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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
Annual Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the year ended March 31, 2000
Commission File Number 0-28717
EXECUTIVE HELP SERVICES, INC.
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(Name of Small Business Issuer in Its Charter)
<TABLE>
<S> <C>
Delaware 88-0420405
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
13370 Kirkham Way, Poway, CA 92064
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(Address of principal Executive Offices) (Zip Code)
(619) 692-2571
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(Issuer's Telephone Number)
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:
Common Stock - .001 Par Value
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(Title of Class)
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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 of 1934 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10 KSB
or any amendment to this Form 10-KSB.
Yes [X] No [ ]
The issuer had no revenues for the year ended March 31, 2000.
As of March 31, 2000, the registrant had 4,455,000 shares of common stock, $.001
par value, issued and outstanding.
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PART I
ITEM 1 DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Organization
Executive Help Services, Inc. was incorporated in Delaware on May 31, 1994 for
the purpose of developing an Internet web site that would offer professional
space planning and design of modular office furniture, pricing information, and
direct ordering capabilities for the modular office systems purchaser. During
1997, the Company received its initial funding through the sale of common stock
to investors. From inception until June 1999, the Company had no material
operating activities.
Bankruptcy or Similar Proceedings
There have been no bankruptcy, receivership or similar proceedings.
Reorganizations, Purchase or Sale of Assets
As of the Company's fiscal year end of March 31, 2000 there were no material
reclassifications, mergers, consolidations, or purchase or sale of a significant
amount of assets not in the ordinary course of business.
BUSINESS OF ISSUER
Principle Products or Services and Markets
The Company intends to become a primary office furnishings e-commerce web site
for businesses ranging in size from office-in-home to the largest corporate
fixed asset customers. This web site, "www.modularoffice.com", will provide
buyers with all of their office furniture purchasing needs, including modular
furniture and accessories such as space dividers, lamps, tables, artwork, and
chairs. In addition, the web site will provide advisors to assist in planning
and design of new office space or remodeling of existing space. Office
furnishings customers will be able to select from all major office furniture
product lines and manufacturers and specify pricing through their individual
budget parameters. Information on the Company's web site will feature easy to
use interfaces and links. Full color three dimensional images of all available
modular furnishings and fabrics will be used to help ensure customers are
satisfied that the actual furnishings they will receive will look like the
visual images on the web site. Interactive features will allow users to add and
manipulate selected furniture styles, colors, and fabrics within a layout to
enable them to "see" the office that they design. The web site will also allow
the user to download layouts for presentation. The underlying strategy of this
site will be to layer
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multiple pages of progressively more detailed information that will enable users
to browse through furnishings from multiple manufacturers and determine the
product, design and pricing that best fits their needs, as well as finalize the
purchase and arrange for delivery, assembly and placement of furniture and
workstations, all without having to leave the office. This will combine the
selection and availability of a retail company with the design support, service
and customizing solutions of a contract furniture dealer in an on-line format
available 24 hours a day. Each level of the web site will have interactive
features and horizontally integrated pages and links to provide quicker search
access.
The Company will design and maintain its web site in a format combining varied
levels of available modular furnishings with interactive features to maintain
the user's attention. This format is designed to allow the Internet user to find
modular furnishings from various manufacturers at one web site that ranges from
casual browsers to executives designing and planning work space requirements
from the ground up. As this is not currently available on the Internet at any
one site, Internet users seeking this information must spend more time in
multiple web site searches with no assurance that they will find what they are
looking for, and when they do find web sites, no assurance that they will find
the product or services they seek. Through the web site the Company will offer
features and services such as:
Professional space planning, reviewing and evaluating floor plans,
space allocations, adjacency needs and circulation requirements;
Furniture layout including work station placement, lighting, electrical
connections, telephone outlets and computer stations using block plans
and two dimensional floor plans;
AUTOCAD drawings - two dimensional drawings translated into three
dimensional layouts as well as Giza enhanced software to promote
functional design and workflow;
A full range of new and refurbished modular office products including
workstations, panel systems, desks, seating and filing products;
For large commercial jobs, on-site inspection prior to installation;
Existing modular system reconfiguration - "move consultants"
communicating with all trades to ensure successful reconfiguration or
relocation within customers' time and budget constraints;
Service and repair of furniture - offering yearly service contracts for
the maintenance, re-configuration or repair of modular furnishings;
Assessment and valuation services, computer aided inventory,
specialized storage and handling of furniture and workstations,
assistance with all areas of shipping and receiving, and relocation
services;
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Liquidation services for used furniture when being replaced with new
orders placed through the Website, as well as furniture/freight
pick-up.
