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 quarter ended September 30, 2000 Commission file number 000-31713
The Furnishing Club
(Exact name of registrant as specified in its charter)
Nevada 88-0455472
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7386 Cobble Field St.
Las Vegas, Nevada 89123
(Address of principal executive offices) (Zip Code)
(702) 458-6950
Registrant's telephone number, including area code
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 No X
As of September 30, 2000, there were 8,400,000 shares of common stock
outstanding.
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Independent Auditors' Report 3
Balance Sheet as of September 30, 2000 4-5
Statement of Operations for the period
March 22, 2000 (inception) to September 30, 2000 6
Statement of Stockholder's Equity for the period
March 22, 2000 (inception) to September 30, 2000 7
Statement of Cash Flow for period March 22, 2000
(inception) to September 30, 2000 8
Notes to Financial Statements 9-12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 13-14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults by the Company upon its
Senior Securities 14
Item 4. Submission of Matter to a Vote of
Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports of Form 8-K 15
SIGNATURES 15
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors October 3, 2000
The Furnishing Club
Las Vegas, NV
I have audited the accompanying Balance Sheets of The Furnishing Club (A
Development Stage Company), as of September 30, 2000, and the related
statements of operations, stockholders' equity and cash flows for the period
March 22, 2000(inception), to September 30, 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 we 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 financial statements referred to above present
fairly, in all material respects, the financial position of The Furnishing
Club (A Development Stage Company), as of September 30, 2000, and the results
of its operations and cash flows for the period March 22, 2000 (inception),
to September 30, 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 suffered recurring losses from
operations and has no established source of revenue. This raises substantial
doubt about its ability to continue as a going concern. Management's plan in
regard to these matters is described in Note #5. These financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
September 30, 2000
BALANCE SHEET
ASSETS
Audited
September
30, 2000
----------
<S> <C>
CURRENT ASSETS
Cash $ 62,929
TOTAL CURRENT ASSETS $ 62,929
OTHER ASSETS
Deposits $ 218
TOTAL OTHER ASSETS $ 218
TOTAL ASSETS $ 63,147
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
September 30, 2000
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
Audited
September
30, 2000
------------
<S> <C>
CURRENT LIABILITIES $ 10,149
TOTAL CURRENT LIABILITIES $ 10,149
STOCKHOLDERS' EQUITY (Note #4)
Preferred Stock
Par Value $0.001
Authorized 5,000,000
Issued and Outstanding at
September 30, 2000 - None $ 0
Common stock
Par value $0.001
Authorized 20,000,000 shares
Issued and outstanding at
September 30, 2000 - 8,400,000 Shares 8,400
Additional Paid-In Capital 72,100
Deficit accumulated during
The Development stage -27,502
TOTAL STOCKHOLDERS' EQUITY $ 52,998
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 63,147
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
March 22, 2000 (inception), to September 30, 2000
STATEMENT OF OPERATIONS
Audited
September
30, 2000
-----------
<S> <C>
INCOME
Revenue $ 0
EXPENSES
General and
Administrative 27,502
TOTAL EXPENSES $ 27,502
NET PROFIT/LOSS (-) $ -27,502
Net Profit/Loss(-)
per weighted share
(Note #1) $ -.0033
Weighted average
Number of common
shares outstanding 8,400,000
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
March 22, 2000 (inception), to September 30, 2000
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------- ------- ---------- ---------
<S> <C> <C> <C> <C>
March 22, 2000
Issued for Corporate
Services 500,000 $ 500 $ 0
March 28, 2000
Issued for Cash 100,000 100 19,900
September 29, 2000
Issued for cash 240,000 240 59,760
September 29, 2000
Forward Stock Split
10 to 1 7,560,000 7,560 -7,560
Net loss
March 22, 2000,
(Inception) to
September 30, 2000 $ -27,502
Balance,
March 31, 2000 8,400,000 $ 8,400 $ 72,100 $ -27,502
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
The Furnishing Club
(A Development Stage Company)
March 22, 2000 (inception), to September 30, 2000
STATEMENT OF CASH FLOWS
Audited
September
30, 2000
-----------
<S> <C>
Cash Flows from
Operating Activities
Net Loss $ -27,502
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Issue Common Stock
For Services +500
Changes in assets and
Liabilities
Accounts Payable 10,149
Deposits -218
Net cash used in
Operating activities $ -17,071
Cash Flows from
Investing Activities 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 80,000
Net Increase (decrease) $
62,929
Cash, Beginning of period
0
Cash, End of Period $ 62,929
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 22, 2000, under the laws of the State of
Nevada as The Furnishing Club. The Company currently has no operations
and in accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records 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 equivalents
The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents as
of September 30, 2000.
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
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. Diluted loss per share
reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of
March 31, 2000, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal year-end.
Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
The Company's accounting policy for issuing shares in a non-cash
transaction is to issue the equivalent amount of stock equal to the
fair market value of the assets or services received.
