U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2000
Commission File No: 0-30583
CASTPRO.COM. INC.
-----------------
(Exact Name of small business issuer as Specified in its Charter)
Nevada 95-4774766
-------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
11300 West Olympic Boulevard, Suite 730, Los Angeles, Ca. 90064
----------------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
(310) 231-7066
----------------------------------------------
Issuer's Telephone Number, Including Area Code
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve 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
ninety days.
Yes X No
-------------- --------------
The number of shares of issuers Common Stock, par value .001, outstanding as of
June 30, 2000 was 9,898,500 shares.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1 Financial Statements.
CASTPRO.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
--------------------------------------
And
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------
June 30, 2000 and June 30, 1999
-------------------------------
<PAGE>
CASTPRO.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
TABLE OF CONTENTS
June 30, 2000 and June 30, 1999
-------------------------------
Page
Independent Accountant's Review Report F-1
Consolidated Balance Sheet F-2
Consolidated Statement of Operations
and Accumulated Deficit F-3 - F-4
Consolidated Statement of Cash Flows F-5 - F-6
Consolidated Statement of Stockholders' Equity F-7 - F-8
Notes to Consolidated Financial Statements F-9 - F-12
<PAGE>
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
--------------------------------------
To The Stockholders' and Board of Directors
CASTPRO.COM, Inc. and Subsidiary
Los Angeles, CA 90064
We have reviewed the accompanying consolidated balance sheet of Castpro.com,
Inc. and Subsidiary (a development stage company) as of June 30, 2000, and the
related consolidated statements of operations and accumulated deficit, and
consolidated cash flows for the six months ended June 30, 2000 and six months
ended June 30, 1999, as well as the quarter ended June 30, 2000 and the quarter
ended June 30, 1999, 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 Castpro.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 on 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.
/s/Brad B. Haynes
-----------------
Brad B. Haynes
Los Angeles, California
August 7, 2000
F-1
<PAGE>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
--------------------------
June 30, 2000
-------------
ASSETS
------
CURRENT ASSETS
Cash $ 67,113
Accounts receivable 38,310
Prepaid expenses 2,432
Total Current Assets $107,855
PROPERTY AND EQUIPMENT
(Net of $83,002 depreciation) 580,271
OTHER ASSETS
Security deposits 33,322
Other assets 1,194
--------
Total Other Assets 34,516
--------
TOTAL ASSETS $722,642
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accrued expenses payable 21,560
Payroll taxes payable 14,279
Income tax payable 800
-----------
Total Current Liabilities 36,639
STOCKHOLDERS' EQUITY
Capital Stock, authorized; 100,000,000
shares of Common Stock @ .001,
issued and outstanding 9,898,500 9,899
Additional paid-in capital 1,513,001
Accumulated deficit during development stage (836,897)
-----------
Total Stockholders' Equity 686,003
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 722,642
See accountant's review report and accompanying notes
F-2
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
------------------------------------------------------------
For the Periods
---------------
January 12, 1999
Six Months Ended Six Months Ended (Date of Inception)
June 30, 2000 June 30, 1999 to June 30, 2000
------------- ------------- ----------------
<S> <C> <C> <C>
REVENUES $ 60,985 $ 0 $ 60,985
EXPENSES
General, Sales and
Administrative Expenses 598,832 0 896,282
----------- ----------- -----------
(LOSS) FROM OPERATIONS (537,847) 0 (835,297)
PROVISION FOR INCOME TAXES 800 0 1,600
----------- ----------- -----------
NET LOSS (538,647) 0 (836,897)
ACCUMULATED LOSS
DURING THE DEVELOPMENT STAGE -
beginning (298,250) 0 0
----------- ----------- -----------
ACCUMULATED LOSS
DURING THE DEVELOPMENT STAGE - end $ (836,897) $ 0 $ (836,897)
----------- ----------- -----------
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 9,848,500 0 9,848,500
----------- ----------- -----------
BASIC LOSS PER COMMON SHARE $ (.05) $ 0 $ (.08)
----------- ----------- -----------