For large commercial customers, the Company's business plan includes on-site
installation of modular furnishings after the products are drop-shipped to the
customer's site. Utilizing a quality checklist to ensure the quality of the
product and the accuracy of installation, the installers will work with the
customer, offering flexible hours to conform to each customer's needs. In
Management's experience, many companies prefer the installation be completed
during night or weekend hours to minimize productivity disruptions. In the
largest multi-office installations, extra work crews may be temporarily added to
complete the installation in the shortest period of time. All installation work
will be performed by subcontract installation companies that are familiar to
Management through installation service contracts during the last five years.
Based upon Management's experience in the delivery and installation of modular
office furniture, the size and nature of the market is diverse and continues to
grow at a steady rate. It is composed of consumers ranging from the home office
to large multi-location corporations, as well as educational and health-care
institutions. Factors driving the growth in this market include practicality and
efficiency of the modular office system, cost of space, space utilization and
maximum occupancy loads, thereby reducing building lease costs, and recent ADA
rules and regulations pertaining to the ergonomic adjustments and functionality
of employees. Management has witnessed and participated in the market migration
from "brick and mortar" office furniture dealers to Internet web site product
purchase and delivery methods. Use of the Internet for product research is being
driven by growth in the penetration of computers into the office and home and
the acceptance of the Internet as a purchasing tool.
The Company has a current business plan which proposes to utilize its founders'
backgrounds to develop its web site from its current development status into a
mature site providing unique services and modular office products. The business
plan requires the Company during the first six months to file a Form 10-SB
registration statement with the SEC, obtain a listing on the NASD's Over the
Counter Electronic Bulletin Board, and 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.
Distribution Methods of Products or Services
The use of its on-line space planning, design and furniture layout would be
accessed after completing a short information query which would include
information regarding the user's company, address, basic requirements such as
furniture type, quantity, budget and timetable. The Company may generate minor
fees from manufacturers that place advertisements within its web site pages. The
Company's major source of revenue will be generated from sales of modular
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furniture and installation fees. The purchased product would be drop-shipped to
the customer, or if it is a local installation, the product could be shipped to
the Company's warehouse.
The Company will utilize existing web pages, such as allofficefurniture.com, to
advertise their web site. The Company will also purchase "banner ads" on the web
pages of manufacturers and office product sites, such as Staples and Office
Depot. A recent survey by Andersen Consulting found that these banner ads are
more of a driving force behind purchases on the web than television or magazine
ads. Of the Internet users interviewed 25% said they went shopping on a Web site
after seeing a banner ad, compared with 14% of the users who said they clicked
on after seeing a television or magazine ad. Only 4% were drawn in by a radio
commercial. (The Wall Street Journal 11/24/99). Traditional advertising through
magazines and trade publications which cater to specific industries - building
contractors, interior designers, facilities managers and medical suppliers will
also be analyzed, as well as direct mail campaigns and trade shows.
Status of Any Publicly Announced New Products or Services
As of the Company's fiscal year end of March 31, 2000, the Company has no new
product or service planned or announced to the public.
Competition and Competitive Position
The size and financial strength of the Company's primary competitors,
allofficefurniture.com, office-furniture.net, gfoffice.com and
furnituresource.com are substantially greater than those of the Company. In
examining major competitors' web sites Management has concluded
allofficefurniture.com is the most interactive and broad based of the four, but
is strictly an advertising network, which sells no office furniture or services
of it's own. Office-furniture.net provides an overview of the company, without
providing in-depth information on its site. The web site has no interactive
features and requires the user to complete a form and be contacted by a staff
member. gfoffice.com is basically an online store for the furniture products
sold through their retail stores. The information these sites offer is of a
cursory nature with a minor amount of text, few pictures, and offer little or no
interactive or technical data. However, the Company's competitors have longer
operating histories, larger customer bases, and greater brand recognition than
the Company. Management is not aware of any significant barriers to the
Company's entry into the modular office furniture market, however, the Company
at this time has no market share of this market.
