<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
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(Mark one)
XX 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 UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
---------- 1934
For the transition period from ______________ to _____________
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Commission File Number: 0-28717
EXECUTIVE HELP SERVICES, INC.
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 88-0420405
------------------------ ------------------------
(State of incorporation) (IRS Employer ID Number)
</TABLE>
13370 Kirkham Way, Poway CA 92064
----------------------------------------
(Address of principal executive offices)
(619) 692-2571
---------------------------
(Issuer's telephone number)
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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[ ]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: October 25, 2000: 5,346,000
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE> 2
EXECUTIVE HELP SERVICES, INC.
Form 10-QSB for the Quarter ended September 30, 2000
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 10
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits and Reports on Form 8-K 12
SIGNATURES 12
</TABLE>
2
<PAGE> 3
S. W. HATFIELD, CPA
CERTIFIED PUBLIC ACCOUNTANTS
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
ITEM 1 - PART 1 - FINANCIAL STATEMENTS
ACCOUNTANT'S REVIEW REPORT
Board of Directors and Shareholders
Executive Help Services, Inc.
We have reviewed the accompanying balance sheets of Executive Help Services,
Inc. (a Delaware corporation) as of September 30, 2000 and 1999 and the
accompanying statements of operations and comprehensive income for the six and
three months ended September 30, 2000 and 1999 and statements of cash flows for
the six months ended September 30, 2000 and 1999. These financial statements are
prepared in accordance with the instructions for Form 10-QSB, as issued by the
U. S. Securities and Exchange Commission, and are the sole responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression on 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 for them to be in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
S. W. HATFIELD, CPA
Dallas, Texas
October 10, 2000
USE OUR PAST TO ASSIST YOUR FUTURE(SM)
P. O. BOX 820395 9002 GREEN OAKS CIRCLE, 2ND FLOOR
DALLAS, TEXAS 75382-0395 DALLAS, TEXAS 75243-7212
214-342-9635 (VOICE) (FAX) 214-342-9601
800-244-0639 [email protected]
3
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EXECUTIVE HELP SERVICES, INC.
BALANCE SHEETS
September 30, 2000 and 1999
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, September 30,
2000 1999
------------- -------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash on hand and in bank $ -- $ 7,584
------- -------
TOTAL ASSETS $ -- $ 7,584
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ -- $ --
------- -------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock - $0.001 par value
20,000,000 shares authorized;
none issued and outstanding -- --
Common stock - $0.001 par value
100,000,000 shares authorized
5,346,000 shares issued and outstanding 5,346 5,346
Additional paid-in capital 4,554 4,554
Deficit accumulated during the development stage (9,900) (2,316)
------- -------
TOTAL SHAREHOLDERS' EQUITY -- 7,584
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ -- $ 7,584
======= =======
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
4
<PAGE> 5
EXECUTIVE HELP SERVICES, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Six and Three months ended September 30, 2000 and 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Six months Six months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
EXPENSES
General and administrative 228 301 45 245
Amortization of organization costs -- 67 -- 67
----------- ----------- ----------- -----------
TOTAL EXPENSES 228 368 45 312
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (228) (368) (45) (312)
PROVISION FOR INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET LOSS (228) (368) (45) (312)
OTHER COMPREHENSIVE INCOME -- -- -- --
----------- ----------- ----------- -----------
COMPREHENSIVE LOSS $ (228) $ (368) $ (45) $ (312)
=========== =========== =========== ===========
Loss per weighted-average share of
common stock outstanding,
computed on Net Loss - basic
and fully diluted nil nil nil nil
=========== =========== =========== ===========
Weighted-average number of shares
of common stock outstanding 5,346,000 5,346,000 5,346,000 5,346,000
=========== =========== =========== ===========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
5
<PAGE> 6
EXECUTIVE HELP SERVICES, INC.
STATEMENTS OF CASH FLOWS
Six months ended September 30, 2000 and 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Six months Six months
ended ended
September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (228) $ (368)
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization of organization costs -- 67
------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (228) (301)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES -- --
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES -- --
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (228) (301)
Cash and cash equivalents at beginning of period 228 7,885
------- -------
Cash and cash equivalents at end of period $ -- $ 7,584
======= =======
SUPPLEMENTAL DISCLOSURES OF INTEREST AND INCOME TAXES PAID
Interest paid during the period $ -- $ --
======= =======
Income taxes paid (refunded) $ -- $ --
======= =======
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
6
<PAGE> 7
EXECUTIVE HELP SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
Executive Help Services, Inc. (Company) was incorporated on May 31, 1994 under
the laws of the State of Delaware. The Company was formed for the purpose of
developing an internet web site that would offer professional space planning and
design, pricing information and direct ordering of modular office furniture
systems.
During April 1997, the Company successfully sold an aggregate 79,000 shares of
restricted, unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors. The Company
relied upon Section 4(2) of The Securities Act of 1933, as amended, for an
exemption from registration on these shares.
On July 6, 2000, the Company amended its Certificate of Incorporation to effect
a 1.2 for 1 forward stock split. This action increased the issued and
outstanding shares of common stock from 4,455,000 to 5,346,000.
