UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Certified Services, Inc.
(Name of Small Business Issuers in its charter)
Nevada 88-0444079
(State of other jurisdiction of (I.R.S. Employer Identification
incorporation or organization Number)
4850 West Flamingo Road #23 89103
Las Vegas, Nevada
(Address of principal executive (zip code)
offices)
Issuer's telephone number: (702) 319-4142
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
To be so registered Each class is to be registered
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 25,000,000 shares
authorized, 3,421,145 issued and outstanding as of September 8,
2000.
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TABLE OF CONTENTS
Pag
e
Part I...................................... 3
Item Description of Business...................... 3
1.
Item Management's Discussion and Analysis and Plan of 8
2. Operation........
Item Description of Property....................... 9
3.
Item Security Ownership of 9
4. Management.................
Item Directors and Executive 10
5. Officers....................
Item Executive Compensation....................... 11
6.
Item Certain Relationships and Related 11
7. Transactions...............
Item Description of 12
8. Securities........................
Part II........................................ 13
Item Market for Common Equity and Related Stockholder 13
1. Matters.......
Item Legal Proceedings......................... 13
2.
Item Changes in and Disagreements with 13
3. Accountants............
Item Recent Sales of Unregistered 13
4. Securities..................
Item Indemnification of Directors and 14
5. Officers...............
Part F/S..................................... F-1
Item Financial Statements........................ F-1
1.
Part III...................................... 16
Item Index to Exhibits........................... 16
1.
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Forward Looking Statements
Some of the statements contained in this Form 10-SB that are
not historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to
be cautious of the forward-looking statements, that such
statements, which are contained in this Form 10-SB, reflect our
current beliefs with respect to future events and involve known and
unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No
assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of the
risks we face, and actual events may differ from the assumptions
underlying the statements that have been made regarding anticipated
events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those
contemplated by such forward-looking statements include without
limitation:
1. Our ability to maintain, attract and integrate internal
management, technical information and management information
systems;
2. Our ability to generate customer demand for our services;
3. The intensity of competition; and
4. General economic conditions.
All written and oral forward-looking statements made in
connection with this Form 10-SB that are attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by these cautionary statements. Given the uncertainties
that surround such statements, you are cautioned not to place undue
reliance on such forward-looking statements.
Part I
We are filing this Form 10-SB on a voluntary basis to:
1. Provide current, public information to the investment
community;
2. Expand the availability of secondary trading exemptions under
the Blue Sky laws and thereby expand the trading market in our
securities; and
3. Comply with prerequisites for listing of our securities on the
NASD OTC Bulletin Board.
Item 1. Description of Business
A. Business Development and Summary
We were formed as a Nevada Corporation on September 15, 1999
under the name Certified Services, Inc. Our articles authorize us
to issue up to 25,000,000 shares of common stock at a par value of
$0.001 per share. We are filing this Form 10-SB voluntarily with
the intention of establishing the fully reporting status with the
SEC. The fully reporting status is a necessary step in
accomplishing our goal of having our stock listed on the OTC
Bulletin Board in the future. Consequently, we will continue to
voluntarily file all necessary reports and forms as required by
existing legislation and the SEC rules. Presently, we have no
market maker and we have not discussed with any market maker or
registered broker any aspect of our operations.
/3/
We are a developmental stage company that provides signatory,
document preparation and loan processing services to mortgage, real
estate and other financial service firms and their customers.
Our business strategy includes:
1. Introducing a marketing and advertising campaign to reach
prospective customers and
2. Expanding into new markets by entering into strategic
partnerships with financial service firms.
We target busy individuals who work traditional business
hours, approximately 9 a.m. until 5 p.m., which are also the hours
most financial service firms are open. These individuals typically
find it difficult to make arrangements during work hours to sign
attorney documents, mortgage loan papers and other real estate
disclosures. We allow busy workers to meet deadlines without
having to readjust their schedules. Our signers are available 24
hours a day, seven days per week. We take documents requiring
signatures or notarizing from companies that contract us to do so
to a customer's home, office or other pre-determined meeting area.