DILUTED LOSS PER COMMON SHARE $ (.05) $ 0 $ (.08)
----------- ----------- -----------
</TABLE>
See accountant's review report and accompanying notes
F-3
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
------------------------------------------------------------
For the Periods
---------------
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
REVENUES $ 59,485 $ 0
EXPENSES
General, Sales and Administrative Expenses 323,301 0
----------- -----------
(LOSS) FROM OPERATIONS (263,816) 0
PROVISION FOR INCOME TAXES 800 0
NET LOSS (264,616) 0
ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - beginning (572,281) 0
----------- -----------
ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - end $ (836,897) $ 0
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 9,848,500 0
BASIC LOSS PER COMMON SHARE $ (.02) $ 0
DILUTED LOSS PER COMMON SHARE $ (.02) $ 0
</TABLE>
See accountant's review report and accompanying notes
F-4
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
For the Periods
---------------
January 12, 1999
Six Months Ended Six Months Ended (Date of Inception)
June 30, 2000 June 30, 1999 to June 30, 2000
------------- ------------- ----------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss $(538,647) $0 $(836,897)
Adjustments to reconcile Net Loss:
To Net Cash Used By
Operating Activities
Depreciation 50,705 0 83,002
Stock Issued for Services 0 0 8,000
- - -----
Total Adjustments 50,705 0 91,002
(INCREASE) DECREASE IN ASSETS
Accounts Receivable (38,310) 0 (38,310)
Prepaid Expenses 41,692 0 (2,432)
Deposits 69,922 0 (33,322)
Other Assets 239 0 (1,194)
INCREASE (DECREASE) IN LIABILITIES
Accrued Expenses 4,768 0 21,560
Payroll Taxes Payable 10,071 0 14,279
Income Taxes Payable 0 0 800
- - ---
NET CASH USED BY OPERATING ACTIVITIES (399,560) 0 (784,514)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (349,270) 0 (658,373)
CASH FLOWS FROM FINANCING ACTIVITIES
Funds received by issuing note payable
(converted to equity) 685,000 0 1,510,000
------- ---------
NET CASH (USED BY) ALL ACTIVITIES (63,830) 0 67,113
CASH - Beginning 130,943 0 0
------- ---------
CASH - End $67,113 $0 $ 67,113
SUPPLEMENTAL CONSOLIDATED
CASH FLOWS INFORMATION
Income Tax $ 0 $0 $ 0
- - -
Interest $132 $0 $ 0
-- - -
</TABLE>
See accountant's review report and accompanying notes
F-5
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
For the Periods
---------------
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss $(264,616) $0
Adjustments to reconcile Net Loss:
To Net Cash Used By Operating
Activities
Depreciation 31,928 0
------ -
Total Adjustments 31,928 0
(INCREASE) DECREASE IN ASSETS
Accounts Receivable (38,310) 0
Prepaid Expenses 23,126 0
Deposits 0 0
Other Assets 120
INCREASE (DECREASE) IN LIABILITIES
Accrued expenses (17,462) 0
Payroll taxes payable 6,086 0
----- -
NET CASH USED BY OPERATING ACTIVITIES 259,128 0
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (73,213) 0
CASH FLOWS FROM FINANCING ACTIVITIES
Funds received by issuing note payable (converted to
equity) 50,000 0
------ -
NET CASH (USED BY) ALL ACTIVITIES (282,341) 0
CASH - Beginning 349,454 0
CASH - End $67,113 $0
---- -
SUPPLEMENTAL CONSOLIDATED
CASH FLOWS INFORMATION
Income Tax $0 $0
- -
Interest $66 $0
</TABLE>
See accountant's review report and accompanying notes
F-6
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For The Period January 12, 1999 (Date of Inception) to June 30, 2000
--------------------------------------------------------------------
Accumulated
Additional Deficit During Total
Common Stock Paid-In Development Stockholders'
Shares Par Value Amount Capital Stage Equity
------ --------- ------ ------- ----- ------
<S> <C> <C> <C> <C>
January 12, 1999 -- -- -- -- -- --
December 31, 1999
Issuance of Common Shares 8,000,000 .001 $8,000 -- -- $8,000
April 4, 1999
Contribution by LLC
principal of fixed assets 4,900 4,900
December 31, 1999
Recapitalization/reorganization 388,500 .001 389 (389) --
December 31, 1999
Conversion of debt to Common Stock 825,000 .001 825 824,175 825,000
December 31, 1999
Accumulated deficit
during development stage (298,250) (298,250)
----------- ---------- ----------- --------- -------------- ----------------
Balance December 31, 1999 9,213,500 .001 $9,214 $828,686 $(298,250) $539,650
</TABLE>
See accountant's review report and accompanying notes
F-7
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
For The Period January 12, 1999 (Date of Inception) to June 30, 2000 continued
