[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: October 31, 2000
-----------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 0-730
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My Meds Express.Com
---------------------------------------------
(Exact name of small business issuer as
specified in its charter)
Delaware 84-1398190
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
BOX 8029, La Jolla, CA 92037-8029
(Address of principal executive offices)
(619) 456-7176
Issuer's telephone number
(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) 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. Yes No X
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No X
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: December 15, 2000 2,177,647
---------------------------
Transitional Small Business Disclosure Format (check one). Yes ; No X
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT AUDITOR'S REPORT
MY MEDS EXPRESS.COM, INC.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of My Meds Express.Com,
Inc.(a development stage company) as of October 31, 2000 and July 31, 2000, and
the related statements of operations and cash flows for the three months ended
October 31, 2000 and 1999. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/s/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
December 15, 2000
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MY MEDS EXPRESS.COM
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
October 31, July 31,
----------- -----------
2000 2000
----------- -----------
ASSETS ............................................. $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable ................................. $ 60 $ 60
Shareholder Advances ............................. 8,045 8,045
----------- -----------
Total Liabilities ........................ 8,105 8,105
----------- -----------
Stockholders' Equity
Preferred stock (par value $.001)..................
5,000,000 shares authorized,
630 shares issued at October 31, 2000 and
July 31, 2000 ..................................... 1 1
Common stock (par value $.001), 50,000,000 shares
authorized, 2,177,647 shares issued and
outstanding October 31, 2000 and July 31, 2000 ... 2,178 2,178
Capital in excess of par value ..................... 2,934,636 2,934,636
Retained deficit ................................... (2,933,986) (2,933,986)
Deficit accumulated during development stage ....... (10,934) (10,934)
----------- -----------
Total Stockholders' Equity ............... (8,105) (8,105)
----------- -----------
Total Liabilities and Stockholders' Equity $ -- $ --
=========== ===========
See accompanying notes and accountants' report
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MY MEDS EXPRESS.COM
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
April 2, 1996
For the Three Months Ended Inception of
October 31, Development
-----------------------------
2000 1999 Stage
-------------- ------------- --------
Revenues ...................... $ -- $ -- $ --
Expenses ...................... -- -- 10,934
-------------- ------------- --------
Net Loss ............... $ -- $ -- $(10,934)
============== ============= ========
Basic & Diluted loss per share $ -- $ --
============== =============
See accompanying notes and accountants' report
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MY MEDS EXPRESS.COM
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
Since
April 2, 1996
Inception
For the three months ended of
October 31, Development
--------------------------
2000 1999 Stage
------------- ----------- --------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net Loss .................................. $ -- $ -- $(10,934)
Increase (Decrease) in Accounts Payable ... -- -- (1,406)
------------- ----------- --------
Net Cash Used in operating activities ... -- -- (12,340)
------------- ----------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities -- -- --
------------- ----------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Shareholder Advances ........ -- -- 8,045
Proceeds From Capital Stock Issued ........ -- -- 4,295
------------- ----------- --------
Net cash provided by financing activities -- -- 12,340
------------- ----------- --------
Net (Decrease) Increase in
Cash and Cash Equivalents ............... -- -- --
Cash and Cash Equivalents
at Beginning of Period .................. -- -- --
------------- ----------- --------
Cash and Cash Equivalents
at End of Period ........................ $ -- $ -- $ --
============= =========== ========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest ................................ $ -- $ -- $ --
Franchise and income taxes .............. -- -- 1,586
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
None
</TABLE>
See accompanying notes and accountants' report
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<PAGE>
MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three month period ended October 31, 2000, are not necessarily indicative of the
results that may be expected for the year ended July 31, 2001.
Organization and Basis of Presentation
Plaza Group, Inc., hereinafter referred to as the "Company" was
incorporated on April 24, 1984 under the laws of the State of Delaware for the
principal purpose of engaging in any and all types of business properties.
General:
On November 7, 1984 the United States Securities and Exchange Commission
granted an effective date to a registration statement on S-18 filed by the
Company in the Denver office, as Commission File Number 2-91824-D. The
registration statement was for offering of 800,000 Units at $0.50 per unit.
The offering file by the Company was a "Blank Check"offering and since the
date of incorporation the company has not engaged in any meaningful business and
is considered a development stage company. The company ceased all operating
activities during the period from July 31, 1987 to March 24, 1996 and was
considered dormant.
The proposed business activities described herein may classify the Company
as a "Blank Check" company. Many states have entered statutes, rules and
regulations limiting the sale of securities of "Blank Check" companies in their
respective jurisdictions. In order to comply with these various limitations,
management does not intend to undertake any efforts to sell any additional
securities of the Company, either debt or equity, or cause a market to develop
in the Company's securities until such time as the Company has successfully
implemented its business plan described herein.
