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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended November 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from________to________
Commission file number 333-94265
3045 Corporation
------------------------------------------------------
(Name of small business issuer in its charter)
Florida 06-1562447
------------ --------------------
(STATE OF OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3045 N. Federal Highway, Suite 60, Fort Lauderdale, Florida 33306
- ---------------------- -------
(ADDRESS OF PRINCIPAL ZIP CODE
EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 565-1400
-------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
-----
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
COMMON STOCK, WITHOUT PAR VALUE
---------------------------------------
(TITLE OF CLASS)
------------------------------------------------
(TITLE OF CLASS)
Check whether the issuer (1) has filed all reports required to be filed by
Sections 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 []
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of the 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. []
Revenues for the issuer's most recent fiscal year were $0.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the closing price of such stock as of
November 30, 2000, was approximately $0.
Number of shares outstanding of the issuer's common stock, as of November 30,
2000 was 1,032,000.
Documents Incorporated by Reference: The 3045 Corporation's SB-2 Registration
Statement dated March 14, 2000 is hereby incorporated in Parts I, II and III of
this Annual Report.
PART I
ITEM 1. BUSINESS
FORWARD LOOKING STATEMENTS Certain information contained in this Annual Report
on Form 10-KSB, including, without limitation, information appearing under Part
I, Item I (Business), and Part II, Item 6 (Management's Discussion and Analysis
of Financial Condition and Results of Operations) are 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). Factors set
forth that appear with the forward-looking statements, or in our other
Securities and Exchange Commission filings, including our Registration Statement
on Form SB-2 dated March 14, 2000, could affect our actual results and could
cause our actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, us in this Annual Report on
Form 10-KSB. Such potential risks and uncertainties include, but are not limited
to: dependence on the Internet, inability to develop a business plan, lack of an
operational website, lack of customers; intensely competitive industry with
increasing competition and new website development and product obsolescence. Due
to these factors, we believe that it is difficult to predict our success and
that moreover, our proposed plan of business cannot be relied upon as an
indication of our future performance. Additionally, we undertake no obligation
to publicly release the results of any revisions to these forward-looking
statements, which may be made to reflect events or circumstances occurring after
the date hereof or to reflect the occurrence of unanticipated events.
PART I
Item 1. Description of Business.
We were incorporated in the State of Florida on October 26, 1999, for the
purpose of selling mortgage information through the Internet.
We plan to deliver mortgage related information and services through our
website. As of the date of this prospectus, we do not have an operational
website, Internet service provider or web site developer, all of which will be
necessary to execute our plan of business. To date, we have not formulated any
relationships for the hosting, development or maintenance of a web site. We plan
to generate revenues through the sale of advertising and through subscriptions.
Because we currently do not have a well-developed business plan, we may spend an
excessive amount of our financial and operational resources to develop of our
business plan. Our website may not be developed in a timely fashion with the
computer, technical and marketing skills necessary to construct a superior
website.
There are no assurances that we will be successful in our business or overcoming
the numerous risks involved in our planned business. In addition, there are no
assurances that the public will accept our on-line mortgage business. As such,
should adverse conditions occur pertaining to the general business environment
or our operations or financial condition we may consider any of the following
corporate actions:
o Merger with another Company;
o Acquisition with another Company;
o Share Exchange with another Company;
o Sale of a majority interest of our Company;
o Entering into a new line of business; and
o Adjusting our current line of business to accommodate changing business
conditions.
Our success depends upon the general acceptance of on-line mortgage information
and services by consumers, mortgage brokers and other third parties. If these
groups do not embrace online mortgage information, our operations will be
adversely affected. The market for electronic mortgage information and services,
particularly over the Internet, is in its early stages of development, but is
evolving rapidly. We cannot assure that a sufficiently broad base of consumers
and businesses will adopt, and continue to use, the Internet to obtain mortgage
services, traditionally provided in person-to-person and paper transactions. Our
business prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in the new and rapidly evolving
market for Internet services.