------------------------------------------------------------------------------
Accumulated
Additional Deficit During Total
Common Stock Paid-In Development Stockholders'
Shares Par Value Amount Capital Stage Equity
------ --------- ------ ------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
March 31, 2000
Conversion of debt to
Common Stock 635,000 .001 635 634,365 635,000
March 31, 2000
Accumulated deficit
during development stage (274,031) (274,031)
----------- ---------- --------- ---------- -------------- ------------
Balance March 31, 2000 9,848,500 .001 $9,849 $1,463,051 $(572,281) $900,619
June 30, 2000
Conversion of debt
to Common Stock 50,000 .001 50 49,950 50,000
June 30, 2000
Accumulated deficit
during development stage
(264,616) (264,616)
----------- ---------- --------- ---------- -------------- ------------
Balance June 30, 2000 9,898,500 .001 $9,899 $1,513,001 $(836,897) $686,003
</TABLE>
See accountant's review report and accompanying notes
F-8
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
June 30, 2000 and June 30, 1999
-------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
Formation and Description of Business
-------------------------------------
Quinntal, International, LLC (California Incorporated) was formed on January
12, 1999. The LLC changed its name to CASTPRO.COM, LLC on August 6, 1999.
Effective December 31, 1999 the shareholders of LLC exchange 400 shares of
LLC (representing 100% of all shares) for 8,000,000 shares of Deep Earth,
Inc. formerly Engineering Services, Inc. (a Nevada corporation). At the time
of the business combination Deep Earth, Inc. was an active public shell and
had no assets or liabilities. Since the former controlling shareholders of
the LLC controlled Deep Earth, Inc. after the business combination, the
transaction has been accounted for as a reverse acquisition. Immediately
prior to the business combination, Deep Earth, Inc. had 388,500 shares
outstanding. Simultaneous with the closing of the business combination,
$825,000 of related party debt was exchanged for 825,000 shares of common
stock of CASTPRO.COM, INC. Deep Earth, Inc. changed its name to CASTPRO.COM,
INC. on December 31, 1999. CASTPRO.COM, INC. is a provider of live,
on-location digital webcast productions for corporations and major event
marketeers. The Company specializes in streaming media production of
concerts, tradeshows, interviews, sporting events and movie premiers. The
Company also produces streaming media for key business-related events such
as shareholders meetings, press release and earnings announcements, product
launches and training sessions. The Company is a development stage company
and has not as yet generated any significant revenues.
Principles of Consolidation
---------------------------
The Consolidated Financial Statements include the accounts of CASTPRO.COM,
INC. and its wholly owned subsidiary CASTPRO.COM, LLC. All significant
intercompany transactions and balances have been eliminated for the quarter
ended June 30, 2000 and the quarter ended June 30, 1999. The year end
selected was December 31st.
Cash Equivalents
----------------
Cash equivalents consist of funds invested in money market accounts and
investments with a maturity of three months or less when purchased. There
were no cash equivalents for the quarter ended June 30, 2000 and for the
quarter ended June 30, 1999.
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 amounts reported in financial statements and
accompanying notes. Actual results could differ from those estimates.
Issuance of Shares for Service
------------------------------
Valuation of shares for services is based on the estimated fair market value
of the services performed.
F-9
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
----------------------------------------------------
June 30, 2000 and June 30, 1999
-------------------------------
Income Taxes
------------
The Company's uses the liability method of accounting for income taxes
specified by SFAS No. 109, "Accounting for Income Taxes", whereby deferred
tax liabilities and assets are determined based on the difference between
financial statements and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. Deferred tax assets are recognized and measured based on the
likelihood of realization of the related tax benefit in the future. The
Company had no material net deferred tax assets or liabilities at June 30,
2000 and June 30, 1999.