Suppliers and Sources of Raw Materials
Management will provide the core information content used at the Company's web
site. Management will rely on their experience and knowledge in the design, sale
and installation of modular office furniture. While the Company has no current
contracts with modular furniture suppliers, Management is familiar with these
manufacturers and suppliers such as Steelcase, Hon, Omni, Herman Miller, Howorth
and All-Steel. Management feels that availability will not be a problem at any
time, since it is aware of over two hundred suppliers of quality office
products. In the area of used furniture, Herman Miller, Steelcase and Howorth
are the three
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largest manufacturers, have been in business the longest, and have the greatest
availability of product, making those three companies the preferred suppliers in
that field. The Company will enter into agreements with manufacturers and
suppliers per its business plan after raising capital during the first six
months of its plan. All installation work will be performed by subcontract
installation companies that are familiar to Management through installation
service contracts during the last five years.
Dependence on One or a Few Major Customers
The Company intends to offer access to its web site home page free of charge to
Internet users. The Company's market is composed of consumers ranging from the
home office users to large multi-location corporations, as well as educational
and health-care institutions. The Company will not depend on any one or a few
major customers.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts
The Company owns its Internet domain name and web site, "modularoffice.com", has
applied for U.S. trademark protection, and will expand its existing web site in
the third quarter of 2000. The Company has no current plans for any additional
registrations such as patents, other trademarks, copyrights, franchises,
concessions, royalty agreements or labor contracts. The Company will assess the
need for any additional copyright, trademark or patent applications on an
ongoing basis.
Need for Government Approval for its Products or Services
The Company is not required to apply for or have any government approval for its
products or services.
Effect of Existing or Probable Governmental Regulations on the Company
The Company is not currently subject to direct federal, state or local
regulation in the United States other than regulations applicable to businesses
generally or directly applicable to electronic commerce. However, because the
Internet is becoming increasingly popular, it is possible that a number of laws
and regulations may be adopted in the United States with respect to the
Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights and information security. Furthermore,
the growth of electronic commerce may prompt calls for more stringent consumer
protection laws. Several states have proposed legislation to limit the use of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has indicated that it
may propose legislation on this issue to Congress in the near future and has
initiated action against at least one online service regarding the manner in
which personal information was collected from users and provided to third
parties. The adoption of such consumer protection laws could create uncertainty
in Internet usage and reduce the demand for all products and services. The
Company does not provide customer information to third parties and, therefore,
does not anticipate any current or proposed
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legislation relating to online privacy to directly affect its activities to a
material extent.
The Company is not certain how its business may be affected by the application
of existing laws governing issues such as property ownership, copyrights,
encryption and other intellectual property issues, taxation, libel, obscenity
and export or import matters. The vast majority of those laws were adopted prior
to the advent of the Internet. As a result, they do not contemplate or address
the unique issues of the Internet and related technologies. Changes in laws
intended to address such issues could create uncertainty in the Internet
marketplace. That uncertainty could reduce demand for the Company's products or
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.
Research and Development Costs
The Company has not expended funds for research and development costs since
inception.
Costs and Effects of Compliance with Environmental Laws
The Company has not expended any funds for compliance with environmental laws
and does not anticipate its business plan will encompass any such compliance
requirements.
Number of Total Employees and Number of Full Time Employees
The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring four new employees during the next twelve months.
Risks
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur.
Despite Management's belief that the Company can effectively compete because of
its emphasis on its Internet niche presentation method of combining varied
levels of modular office furnishings with interactive features, the Company's
ability to succeed will depend upon a number of factors, including its ability
to secure funding through a private placement, assemble a large amount of data
and graphics, enhance its web site quickly enough to encourage users to utilize
the interactive features of the site, and develop a growing customer base to
provide revenues and profits for the Company.
The Company's long-term viability is substantially dependent upon the widespread
acceptance and use of the Internet as a medium for the purchase of modular
office furniture. Internet e- commerce companies are a recent sales model
development. There is no historic evidence that the e-commerce type of business
will be successful against competition from traditional
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business-to-business, wholesale, or retail methods of selling products and
services. The use of the Internet for space planning, design layout and
furniture purchasing is in a development stage, and there can be no assurance
that a sufficiently large number of Internet users will choose the Internet as
their primary medium to purchase the Company's proposed services and products.