We believe that acceptance of our services will depend on the following factors,
among others:
o The growth of the Internet as a medium for commerce generally, and as
a market for financial products and services in particular;
o Development of the necessary Internet network infrastructure to support
new technologies and handle the demands placed upon the Internet;
o Government regulation of the Internet;
o Our ability to successfully and efficiently develop on-line information
that is attractive to a Sufficiently large number of consumers and
mortgage brokers; and
o a change in the perception among many consumers and real estate service
providers that obtaining mortgage information on-line is less
dependable than obtaining mortgage information through more traditional
methods.
Slower response times could adversely affect use of our website. We may be
unable to develop and introduce new services or service enhancements in a timely
manner. In addition, because the market for on-line mortgage information is in
the early stages of development, data pertaining to the volume of visitors to
other mortgage websites is difficult to predict. If the volume of website
visitors falls below expectations of financial analysts or the public, we may be
unable to obtain quality advertising contracts. The occurrence of any of these
factors could have a material adverse effect upon the nature of our business and
the continuation of our website.
We plan to develop a web site that provides information to visitors about
different mortgage products. The site is planned to include a glossary of terms
used in the mortgage process, an amortization schedule generator, and an
estimated payment calculator. We plan to develop our site to permit website
visitors to review the mortgage approval and application process. Visitors who
wish to access the information will be required to pay a fee of $20, which
allows them to use our site for one month from the subscription date. Each user
will be granted a password for entry into the web site. We plan to charge this
fee to the subscriber's credit or debit card. We plan to process all orders by
on line credit card or cyber cash systems, but we currently have not developed
any relationships or contracts to process online orders. In addition, we have
not researched the needs of our planned website functions or the fees associated
with the services needed to fulfill those needs.
Our site content will consist of information relating to the mortgage
application process. We plan to provide information to borrowers such as
advantages and disadvantages of fixed and adjustable rate loans, as well as
loans with an interest rate that is fixed for a period of time and subsequently
adjusts one time to a fixed rate loan. Our site will also contain information
relating to selection of a mortgage broker or lender, credit establishment and
credit repair. In addition, we also plan to provide interest rate information by
geographic area. A portion of the information available on our website may be
available free of charge at other locations; however, we intend to develop more
expansive information than that currently available free of charge.
Applying for a mortgage can be a confusing, tedious and intrusive experience for
homebuyers, especially first time homebuyers. We plan to demystify the mortgage
loan process by providing more expansive information to familiarize the buyer
with documentation requirements to determine eligibility. We plan to provide our
visitors with information their lender would require for a mortgage application.
This documentation may include bank statements, pay stubs, W-2 forms, tax
returns, divorce decrees, property settlements, proof of self-employment,
verification of all assets, and property ownership. We plan also to provide
guidance to borrowers in the selection of property inspectors, property
appraisers, surveyors and title insurance companies.
We plan to establish our market through e-mail advertising. We have not
conducted any market testing to determine prospective advertisers on our
website. Visitors will be able to obtain information twenty-four hours per day,
seven days per week through the website. We also plan to sell advertising on our
website to banks, mortgage brokers, builders, land appraisers, surveyors,
inspectors, title companies and real estate brokers. We have not developed
criteria for pricing of the advertising space; however, we anticipate pricing
will be based upon advertisement size, web page placement, content requirements,
contract duration and other factors.
We plan to classify a lenders' advertisements by the loan product it offers. We
anticipate that our site will allow a borrower to complete a credit application
on line with our lender advertisers. Visitors will be placed into their
appropriate risk category which will describe mortgage products available at
varying interest rates, origination fees and discount points based upon the
borrower's risk classification.
We plan to seek lender advertisers that have a variety of products including
full disclosure loans that require verification of income, assets, credit,
source of funds, employment and residence history, based solely on the
borrower's credit history and the loan to value ratios without any further
documentation. We plan to provide borrowers with information on no documentation
or reduced documentation, which are typically provided to self-employed persons
or borrowers with prime credit ratings who desire to maintain their privacy
regarding their income. We also plan to attract advertisers who offer programs
for borrowers with previous credit blemishes; sub-prime loans, in a variety of
programs based upon risk based pricing.
The process of applying for a mortgage may be an invasive and foreign process.
We believe we can take the mystique out of the process by familiarizing the
borrower with required steps to obtain a mortgage.
We plan to develop a website, but have taken no steps towards its development.