2. PROPERTY AND EQUIPMENT
----------------------
Property and Equipment are stated at cost or fair values at the date of
acquisition and, in the case of equipment under capital lease, the present
value of minimum lease payments. Depreciation and amortization of property
and equipment are computed using the straight-line method over the following
estimated useful lives:
Equipment and Computers 5 years
Leasehold Improvements 5 years (term of lease)
Furniture, Fixtures and Equipment 5 years
Depreciation expense for the quarter ended June 30, 2000 was 31,928 and for
the quarter ended June 30, 1999 was zero.
Property and equipment consists primarily of computers and communication
equipment. The recorded amount of property and equipment capitalized and the
related accumulated depreciation is as follows:
Mobile production unit $357,198
Computer equipment 104,524
Production equipment 98,504
Office equipment 16,338
Software 14,554
Other equipment 35,482
Furniture and fixtures 22,138
Phone system 3,444
Security system 4,195
Truck 1,900
Leasehold improvements 4,996
--------
Total property and equipment $663,273
Less: accumulated depreciation 83,002
--------
PROPERTY AND EQUIPMENT (NET) $580,271
--------
F-10
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
----------------------------------------------------
June 30, 2000 and June 30, 1999
-------------------------------
3. RELATED PARTY TRANSACTIONS
--------------------------
A related party investor exchanged $50,000 of debt for 50,000 of
CASTPRO.COM, INC. shares valued at $1 per share at June 30, 2000.
4. ADVERTISING
-----------
Advertising is expensed as incurred.
5. LEASE COMMITMENTS
-----------------
Operating Lease
---------------
The Company utilizes corporate office space in Los Angeles, California
currently under lease by CASTPRO.COM, a California LLC, from the lessor
M.P.I. LTD. The five year lease calls for minimum monthly payments of
$5,297.20 on 2,788 rental square feet and expires on September 14, 2004. The
Company has paid a security deposit of $29,274. Rent expense for the quarter
ended June 30, 2000 was $16,964 and for the quarter ended June 30, 1999 was
zero.
Future minimum lease payments associated with the lease described herein,
including rent increase of 2.6% per year:
Year Ended June 30
------------------
2000 $31,783
2001 65,727
2002 67,400
2003 69,073
2004 49,766
--------
TOTAL $283,749
--------
The Company utilized warehouse space in Los Angeles, California currently
under lease by CASTPRO.COM, INC., a California corporation. From Off
Broadway Partners, a California General Partnership, the three year lease
calls for minimum monthly payments of $1,761.40 on approximately 2,985
square feet and expires on December 31, 2002. The Company has paid a
security deposit of $3,522.80. Rent expense for the quarter ended June 30,
2000 was $5,284 and for the quarter ended June 30, 1999 was zero.
Future minimum lease payments associated with the lease described herein:
Year Ended June 30
------------------
2000 $10,568
2001 21,136
2002 21,136
--------
TOTAL $52,840
--------
F-11
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
June 30, 2000 and June 30, 1999
-------------------------------
6. SUBSEQUENT EVENTS
-----------------
On July 14, 2000, the Board of Directors of the Company declared a 3 for 1
forward stock split, effective July 21, 2000 for shareholders of record on
July 17, 2000. As of July 21, 2000, there are 29,695,500 shares outstanding.
F-12
<PAGE>
Item 2 Management's Discussion and Analysis or Plan of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the
Company's financial statements and the notes thereto.
The following table sets forth, for the periods indicated, certain statements of
operations and retained deficit data for the Company expressed as a percentage
of net sales:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2000 1999 2000 1999
------ ------ ------- ------
<S> <C> <C> <C> <C>
Net sales $59,485 $ 0 $60,985 $ 0
Cost of sales
------- ------ ------- ------
Gross profit 59,485 0 60,985 0
Administrative and
general expenses 323,235
Development expense
Loss from operations (263,750) -- (537,715) --
Interest expense 66 -- 132
---------- ------ ---------
Income (loss) before
income taxes (263,816) -- (537,847) --
Provision for
income taxes 800 -- 800 --
---------- ------ --------
Net income (loss) $(264,616) $ 0 $(538,647) $ 0
========= ===== ======== ====
</TABLE>
2
<PAGE>
THREE MONTHS ENDED MARCH 30, 2000 VERSUS THREE MONTHS ENDED JUNE 30,1999.