Our employees explain the documents to customers and notarize
signatures, if necessary. We then deliver the fully executed
papers back to the company.
We are involved in the real estate services industry. We are
subject to and sensitive to the level of real estate activity in
Southern Nevada. A decline in the number of real estate
transactions will have a negative effect on our ability to generate
revenues.
B. Business of Issuer
(1) Principal services and principal markets
We provide document preparation, signing and loan preparation
services related to the documentation of real estate transactions.
Signing and document preparation services
We facilitate the signing of attorney documents, mortgage loan
paper and other real estate disclosures. Signing and document
preparation fees are dependent upon the types, complexity and
requirements of the documents to be signed or prepared. We receive
payment from either the customer of a real estate firm, or the firm
itself, depending on how the transaction is structured. We are a
neutral third-party, contracted to assist in the preparation of
documents or to obtain and notarize signatures. We are not
directly involved in any transaction and have no interest in the
terms or outcomes.
We offer our signing services on a 24-hour basis to
accommodate individuals unable to obtain document preparation or
signing services during standard business hours. We currently
employ licensed and bonded notary publics in good standing, who are
required to keep abreast of any updated laws or regulatory changes
affecting our industry. In addition, we have an attorney on staff
to assist in the preparation of legal documents on a per project
basis.
Loan processing services
We provide loan processing services to mortgage companies.
We are responsible for gathering, coordinating and processing loan
documentation after the loan is originated through closing of the
loan. Upon being contracting by a mortgage company, our services
include:
1. Inputting the loan;
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2. Printing forms for the loan;
3. Opening the escrow account;
4. Ordering property appraisal and credit reports;
5. Gathering and justifying the documentation needed for a full
credit approval;
6. Submitting the loan to the proper lender for approval; and
7. Closing the loan, which entails the following:
a. Fulfilling all requirements for being able to close the loan,
b. Ordering documents,
c. Coordinating the closing with the escrow company or a signing
service and
d. Ensuring that the loan is funded and is recorded.
However, we have a limited operating history, and we face all
of the risks inherent in the real estate industry. These risks
include, but are not limited to
1. Market acceptance and penetration of our services;
2. Our ability to attract, hire and retain employees;
3. Management of the costs of conducting operations;
4. General economic conditions; and
5. Factors that may be beyond our control.
We cannot assure you that we will be successful in addressing
these risks. Failure to successfully address these risks could
have a material adverse effect on our operations.
(2) Distribution methods of our services
Our strategy is to achieve high levels of customer
satisfaction and repeat business and to establish recognition and
acceptance of our business. Our strategy includes the following
key elements:
1. Building brand equity and
2. Pursuing strategic alliances.
Build Brand Equity
We believe that building awareness of the Certified Services
brand is important in expanding our customer base. We intend to
market and advertise to enhance our brand recognition with
consumers. We intend to advertise through traditional and non-
traditional media such as local newspapers and industry-specific
publications, as well as over the Internet.
/5/
We have not begun to design any advertising or marketing
programs. We cannot assure you that we will be successful in
attracting customers. If we fail to attract customers to use our
services, we will be unable to generate revenues to support
continuing operations.
Pursue strategic alliances
We will pursue strategic alliances with partners who have
established operations. We believe that these joint venture
relationships, if successful, will allow us to gain additional
insight, expertise and penetration in markets where joint venture
partners already operate, and may increase our revenue and income
growth. We have not signed any specific joint venture agreements,
and we cannot guarantee you that any agreements will be effected,
or if effected, will be successful.
(3) Status of any announced new service
As of September 8, 2000, we have:
1. Developed and implemented a business plan;
2. Recruited and retained a management team, board of directors
and employees;
3. Attained capital that we believe will be sufficient for the
next 12 months of operations; and
4. Commenced initial operations.
We have commenced initial operations and have begun generating
minimal revenues. However, we are a development stage company and
we may not be able to meet competitive developments in our
industry. If we are unable to do so, our operations will be
negatively affected.
