UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 2000
Commission file number 000-30477
MyTravelGuide.com, Inc.
a Nevada corporation
8275 South Eastern Avenue, Suite 200
Las Vegas, Nevada 89123
BC (604) 922-0584 NV (702) 990-8800
IRS Tax ID #: 88-0421583
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<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements:
MYTRAVELGUIDE.COM, INC.,
(FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
( A DEVELOPMENT STAGE COMPANY )
FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
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TABLE OF CONTENTS
Page Number
INDEPENDENT ACCOUNTANT'S REPORT.................. 1
FINANCIAL STATEMENT
Balance Sheets................................. 2
Statements of Operations and Deficit
Accumulated During the Development Stage..... 3
Statement of Changes in Stockholders' Equity... 4
Statements of Cash Flows....................... 5
Notes to the Financial Statements.............. 6-7
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of MyTravelGuide.com, Inc.
(formerly Diligencia Technologies, Inc.)
Las Vegas, Nevada
I have audited the accompanying balance sheets of
MyTravelGuide.com, Inc. (a development stage company) as of June
30, 2000, and June 30, 1999, and the related statements of
operations, cash flows, and changes in stockholders' equity for
the period from December 3, 1998, (date of inception) to June 30,
2000. These statements are the responsibility of
MyTravelGuide.com, Inc.'s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit 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. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present
fairly, in all material respects, the financial position of
MyTravelGuide.com, Inc. as of June 30, 2000, and June 30, 1999,
and the results of operations, cash flows, and changes in
stockholders' equity for the periods then ended, as well as the
cumulative period from December 3, 1998, in conformity with
generally accepted accounting principles.
/s/ DAVID COFFEY, CPA
David Coffey, C.P.A.
Las Vegas, Nevada
July 7, 2000
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MYTRAVELGUIDE.COM, INC.
(FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, 2000 June 30, 1999
--------------- ---------------
ASSETS
Cash $ 35,041 $ 41
--------------- ---------------
Total Assets $ 35,041 $ 41
=============== ===============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 2,400 $ 400
--------------- ---------------
Total Liabilities 2,400 400
Stockholders' Equity
Common stock, authorized
50,000,000 shares at $.001
par value, issued and
outstanding 3,470,000 shares
and 200,000 shares,
respectively, after giving
effect to a 17 for 1 stock
split on June 21, 2000 3,470 200
Additional paid-in capital 40,630 9,900
Deficit accumulated during
the development stage (11,459) (10,459)
--------------- ---------------
Total Stockholders' Equity 32,641 (359)
Total Liabilities and
Stockholders' Equity $ 35,041 $ 41
=============== ===============
The accompanying notes are an integral part of
these financial statements.
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MYTRAVELGUIDE.COM, INC.
(FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 2000, to Jan. 1, 1999, to Dec. 3, 1998, to
June 30, 2000 June 30, 1999 June 30, 2000
---------------- ----------------- ------------------
Income $ 0 $ 0 0
Expenses
Organizational
expense 0 0 400
Consulting 0 10,000 10,000
Professional fees 1,000 0 1,000
Office expenses 0 59 59
---------------- ----------------- ------------------
Total expenses 1,000 10,059 11,459
Net loss (1,000) (10,059) $ (11,459)
==================
Retained earnings,
beginning of period (10,459) (400)
---------------- -----------------
Deficit accumulated
during the development
stage $ (11,459) $ (10,459)
================ =================
Earnings ( loss ) per
share assuming
dilution, after
giving effect to a
17 for 1 stock split
on June 21, 2000:
Net loss $ 0.00 $ (0.06) $ (0.03)
---------------- ----------------- ------------------
Weighted average
shares outstanding 745,000 166,667 356,316
================ ================= ==================
The accompanying notes are an integral part of
these financial statements.
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MYTRAVELGUIDE.COM, INC.
(FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
( A DEVELOPMENT STAGE COMPANY )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 3, 1998, (Date of Inception) TO
JUNE 30, 2000
Additional
Common Stock Paid-in
Shares Amount Capital Total
--------- -------- --------- ---------
$ $ $
Balance,
December 3, 1998 ---- ---- ---- ----
Issuance of common
stock for cash
December, 1998 100,000 100 0 100
Less net loss 0 0 0 (400)
--------- -------- --------- ---------
Balance,
December 31, 1998 100,000 100 0 (300)
Issuance of common
stock for cash
March, 1999 100,000 100 9,900 10,000
Less offering costs 0 0 (1,000) (1,000)
Less net loss 0 0 0 (10,059)
--------- -------- --------- ---------
Balance,
December 31, 1999 200,000 200 8,900 (1,359)
Stock split 17 shares
for each 1 owned,
June 21, 2000 3,200,000 3,200 (3,200) 0
Issuance of common
stock for cash,
June, 2000 70,000 70 34,930 35,000
Less net loss 0 0 0 (1,000)
--------- -------- --------- ---------
Balance,
June 30, 2000 3,470,000 $ 3,470 $ 40,630 $ 32,641
========= ======== ========= =========
The accompanying notes are an integral part of
these financial statements
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MYTRAVELGUIDE.COM, INC.
(FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 2000, to Jan. 1, 1999, to Dec. 3, 1998, to
June 30, 2000 June 30, 1999 June 30, 2000
---------------- ----------------- ------------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (1,000) $ (10,059) $ (11,459)
Non-cash items
included in net loss 0 0 0
Adjustments to
reconcile net loss
to cash used by
operating activity
Accounts payable 1,000 0 2,400
---------------- ----------------- ------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 0 (10,059) (9,059)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0
---------------- ----------------- ------------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 70 100 270
Paid-in capital 34,930 9,900 44,830
Less offering costs 0 0 (1,000)
---------------- ----------------- ------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 35,000 10,000 44,100
---------------- ----------------- ------------------
NET INCREASE IN CASH 35,000 (59) $ 35,041
==================
CASH AT BEGINNING OF
PERIOD 41 100
---------------- -----------------
CASH AT END
OF PERIOD $ 35,041 $ 41
================ =================
Supplemental disclosure of effect of 17 for 1 stock split:
Increase in par value of common stock issued and outstanding $3,200
Decrease in value of paid-in capital in excess of par value (3,200)
The accompanying notes are an integral part of
these financial statements.
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MYTRAVELGUIDE.COM, INC.
(FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 3, 1998, under the laws of
the State of Nevada. The business purpose of the Company was to
engage in Internet web page design and Internet consulting.
Subsequently, on February 25, 2000, the Company changed its name to
MyTravelGuide.com, Inc. and changed its business purpose to the
marketing of travel-related services using the Internet.
The Company will adopt accounting policies and procedures based
upon the nature of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of paid-in
capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted
average shares outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were
issued. Since the Company has no common shares that are
potentially issuable, such as stock options, convertible securities
or warrants, basic and diluted EPS are the same.
NOTE D STOCK OFFERINGS
In March of 1999, the Company completed the sale of 100,000 shares
of its common stock at $.10 per share for $10,000. The proceeds
were to be used for Internet web page design and Internet
consulting research.
In June of 2000, subsequent to the change of Company name and the
17 for 1 stock split described in Notes E and F, below, the Company
sold 70,000 shares of its common stock in a private placement at
$.50 per share for a total of $35,000. The net proceeds were to be
used for the marketing of
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<PAGE>
MYTRAVELGUIDE.COM, INC.
(FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2000, AND JUNE 30, 1999
(continued)
NOTE D STOCK OFFERINGS (continued)
travel-related services using the Internet.
NOTE E CHANGE OF COMPANY NAME
On February 25, 2000, the stockholders approved a change of the
name of the Company from "Diligencia Technologies, Inc." to
"MyTravelGuide.com, Inc."
NOTE F STOCK SPLIT
On June 21, 2000, the shareholders approved a 17 for 1 split of the
Company's common stock. Holders of the 200,000 shares of stock
outstanding were issued shares to bring the total shares
outstanding to 3,400,000.
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Item 2. Management's Discussion and Analysis
Forward Looking Statements
--------------------------
This Quarterly Report on Form 10-QSB contains
forward-looking statements. Such statements consist of any
statement other than a recitation of historical facts and can be
identified by words such as "may," "expect," "anticipate,"
"estimate," "hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, including but not limited to: those risks
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations, including, but not restricted to Nevada and
eventually other jurisdictions; competitive and other factors
affecting the Company's operations, markets, products and
services; those risks associated with the funding of the Company
and other costs associated with the Company's marketing
strategies; those risks associated with the Company's ability to
successfully negotiate with certain business owners; those risks
relating to estimated contract costs, estimated losses on
uncompleted contracts and estimates regarding the percentage of
completion of contracts, risks relating to the ability of Company
to raise the funds necessary to operate and develop business, and
risks relating to changes in interest rates and in the
availability, cost and terms of financing; risks related to the
performance of financial markets; risks related to changes in
domestic and foreign laws, regulations and taxes; risks related
to changes in business strategy or development plans; risks
related to any possible future lawsuits against the Company and
the associated costs, and risks associated with future
profitability. Many of these factors are beyond the Company's
control. Actual results could differ materially from these
forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
information contained in this quarterly report on Form 10-QSB
will, in fact, occur. The Company's actual results may differ
materially as a result of certain factors, including those
set forth in this Form 10-QSB. Potential investors should
consider carefully the previously stated factors, as well as the
more detailed information contained elsewhere in this Form
10-QSB, before making a decision to invest in the common stock of
the Company.