We have no operating history for investors to evaluate our business strategy. We
have limited insight into trends that may emerge and affect our business. You
must consider the risks and difficulties frequently encountered by development
stage companies. Furthermore, we face risks due to our anticipated participation
in the new and rapidly-evolving Internet market. These challenges include our:
o Need to develop, maintain, and increase awareness of our web site;
o Need to attract and retain customers;
o Dependence on web site and transaction processing performance and reliability;
o Need to compete effectively;
o Need to establish ourselves as a participant in the evolving market for
mortgage information; and
o Need to establish and develop relationships with entities related to and
involved in the mortgage industry in order to obtain advertising revenues
for our site.
Because significant up front advertising, sales, and other expenses are required
to develop our web site, we anticipate that we may incur losses until revenues
are sufficient to cover our operating costs. We expect that our total website
development costs will be approximately $4,000 to $5,000, based on the following
estimated costs: (1) $125 for domain name registration and listing; (2) $2,000
to $3,000 for technical, presentational and other developmental costs; (3)
$1,000 for annual hosting service fees; and (4) $1,000 for annual site
maintenance. We will allocate advertising and promotional expenses as we develop
operations and research market demand for our services. Future losses are likely
before our operations will become profitable. Investors now have no basis upon
which to judge our ability to develop our web site and are unable to forecast
our future growth.
We have no revenues or revenue sources and yet we have significant costs. Our
website has not been developed. We cannot assure that we will obtain the
necessary working capital to develop our website. Further, even if our website
is developed, we cannot assure that our website will receive enough Internet
traffic or purchases to generate revenues or achieve profitability. We believe
that we will incur net losses for at least the next two years. We intend to
increase our operating expenses substantially as we:
o Develop our website;
o Initiate our marketing activities and advertising efforts;
o Provide our customers with promotional benefits;
o Increase our general and administrative functions to support our developing
operations; and
o Develop enhanced technologies and features to improve our web site,
once developed.
We will pay our increased operating expenses from our revenues if they are
sufficient; otherwise, we plan to borrow funds from our management to pay
expenses. Depending upon the extent that our development costs outpace our
revenues, our losses will accumulate more rapidly. In addition, we may find that
our development efforts are more expensive than we currently anticipate.
DISTRIBUTION
We plan to deliver our services through our website, if developed. We do not
have an operational website, Internet service provider, web site developer, all
of which will be necessary to execute our plan of business. To date, we have not
formulated any relationships for the hosting, development or maintenance of a
web site.
NEW PRODUCTS OR SERVICES
We currently have no new products or services announced or planned to be
announced to the public.
COMPETITIVE BUSINESS CONDITIONS
The conventional method of obtaining mortgage information for at least the past
fifty years has been through mortgage brokers or lenders, commercial banks,
savings and loan associations, credit unions and insurance companies. The public
has been reticent to new vehicles or formats through which they would receive
mortgage information. Despite the convenience of information offered over the
Internet or prospectively over our website, many consumers will view
conventional methods of obtaining this information more convenient and offering
better customer service.
SOURCES AND AVAILABILITY OF RAW MATERIALS
We have no raw materials or suppliers.
CUSTOMER BASE
We have no customers. If we are able to establish a customer base in the future,
we do not anticipate we will depend on one or a few major customers. There can
be no assurance that this assumption is correct.
INTELLECTUAL PROPERTY.
We do not have any trademarks, patents, licenses, royalty agreements, or other
proprietary interest.
GOVERNMENTAL REGULATION ISSUES.
We are not now affected by direct government regulation, generally and laws or
regulations directly applicable to access to or commerce on the Internet.
However, due to increasing usage of the Internet, a number of laws and
regulations may be adopted relating to the Internet, covering user privacy,
pricing, and characteristics and quality of products and services. Furthermore,
the growth and development for Internet commerce may prompt more stringent
consumer protection laws imposing additional burdens on those companies
conducting business over the Internet. The adoption of any additional laws or
regulations may decrease the growth of the Internet, which, in turn, could
decrease the demand for Internet services and increase the cost of doing
business on the Internet. These factors may have an adverse effect on our
business, results of operations and financial condition.