(4) Industry background
The signing, loan processing and document preparation industry
is a relatively small industry segment, and such services tend to
be offered by diversified financial service firms. We have not
discovered publicly traded companies whose business plan is to
provide document preparation and signing services.
We operate in a highly competitive market and compete with a
variety of organizations that offer services similar to those we
offer. The market includes a variety of participants, including
national and regional:
1. Realty brokers,
2. Mortgage institutions and
3. Financial lending institutions.
Some of our competitors have significantly greater financial,
technical and marketing resources, generate greater revenues and
have greater name recognition than we do.
Our future revenues will be closely related to the level of
real estate purchase and financing activity, since we offer
services to real estate companies and their clients. Real estate
sales are directly affected by the availability of funds to finance
purchases. Our ability to compete depends in part on:
1. Economic factors such as interest rates and the level of
economic expansion;
/6/
2. Our ability to attract, hire, develop and retain skilled
personnel;
3. The level of real estate activity; and
4. Our ability to market our signing and document preparation
services to the real estate market.
Failure to address these risks could make our business
unprofitable.
(6) Customers
Our focus is on developing our brand recognition and a quality
reputation in the market place. We have not yet begun any
marketing or advertising efforts. To establish our brand and
increase customer awareness, we will develop a marketing strategy
consisting of:
1. Establishing relationships with mortgage, title and escrow
companies and
2. Employing a mix of media and promotional activities.
For the seven months ended July 31, 2000, we have generated
$6,254 of sales revenue. We do not anticipate that our revenues
will be dependent, however, on any one or even a few major
customers.
(8) Regulation
We are subject to legislation governing notaries public. In
the state of Nevada, we are regulated by Nevada Revised Statutes
Chapter 240. In taking an acknowledgment, our signers shall
determine, from personal knowledge or from other satisfactory
evidence, that the person making the acknowledgment is the person
whose signature is on the instrument. The person who signed the
document shall present the document to our notarial officer in
person. In taking a verification upon oath or affirmation, we
shall determine, from personal knowledge or from other satisfactory
evidence, that the person making the verification is the person
whose signature is on the verified statement. In certifying or
attesting a copy of a document or other item, a notarial officer
shall determine that the proffered copy is a complete, accurate and
authentic transcription or reproduction of what was copied.
A notarial officer has satisfactory evidence that a person is
the person whose signature is on a document if he:
1. Is personally known to the notarial officer;
2. Is identified upon the oath or affirmation of a credible
witness personally known to the notarial officer;
3. Is identified on the basis of an identifying document which
contains a signature and a photograph or physical description; or
4. Is identified upon an oath or affirmation of a subscribing
witness who is personally known to the notarial officer.
(9) Effect of existing or probable government regulations
We believe that we will be able to comply in all material
respects with laws and regulations governing our signing
activities. We are not aware of any probable government
regulations that may adversely affect our business.
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(12) Employees
We presently have four full-time and no part-time employees.
Our employees are not represented by a collective bargaining
agreement, and we believe that our relations with our employees are
good.
Item 2. Management's Discussion and Analysis and Plan of
Operation
Forward Looking Statements
When used in this Form 10-SB and in our future filings with
the Securities and Exchange Commission, the words or phrases "will
likely result," "management expects," or "we expect," "will
continue," "is anticipated," "estimated" or similar expressions are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date
made. These statements are subject to risks and uncertainties,
some of which are described below. Actual results may differ
materially from historical earnings and those presently anticipated
or projected. We have no obligation to publicly release the result
of any revisions that may be made to any forward-looking statements
to reflect anticipated events or circumstances occurring after the
date of such statements.
A. Management's Plan of Operation
(1) The following comprises the capitalization history for
Certified Services:
1. On September 17, 1999, we issued 1,500,000 shares of our
common stock with a par value of $0.001 per share to two founding
shareholders. The shares were issued in exchange for cash totaling
$2,500 - $1,500 of which was for common stock and $1,000 that is
considered additional paid-in capital. This original stock
offering was made in accordance with Section 4(2) of the Securities
Act of 1933, as amended.
