................... ($ 0.0026) ($ 0.0054)
============ ===========
Weighted Average Number of Common Shares Outstanding ........................ 2,260,000 2,119,152
============ ===========
See accountants' review report and accompanying notes to the financial statements.
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<CAPTION>
RICH HOLDING GROUP INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND
FROM INCEPTION ( APRIL 19, 2000 ) TO SEPTEMBER 30, 2000
4/19/00
Three Months (Inception)
Ended to
09/30/00 09/30/00
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<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss ...................................................................... ($ 5,911) ($11,472)
Changes in Assets and Liabilities:
Accounts Receivable* .................................................. 0 12,812
Accounts Payable & Accrued Expenses ................................... 1,499 974
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CASH PROVIDED BY OPERATING ACTIVITIES ......................................... (4,412) 2,314
NET INCREASE (DECREASE) IN CASH .................................................... (4,412) 2,314
CASH AT BEGINNING OF PERIOD ........................................................ 6,726 0
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CASH AT END OF PERIOD .............................................................. $ 2,314 $ 2,314
=========== =========
</TABLE>
* The Company merged with RC Holding Corp. on April 21, 2000.
See accountants' review report and accompanying
notes to the financial statements.
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RICH HOLDING GROUP, INC.
NOTES TO QUARTERLY FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
SEPTEMBER 30, 2000
1. THE COMPANY AND MANAGEMENT DISCUSSION AND PLAN OF OPERATION
On April 19, 2000, Rich Holding Group (the "Company") was incorporated
under the laws of the State of Nevada. The Company may engage in any
business that is permitted by the State of Nevada. The majority of
shareholders voted on February 10, 2000 to divide the company in to the
following business sectors (i) financial services industry; (ii)
consumer products industry; (iii) E-commerce industry; and, (iv)
emerging technology. The Company is seeking additional entities to
acquire in order to complete its business plan.
On April 21, 2000 RC Holding Corp., a Delaware corporation with a
stockholders' deficiency of $ 188 was merged into the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company is in the development stage and since its inception on April
19, 2000 through September 30, 2000, has experienced no significant
change in liquidity, capital resources or stockholders' equity other
than the receipt of proceeds for its operating expenses. Substantially
all of such funds have been used to pay expenses incurred by the
Company.
The Company intends to seek to carry out its plan of business of seeking to
complete a merger or business acquisition transaction. In order to do
so, it will require additional capital and consulting fees to pay
ongoing expenses.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
STATEMENT OF CASH FLOWS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. No cash was
paid for interest and taxes for the period ended September 30, 2000.
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RICH HOLDING GROUP, INC.
NOTES TO QUARTERLY FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
SEPTEMBER 30, 2000
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
START-UP COSTS
The Company adopted the provisions of the American Institute of Certified
Public Accountants' Statement of Position 98-5, "Reporting on the Costs
of Start-Up Activities". SOP provides guidance on the financial
reporting of start-up and organization costs and requires such costs to
be expensed as incurred.
The start-up costs consist principally of professional and consulting fees.
NET LOSS PER COMMON SHARE
The net loss per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding for the
three months ended September 30, 2000 and at September 30, 2000.
USE OF ESTIMATES
The preparation of the accompanying 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 revenue and expenses during the reporting periods. Actual
results could differ from those estimates.
INCOME TAXES
The Company is currently in a development stage and has not yet commenced
an active trade or business, therefore, the Company did not provide any
current or deferred federal or state income tax provision or benefit
for any of the periods presented because to date, it has experienced
operating losses. The Company has provided a full valuation allowance
on the net deferred tax asset, consisting primarily of net operating
loss carryforwards, because of uncertainty regarding its realizability.
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RICH HOLDING GROUP, INC.
NOTES TO QUARTERLY FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
SEPTEMBER 30, 2000
3. COMMON STOCK
The Company is authorized to issue 20,000,000 shares of par value $.0001
common stock. On April 19, 2000, 300,000 restricted shares were issued
to John Rice III, President for $ .001 per share , and 300,000
restricted shares were issued to Joseph Ingrassia, Secretary for $
.001 per share .
On May 3, 2000, 1,280,000 restricted shares were issued to John Rice III,
President and/or affiliates for $ .001 per share, and 380,000
restricted shares were issued to Joseph Ingrassia, Secretary and/or
affiliates for $ .001 per share .
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Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with limited operations or income since 1996. The costs
and expenses associated with the preparation and filing of this registration
statement and other operations of the company have been paid for by the
controlling shareholders of the Company who are also its officers and directors.
It is anticipated that the Company will require only nominal capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's existing shareholders or its officers and
directors in the immediate future. Current shareholders have not agreed upon the
terms and conditions of future financing and such undertaking will be subject to
future negotiations, except for the express commitment of the officers and
directors to fund required 34 Act filings. Repayment of any such funding will
also be subject to such negotiations. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business or is able to
obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to secure
a successful acquisition or merger partner so that it will be able to continue
as a going concern. In the event such efforts are unsuccessful, contingent plans
have been arranged to provide that the current Director of the Company is to
fund required future filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1, above. Because the
Company has limited funds, it may be necessary for the officers and directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. The Company will not make it a
condition that the target company must repay funds advanced by its officers and
directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds.
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As of the date hereof, the Company has not made any arrangements or definitive
agreements to use outside advisors or consultants or to raise any capital. In
the event the Company does need to raise capital, most likely the only method
available to the Company would be to private sale of its securities. Because of
the nature of the Company as a development stage company, it is unlikely that it
could make a public sale of securities or be able to borrow any significant sum
from either a commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if needed, or that
such funding, if available, can be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Year 2000 Compliance
The Year 2000 Issue is the result of potential problems with computer
systems or any equipment with computer chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording mechanism including date sensitive software which uses only
two digits to represent the year, may have recognized the date using 00 as the
year 1900 rather than the year 2000. This may have resulted in a system failure
or miscalculations causing disruption of operations, including among other
things, a temporary inability to process transactions, send invoices, or engage
in similar activities.
The Company has confirmed that its systems are year 2000 Compliant. It
has experience no Y2K problems to date.
The Company believes that it has disclose all required information
relative to Year 2000 issues relating to its business and operations. However,
there can be no assurance that the systems of other companies on which the
Company's systems rely also will be timely converted or that any such failure to
convert by another company would not have an adverse affect on the Company's
systems.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates, will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analysis made
by the Company in light of its experience and its perception of historical
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trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
PART II
Item 6. Exhibits and reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of
regulation S-B, as described in the following index of
exhibits, are incorporated herein by reference, as follows:
Exhibit No. Description
3(i).1 Articles of Incorporation of Rich Holdings Group, Inc. (1)
3(ii).1 By-Laws of Rich Holdings Group, Inc. (1)
27.1 Financial data Schedule *
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(1) Incorporates by referenced from the Form 10-SB filed by the Company on
January 11, 2000.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended
September 30, 2000
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated November 14, 2000
Rich Holdings Group, Inc.
By:/s/ John R. Rice
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John R. Rich, III, President, Director
/s/ Joseph Ingrassia
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Joseph Ingrassia, Secretary, Director
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