Moreover, the interpretation of sales tax, libel and personal privacy laws
applied to Internet commerce is uncertain and unresolved. We may be required to
qualify to do business as a foreign corporation in each such state or foreign
country. Our failure to qualify as a foreign corporation in a jurisdiction where
we are required to do so could subject us to taxes and penalties. Any such
existing or new legislation or regulation, including state sales tax, or the
application of laws or regulations from jurisdictions whose laws do not
currently apply to our business, could have a material adverse effect on our
business, results of operations and financial condition.
RESEARCH AND DEVELOPMENT.
To date, we have not undergone any research and development.
ENVIRONMENTAL LAW COMPLIANCE.
To the extent which environmental compliance may be necessary, we do not
anticipate any significant compliance expense.
EMPLOYEES.
We currently have one employee, Kim Namoli, our president and sole director, who
works for us part-time. We have no employment contract with Ms. Namoli and she
is not a union member or affected by labor contracts.
ITEM 2. DESCRIPTION OF PROPERTY.
Our executive offices are located at 3045 N. Federal Highway, Suite 60, Fort
Lauderdale, Florida 33306, where we share space with a Company owned by our
President, Kim Naimoli. The space is approximately 400 square feet total, of
which we occupy a small portion without charge. We feel that this space is
adequate for our needs at this time, and we feel that we will be able to locate
adequate space in the future, if needed, on commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings, which involve
3045 Corporation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no matters, which have been submitted to a vote of our security
holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Our common stock is currently traded on the National Association of Securities
Dealers Automated Quotation System Over the Counter Bulletin Board ("OTCBB")
under the symbol TZFF. There is no active trading market for our common stock.
As a result, the liquidity of an investment in the Common Stock may be adversely
affected. As of November 30, 2000, there were 1,032,000 common shares
outstanding. There is no trading activity in our securities, and there can be no
assurance a regular trading market for our common stock will be developed or if
developed, sustained
HOLDERS
As of November 30, 2000, there were approximately 31 holders of record of our
common stock.
DIVIDENDS
We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems appropriate.
ITEM 6. PLAN OF OPERATION
THE DISCUSSION CONTAINED HEREIN CONTAINS "FORWARD-LOOKING STATEMENTS" THAT
INVOLVE RISK AND UNCERTAINTIES. THESE STATEMENTS MAY BE IDENTIFIED BY THE USE OF
TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD" OR
"ANTICIPATES" OR EXPRESSING THIS TERMINOLOGY NEGATIVELY OR SIMILAR EXPRESSIONS
OR BY DISCUSSIONS OF STRATEGY. THE CAUTIONARY STATEMENTS MADE IN THIS PROSPECTUS
SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS
WHEREVER THEY APPEAR IN THIS PROSPECTUS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THIS PROSPECTUS. IMPORTANT FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED UNDER THE
CAPTION ENTITLED "RISK FACTORS," AS WELL AS THOSE DISCUSSED ELSEWHERE IN THIS
REGISTRATION STATEMENT.
We currently have no operations, revenues or customers. In the next twelve
months, we plan to develop our website and form strategic alliances and
relationships with key suppliers for our products and services. We will need
approximately $15,000 to accomplish these goals. We plan on funding these
expenses through non-interest bearing loans from our president. We are a
development stage company without operations or revenues. We are unable to
satisfy cash requirements without management's financial support. Our management
has made $15,500 of capital contributions to our business since our inception.
Our Company executed a note payable to our principal officer and as of
November 30, 2000, we owe her $21,775. The note is unsecured, due on demand and
provides for 8% annual interest. We anticipate that we will meet our cash
requirements for the foreseeable future through the financial support of our
president Kim Naimoli. Management's capital contributions will be accomplished
through interest bearing promissory notes between our Company and management. We
have not determined the amount of funds that will be necessary for management to
contribute at this time.
Over the next twelve months, we plan to develop a web site through which we will
provide mortgage related information. We will require additional funds to
develop our website. Although we plan to raise additional funds, we have not yet
determined how we will obtain these funds. There is no assurance that we will be
able to obtain financing for our business development. If adequate funds are not
available to us, we believe that our business development will be adversely
affected.
Until such time as we develop our website, if ever, we will not have revenues
from our operations. We anticipate that if our website becomes operational, we
will generate revenues from the sale of subscriptions to the website and through
the sale of advertisements. There is no assurance that we will be successful in
selling subscriptions or advertising for our website. We have no other sources
of revenue. As such, if we are not successful in this regard, we will be unable
to achieve revenues under our current business plan.