2. On July 12, 2000, we issued 1,921,145 shares of common stock
to 83 individual shareholders at a price of $0.05 per share, for
total receipts of $89,930 in cash and $4,982 in lieu of services
rendered. This offering was made in reliance upon an exemption
from the registration provisions of the Securities Act of 1933, as
amended, in accordance with Regulation D, Rule 504 of the Act. Our
shares are not currently traded on a public exchange. We have
voluntarily submitted this registration statement with the
Commission with the goal of establishing the fully reporting
status.
As of the date of this filing, we have 3,421,145 shares of par
value common voting stock issued and outstanding, which are held by
approximately 85 shareholders of record. We have adequate
financial resources to carry on operations for the next 12 months
assuming we do not earn additional revenues. However, if we
require more capital, we may be required to raise additional
capital via a public or private offering of equity or debt. In the
meantime, our officers and directors plan to advance us funds on an
as-needed basis, although there is no definitive or legally binding
arrangement to do so. There are no preliminary loan agreements or
understandings between us, our officers, directors or affiliates or
lending institutions. We have no arrangements or commitments for
accounts and accounts receivable financing. We cannot assure you
that any such financing can be obtained or, if obtained, that it
will be on reasonable terms.
We have generated $6,254 in sales revenues and devoted our
efforts primarily to developing our services, implementing our
business strategy and raising working capital through equity
financing. Our revenues are primarily dependent upon our ability
to market and provide real estate and mortgage products and
services. Our priorities for the next 12 months of operations
are:
/8/
1. Continuing to market and advertise our services,
2. Developing further strategic relationships and
3. Responding to competitive developments.
Realization of additional sales of our services during the
fiscal year ending December 31, 2000 is vital to our operations.
We cannot guarantee you that we will be able to compete
successfully or that the competitive pressures we may face will
not have an adverse effect on our business, results of operations
and financial condition. Additionally, intensified competition in
the real estate market could force us out of business.
(2) Our net loss for the seven months ended July 31, 2000, was
approximately $5,727. Revenues for the same period were $6,254,
which were realized from sales of our services. This was offset
by general and administrative expenses totaling $11,350.
We may experience fluctuations in operating results in future
periods due to a variety of factors, such as:
1. We have a limited operating history on which to base estimates
of future performance;
2. We may need to obtain additional financing in the event that
we are unable to realize sales of our services or if we require
more capital than we currently have;
3. Our market is highly competitive; and
4. We may experience difficulty in managing growth.
Item 3. Description of Property
A. Description of Property
Our corporate headquarters are located at 4850 West Flamingo
Road #23, Las Vegas, NV 89103. We rent this approximately 300
square foot office space at $1.30 per square foot for a total of
$390 per month to be paid on a quarterly basis. We do not have any
additional facilities. Additionally, there are currently no
proposed programs for the renovation, improvement or development of
the property currently being utilized by us.
Item 4. Security Ownership of Management
A. Security Ownership of Management
The following table sets forth as of September 8, 2000 certain
information regarding the beneficial ownership of our common stock
by:
1. Each person who is known us to be the beneficial owner of more
than 5% of the common stock,
2. Each of our director and executive officers and
3. All of our directors and executive officers as a group.
/9/
Except as otherwise indicated, the persons or entities listed
below have sole voting and investment power with respect to all
shares of common stock beneficially owned by them, except to the
extent such power may be shared with a spouse. No change in
control is currently being contemplated.
Name and Address Shares Beneficially Percentage of Shares
---------------- Owned Outstanding
------------------- --------------------
Michael L. Zuliani 750,000 21.92%
4850 West Flamingo
Road #23
Las Vegas, Nevada
89103
Martin G. Bothmann 750,000 21.92%
4850 West Flamingo
Road #23
Las Vegas, Nevada
89103
St. Andrews Venture 200,000 5.85%
Capital, LLC
628 St. Andrews Road
Henderson, Nevada
89015
Total ownership by 1,500,000 43.84%
our officers and
directors (two
individuals)
B. Persons Sharing Ownership of Control of Shares
No person other than Michael L. Zuliani, Martin G. Bothmann and St.
