UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
Or
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number:
Certified Services, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0444079
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
4850 W. Flamingo Rd, Suite 23 89103
Las Vegas, NV (Zip Code)
(Address of principal executive
offices)
(702) 314-2805
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
3,421,145
/1/
CERTIFIED SERVICES, INC.
(A Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet September 30, 2000 and December 31, 1999 4
Statement of Operations for the Three Months Ending September 5
30, 2000 and September 30, 1999 and the Nine Months Ending
September 30, 2000 and September 30, 1999 and from September
15, 1999 (Inception) to September 30, 2000
Statement of Cash Flows for the Nine Months Ending September 6
30, 2000 and September 30, 1999 and from September 15, 1999
(Inception) to September 30, 2000
Notes to Financial Statements 7
Item 2. Management's Discussion and Plan of Operation 10
PART II - OTHER INFORMATION
Item 6. Exhibits 11
SIGNATURES 12
/2/
Certified Services, Inc.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR PERIOD ENDING
September 30, 2000
/3/
PART I - FINANCIAL INFORMATION
Item 1. Audited Financial Statements
Certified Services, Inc.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
September December
30, 31,
2000 1999
Assets
Current assets:
Cash $ 36,630 $ 2,506
------- ------
Total current assets 36,630 2,506
Fixed assets, net 5,686 -
Organizational costs, net - 275
Notes receivable 60,000 -
------- ------
$ 102,316 $ 2,781
======= ======
Liabilities and Stockholders'
Equity
Current liabilities:
Accounts payable $ 50 $ -
Other current liabilities 5,430 -
------ ------
Total current liabilities 5,480 -
------ ------
Long-term liabilities - -
5,480 -
Stockholders' equity:
Common stock, $0.001 par value,
25,000,000 sharesauthorized,
3,421,145 and 1,500,000
shares issued
3,421 1,500
Additional paid-in capital 95,885 1,295
Subscriptions receivable (100) -
Deficit accumulated during (2,370) (14)
development stage ------ ------
96,836 2,781
------ ------
$ 102,316 $ 2,781
====== ======
See accompanying notes to financial statements
/4/
Certified Services, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
September
15, 1999
Three Nine Months (Inception)
Months Ending to
Ending September 30, September
September 30,
30,
----------- -------------- ----------
2000 1999 2000 1999 2000
------- ----- ------- ----- -------
Revenue $ 27,125 $ - $ 32,260 $ - $ 32,266
------- ----- ------- ----- -------
Expenses:
General 31,150 - 35,167 - 35,187
administrative
expenses
Depreciation and 148 5 148 5 148
amortization ------- ----- ------- ----- -------
Total expenses 31,298 5 35,315 5 35,335
Other
income/expense:
Interest income 693 699 699
------- ----- ------- ----- -------
Net loss $ (3,480) $ (5) $ (2,356) $ (5) $ (2,370)
======= ===== ======= ===== =======
Weighted average
number of
common shares
outstanding 2,773,803 1,500,000 1,927,700 1,500,000 1,808,394
========= ========= ========= ========= =========
Net loss per
share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= ========= =========
See accompanying notes to financial statements
/5/
Certified Services, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
September
15, 1999
Nine Months Ending (Inception)
September 30, to
----------------- September
30,
2000 1999 2000
Cash flows from operating -------- ------- ----------
activities
Net loss $ (2,356) $ (5) $ (2,370)
Adjustments to reconcile net
loss to net cash provided
(used) by operating activities:
Stock issued for services 4,982 - 4,982
Depreciation and amortization 148 5 148
(Increase) decrease in 275 (295) -
organizational costs
Increase in accounts payable 50 - 50
Increase in other current 5,430 - 5,430
liabilities ------- ------ --------
Net cash provided (used) by 8,529 (295) 8,240
operating activities ------- ------ --------
Cash flows from investing
activities
Purchase of fixed assets (5,835) - (5,835)
Note receivable (60,000) - (60,000)
------- ------ --------
Net cash used by investing (65,835) - (65,835)
activities ------- ------ --------
Cash flows from financing
activities
Issuance of common stock 91,530 2,795 94,325
Subscription receivable (100) - (100)
Net cash provided by financing 91,430 2,795 94,225
activities
Net increase in cash 34,124 2,500 36,630
Cash - beginning 2,506 - -
------- ------ --------
Cash - ending $ 36,630 $ 2,500 $ 36,630
======= ====== ========
Supplemental disclosures:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash investing and
financing activities:
Common stock issued for $ 4,982 $ - $ 4,982
services ======= ====== ========
Number of shares issued for 96,511 - 99,306
services ======= ====== ========
See accompanying notes to financial statements
/6/
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 not generated significant revenues 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 cash balances in both a non-interest-bearing
account and a money market account at 5% per annum of interest 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 September 30, 2000 and December 31, 1999.
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 September 30,
2000 and December 31, 1999, 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
Property plant and equipment is depreciated utilizing the straight-
line method of depreciation and on the following basis:
Computer equipment 3 years
Office equipment 5 years
Year end
The Company has adopted December 31 as its fiscal year end.
/7/
Certified Services, Inc.
(A Development Stage Company)
FOOTNOTES
Note 3 - Property, plant and equipment
The Company has the following equipment as of September 30, 2000:
Computer equipment $ 1,485
Office equipment 4,349
-----
5,834
Less accumulated (148)
depreciation -----
$ 5,686
=====
Depreciation expense for the period ended September 30, 2000 totaled
$148.