If our Company or its management receives proceeds from the sales of the
securities by the selling security shareholders, those persons may have
conducted an illegal distribution of our securities and may be deemed
underwriters. Accordingly, they will have liability for any material
misrepresentations or omissions in this document and otherwise in the offer and
sale of securities.
We do not anticipate significant research and development expenses over the next
twelve months. We do not expect to purchase or sell any plant and significant
equipment or make any significant changes in the number of employees over the
next twelve months.
There are no assurances that we will be successful in our plan of operations or
overcoming the numerous risks involved in our planned business. In addition,
there are no assurances that the public will accept our on-line mortgage
business. As such, should adverse conditions occur pertaining to the general
business environment or our operations or financial condition we may consider
any of the following corporate actions:
o Merger with another Company;
o Acquisition with another Company;
o Share Exchange with another Company;
o Sale of a majority interest of our Company;
o Entering into a new line of business; and
o Adjusting our current line of business to accommodate changing business
conditions.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
See financial statements required by this item are as follows:
3045 CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
November 30, 1999 and 2000
C O N T E N T S
Page
INDEPENDENT AUDITOR'S REPORT F-2
FINANCIAL STATEMENTS
Balance Sheets F-3
Statements of Loss and Accumulated Deficit
During the Development Stage F-4
Statements of Cash Flows F-5
Statements of Deficiency in Assets F-6
NOTES TO FINANCIAL STATEMENTS F-7 to F-9
F-1
<PAGE>
Dohan and Company 7700 North Kendall Drive, 204
Certified Public Accountants Miami, Florida 33156-7564
A Professional Association Telephone (305) 274-1366
Facsimile (305) 274-1368
E-mail [email protected]
Internet www.uscpa.com
Independent Auditor's Report
Stockholders and Board of Directors
3045 Corporation (A Development Stage Company)
Fort Lauderdale, Florida
We have audited the accompanying balance sheets of 3045 Corporation (A
Development Stage Company), as of November 30, 2000 and 1999, and the related
statements of loss and accumulated deficit during the development stage, cash
flows, and deficiency in assets for the year ended November 30, 2000 and for the
period from inception (October 26, 1999) to November 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the financial position of 3045 Corporation (A Development
Stage Company) at November 30, 2000 and 1999, and the results of its operations
and its cash flows for the year ended November 30, 2000 and for the period from
inception (October 26, 1999) to November 30, 1999, 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 4 to the
financial statements, the Company has suffered losses from operations and other
transactions, has a working capital deficiency and has a deficiency in assets
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Dohan and Company, CPA's
December 26, 2000
Miami, Florida
Member:
Florida Institute of Certified Public Accountants
American Institute of Certified Public Accountants - Private Companies and SEC
Practice Sections
SC International - Offices in Principal Cities World-Wide
F-2
<PAGE>
3045 CORPORATION
(A Development Stage Company)
BALANCE SHEETS
November 30, 2000 1999
--------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 16 $ 8,331
Deferred tax asset less valuation
allowance of $3,950 and $3,103 - -
--------------------------------------------------------------------------------
TOTAL ASSETS $ 16 $ 8,331
--------------------------------------------------------------------------------
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Accounts payable $ 230 $ -
Note payable to officer/shareholder 21,775 15,500
Accrued expenses and other liabilities 4,006 8,267
--------------------------------------------------------------------------------
TOTAL LIABILITIES 26,011 23,767
--------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTES 4 AND 5)
DEFICIENCY IN ASSETS
Preferred stock, no par value, 10,000,000
shares authorized; none outstanding - -
Common stock, no par value, 50,000,000
shares authorized, 1,032,000 shares
issued and outstanding 5,350 5,350
Stock subscriptions receivable - (100)
Deficit accumulated during the development
stage (31,345) (20,686)
--------------------------------------------------------------------------------
TOTAL DEFICIENCY IN ASSETS (25,995) (15,436)
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 16 $ 8,331
--------------------------------------------------------------------------------
See accompanying notes.