Andrews Venture Capital, LLC owns or shares the power to vote 5% or
more of our securities.
Item 5. Directors and Executive Officers
A. Directors and Executive Officers
The following table sets forth certain information with respect to
each of our executive officers or directors.
Name Age Position Appointed
------ ----- ---------- -----------
Michael L. 31 President and Director September 17,
Zuliani 1999
Martin G. 32 Secretary, Treasurer and September 17,
Bothmann Director 1999
Rebecca Baltz 29 Director and Loan Signing September 17,
Agent 1999
B. Work Experience
Michael L. Zuliani, President and Director - Mr. Zuliani has
11 years of experience in the mortgage and real estate industry.
He has experience in various aspects of the mortgage industry,
including loan servicing, foreclosures and secondary marketing for
a Fortune 500 company. Mr. Zuliani has purchased and sold
sub-prime paper for mortgage-backed securities. He has been
licensed in both California and Nevada as a property and casualty
and life insurance agent as well as a notary public in good
standing. Mr. Zuliani is presently a licensed mortgage broker in
the state of Nevada. He does business consulting and aides
investors in placing private mortgage backed securities. Mr.
Zuliani is active in commercial development
/10/
projects and time-share
developments. He is a graduate of the California State University,
Sacramento, with concentrations in finance and insurance with a
communications minor.
Martin G. Bothmann, Secretary and Treasurer - Mr. Bothmann is
a veteran in the real estate industry. He started as a real estate
agent in Southern Florida, 13 years ago, then moved to southern
Nevada in 1991, to start a career in the mortgage industry. He has
worked as an outside marketing agent for a Fortune 500 company, as
well as starting his own corporation and consulting company in
1998. Mr. Bothmann consults small to medium sized companies on
reorganization of debt, marketing and cost-cutting procedures. He
has assisted companies out of bankruptcy into growing and
profitable companies.
Rebecca Baltz, Director and Loan Signing Agent- Ms. Baltz has
over nine years of experience in the mortgage industry, including
loan servicing, repossessions, foreclosures, loan production and
loan closings. She was previously a manager for a second mortgage
company. Ms. Baltz has managed numerous types of operations and
has set-up and implemented operational procedures for financial
institutions over the past five years. She has experience in
marketing, underwriting and processing all types of loans. She has
background in loan packaging, signing, funding, document
preparation and final quality control auditing functions. Ms.
Baltz also has working knowledge of federal and state regulatory
compliance issues and has handled multiple reporting functions to
various state and federal regulatory agencies. Ms. Baltz is a
graduate of the University of Nevada, Las Vegas, with a degree in
Criminal Justice and a minor in political science.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
We do not currently have employment agreements with our
executive officers but we expect to sign employment agreements with
each in the next approximately six months. All executive officers
prior to September 8, 2000, did not draw a formal salary or
informal compensation from us. Over the next 12 months, however,
each executive officer is expected to draw the following annual
compensation. We do not currently have an employee stock option
plan.
Name Capacities in which Annual
Remuneration was Recorded Compensation
------ ------------------------- ------------
Michael L. President and Director $16,000
Zuliani
Martin G. Secretary, Treasurer and $16,000
Bothmann Director
Rebecca Baltz Director and Loan Signing Agent Paid Per Project1
1. Ms. Rebecca Baltz is an independent contractor and receives
remuneration on a per project basis.
Compensation of Directors
There were no arrangements pursuant to which any director was
compensated for the period from September 15, 1999 to July 31,
2000, for service provided as a director.
Item 7. Certain Relationships and Related Transactions
None.
/11/
Item 8. Description of Securities
Our authorized capital stock consists of 25,000,000 shares of
common stock, par value per share. As of September 8, 2000, we had
3,421,145 shares of common stock outstanding. To date, we have not
issued preferred stock. The holders of shares of our common stock
are entitled to one vote for each share on all matters on which the
holders of common stock are entitled to vote. There is no
cumulative voting for the election of directors. Subject to the
rights of any outstanding shares of preferred stock, the holders of
our common stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally
available therefore. Holders of our common stock are entitled to
share ratably in our net assets upon liquidation or dissolution
after payment or provision for all liabilities and the preferential
liquidation rights of any shares of preferred stock then
outstanding. Our holders of common stock have no pre-emptive
rights to purchase any shares of any class of our stock. All
outstanding shares of common stock are, and our shares of common
stock to be issued pursuant hereto will be, upon payment therefore,
fully paid and non-assessable.