Without sufficient Internet customers or Internet based revenues, the Company
would experience a material adverse effect on the Company's business, financial
condition, operating results and cash flows.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current Management.
The Company intends to hire a relatively small number of additional technical
and marketing personnel in the next year. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to retain
its essential employees or that it will be able to attract or retain
highly-qualified technical and managerial personnel in the future. The loss of
the services of any of the Company's current Management or other key employees
or the inability to attract and retain the necessary technical, and marketing
personnel could have a material adverse effect upon the Company's business,
financial condition, operating results and cash flows.
The current officers, Mr. Crawford and Mrs. Crawford, are the sole officers and
directors of the company and have control in directing the activities of the
company. They are involved in other business activities and may, in the future,
become involved in additional business opportunities. If a specific business
opportunity becomes available, the officers and directors of the company may
face a conflict of interest. The Company has not formulated a plan to resolve
any conflicts that may arise. While the Company and its sole officers and
directors have not formally adopted a plan to resolve any potential or actual
conflicts of interest that exist or that may arise, they have verbally agreed to
limit their roles in all other business activities to roles of passive investors
and devote full time services to the Company after the Company raises capital of
$2,500,000 through the sale of securities through a private placement and is
able to provide officers' salaries per its business plan.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Investors in the Company
should be particularly aware of the inherent risks associated with the Company's
planned Internet business. These risks include a lack of a proven market for the
Company's Internet web site, lack of equity funding, and the size of the Company
compared to the size of its competitors. Although Management intends to
implement its business plan through the foreseeable future and will do its best
to mitigate the risks associated with its business plan, there can be no
assurance that such efforts will be successful. Management has no liquidation
plans should the Company be unable to receive funding. Should the Company be
unable to implement its business plan, Management would investigate all options
available to retain value for the shareholders. Among the options that would be
considered are: acquisition of another product or technology, or a merger or
acquisition of another business entity that has revenue and/or long-term growth
potential. However, there are no pending arrangements, understandings or
agreements with outside parties for acquisitions, mergers or any other material
transactions.
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Year 2000 Disclosure
Before January 1, 2000, users of computers in business applications were
concerned that time-sensitive software might cause their computer systems to
recognize a date using "00" as the year 1900 rather than the year 2000. This
date recognition problem was mitigated by computer software compliance,
remediation, and improvements throughout the world. As of the date of this
filing, minimal computer software problems have been recorded or reported
relating to software date recognition problems.
The Company's Management has hands-on familiarity with all of the software
utilized in its business plan and has experienced no Year 2000 related systems
problems as of the date of this filing. Third party suppliers of software,
hardware, and equipment which rely on proper date recognition have also
confirmed their products have experienced no significant malfunctions or errors
related to date recognition problems.
As Management has experienced no date recognition problems in computer systems,
equipment, or third party provided products, the Company's Year 2000 compliance
plan is: utilize software and other products which are already Year 2000
compatible and prepare no Year 2000 contingency plans.
REPORTS TO SECURITIES HOLDERS
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders and the Company has no present plans to provide an annual
report to its shareholders. The Company is voluntarily filing this Form 10-KSB
in order to make its financial information equally available to any interested
parties or investors. The Company is subject to the disclosure rules of
Regulation S-B for a small business issuer under the Securities Act of 1933 and
the Securities Exchange Act of 1934. The Company is subject to disclosure filing
requirements and is required to file Form 10-KSB annually and Form 10-QSB
quarterly. In addition, the Company will be required to file Form 8 and other
proxy and information statements from time to time as required.
The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.
ITEM 2 DESCRIPTION OF PROPERTY
The Company's principal executive office address is 13370 Kirkham Way, Poway, CA
92064. The principal executive office and telephone number are provided by an
officer of the
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corporation. The costs associated with the use of the telephone and mailing
address were deemed by management to be immaterial as the telephone and mailing
address were almost exclusively used by the officer for other business purposes.
Management considers the Company's current principal office space arrangement
adequate until such time as the Company achieves its business plan goal of
raising capital of $2,500,000 and then begins hiring new employees per its
business plan.