F-3
<PAGE>
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
For the period
from inception
For the year ended (October 26, 1999) to Cumulative
November 30, 2000 November 30, 1999 since inception
--------------------------------------------------------------------------------
EXPENSES
Professional fees $ 7,537 $ 20,450 $ 27,987
Interest expense 2,506 - 2,506
Office expenses 492 219 711
Other operating expenses 124 17 141
--------------------------------------------------------------------------------
NET LOSS BEFORE INCOME TAXES (10,659) (20,686) (31,345)
INCOME TAXES - - -
--------------------------------------------------------------------------------
NET LOSS $ (10,659) $ (20,686) $ (31,345)
--------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,037,000 490,133 990,668
--------------------------------------------------------------------------------
BASIC AND DILUTED
NET LOSS PER SHARE $ (0.01) $ (0.04) $ (0.03)
--------------------------------------------------------------------------------
See accompanying notes.
F-4
<PAGE>
3045 CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period
from inception
For the year ended (October 26, 1999) to Cumulative
November 30, 2000 November 30, 1999 since inception
--------------------------------------------------------------------------------
CASH FLOWS FROM DEVELOPMENT
STAGE OPERATING
ACTIVITIES
Net loss $ (10,659) $ (20,686) $ (31,345)
Adjustments to
reconcile net loss to
net cash used by
operating activities:
Common stock exchanged
for services - 3,750 3,750
Increase in accounts
payable 230 - 230
(Decrease) Increase in
accrued liabilities (4,261) 8,267 4,006
--------------------------------------------------------------------------------
NET CASH USED BY DEVELOPMENT
STAGE OPERATING ACTIVITIES (14,690) (8,669) (23,359)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable
to officer/shareholder 6,275 15,500 21,775
Sale of common stock - 1,500 1,500
Payment on stock
subscriptions receivable 100 - 100
--------------------------------------------------------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 6,375 17,000 23,375
--------------------------------------------------------------------------------
NET INCREASE IN CASH AND
EQUIVALENTS FOR THE
PERIOD AND CUMULATIVE
DURING THE DEVELOPMENT
STAGE (8,315) 8,331 16
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 8,331 - -
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 16 $ 8,331 $ 16
--------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
SUPPLEMENTAL DISCLOSURES OF
NON-CASH FINANCING ACTIVITIES
Common Stock issued for
subscription receivable $ - $ 100 $ 100
--------------------------------------------------------------------------------
See accompanying notes.
F-5
<PAGE>
3045 CORPORATION
(A Development Stage Company)
STATEMENTS OF DEFICIENCY IN ASSETS
--------------------------------------------------------------------------------
Accumulated
Deficit Total
Additional Stock During the Deficiency
Common Stock Paid-in Subscription Development in Assets
----------------
Description Shares Amount Capital Receivable Stage Assets
--------------------------------------------------------------------------------
Common stock
issued for
cash 25,000 $ 1,500 $ - $ - $ - 1,500
Common stock
exchanged
for services 1,005,000 3,750 - - - 3,750
Issuance of
common stock
for stock
subscription
receivable 2,000 100 - (100) - -
Cumulative net
loss for the
period from
inception
(October 26,
1999)
to November 30,
1999 - - - - (20,686) (20,686)
--------------------------------------------------------------------------------
Balance,
November 30,
1999 1,032,000 $ 5,350 $ - $ (100) $ (20,686) $ (15,436)
--------------------------------------------------------------------------------
Payments on
stock
subscription
receivable - - - 100 - 100
Net loss for
the year ended
November 30,
2000 - - - - (10,659) (10,659)
--------------------------------------------------------------------------------
Balance,
November 30,
2000 1,032,000 $ 5,350 $ - $ - $ (31,345) $ (25,995)
--------------------------------------------------------------------------------
See accompanying notes.
F-6
<PAGE>
3045 CORPORATION (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
3045 Corporation (the Company) is a Florida corporation formed in October 1999,
primarily to provide information services related to the mortgage industry
through the Internet.
Reclassifications
Amounts in the prior year financial statements have been reclassified for
comparative purposes to conform to the presentation of the current year
financial statements.
Use of Estimates
The preparation of 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 disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Income Taxes
The Company follows Statement of Financial Accounting Standards No. 109 (FAS
109), "Accounting for Income Taxes". FAS 109 is an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of the difference in events that have been
recognized in the Company's financial statements compared to the tax returns.