The following is a discussion of the financial condition and
results of operations of the Company as of the date of this
quarterly report. This discussion and analysis should be
read in conjunction with the accompanying audited Financial
Statements of the Company including the Notes thereto which are
included elsewhere in this Form 10-QSB and the notice regarding
forward-looking statements.
PLAN OF OPERATION
The Company proposes to enter the travel business over the
Internet.
No product research or development is considered necessary;
no new equipment or plant is required. The Company expects to
employ 15 people as employees over the next twelve (12) months
Revenue
-------
The Company has received no revenue from operations since
inception. However, since the Company is still in the development
stage its income and expenses were nominal.
Liquidity
---------
The Company will have to raise additional capital in the
next twelve months from close friends and business associates on
a private placement basis pursuant to Rule 505 or 506 dependent
upon the advice of counsel. As of December 31, 1999, the Company
had nominal working capital and results. In order to satisfy the
liquidity needs of the Company for the following twelve months,
the Company will be primarily dependent upon proceeds from the
sale of the Company's common stock and possible future cash flow
from operations. Since the Company is in its development stage
and has not entered into any contracts, attracted clientele or
otherwise engaged in any activity that would generate revenue at
this time, the Company does not currently have the revenue
necessary to fund future operations of the Company. If the
Company is unable to obtain adequate funds from the sale of its
stock in public offerings, private placements, or alternative
financing arrangements, it may be necessary to postpone any
acquisitions or the Company's ability to obtain Letters of
Credit. The Company, under such circumstances, would resort to
using cash flow for internal growth.
While the Company has raised capital to meet its working
capital and financing needs, additional financing is required in
order to complete the business plan. The Company is seeking
financing, in the form of equity and debt in order to provide
working capital. There are no assurances the Company will be
successful in raising the funds required.
The Company has issued shares of its Common Stock from time
to time in the past to satisfy certain obligations and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Company. If operations and cash flow can be
improved through these efforts, management believes that the
Company's liquidity problems will be resolved and that the
Company can continue to operate. However, no assurance can be
given that management's actions will result in profitable
operations.
The plan of the Company is to raise more financing as soon
as the Company's shares are approved for trading to enable the
Company to enter into purchase and supply contracts.
Potential Uncertainties
------------------------
As the Company expects eventually to sell via e-commerce
internationally, and such receivables may be generated in foreign
currencies, fluctuations in the value of currencies relative to
the United States dollar could adversely affect the Company's
profitability.
PART II - OTHER INFORMATION
(Items 1, 3 and 5 have been omitted as there is no
information to report.)
Item 2. Changes in Securities
In June of 2000, subsequent to the change of Company name
and the 17 for 1 stock split, the Company sold 70,000 shares of
its common stock in a private placement at $.50 per share for a
total of $35,000.
On June 21, 2000, the shareholders approved a 17 for 1 split
of the Company's common stock. Holders of the 200,000 shares of
stock outstanding were issued shares to bring the total shares
outstanding to 3,400,000.
Item 4. Submission of Matters to a Vote of Securities Holders
On June 21, 2000, a special meeting of the shareholders was
held at Suite 200, 8275 South Eastern Road, Las Vegas, Nevada. The
sole matter for discussion and vote was a resolution to approve a 17
for 1 split of the Company's common stock. All shareholders were
present by telephone or proxy. The vote was unanimous with 66
shareholders voting in favour of a resolution and 0 shareholders
voting against. Accordingly the motion was carried.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit No. Description
----------- -------------------------------------------
27.0 Financial Data Schedule
Reports on Form 8-K
------------------------------------------------------------
During the quarter ended June 30, 2000, the Company did not
file any reports on Form 8-K with the Securities and Exchange
Commission.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MYTRAVELGUIDE.COM, INC.
(Registrant)
Date: September 7, 2000 By: /s/ ROBIN J. HARVEY
--------------------------------
Robin J. Harvey
Treasurer and duly authorized officer