ITEM 3 LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended March 31, 2000, there were no
submissions of matters to a vote of security holders.
PART II
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.
On April 3, 2000, the Company filed for trading on the OTC Electronic Bulletin
Board which is sponsored by the National Association of Securities Dealers
(NASD). The OTC Electronic Bulletin Board is a network of security dealers who
buy and sell stock. The dealers are connected by a computer network which
provides information on current "bids" and "asks" as well as volume information.
On May 30, 2000 the Company was approved for trading on the OTC Electronic
Bulletin Board.
As of March 31, 2000 the Company had 75 shareholders of record and there was no
public market for the Company's securities. The Company has paid no cash
dividends. The Company has no outstanding options. The Company has no plans to
register any of its securities under the Securities Act for sale by security
holders. There is no public offering of equity and there is no proposed public
offering of equity.
ITEM 6 MANAGEMENT'S PLAN OF OPERATION
The Company's current cash balance is $228. Management believes the current cash
balance is sufficient to fund only a minimum level of operations. In order to
advance the Company's business plan the Company must raise capital through the
sale of equity securities. To date, the Company has sold $7,900 in equity
securities and used approximately $5988 for licenses and
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fees, and $1682 for office supplies and postage. Sales of the Company's equity
securities have allowed the Company to maintain a positive cash flow balance.
However, as of the date of this filing the Company has been unable to elicit
sufficient public interest in its business plan to warrant additional funding
through a private placement.
The Company's business plan encompasses the following steps to implement its
Internet service business plan: after raising capital of $2,500,000 during the
first six months, 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.
Management has made initial progress in implementing its business plan by
registering its Internet domain name, setting up its web page on the Internet,
and applying for U.S. trademark protection. The Company will only be able to
continue to advance its business plan after it receives capital funding through
the sale of equity securities. After raising capital, Management intends to hire
employees, rent commercial space in San Diego, 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, 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.
There are no current plans for additional product research and development. The
Company plans to purchase approximately $100,000 in furniture, computers,
software during the next twelve months from proceeds of its equity security
sales. The Company's business plan provides for an increase of four employees
during the next twelve months.
ITEM 7 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The required financial statements begin on page F-1 of this document.
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EXECUTIVE HELP SERVICES, INC.
(a development stage company)
CONTENTS
<TABLE>
<CAPTION>
Page
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
FINANCIAL STATEMENTS
Balance Sheets
as of March 31, 2000, 1999 and 1998 F-3
Statements of Operations and Comprehensive Income
for the years ended March 31, 2000, 1999 and 1998 F-4
Statement of Changes in Stockholders' Equity
for the period from May 31, 1994 (date of inception)
through March 31, 2000 F-5
Statements of Cash Flows
for the years ended March 31, 2000, 1999 and 1998 F-6
Notes to Financial Statements F-7
</TABLE>
F-1
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[S. W. HATFIELD, CPA LETTERHEAD]
8 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Executive Help Services, Inc.
We have audited the accompanying balance sheets of Executive Help Services, Inc.
(a Delaware corporation and a development stage company) as of March 31, 2000,
1999 and 1998 and the related statements of operations and comprehensive income,
changes in stockholders' equity and cash flows for each of the years ended March
31, 2000, 1999 and 1998, respectively. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Executive Help
Systems, Inc. (a development stage company) as of March 31, 2000, 1999 and 1998
and the related statements of operations, changes in stockholders' equity and
cash flows for each of the years ended March 31, 2000, 1999 and 1998,
respectively, 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
June 15, 2000
F-2
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EXECUTIVE HELP SERVICES, INC.