Advertising
Advertising costs will be expensed as incurred.
Basic and Diluted Net Loss Per Common Share
The Company follows the provisions of FASB Statement No. 128 (SFAS No. 128),
"Earnings Per Share". SFAS No. 128 requires companies to present basic earnings
per share (EPS) and diluted EPS, instead of primary and fully diluted EPS
presentations that were formerly required by Accounting Principles Board Opinion
No. 15, "Earnings Per Share". Basic EPS is computed by dividing net income or
loss by the weighted average number of common shares outstanding during each
year.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.
Fair Value of Financial Instruments
The carrying amount of the Company's financial assets and liabilities at
November 30, 2000, approximate fair value due to the short maturity of the
instruments.
Development Stage Company
The Company has been devoting its efforts to activities such as raising capital,
establishing sources of information, and developing markets for its planned
operations. The Company has not yet generated any revenues and, as such, it is
considered a development stage company.
F-7
<PAGE>
NOTE 2. RELATED PARTY TRANSACTIONS
The Company issued 950,000 shares of common stock to the President of the
Company in November 1999, for services as founder. These shares were issued at a
total value of $1,000.
The Company sold one thousand shares to a related party, through a family
relationship, in November 1999. These shares were sold at a value of $.05 per
share for a total of $50.
Note payable from officer/shareholder at November 30, 2000, was $21,775. This
note is unsecured, due on demand, and provides for annual interest at 8%.
NOTE 3. INCOME TAXES
At November 30, 2000, the Company had a net operating loss available for
carryforward of approximately $28,800. This loss may be carried forward to
offset federal income taxes in future years through the year 2020. However, if
subsequently there are ownership changes in the Company, as defined in Section
382 of the Internal Revenue Code, the Company's ability to utilize net operating
losses available before the ownership change may be restricted to a percentage
of the market value of the Company at the time of the ownership change.
Therefore, substantial net operating loss carryforwards could, in all
likelihood, be limited or eliminated in future years due to a change in
ownership as defined in the Code. The utilization of the remaining carryforwards
is dependent on the Company's ability to generate sufficient taxable income
during the carryforward periods and no further significant changes in ownership.
The Company computes deferred income taxes under the provisions of FASB
Statement No. 109 (SFAS 109), which requires the use of an asset and liability
method of accounting for income taxes. Under SFAS 109, deferred income taxes
reflect the net effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. These differences result primarily from accrued shareholder
interest not deductible for income tax purposes, providing a deferred tax
benefit of $376. SFAS No. 109 also provides for the recognition and measurement
of deferred income tax benefits based on the likelihood of their realization in
future years. A valuation allowance must be established to reduce deferred
income tax benefits if it is more likely than not that, a portion of the
deferred income tax benefits will not be realized. It is Management's opinion
that the entire deferred tax benefit resulting from the net operating loss
carryforward of $4,326 may not be recognized in future years. Therefore, a
valuation allowance of $3,950 has been established, which represents an
increase of $847 from prior year's valuation allowance of $3,103, resulting in
no deferred tax benefits as of the balance sheet date.
NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS
As shown in the accompanying financial statements, the Company incurred a net
loss of $10,659 for the year ended November 30, 2000. As a result, the Company
has a negative working capital and a deficiency in assets. The ability of the
Company to continue as a going concern is dependent upon its ability to obtain
financing and achieve profitable operations. The Company anticipates to meet its
cash requirements through the financial support of its management until a
customer base is developed. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
F-8
<PAGE>
NOTE 5. COMMITMENTS AND CONTINGENCIES
Office space
The Company shares its executive offices with a company owned by its President.
The Company occupies a small portion of the total space of 400 square feet,
free of charge.
NOTE 6. COMMON STOCK
In November 1999, the Company issued 32,000 shares of common stock at a stated
value of $.05 per share, for a total value of $1,600. A stock subscription
receivable of $100 was recorded at the date of issuance.
F-9
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The accounting firm of Dohan and Company, CPA's, P.A. audited our financial
statements. Since inception, we have had no changes in or disagreements
with our accountants.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE
REGISTRANT
The names and ages of our Directors and executive Officers are set forth below:
Name Age Position(s) With The Company
------ --- ----------------------------
Kim A. Naimoli 41 President/Secretary/Treasurer
Kim A. Naimoli will serve as the director until our next annual shareholder
meeting to be held within six months of our fiscal year's close or until a
successor is elected who accepts the position. Directors are elected for
one-year terms.