RESULTS OF OPERATIONS
The Company incurred a net loss of $(264,616) for the period ended June 30, 2000
as compared to a net loss of $0 for the period ended June 30, 1999. This loss
represents a loss from operations of $(264,616) and $0 for the period ended June
30, 2000 and 1999, respectively. The net loss also includes interest expense and
other finance charges totaling $66 and $0 for the period ended June 30, 2000 and
1999, respectively.
Total revenues for the period ended June 30, 2000 were $59,485 as compared to $0
for the period ended June 30, 1999. This represents an increase in revenues of
$59,485 over the same period in the prior year.
Total operating expenses consist primarily of development expenses and general
and administrative expenses. For the period ended June 30, 2000, total operating
expenses were $323,301. For the period ended June 30, 1999, total operating
expenses were $0. This represents a $323,301 increase over the same period in
the prior year.
General and administrative expenses for the period ended June 30, 2000 was
$323,235 as compared to $0 for the period ended June 30, 1999. This represents
an increase of $323,235 over the same period in the prior year. This increase
was caused by higher professional fees due to the various filings and
money-raising activities done by the Company, increases in salaries and wages
due to hiring of additional employees, increases in travel and trade show
expenses, and the amortization of costs relating to acquiring proprietary
software.
SIX MONHTS ENDED JUNE 30, 2000 VERSUS SIX MONTHS ENDED JUNE 30, 1999.
RESULTS OF OPERATIONS
The Company incurred a net loss of $(538,647) for the period ended June 30, 2000
as compared to a net loss of $0 for the period ended June 30, 1999. This loss
represents a loss from operations of $(538,647) and $0 for the period ended June
30, 2000 and 1999, respectively. The net loss also includes interest expenses
and other finance charges totaling $132 and $0 for the period ended June 30,
2000 and 1999, respectively.
Total revenues for the period ended June 30, 2000 were $60,985 as compared to $0
for the period ended June 30, 1999. This represents an increase in revenues of
$60,985 over the same period in the prior year.
Total operating expenses consist primarily of development expenses and general
and administrative expenses. For the period ended June 30, 2000, total operating
expenses were $598,332. For the period ended June 30, 1999, total operating
expenses were $0. This represents a $598,332 increase over the same period in
the prior year.
3
<PAGE>
General and administrative expenses for the period ended June 30, 2000 was
$598,700 as compared to $0 for the period ended June 30, 1999. This increase was
caused by higher professional fees due to the various filings and money-raising
activities done by the Company, increases in salaries and wages due to hiring of
additional employees, increases in travel and trade show expenses, and the
amortization of costs relating to acquiring proprietary software.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company had cash and cash equivalents of $67,113 as
compared to cash and cash equivalents of $0 as of March 31, 1999. At June 30,
1999, the Company had a working capital (total current assets in excess of total
current liabilities) of $0 as compared to a working capital deficiency (total
current liabilities in excess of current assets) of $71,216 as of June 30, 2000.
Net cash used in operating activities was $399,560 for the period ended June 30,
2000 and $0 for the period ended June 30, 1000. The principal use of cash for
the period ended June 30, 2000 was to fund the net loss from operations for the
period. The Company borrowed a total of $685,000 from March 31,1999 through June
30, 2000. All such, debt was converted into 685,000 shares of the Company's
common stock, and this was used to fund the net loss from operations, as well as
to purchase equipment.
Net cash from financing activities was $685,000 for the period ended June 30,
2000 as compared to $0 for the period ended June 30, 1999.
4
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
On July 14, 2000, the Board of Directors of the Company
declared a 3 for 1 forward stock split, effective July 21,
2000 for shareholders of record on July 17, 2000. As of July
21, 2000, there are 29,695,500 shares outstanding.
Item 6. Exhibit and Reports on Form 8-K
A. Exhibits:
None.
B. Reports on Form 8-K:
None
5
<PAGE>
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.
CASTPRO.COM, INC.
-----------------
Registrant
Date: August 10, 2000 By: /S/ Corey K. Quinn
------------------
Corey K. Quinn, President and C.E.O.
6