/12/
Part II
Item 1. Market for Common Equity and Related Stockholder
Matters
B. Holders
As of September 8, 2000, we had approximately 85 stockholders
of record.
D. Reports to Shareholders
We will furnish our shareholders with annual reports
containing audited financial statements and such other periodic
reports as we determine to be appropriate or as may be required by
law. We are filing this Form 10-SB voluntarily with the intention
of establishing the fully reporting status with the SEC. Upon the
effectiveness of this Registration Statement, we will be required
to comply with periodic reporting, proxy solicitation and certain
other requirements by the Securities Exchange Act of 1934.
Consequently, we will voluntarily file all necessary reports and
forms as required by existing legislation and the SEC rules.
E. Transfer Agent and Registrar
The Transfer Agent for our shares of common voting stock is
Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos,
Suite D, Las Vegas, Nevada 89120, (702)-361-3033.
Item 2. Legal Proceedings
We are not currently involved in any legal proceedings nor do
we have any knowledge of any threatened litigation.
Item 3. Changes in and Disagreements with Accountants
We have had no disagreements with our independent accountants.
Item 4. Recent Sale of Unregistered Securities
The following discussion describes all the securities we have
sold within the past three fiscal years:
On September 17, 1999, we issued 1,500,000 shares of our
common stock with a par value of $0.001 per share to two founding
shareholders. The shares were issued in exchange for cash
totaling $2,500. As this was a private transaction, only offered
to our founders, it was a transaction by an issuer not involving
any public offering. This original stock offering was made in
accordance with Section 4(2) of the Securities Act of 1933, as
amended. No underwriting discounts or commissions were paid in
this offering.
On July 12, 2000, we issued 1,921,145 shares of common stock
to 83 individual shareholders at a price of $0.05 per share, for
total receipts of $89,930 in cash and in exchange for services
rendered in the amount of $4,982. This offering was made in
reliance upon an exemption from the registration provisions of the
Securities Act of 1933, as amended, in accordance with Regulation
D, Rule 504 of the Act. This offering was registered with the
State of Nevada, and said registration was granted by the State of
Nevada on October 28, 1999. The offering was sold exclusively in
said state in which it was registered. We sold less than
$1,000,000 in a twelve-month period. In addition, this offering
was made on a best efforts basis and was not underwritten.
/13/
Item 5. Indemnification of Directors and Officers
Neither our Articles of Incorporation nor our bylaws provide
for the indemnification of a present or former director or officer.
However, pursuant to Nevada Revised Statutes Section 78.750 and 751
we must indemnify any of our directors, officers, employees or
agents who are successful on the merits or otherwise in defense on
any action or suit. Such indemnification shall include, expenses,
including attorney's fees actually or reasonably incurred by him.
Nevada law also provides for discretionary indemnification for each
person who serves as or at our request as one of our officers or
directors. We may indemnify such individuals against all costs,
expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such
individual is one of our directors or officers. Such individual
must have conducted himself in good faith and reasonably believed
that his conduct was in, or not opposed to, our best interests. In
a criminal action, he must not have had a reasonable cause to
believe his conduct was unlawful.
/14/
Part F/S
Item 1. Financial Statements Page
The following documents are filed as
part of this report:
a) Certified Services, Inc.
Report of G. Brad Beckstead, CPA F-1
Balance Sheet F-2
Income Statement F-3
Statement of Changes in F-4
Stockholder's Equity
Statement of Cash Flows F-5
Footnotes F-6
/15/
Certified Services, Inc.