DIRECTORS AND OFFICERS
Our Bylaws provide that we shall have a minimum of one director on the board at
any one time. Vacancies are filled by a majority vote of the remaining directors
then in office. The directors and executive officers of 3045 Corporation are as
follows:
Kim A. Naimoli
From 1991 to 1993, Ms. Naimoli was a manager for Credit Bureau Affiliates where
she supervised up to 25 employees. Her duties included sales and marketing. In
1993, she left this position and formed her own company, Credit Bureau Services,
where she continued to focus on sales and marketing. In March 1996, Ms. Naimoli
and her husband opened Coral Mortgage, where she continues to handle marketing
and sales management for that company. In 1998, Credit Bureau Services was
closed. Thereafter, Ms. Naimoli assumed the position of a loan originator for
Apartment Lending.
SIGNIFICANT EMPLOYEES
Other than Kim Naimoli, there are no employees who are expected to make a
significant contribution to our Corporation.
FAMILY RELATIONSHIPS
There are no family relationships among our officers, directors, or persons
nominated for such positions.
LEGAL PROCEEDINGS
No officer, director, or persons nominated for such positions and no promoter or
significant employee of our Corporation has been involved in legal proceedings
that would be material to an evaluation of our management.
Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent (10%) of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of our common stock and other equity securities. Officers, directors
and greater than ten percent shareholders are required by SEC regulation to
furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely upon our review of the copies of such reports
furnished to us during the year ended November 30,2000, all Section 16(a) filing
requirements applicable to our officers and directors and greater than ten
percent beneficial owners were satisfied.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
No executive compensation has been paid since our inception.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The
following tables set forth the ownership, as of November 30,2000, of our common
stock (a) by each person known by us to be the beneficial owner of more than 5%
of our outstanding common stock, and (b) by each of our directors, by all
executive officers and our directors as a group. To the best of our knowledge,
all persons named have sole voting and investment power with respect to such
shares, except as otherwise noted.
Security Ownership of Certain Beneficial Owners.
TITLE OF NO. OF NATURE OF CURRENT
CLASS NAME & ADDRESS SHARES OWNERSHIP %OWNED
----- -------------- ------ --------- -------
Common Kim A. Naimoli 950,000 Direct 91%
3045 N. Federal Highway, Suite 60
Fort Lauderdale, Florida 33306
Security Ownership of Officers and Directors.
TITLE OF NO. OF NATURE OF
CLASS NAME & ADDRESS SHARES OWNERSHIP %OWNED
----- -------------- ------ --------- ------
Common Kim A. Naimoli 950,000 Direct 91%
3045 N. Federal Highway, Suite 60
Fort Lauderdale, Florida 33306
All Officers and Directors as a Group 950,000 Direct 91%
(1 Individual)
Changes in Control.
There are currently no arrangements, which would result in a change in control
of 3045 Corporation.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the sale of shares to our President and Director, Kim Naimoli, we
have not entered into any transactions with our officers, directors, persons
nominated for such positions, beneficial owners of 5% or more of our common
stock, or family members of such persons. We are not a subsidiary of any other
company. Our President, Kim A. Naimoli, was our only promoter.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(A)Exhibits
The following exhibits are filed with this report:
(3.1) Articles of Incorporation (incorporated by reference Form SB-2/A filed
April 4, 2000, File No. 333-94265)
(3.2) By-laws (incorporated by reference Form SB-2/A filed April 4, 2000,
File No. 333-94265)
(b) REPORTS ON FORM 8-K
We did not file any reports on Form 8-K during the fourth quarter of fiscal
2000.
SIGNATURES
In accordance with the requirements of the Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
3045 Corporation
/s/ Kim Naimoli
---------------
By: Kim A. Naimoli, President
Date: November 30, 2000
In accordance with the requirements of the Exchange Act, this report has been
signed below by the following persons in the capacities and on the dates stated.
/s/ Kim Naimoli
---------------
Kim Naimoli
Title: President & Director
Date: November 30, 2000