On July 17, 2000, the Company amended its Certificate of Incorporation to allow
for the issuance of up to 20,000,000 shares of $0.001 par value Preferred Stock
and 100,000,000 shares of $0.001 par value Common Stock.
The effect of these separate actions are reflected in the accompanying financial
statements as of the first day of the first period presented.
The Company's business plan has not been fully implemented and, accordingly, has
not fully commenced operations. The Company has had no substantial operations or
substantial assets since inception and is considered to be in the development
stage.
Due to the lack of sustaining operations from inception, the Company has
generated no significant operating revenues and has incurred cumulative losses
of approximately $9,900. Accordingly, the Company may be dependent in future
periods upon its current management and/or significant stockholders to provide
additional working capital to preserve the integrity of the corporate entity
during this phase. It is the intent of management and significant stockholders
to provide sufficient working capital, if necessary, to support and preserve the
integrity of the corporate entity.
During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange Commission.
The information presented herein may not include all disclosures required by
generally accepted accounting principles and the users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained in its Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 on Form 10-KSB when reviewing the interim
financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending March 31, 2001.
7
<PAGE> 8
EXECUTIVE HELP SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS - CONTINUED
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Cash and cash equivalents
The Company considers all cash on hand and in banks, including accounts
in book overdraft positions, certificates of deposit and other
highly-liquid investments with maturities of three months or less, when
purchased, to be cash and cash equivalents.
Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the
Company's cash management policies.
2. Organization costs
Organization costs, incurred at the initial capitalization of the
Company, were amortized over a sixty (60) month period using the
straight-line method.
3. Income taxes
The Company uses the asset and liability method of accounting for income
taxes. At September 30, 2000 and 1999, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to
the financial statements, are entirely the result of temporary
differences. Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance
for doubtful accounts and vacation accruals.
As of September 30, 2000, the Company has cumulative net operating loss
carryforwards totaling approximately $9,900 to offset taxable income in
future periods. Due to the provisions of Internal Revenue Code Section
338, the Company may have no net operating loss carryforwards available
to offset financial statement or tax return taxable income in future
periods in the event of a change in control involving 50 percentage
points or more of the issued and outstanding securities of the Company.
4. Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and
common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed
exercise of the outstanding stock options and warrants, using the
treasury stock method. The calculation of fully diluted earnings (loss)
per share assumes the dilutive effect of the exercise of outstanding
options and warrants at either the beginning of the respective period
presented or the date of issuance, whichever is later. As of September
30, 2000 and 1999, the Company has no outstanding warrants and options
issued and outstanding.
8
<PAGE> 9
EXECUTIVE HELP SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE C - PREFERRED STOCK TRANSACTIONS
On July 17, 2000, the Company amended its Certificate of Incorporation to allow
for the issuance of up to 20,000,000 shares of $0.001 par value Preferred Stock
and 100,000,000 shares of $0.001 par value Common Stock. The effect of this
action is reflected in the accompanying financial statements as of the first day
of the first period presented.
As of September 30, 2000, there are no shares of Preferred Stock issued and
outstanding.
NOTE D - COMMON STOCK TRANSACTIONS
On July 17, 2000, the Company amended its Certificate of Incorporation to allow
for the issuance of up to 20,000,000 shares of $0.001 par value Preferred Stock
and 100,000,000 shares of $0.001 par value Common Stock. The effect of this
action is reflected in the accompanying financial statements as of the first day
of the first period presented.
On July 6, 2000, the Company amended its Certificate of Incorporation to effect
a 1.2 for 1 forward stock split. This action increased the issued and
outstanding shares of common stock from 4,455,000 to 5,346,000. The effect of
this action is reflected in the accompanying financial statements as of the
first day of the first period presented.
On June 15, 1999, the Company's Board of Directors approved a 45 for 1 forward
stock split on the issued and outstanding shares of common stock. This action
caused the issued and outstanding shares to increase from 99,000 to 4,455,000.
The effect of this change is reflected in the accompanying financial statements
as of the first day of the first period presented.
(Remainder of this page left blank intentionally)
9
<PAGE> 10
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) GENERAL COMMENTS
Executive Help Services, Inc. (Company) was incorporated on May 31, 1994 under
the laws of the State of Delaware. The Company was formed for the purpose of
developing an internet web site that would offer professional space planning and
design, pricing information and direct ordering of modular office furniture
systems.
During April 1997, the Company successfully sold an aggregate 79,000 shares of
restricted, unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors. The Company
relied upon Section 4(2) of The Securities Act of 1933, as amended, for an
exemption from registration on these shares.
On July 6, 2000, the Company amended its Certificate of Incorporation to effect
a 1.2 for 1 forward stock split. This action increased the issued and
outstanding shares of common stock from 4,455,000 to 5,346,000.
On July 17, 2000, the Company amended its Certificate of Incorporation to allow
for the issuance of up to 20,000,000 shares of $0.001 par value Preferred Stock
and 100,000,000 shares of $0.001 par value Common Stock.
The effect of these separate actions are reflected in the accompanying financial
statements as of the first day of the first period presented.