(A Development Stage Company)
Balance Sheet
as of July 31, 2000
and
December 31, 1999
and
Statements of Income,
Stockholders' Equity, and
Cash Flows
for the periods ending
July 31, 2000
and December 31, 1999
and for the period
September 15, 1999 (Date of Inception)
through
July 31, 2000
TABLE OF CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheet 2
Income Statement 3
Statement of Stockholders' 4
Equity
Statement of Cash Flows 5
Footnotes 6
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877efax
INDEPENDENT AUDITOR'S REPORT
August 29, 2000
Board of Directors
Certified Services, Inc.
4850 W Flamingo Road Suite 23
Las Vegas, NV 89103
I have audited the Balance Sheet of Certified Services, Inc. (the
"Company") (A Development Stage Company), as of July 31, 2000,
and the related Statements of Operations, Stockholders' Equity,
and Cash Flows for the period September 15, 1999 (Date of
Inception) to July 31, 2000. These financial statements are the
responsibility of the Company'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 statement
presentation. 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 financial statements referred to above present
fairly, in all material respects, the financial position of
Certified Services, Inc. (A Development Stage Company) as of July
31, 2000, and the results of its operations and cash flows for
the period September 15, 1999 (Date of Inception) to July 31,
2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 5 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are
also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
G. Brad Beckstead, CPA
Certified Services, Inc.
(A Development Stage Company)
Balance Sheet
July December
31, 31, 1999
2000
----- ---------
Assets
Cash and equivalents $ 93,921 $ 2,506
Organizational costs, net -0- 275
-------- --------
$ 93,921 $ 2,781
======== ========
Liabilities and Stockholders' Equity
Common Stock, $0.001 par value,
25,000,000 shares authorized;
3,421,145
and 1,500,000 shares issued and
outstanding
at 7/31/00 and 12/31/99, respectively 3.421 1,500
Additional Paid In Capital 95,886 1,295
Subscriptions receivable (100) -0-
Retained earnings (5,286) (14)
------- ------
93,921 2,781
------- ------
$ 93,921 $ 2,781
========= ========
Certified Services, Inc.
(A Development Stage Company)
Income Statement
September
15, 1999
July 31, December (inception)
2000 31, 1999 to July
31,
2000
-------- -------- ----------
Revenue $ 6,254 $ 6 $ 6,260
General and administrative 11,350 -0- 11,350
expenses
Amortization of organizational 275 20 295
costs ------- ------- --------
Operating loss (5,371) (14) (5,385)
Other income 99 -0- 99
------- ------- --------
Net income or (loss) $ (5,272) $ (14) $ (5,286)
========= ======= ==========
Weighted average number of
common shares 3,421,145 1,500,000 3,421,145
outstanding
Net (loss) per share $ -0- $ -0- $ -0-
======= ======== =======
Certified Services, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
Deficit
Accumul
Common Additi ated Total
Stock Subscri onal During Stockhol
--------------- ption Paid- Develop ders'
Receiva in ment Equity
ble Capita Stage
l
Shares Amount
------- ------- ------ ------ ------ -------
September 15,
1999 $-0- $-0- $295 $-0- $295
Donated
Capital
September 17,
1999
Founders 1,500, 1,500 1,000 2,500
shares issued 000
in exchange
for cash
Net Loss,
September 15,
1999
(inception) to
December 31,
1999 (14) (14)
------- ------- ------ ------ ------ ------
Balance as of 1,500, 1,500 1,295 (14) 2,781
December 31, 000
1999
January 10,
2000 1,500 1,500
Donated
Capital
July 31, 2000
Issued
pursuant to 1,821, 1,821 (100) 88,209 89,930
Rule 504 500
offering
July 31, 2000
Issued for 99,645 100 4,882 4,982
services
Net Loss,
January 1,
2000 to
July 31, 2000 (5,272) (5,272)
------- ------- ------ ------ ------ ------
Balance as of
July 31, 2000 3,421, 3,421 (100) 95,886 (5,286) 93,921
145
===== ===== ===== ====== ======= ======
Certified Services, Inc.
