U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended May 31, 2000
Commission file no. 000-29589
Dolphin.com, Inc.
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(Name of Small Business Issuer in its Charter)
Florida 58-2518569
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
2958 Braithwood Court
Atlanta, GA 30345
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (770) 414-9596
Securities to be registered under Section 12(b) of the Act:
Title of each class Names of each exchange
on which registered
None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel.: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
Indicate by Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d)of the Exchange Act during the past 12 months (or for such
shorter periods that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
As of May 31, 2000, there are 5,500,000 shares of voting stock of the
registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
DOLPHIN.COM, INC.
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
During the Developmental Stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
Dorra Shaw & Dugan
Certified Public Accountants
ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Stockholders
Dolphin.com, Inc.
Palm Beach, Florida
We have reviewed the accompanying balance sheet of Dolphin.com, Inc. (a Florida
corporation and a development stage company) as of May 31, 2000, and the related
statements of Operations and Deficit accumulated during the development stage,
changes in stockholders' equity, and Cash Flows for the period January 19,2000
(date of inception) to May 31, 2000, in accordance with Statements on Standards
for Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of Dolphin.com, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based upon our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Dorra Shaw & Dugan
Certified Public Accountants
July 12, 2000
270 South County Road * Palm Beach, FL 33480
Telephone (561) 822-9955 * Fax (561) 832-7580
Website: dsd-cpa.com
F-1
<PAGE>
<TABLE>
<CAPTION>
DOLPHIN.COM, INC.
(A Development Stage Company)
BALANCE SHEET
May 31, 2000
-------------------------------------------------------------- ---------------
<S> <C>
ASSETS
Current Assets:
Cash $ 540
---- --------------------------------------------------------- ---------------
TOTAL CURRENT ASSETS 540
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$ 540
---- --------------------------------------------------------- ---------------
LIABILITIES
Current Liabilities:
Accrued expenses $ -
---- --------------------------------------------------------- ---------------
TOTAL CURRENT LIABILITIES -
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-
---- --------------------------------------------------------- ---------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
5,500,000 shares issued and outstanding 550
Preferred stock - no par value - 10,000,000 shares authorized
No shares issued and outstanding -
Additional paid-in-capital 3,050
Deficit accumulated during the developmental stage (3,060)
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TOTAL STOCKHOLDERS' EQUITY 540
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$ 540
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</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
DOLPHIN.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
For the period January 19, 2000 (date of inception) to May 31, 2000
---------------------------------------------------------------- ----------------
<S> <C>
Revenues $ -
---------------------------------------------------------------- ----------------
Operating expenses:
Professional fees $ 3,000
Bank charges 60
3,060
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Loss before income taxes (3,060)
Income taxes -
--- ------------------------------------------------------------ ----------------
Net loss (3,060)
---------------------------------------------------------------- ----------------
Deficit accumulated during the
deveopmental stage - May 31, 2000 $ (3,060)
---------------------------------------------------------------- ----------------
Net loss per share $ (0.0005)
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</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
DOLPHIN.COM, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period January 19, 2000 (date of inception) to May 31, 2000
----------------------------------------------------------------- -------------
<S> <C>
Operating Activities:
Net loss $ (3,060)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in:
Issuance of common stock for services 2,500
---- --- --- --- ------------------------------------------------ -------------
Net cash used by operating activities (560)
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Financing activities:
Issuance of Common Stock 1,100
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Net cash provided by financing activities 1,100
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Net increase in cash 540
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Cash - May 31, 2000 $ 540
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</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
DOLPHIN.COM, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period January 19, 2000 (date of inception) to May 31, 2000
------------------------------------------------------------------------------- ------------------------------- ---------------
Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
------------------ -------------- ---------- -------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Issuance of Common Stock:
January 20, 2000 5,500,000 $ - $ 550 $ 3,050 $ - $ 3,600
Net Loss - - - - (3,060) (3,060)
----------------------------------- ------------------ -------------- ---------- --------------- ---------------- ---------------
5,500,000 $ - $ 550 $ 3,050 $ (3,060) $ 540
--- ------------------------------- ------------------ -------------- ---------- --------------- ---------------- ---------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
DOLPHIN.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
Dolphin.com, Inc. (a development stage company) is a Florida corporation
incorporated on January 19, 2000.