(a development stage company)
BALANCE SHEETS
March 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
2000 1999 1998
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<S> <C> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash on hand and in bank $ 228 $ 7,885 $ 7,900
------- ------- -------
TOTAL CURRENT ASSETS 228 7,885 7,900
------- ------- -------
OTHER ASSETS
Organization costs, net of accumulated
amortization of approximately
$2,000, $1,933 and $1,533,
respectively -- 67 467
------- ------- -------
TOTAL OTHER ASSETS -- 67 467
------- ------- -------
TOTAL ASSETS $ 228 $ 7,952 $ 8,367
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable - trade $ -- $ -- $ --
------- ------- -------
TOTAL LIABILITIES -- -- --
------- ------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY Common stock - $0.001 par value
20,000,000 shares authorized
4,455,000 shares issued and
outstanding, respectively 4,455 4,455 4,455
Additional paid-in capital 5,445 5,445 5,445
Accumulated deficit (9,672) (1,948) (1,533)
------- ------- -------
TOTAL STOCKHOLDERS' EQUITY 228 7,952 8,367
------- ------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 228 $ 7,952 $ 8,367
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 16
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Years ended March 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
NET REVENUES $ -- $ -- $ --
OPERATING EXPENSES
General and administrative expenses 7,657 15 --
Amortization of organization expenses 67 400 400
----------- ----------- -----------
TOTAL OPERATING EXPENSES 7,724 415 400
----------- ----------- -----------
LOSS FROM OPERATIONS BEFORE INCOME TAXES (7,724) (415) (400)
INCOME TAX BENEFIT (EXPENSE) -- -- --
----------- ----------- -----------
NET LOSS (7,724) (415) (400)
OTHER COMPREHENSIVE INCOME -- -- --
----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $ (7,724) $ (415) $ (400)
=========== =========== ===========
Loss per weighted-average
share of common stock outstanding
computed on Net Loss - basic and
fully diluted nil nil nil
=========== =========== ===========
Weighted-average number of
common shares outstanding 4,455,000 4,455,000 4,455,000
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 17
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from May 31, 1994 (date of inception) through March 31, 2000
<TABLE>
<CAPTION>
Common Stock Additional
------------------------ paid-in Accumulated
Shares Amount capital deficit Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
ISSUANCE OF $0.00001 PAR
VALUE COMMON STOCK
TO FOUNDERS ON MAY 31, 1994 20,000 $ -- $ 2,000 $ -- $ 2,000
Net loss for the period -- -- -- (333) (333)
--------- --------- --------- --------- ---------
BALANCES AT MARCH 31, 1995 20,000 -- 2,000 (333) 1,667
Net loss for the year -- -- -- (400) (400)
--------- --------- --------- --------- ---------
BALANCES AT MARCH 31, 1996 20,000 -- 2,000 (733) 1,267
Net loss for the year -- -- -- (400) (400)
--------- --------- --------- --------- ---------
BALANCES AT MARCH 31, 1997 20,000 -- 2,000 (1,133) 867
Sale of common stock
subject to a private
placement memorandum 79,000 1 7,899 -- 7,900
Net loss for the year -- -- -- (400) (400)
--------- --------- --------- --------- ---------
BALANCES AT MARCH 31, 1998 99,000 1 9,899 (1,533) 8,367
Effect of change in par value
from $0.00001 per share
to $0.001 per share -- 98 (98) -- --
Net loss for the year -- -- -- (415) (415)
--------- --------- --------- --------- ---------
BALANCES AT MARCH 31, 1999 99,000 99 9,801 (1,948) 7,952
Effect of 45 for 1 stock split 4,356,000 4,356 (4,356) -- --
Net loss for the period -- -- -- (7,724) (7,724)
--------- --------- --------- --------- ---------
BALANCES AT MARCH 31, 2000 4,455,000 $ 4,455 $ 5,445 $ (9,672) $ 228
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 18
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
Years ended March 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(7,724) $ (415) $ (400)
Adjustments to reconcile net loss to net
cash provided by operating activities
Amortization of organization costs 67 400 400
------- ------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,657) (15) --
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement of common stock -- -- 7,900
------- ------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 7,900
------- ------- -------
INCREASE (DECREASE) IN CASH (7,657) (15) 7,900
Cash at beginning of period 7,885 7,900 --
------- ------- -------
CASH AT END OF PERIOD $ 228 $ 7,885 $ 7,900
======= ======= =======
SUPPLEMENTAL DISCLOSURE OF INTEREST
AND INCOME TAXES PAID
Interest paid for the period $ -- $ -- $ --
======= ======= =======
Income taxes paid for the period $ -- $ -- $ --
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 19
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
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.
The Company's business plan has not been fully implemented as of June 15, 2000
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 $9,700. 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.
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.
F-7
<PAGE> 20
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 March 31, 2000, 1999 and 1998, 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 March 31, 2000, the Company has cumulative net operating loss
carryforwards totaling approximately $9,700 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 March 31,
2000, 1999 and 1998, the Company has no outstanding warrants and
options issued and outstanding.
