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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 quarter ended September 30, 1999
[ ] 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: 0-29804
CENTER STAR GOLD MINES, INC.
(Exact name of Registrant as specified in charter)
NEVADA 82-0255758
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
201 East Main, Brady, TX 78625
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code:
Former Address: 5814 South 900 East, Salt Lake City, UT 84117
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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. (1) Yes [X]
No[ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date. At October 11, 1999, there
were 50,000,000 shares of the Registrant's Common Stock outstanding.
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PART I
Item 1. Financial Statements
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with the generally
accepted accounting principles have been omitted. However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations
for the period presented have been made. The results for interim periods are
not necessarily indicative of trends or of results to be expected for the full
year. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's registration
statement on Form 10-SB, as amended.
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CENTER STAR GOLD MINES, INC.
BALANCE SHEET
A S S E T S
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
------------ ------------
<S> <C> <C>
Current Assets:
Cash in Bank $ 570,060 $ --
Accounts Receivable 42,217
----------- -----------
Total Current Assets 612,277 --
Fixed Assets
Equipment 34,837 --
Less: Accum Depreciation (581)
----------- -----------
Total Fixed Assets 34,256 --
Other Assets
Software Development 454,569 --
Organization Costs 190,000
Deferred Tax Benefit 4,378
Loan Receivable 53,500
----------- -----------
Total Other Assets 702,447 --
----------- -----------
Total Assets $ 1,348,980 $ --
=========== ===========
</TABLE>
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Center Star Gold Mines, Inc.
Balance Sheet
L I A B I L I T I E S
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
------------ ------------
<S> <C> <C>
Current Liabilities
Accrued Expenses $ 12,723 $ 500
Accrued Interest 5,945
Current Portion of Long-Term Debt 420,000
----------- -----------
Total Current Liabilities 438,668 500
Long-Term Debt
Debentures Payable 740,250 --
Note Payable 549,870
Less: Current Portion of Long Term Debt (420,000)
----------- -----------
Total Long-Term Liabilities 870,120 --
----------- -----------
Total Liabilities 1,308,788 500
E Q U I T Y
Common Stock, par value $.001, 50,000,000 50,000 3,250
with 50,000,000 shares issued and outstanding
Paid in Surplus 15,000 436,008
Retained Earnings (24,808) (439,758)
----------- -----------
Total Equity 40,192 (500)
----------- -----------
Total Liabilities & Equity $ 1,348,980 $ --
=========== ===========
</TABLE>
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Center Star Gold Mines, Inc.
Statement of Operations
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
-------------------------- -------------------------
Sept 30, '99 Sept 30, '98 Sept 30, '99 Sept 30, '98
Revenues:
Revenues $ 13,641 $ -- $ 13,641 $ --
----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Total Revenues 13,641 -- 13,641 --
General & Administrative Expenses:
Contract Services 9,987 9,987
Salaries 5,962 5,962
Depreciation 581 581
Professional Fees 5,786 5,786
Telephone 6,684 6,684
Equipment Lease 3,045 3,045
Telephone 3,924 3,924
Other Expenses 6,858 6,858
----------- ----------- ----------- -------------
Total General & Administrative Expenses 42,827 -- 42,827 --
----------- ----------- ----------- -------------
Net Income Before Tax (29,186) (29,186)
Income Tax Benefit 4,378 4,378
----------- ----------- ----------- -------------
Net Income (Loss) $ (24,808) $ -- $ (24,808) $ --
=========== =========== =========== =============
Net Income (Loss) per Share (0.004) 0.000 (0.006) 0.000
Weighted Average per Share 6,886,074 3,249,960 4,461,998 3,249,960
</TABLE>
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Center Star Gold Mines, Inc.
Statement of Cash Flows
<TABLE>
<CAPTION>
For the Nine Months Ended
-------------------------
September 30 September 30
1999 1998
<S> <C> <C>
Cash Flows - Operating Activities
Net Income per Income Statement ($ 24,808) $ --
Adjustments:
Depreciation 581 --
Organization Costs (190,000) --
Loan Receivable (53,500) --
Accrued Interest 5,945
Accrued Expenses 12,723 --
Deferred Income Tax Benefit (4,378) --
Accounts Receivable (42,217) --
----------- -----------
Total from Operating Activities ($ 295,654) --
Cash Flows - Investing Activities
Fixed Assets (34,837) --
Software Development (454,569) --
----------- -----------
Total for Investing Activities ($ 489,406) --
Cash Flows - Financing Activities
Paid-In-Capital $ 65,000 --
Note Payable 549,870 --
Debentures $ 740,250 --
----------- -----------
Total from Financing Activities 1,355,120 --
----------- -----------
Increase in Cash 570,060 --
Cash Balance, Begin of Year 0 --
----------- -----------
Cash Balance, End of Year $ 570,060 --
=========== ===========
Supplement Disclosure:
Cash paid during year for:
Interest -- --
Income Taxes -- --
</TABLE>
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Center Star Gold Mines, Inc.