The Company conducts business from its headquarters in Palm Beach, FL. The
Company has not yet engaged in its expected operations. The future operations
will be to merge with or acquire an existing company.
The Company is in the development stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business. While the
Company is negotiating with prospective personnel and potential customer
distribution channels, there is no assurance that any benefit will result from
such activities. The Company will not receive any operating revenues until the
commencement of operations, but will continue to incur expenses until then.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a November 30 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the 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 certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Interim Financial Statements
The May 31, 2000 interim financial statements include all adjustments, which in
the opinion of management are necessary in order to make the financial
statements not misleading.
Note B - Stockholders' Equity:
The Company has authorized 50,000,000 shares of $.0001 par value common stock.
On January 20, 2000, the company authorized and issued 5,500,000 shares of
restricted common stock to two investors for $1,100 in cash plus service valued
at $2,500. In addition, the Company authorized 10,000,000 shares of no par value
preferred stock with the specific terms, conditions, limitations and preferences
to be determined by the Board of Directors. None of the preferred stock is
issued and outstanding as of May 31, 2000.
F-6
<PAGE>
DOLPHIN.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Note C - Income Taxes:
The Company has a net operating loss carry forward of $3,060 that may be offset
against future taxable income. If not used, the carry forward will expire in
2020.
The amount recorded as deferred tax assets, cumulative, as of May 31, 2000 is
$500, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$500, as the Company has no history of profitable operations.
Note D - Going Concern:
As shown in the accompanying financial statements, the Company incurred a net
loss of $3,060 from January 19, 2000 (date of inception) through May 31, 2000.
The ability of the Company to continue as a going concern is dependent upon
commencing operations and obtaining additional capital and financing. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern. The Company is currently
seeking a merger partner or an acquisition candidate to allow it to begin its
planned operations.
F-7
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by a shareholder,
specifically M. Investments, Inc. M. Investments, Inc. has agreed to pay future
costs associated with filing future reports under Exchange Act of 1934 if the
Company is unable to do so. It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company and any
additional needed funds will most likely be provided by the Company's existing
shareholders or its sole officer and director in the immediate future. Current
shareholders have not agreed upon the terms and conditions of future financing
and such undertaking will be subject to future negotiations, except for the
express commitment of M. Investments, Inc. to fund required 34 Act filings.
Repayment of any such funding will also be subject to such negotiations.
However, unless the Company is able to facilitate an acquisition of or merger
with an operating business or is able to obtain significant outside financing,
there is substantial doubt about its ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
Plan of Operation
During the next nine months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target company must repay funds advanced by its officers
and directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
<PAGE>
Year 2000 Compliance
The Company has not experienced a material impact as a result of the
YEAR 2000 event and does not anticipate that it will experience a material
impact to the Company's operations or financial condition in the future since
all of the internal software developed and utilized by the Company has been
upgraded to support Year 2000 versions.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
business strategy, expansion and growth of the Company's business and
operations, and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions and expected future developments as well as other factors it believes
are appropriate in the circumstances. However, whether actual results or
developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements. The Safe Harbor
provisions referred to herein do not apply to the Company until the Company is
subject to the reporting requirements of Section 13(a) or Section 15(d) of the
Exchange Act.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending May 31, 2000, covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated
herein by reference, as follows:
Exhibit No. Exhibit Name
--------------- ---------------------------------------------------------
3(i).1 Articles of Incorporation filed January 19, 2000(1)
3(ii).1 By-laws(1)
27 * Financial Data Schedule
----------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB. and subsequent amendments filed thereto.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended May 31,
2000.
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Dolphin.com, Inc.
(Registrant)
Date: July 15, 2000 BY: /s/ Mark A. Mintmire
-----------------------------------
Mark A. Mintmire, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
------------------ -------------------------------- --------------------
July 15, 2000 BY: /s/ Mark A. Mintmire
---------------------------
Mark A. Mintmire President, Secretary,
Treasurer, Director