NOTE C - COMMON STOCK TRANSACTIONS
On December 8, 1998, the Company amended its Certificate of Incorporation to
change the par value of its common stock from $0.00001 per share to $0.001 per
share. The effect of this change 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.
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.
F-8
<PAGE> 21
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on accounting
and financial disclosure.
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Officers of the Company, all of those whose one year terms
will expire 6/30/01, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected
-------------- --- -------- ------------------
<S> <C> <C> <C>
William Crawford 40 President, 6/14/94
13370 Kirkham Way Secretary,
Poway, CA 92064 Director
Bobbie Jo Crawford 42 Treasurer, 6/14/94
13370 Kirkham Way Director
Poway, CA 92064
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
13
<PAGE> 22
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
William W. Crawford Jr., President, Secretary & Director
1994 - Current Owner and President/C.O.O. Installation Technology, Inc. dba
I-TEC. Office furniture installation company specializing in project
management, design, specifications, customer product analysis an
procurement, installation, reconfiguration, refurbishment and facility
relocation. Responsibilities include sales, personnel management of a
staff of 25 to 50 employees, marketing, and customer relations.
Bobbie Crawford, Treasurer & Director
1994 - Current CFO/Controller Installation Technology, Inc., dba I-TEC.
Duties include all treasury and accounting responsibilities for the
Company's annual gross revenue of $1,500,000, including Accounts
Receivable, Collections, Accounts Payable, Cash Management,
Payroll/Human Resources, Financial Statement preparation, Budgets, and
Tax Planning. Responsibilities include supervision of accounting staff
of 5 employees.
ITEM 10 EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other
Name & annual Restricted Options All other
principle Salary Bonus compen- stock SARs LTIP compen-
position Year ($) ($) sation($) awards($) ($) Payouts sation($)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W Crawford 2000 -0- -0- -0- -0- -0- -0- -0-
President 1999 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
B Crawford 2000 -0- -0- -0- -0- -0- -0- -0-
Director 1999 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
14
<PAGE> 23
There are no current employment agreements between the Company and its executive
officers.
The Board agreed to pay Mr. Crawford for administrative services and services
related to the Company's business plan 10,000 shares of the Company's common
stock on June 14, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On June 15, 1999, 440,000
shares of the Company's common stock were issued to him per a 45 for 1 stock
split.
The Board agreed to pay Mrs. Crawford for administrative services and services
related to the Company's business plan 10,000 shares of the Company's common
stock on June 14, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On June 15, 1999, 440,000
shares of the Company's common stock were issued to her per a 45 for 1 stock
split.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $12,000 at each month end. When
positive cash flow reaches $12,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will benefit the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - March 31, 2000:
15
<PAGE> 24
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
------ ---------------- ----------- -------
<S> <C> <C> <C>
Common William Crawford 450,000 (a) 10%
13370 Kirkham Way
Poway, CA 92064
Common Bobbie Jo Crawford 450,000 (b) 10%
13370 Kirkham Way
Poway, CA 92064
Total Shares Owned by Officers & Directors
As a Group 900,000 20%
</TABLE>
(a) Mr. Crawford received 10,000 shares of the Company's common stock on
June 14, 1994 for administrative services and services related to the
Company's business plan. 440,000 shares of the Company's common stock
were issued to him per a 45 for 1 stock split on June 15, 1999.
(b) Mrs. Crawford received 10,000 shares of the Company's common stock on
June 14, 1994 for administrative services and services related to the
Company's business plan. 440,000 shares of the Company's common stock
were issued to her per a 45 for 1 stock split on June 15, 1999.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr.
Crawford, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes.
ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Exhibit 27 Financial Data Schedule
Reports filed on Form 8-K: None
Reports required to be filed by Regulation S-X: None
16
<PAGE> 25
SIGNATURES
--------------------
Pursuant to the requirements of Section 13 and 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.
Executive Help Services, Inc.
Date June 15, 2000 By /s/ William Crawford
----------------------------------------
William Crawford, President & Director
Date June 15, 2000 By /s/ Bobbie Jo Crawford
----------------------------------------
Bobbie Jo Crawford, Treasurer & Director
17