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended September
30, 2000, due to the net loss and no state income tax in Nevada, the
state of the Company's domicile and operations. The Company's total
deferred tax asset as of September 30, 2000, is as follows:
Net operation loss carry forward $ 0
Valuation allowance $ 0
Net deferred tax asset $ 0
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 20,000,000
shares with a par value $.001 per share.
Preferred Stock
The authorized preferred stock of the corporation consists of 5,000,000
shares with a par value of $.001 per share.
On March 22, 2000, the Company issued 500,000 shares of its $0.001 par
value common stock for services valued at $.001 per share, or $500.00.
On March 28, 2000, the Company issued 100,000 shares of its $0.001 par
value common stock for $.20 per share or $20,000.00 cash.
On September 29, 2000, the Company completed a public offering that was
offered without registration under the Securities Act of 1933, as
amended (The "Act"), in reliance upon the exemption from registration
afforded by sections 4(2) and 3(b) of the Securities Act and Regulation
D promulgated there under. The Company sold 240,000 shares of common
stock at a price of $0.25 per share for a total amount raised of
$60,000.
<PAGE>
The Furnishing Club
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 2000
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
On September 29, 2000, the Company approved a forward stock split on the
basis of 10 for 1, thus increasing the common stock from 840,000 shares to
8,400,000 shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using 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 does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern.
The stockholders/officers and or directors have committed to advancing
the operating costs of the Company interest free, if necessary.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. 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 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.
<PAGE>
1. Statement of Information Furnished
The accompanying audited consolidated financial statements have been prepared
in accordance with Form 10-QSB instructions and in the opinion of management
contain all adjustments (consisting of only normal recurring accruals)
necessary to present fairly the financial position as of March 22, 2000
(inception) to September 30, 2000, the results of operations for the period
March 22, 2000 (inception) to September 30, 2000 and the cash flows for the
period March 22, 2000 (inception) to September 30, 2000.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis should be read in conjunction with
the Company's financial statements and the notes thereto contained elsewhere
in this filing.
Overview
The Furnishing Club intends to be a leading online retailer of furniture
and home accessories. Our goal is to revolutionize the home furnishing and
decorating experience by offering a comprehensive, personalized and service-
oriented solution for consumers. Our initial product focus has been
furniture, the foundation of home furnishings and the category around which
we intend to build customer relationships. As part of our complete home
solution, we also intend to sell accessories, including lamps, wall art,
rugs, mattresses and linens.
We intend to make The Furnishing Club a destination for finding all the
comforts of home. Through our easy to use Web site, we intend to provide
consumers a destination to receive personalized decorating advice, purchase
our products and services, and access a wide variety of information and
resources. We believe that The Furnishing Club business plan, when
implemented will provide:
* convenience through our broad product selection, simplified searching
capabilities and quality shipping programs;
* personalized customer experiences , persona shopping service, tailored
product selections and targeted editorial content and promotional offers;
* detailed product information and decorating advice to empower customers
to make confident home furnishing and decorating decisions;
* superior customer service throughout The Furnishing Club experience; and
* compelling value to our customers through lower prices and a favorable
shopping experience as compared to traditional retail stores.
<PAGE>
Results of Operations for the period March 22, 2000 (inception), to September
30, 2000.
Total operating expenses from continuing operations were $27,502 for the
period March 22, 2000 (inception), to September 30, 2000. The increase in
expenses was primarily the result of general and administrative expenses
during the period March 22, 2000 (inception), to September 30, 2000.
Forward-Looking Statements and Associated Risks
This Quarterly Report on Form 10-QSB contains forward-looking statements
made pursuant to the safe harbor provisions of the Securities Litigation
Reform Act of 1995. These forward looking statements are based largely on
the Company's expectations and are subject to a number of risks and
uncertainties, many of which are beyond the Company's control, including, but
not limited to, economic, competitive and other factors affecting the
Company's operations, markets, products and services, expansion strategies
and other factors discussed elsewhere in this report and the documents filed
by the Company with the Securities and Exchange Commission. 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 report will in fact prove accurate.
The Company does not undertake any obligation to revise these forward-looking
statements to reflect future events or circumstances.
Liquidity and Capital Reserves
As of September 30, 2000 (Audited)
As of September 30, 2000, the Company's assets were $62,929 and its
liabilities were $10,149, resulting in equity of $52,998.
The Company has continued to fund its cash flow from private placements
of the Company's common stock. It is anticipated that loans and the sale of
the Company's stock will continue until such time as the Company generates
sufficient revenues from its operations to cover operating expenses.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None.
Item 3. Defaults by the Company upon its Senior Securities.
None.
<PAGE>
Item 4. Submission of Matter to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8--K.
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE FURNISHING CLUB
(Registrant)
By:/s/____ Hue Do_____
Hue Do, President
Date: October 20, 2000