On April 2, 1996, the Company obtained a certificate of renewal from
the State of Delaware. On April 2, 1996 the Company obtained a certificate of
amendment of "Plaza Group, Inc., changing
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MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
General: (Continued)
the name from Plaza Group, Inc to Union 69, Ltd. On March 2, 2000 the Company
changed its name to Save on Meds.Com, Inc.
Nature of Business:
------------------
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of a
Corporation which reports under Section 13 and 15 of the Securities Exchange Act
of 1934 ( the "Exchange Act"). The Company will not restrict its search to any
specific business; industry or geographical location and the Company may
participate in a business venture of virtually unlimited discretion to search
for and enter into potential business opportunities. Management anticipates that
it may be able to participate on only one potential business venture because the
Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk ro shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.
Cash and Cash Equivalents:
-------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
8
<PAGE>
MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss Per Share:
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the three months ended October 31, 2000
Basic Income per Share
Income to common shareholders $ - 2,177,647 $ -
============ =============== ============
For the three months ended October 31, 1999
Basic Loss per Share
Loss to common shareholders $ - 1,377,647 $ -
============ =============== ============
The effect of outstanding common stock equivalents would be anti-dilutive
or immaterial for 2000 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit
risk such as foreign exchange contracts, options contracts or other foreign
hedging arrangements.
NOTE 2 - CONVERTIBLE PREFERRED STOCK
The convertible preferred stock is convertible into common stock at the
option of the shareholder at any time after issuance of the convertible
preferred shares. The conversion ratio is one share of convertible preferred
stock for 30,000 shares of common stock. The holders of convertible preferred
stock shall be entitled to vote on all matters at the ratio of one vote per
share of common stock that it is convertible into as if the shares had been
converted. In the event of any voluntary or involuntary liquidations (whether
complete or partial), dissolution, or winding up of the corporation, the holders
of the convertible preferred stock shall be entitled to be paid an amount in
cash equal to the net book value of the corporation on the date of liquidation,
plus all unpaid dividends, whether or not previously declared, accrued thereon
to the date of final distribution.
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<PAGE>
MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
NOTE 3 - INCOME TAXES
As of October 31, 2000, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $2,900,000 that may be offset
against future taxable income through 2011. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forward will expire unused. Accordingly, the potential tax benefits of the
loss carry-forward are offset by a valuation allowance of the same amount.
NOTE 4 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 5 - COMMITMENTS
As of October 31, 2000 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the company for the use of these facilities and
there are no commitments for future use of the facilities.
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<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended July 31, 2000.
Item 2. Management's Discussion and Analysis or Plan of Operation (Continued)
Results of Operations -For the quarter ended October 31, 2000 compare to the
same period in 1999 are not necessarily indicative of the results that may be
expected for the year ended July 31, 2001.
The Company has no business operations. The Company had $0 and $0 in expenses
for the three month period ended October 31, 2000 and 1999. The Company had no
revenues for the three month period ended October 31, 2000 and 1999. Losses on
operations may occur until sufficient revenues can be achieved.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations. There are no formal commitments from banks or other lending sources
for lines of credit or similar short-term borrowing, but the Company has been
able to borrow any additional working capital that has been required. From time
to time in the past, required short-term borrowing have been obtained from a
principal shareholder or other related entities.
In order to complete any acquisition, the Company may be required to
supplement its available cash and other liquid assets with proceeds from
borrowings, the sale of additional securities, including the private placement
of restricted stock and/or a public offering, or other sources. There can be no
assurance that any such required additional funding will be available or
favorable to the Company.
Because management controls 93.47% of voting rights, management may
actively negotiate or otherwise consent to the purchase of any portion of their
stock as a condition to or in connection with a proposed merger or acquisition.
Furthermore, management could consent or approve any particular stock buy-out
transaction without shareholder approval. In the event that an appropriate
merger candidate is located, the Company may need to pay cash finder's fees or
other acquisition related compensation may be paid to officers, directors,
promoters or their affiliates. Any such finder's fees paid to an officer,
director, promoter, or affiliate may present a conflict of interest because of
the non-arms length nature of such transaction. There are no such negotiations
in progress or contemplated.
There are no arrangements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company did not file a report on Form 8-K during the three months ended
October 31, 2000.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MY MEDS EXPRESS.COM
-------------------
(Registrant)
DATE: December 20, 2000 By: /s/
-------------------------- ----
Michael Johnson, President
(Principal Financial and
Accounting Officer)
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