The Company's business plan has not been fully implemented and, accordingly, has
not fully commenced operations. The Company has had no substantial operations or
substantial assets since inception and is considered to be in the development
stage.
(3) RESULTS OF OPERATIONS, PLAN OF OPERATION, LIQUIDITY AND CAPITAL RESOURCES
The Company intends to maintain a cash balance sufficient to sustain corporate
operations until such time as Management can raise the funding necessary to
advance its business plan. The operating losses of approximately $228 and $368
for the respective six month periods ended September 30, 2000 and 1999 were due
to operating expenses including licenses and fees, accounting and audit fees and
office expenses. Overall, through September 30, 2000, the Company has sustained
cumulative operating losses of approximately $9.900.
The initial capitalization of the Company through the sale of equity securities
have allowed the Company to maintain a positive cash flow position through
September 2000. Additional funding from either the sale of
10
<PAGE> 11
additional equity securities or advances from controlling shareholders will be
necessary to support future maintenance of the corporate entity and development
of the Company's business plans.
The Company's two year business plan encompasses the following steps to
implement its Internet service business plan: raise capital of $2,500,000
through the sale of common stock in a private placement. During the following
six months after raising capital, expend $50,000 for development costs of its
web site pages, $50,000 for one Webmaster programmer, $20,000 for one
programmer, $50,000 for one marketing manager, $50,000 for two design and space
planners, $15,000 for one office staff assistant, $100,000 for purchase of
computers and fixed assets, $500,000 for advertising, and $100,000 for rent and
other operating expenses.
As discussed in prior Company filings, the Company's business plan also includes
acquiring other compatible businesses in order to broaden the Company's revenue
base.
On September 19, 2000, the Company's management determined it would be in the
best interest of the Company to execute a plan of merger with Clickincomes.com
to acquire an entity that specializes in Internet marketing of products,
services, and business opportunities tailored to the owners of small and
home-based businesses.
On the web site, www.Clickincomes.com, owners of small and home-based businesses
are provided the opportunity to promote and sell their goods and services
through direct, referral, and multilevel marketing methods. Clickincomes.com
provides businesses with a rapidly growing database of qualified sales leads
from individuals seeking business opportunities and affiliations through its web
site. Individuals seeking to join direct, referral, and multilevel marketing
organizations are able to obtain in-depth information about business
opportunities and affiliations, invest in or become associates of these
businesses and franchises, make on-line purchases, and receive revenue from
their direct participation in marketing and affiliate programs offered on the
Internet.
Clickincomes.com recently completed its initial web site, installed a
preliminary data base of customers and distributors, and generated over $100,000
in revenues in its first ten weeks of operations. Clickincomes.com anticipates
its revenue growth to exceed 100% per month during the first six months of
operations contingent upon its ability to raise capital of $2,000,000 for its
nation-wide marketing campaign.
While the Company's management has agreed to acquire Clickincomes.com through a
plan of merger, as required by Delaware law, a majority of the shareholders of
Executive Help Services, Inc. must first approve the proposed merger
transaction. Although the Company's management believes this acquisition is in
the best interest of the Company and its shareholders, there is no assurance
that a majority of shareholders will, in fact, approve the plan of merger.
Management has made substantial progress in implementing its business plan by
registering its Internet domain name, applying for U.S. trademark protection,
and setting up a preliminary web site - modularoffice.com. The Company is
positioning itself to seek additional capital funding in order to continue to
advance its business plan. Once the Company is funded it will be able to hire
employees, rent commercial space in San Diego, California, purchase furniture
and equipment, and begin development of its web site operations. The Company
intends to use its equity capital to fund the Company's business plan during the
next twelve months as cash flow from sales is not estimated to begin until year
two of its business plan.
The Company will face considerable risk in each of its business plan steps, such
as difficulty of hiring competent personnel within its budget, longer than
anticipated web site programming, difficulty in completing key business
acquisitions, and a shortfall of funding due to the Company's inability to raise
capital in the equity securities market. If no funding is received during the
next twelve months, the Company will be forced to rely on its existing cash in
the bank and funds loaned by the directors and officers. The Company's officers
and directors have no formal commitments or arrangements to advance or loan
funds to the Company. In such a restricted cash flow scenario, the Company would
be unable to complete its business plan steps, and would, instead, delay all
cash intensive activities. Without necessary cash flow, the Company may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.
11
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
On July 6, 2000, the Company amended its Certificate of Incorporation to
effect a 1.2 for 1 forward stock split. This action increased the issued
and outstanding shares of common stock from 4,455,000 to 5,346,000.
On July 17, 2000, the Company amended its Certificate of Incorporation to
allow for the issuance of up to 20,000,000 shares of $0.001 par value
Preferred Stock and 100,000,000 shares of $0.001 par value Common Stock.
The effect of these separate actions are reflected in the accompanying
financial statements as of the first day of the first period presented.
ITEM 3 - DEFAULTS ON 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
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
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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.
EXECUTIVE HELP SERVICES, INC.
October 31, 2000 /s/ William Crawford
-------------------------------------
William Crawford
President, Chief Executive Officer,
Director and Chief Accounting Officer
12