Notes to Financial Statements
NOTE #1 - Organization
The Company was incorporated on May 1, 1961, under the laws of the State of
Idaho. On July 21, 1998, the Company filed Articles of Merger in the state of
Nevada wherein Center Star Gold Mines, Inc., an Idaho Corporation, merger with
Center Star Gold Mines, Inc., a Nevada Corporation, incorporated on June 2,
1998.
The purpose for which the Company is organized is to transact any lawful
business or to promote or conduct a legitimate object or purpose under and
subject to the laws of the state of Nevada.
An Agreement and Plan of Reorganization (the "Agreement") was closed on
September 23, 1999, between Center Star Gold Mines, Inc. ("Company"), and
Link.com, Inc. ("Link"). Pursuant to the agreement, Link agreed to exchange
100% of its issued and outstanding shares of common stock, or 25,000 shares, in
exchange for 46,750,040 shares of the Company's common stock, par value $.001
("Common Stock") which becomes a wholly owned subsidiary of the Company.
The merger has been accounted for as a "pooling." The carrying values of assets
and liabilities have been placed on the balance sheet at "historical" costs,
and adjusted for transactions that have occurred as a result of the merger. The
Company's board agreed following the closing of the agreement to approved a
reverse split of the outstanding shares at the rate of one share for each 4.5
shares outstanding. The board also approved a change of the Company's name to
Link.com. Shareholders owning a majority of the outstanding shares of the
Company approved such actions, subject to notification to the shareholders as
required by the rules and regulation promulgated by the Securities and Exchange
Commission.
Link.com is a Brady, Texas, based health care electronic commerce or e-commerce
company currently providing Internet products and services to physicians and
ancillaries, such as pharmacies, hospitals, hospices, etc. Link.com is
currently licensing software to physicians, nursing home facilities and home
health care agencies.
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Center Star Gold Mines, Inc.
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The Company had no revenues from operations during the fiscal year ended
December 31, 1998, or during the first two quarters ended June 30, 1999.
Prior to the merger agreement with the Company, Link.com, Inc. (Link) approved
an asset purchase agreement with an effective date of August 31, 1999 with two
corporations to operate as divisions of Link. Link agreed to exchange its
entire authorized shares (25,000) for the common stock of the two corporations
in exchange for all of the assets of the divisions.
National Health Care Information Systems, LLC, (National Health) was
incorporated as a limited liability company in the State of Texas on November 4,
1998. National Health was formed to develop and market software for the home
health industry. National Health has developed a Home Health Care System to
allow doctors to review patient records over a secure "web" site. National
Health is owned by Bob Rice and Sheila Hemphill and will operate as a division
of Link after the effective date of August 31, 1999.
Venture Information System, LLC, (Venture) was incorporated as a limited
liability company in the State of Texas on August 7, 1996. Venture was formed
to develop and market software for the home health industry. Venture has
developed software and will market to the home health industry and will operate
as a division of Link after the effective date of August 31, 1999.
With the completion of the merger in September 1999, the Company will be able
to produce revenues and compete in the e-commerce market of health care.
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.
CENTER STAR GOLD MINES, INC.
Date: By /s/ Marion Robert Rice, President
Marion Robert Rice
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 570,060
<SECURITIES> 0
<RECEIVABLES> 42,217
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 612,277
<PP&E> 34,837
<DEPRECIATION> (581)
<TOTAL-ASSETS> 1,348,980
<CURRENT-LIABILITIES> 438,668
<BONDS> 870,120
0
0
<COMMON> 50,000
<OTHER-SE> 15,000
<TOTAL-LIABILITY-AND-EQUITY> 1,348,980
<SALES> 13,641
<TOTAL-REVENUES> 13,641
<CGS> 0
<TOTAL-COSTS> 42,827
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (29,186)
<INCOME-TAX> 4,378
<INCOME-CONTINUING> (24,808)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,808)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