Note 4 - Note receivable
On September 12, 2000, the Company signed a note receivable with
Daniel and Edward Kay in the amount of $60,000 and is due on or
before twelve months from the date of the agreement. The principal
amount plus interest of $5,415 at 15% per annum is due on or before
30 days from the date of the agreement and all successive payments
are due the same day each month until paid in full. The note is
secured by a promissory note, security agreement and financing
statement dated August 1, 1999 between Daniel and Edward Kay and the
Granello Bakery, Inc.
Note 5 - 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 periods ended September 30, 2000 and December
31, 1999 due to the net losses and no state income tax in Nevada,
the state of the Company's domicile and operations.
Note 6 - 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.
/8/
Certified Services, Inc.
(A Development Stage Company)
FOOTNOTES
Note 7 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. If additional capital is
needed the officers have committed to make cash advances to the
Company to cover operating costs. The cash advances do not bear any
interest.
Note 8 Related party transactions
In July 2000, the Company entered into a lease agreement with Anchor
Mortgage Corporation. The president of the Company is also the
president of Anchor Mortgage. The nine-month lease commences on
July 1, 2000 and ends on March 31, 2001 with an option to renew.
The total payment in the amount of $1,320 to Anchor Mortgage is due
on a quarterly basis and includes rent for 3 months in the amount of
$1,170 and includes the use of general office equipment and supplies
in the amount of $150.
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 9 Warrants and options
There are no warrants or options outstanding to acquire any
additional shares of common stock.
/9/
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements about our
business, financial condition and prospects that reflect our
assumptions and beliefs based on information currently available.
We can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of our
assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our
actual results may differ materially from those indicated by the
forward-looking statements.
There may be other risks and circumstances that we are unable to
predict. When used in this Quarterly Report, words such as,
"believes," "expects," "intends," "plans," "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking statements, although there may be certain forward-looking
statements not accompanied by such expressions. All forward-
looking statements are intended to be covered by the safe harbor
created by Section 21E of the Securities Exchange Act of 1934.
General
Certified Services, Inc. (the "Company"), a Nevada corporation, was
incorporated on September 15, 1999. We are a developmental stage
professional services company whose principal business objective is
to provide document preparation and signatory services. Our
customer base consists of those individuals and executives unable to
schedule appointments during regular business hours to complete
various documentations. These documentations would include attorney
documents, mortgage loan applications and other real estate
disclosures.
Our management team has a combined total of over 40 years experience
in all aspects of the mortgage industry, and all of our signers are
licensed and bonded notary publics in good standing. Each notary
public is required to keep abreast of updated laws and or regulatory
changes that may affect our industry. In addition, every applicant
is subjected to a rigorous background check to ensure the highest
ethical standards before they are considered for employment. Once
hired, our employees go through an extensive training program, which
includes supervised on the job training.
Results of Operations
The Company generated revenues of $27,125 for the three months
ending September 30, 2000. We continue to deal with the majority of
Title companies in Las Vegas, such as United Title, First American
Title and Old Republic Title, and have been receiving additional
referral business from our efforts. We have continued to attempt to
increase our visibility and demand for our services. At this point
we see our relationship with GemCap, an Ohio based Mortgage Company
with whom we signed an agreement with last quarter, to be a good
opportunity to increase profits and expand our business.
In July 2000, the Company entered into a lease agreement with Anchor
Mortgage Corporation. The president of the Company is also the
president of Anchor Mortgage. The nine-month lease commences on
July 1, 2000 and ends on March 31, 2001 with an option to renew.
The total payment in the amount of $1,320 to Anchor Mortgage is due
on a quarterly basis and includes rent for 3 months in the amount of
$1,170 and includes the use of general office equipment and supplies
in the amount of $150.
Future Business
The Company expects to be the largest private signature service
corporation in Southern Nevada by the end of 2003. To achieve this
goal our management will focus on obtaining additional business in
the following three ways. First, we hope to contract our services
with Mortgage companies that prepare loan documentation in house
without the use of an escrow agent. Second, we would like to procure
the overflow business generated by Title companies on Fridays and at
month end. Last, we need to make Certified Services, Inc. the
preferred signatory company for out of state Title companies and
lenders. Although competition in our industry is strong, it is our
intention to work with our competitors. We are in a position to
offer 24-hour assistance and availability, and can provide overflow
support during peak periods. This will save them the expense of
hiring and training additional personnel for short-term assistance.
Liquidity and Capital Resources
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. Without realization of
additional capital, it would be unlikely for the Company to continue
as a going concern.
/10/
PART II - OTHER INFORMATION
Item 6. 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. Incorporated by reference to the
exhibits to the Company's General Form For Registration Of
Securities Of Small Business Issuers on Form 10-SB,
previously filed with the Commission.
(b)By-Laws of the Company adopted September 17, 1999.
Incorporated by reference to the exhibits to the Company's
General Form For Registration Of Securities Of Small
Business Issuers on Form 10-SB, previously filed with the
Commission.
27 Financial Data Schedule
Financial Data Schedule of Certified Services, Inc. ending
September 30, 2000
/11/
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Certified Services, Inc.
(Registrant)
Date: November 14, 2000
By: /s/ Michael L. Zuliani
Michael L. Zuliani, President and Director