(A Development Stage Company)
Statement of Cash Flows
July December
31, 31, 2000
2000
---- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,272) $ (14)
(Increase) decrease in organizational 275 (275)
costs, net
Net cash used by operating activities (4,997) (289)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities -0- -0-
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 1,921 1,500
Additional Paid In Capital 94,591 1,295
Subscriptions receivable (100) -0-
Net cash provided by financing activities 96,412 2,795
Beginning cash 2,506 -0-
-------- -------
Ending cash $ 93,921 $ 2,506
======== =======
NON-CASH TRANSACTIONS
Interest expense -0- -0-
Income taxes -0- -0-
Certified Services, Inc.
(A Development Stage Company)
Footnotes
Note 1 - History and organization of the company
The Company was organized September 15, 1999 (Date of Inception)
under the laws of the State of Nevada, as Certified Services, Inc.
The Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company. The Company is
authorized to issue 25,000,000 shares of $0.001 par value common
stock.
Note 2 - Accounting policies and procedures
Accounting policies and procedures have not been determined except
as follows:
Accounting method
The Company reports income and expenses on the accrual method.
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 disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents. There are no cash
equivalents as of June 30, 2000.
Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires
most costs of start-up activities and organizational costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-
5, there has been little or no effect on the Company's financial
statements.
Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. As of June 30,
2000, the Company had no dilutive common stock equivalents, such
as stock options or warrants.
Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.
Equipment
The cost of equipment is depreciated over the estimated useful
life of the equipment utilizing the straight-line method of
depreciation.
Year end
The Company has adopted December 31 as its fiscal year end.
Note 3 - Income taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. There is no provision for
income taxes for the period ended June 30, 2000 due to the net loss
and no state income tax in Nevada, the state of the Company's
domicile and operations.
Note 4 - Stockholder's equity
The Company is authorized to issue 25,000,000 shares of its $0.001
par value common stock.
On September 15, 1999, the directors contributed additional paid in
capital of $295.
On September 17, 1999, the Company issued 1,500,000 shares of its
$0.001 par value common stock to directors in exchange for cash in
the amount of $1,500. The directors also contributed additional
paid in capital in the amount of $1,000.
On January 10, 2000, the directors contributed additional paid in
capital of $1,500.
On July 31, 2000, the Company closed its Rule 504 offering and
issued 1,821,500 shares of its $0.001 par value common stock for
cash, net of offering expenses and subscriptions receivable, in the
amount of $89,930. Of the total, $1,821 is common stock, $88,209
is additional paid-in capital, and $100 is subscriptions
receivable.
On July 31, 2000, the Company issued 99,645 shares of its $0.001
par value common stock for services valued at $4,982. Of the
total, $100 is common stock and $4,882 is additional paid-in
capital. The services have been appropriately expensed.
There have been no other issuances of common stock.
Note 5 - Going concern
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
has not commenced its planned principal operations. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern.
Note 4 - Related party transactions
The Company does not lease or rent any property. Office services
are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not
been reflected therein. The officers and directors of the Company
are involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.
Note 6 - Warrants and options
There are no warrants or options outstanding to acquire any
additional shares of common stock.
Note 7 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use
two digits rather than four to identify a year. Date-sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in systems that
use certain dates in 1999 to represent something other than a date.
The effects of the Year 2000 issue may be experienced before, on,
or after January 1, 2000, and if not addressed, the impact on
operations and financial reporting may range from minor errors to
significant system failure that could affect an entity's ability to
conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 issue affecting the
entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
Part III
Item 1. Index to Exhibits
Exhibit Name and/or Identification of Exhibit
Number
------- -------------------------------------------------
3 Articles of Incorporation & By-Laws
a. Articles of Incorporation of the Company
filed September 15, 1999
b. By-Laws of the Company adopted September
17, 1999
23 Consent of Experts and Counsel
Consents of independent public accountants
27 Financial Data Schedule
Financial Data Schedule of Certified
Services, Inc. ending July 31, 2000
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Certified Services, Inc.
(Registrant)
Date: September 8, 2000
By: /s/ Michael L. Zuliani
Michael L. Zuliani, President
Date: September 8, 2000
By: /s/ Martin G. Bothmann
Martin G. Bothmann, Secretary and Treasurer
/16/
