Form 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended August 31, 1998
[ ] Transition report pursuant section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ........... to..........
Commission file number: 33-21481-FW
Internet Stock Market Resources Corp.
(Exact name of small business issuer as specified in its charter)
Delaware 76-0246940
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
405 Central Avenue, Fifth Floor, St. Petersburg, Florida 33701
(Address of principal executive offices)
(727) 896-9696
(Issuer's telephone number)
N/A
(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...
Applicable only to issuers involved in bankruptcy proceedings 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 court. Yes......No........
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 practicable date: 496,989
Transitional Small Business Disclosure Format (check one): Yes..... No...X...
Page 1 of 17 pages contained in sequential numbering system.
The Exhibit Index may be found on Page 15 of the sequential numbering system.
<PAGE>2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Internet Stock Market Resources Corp.
(hereinafter referred to as the "Registrant" or "Company")
Registrant prepared the accompanying financial statements from its own books
and records. In management's opinion, these financial statements present
fairly in all material respects Registrant's financial condition and changes
therein as of August 31, 1998, and the results of operations and cash flows
for the period, in conformity with generally accepted accounting principles.
As discussed in the Notes to these financial statements, these statements have
been prepared on the presumption that the Company is and will remain a going
concern. The Registrant's long-term survival, and its ability to generate
revenues from operations is contingent upon generating sufficient revenues
from operations, including the sale of its services. Moreover, even if the
Company generates revenues from operations sufficient to meet its short-term
obligations, the Company may find it necessary to raise significant capital
from outside sources; the likelihood of this acquisition of capital is
uncertain, and the Registrant cannot assure success in so doing. If Registrant
does not receive suitable funding, the Company will continue to rely on
revenues that it will realize through its new business. This may mean that the
Company will incur losses in many months, and could be unable to continue as a
going concern. The accompanying financial statements do not include any
provisions for the outcome of this uncertainty.
[Page 2 of 17]
<PAGE>3
INTERNET STOCK MARKET RESOURCES CORP.
f/k/a Internet Stock Exchange Corp.
BALANCE SHEETS
at August 31,
1998 1997
ASSETS
ASSETS $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Accrued expenses $ 3,192 $ 4,000
Due to related parties (Note 2) 2,808 -
TOTAL CURRENT LIABILITIES 6,000 4,000
DEFICIENCY IN ASSETS (NOTE 5)
Common stock, $.1 par value,
50,000,000 shares authorized,
496,087 shares issued and
outstanding (Note 4) 50 50
Additional paid-in capital 3,454,662 3,454,662
Accumulated deficit during
the development stage (Note 5) (3,460,712) (3,458,712)
TOTAL DEFICIENCY IN ASSETS (6,000) (4,000)
TOTAL LIABILITIES AND
DEFICIENCY IN ASSETS $ - $ -
See accompanying notes.
[Page 3 of 17]
<PAGE>4
INTERNET STOCK MARKET RESOURCES CORP.
f/k/a Internet Stock Exchange Corp.
(A Development Stage Company)
STATEMENTS OF ACCUMULATED LOSS AND DEFICIT DURING THE DEVELOPMENT STAGE
For the fiscal years ended May 31, and for the quarter ended August 31, 1998
First Quarter
1996 1997 1998 1998
Cumulative EXPENSES
Professional fees $ 2,000 $ 2,000 $ 6,000 $ 6,000
LOSS FROM CONTINUING
OPERATIONS $ (2,000) $ (2,000) $ (6,000) $ (6,000)
DISCONTINUED OPERATIONS,
NET OF INCOME TAXES
Discontinued development
stage activities - - (3,454,712) (3,454,712)
LOSS FROM DISCONTINUED
OPERATIONS - - (3,454,712) (3,454,712)
NET LOSS (2,000) (2,000) (3,460,712) (3,460,712)
BASIC NET LOSS PER SHARE $ (0.004) $ (0.004) $ (6.976) (6.976)
See accompanying notes.
[Page 4 of 17]
<PAGE>5
INTERNET STOCK MARKET RESOURCES CORP.
f/k/a Internet Stock Exchange Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the quarters ended August 31,
1998 1997
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ ( 0) (500)*
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Increase (decrease) in
liabilities:
Accrued expenses ( 0) 2,000
Due to related parties 0 -
NET CASH USED BY DEVELOPMENT
STAGE OPERATING ACTIVITIES - -
NET INCREASE IN CASH AND
EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE
DEVELOPMENT STAGE - -
CASH AND EQUIVALENTS -
BEGINNING OF PERIOD - -
CASH AND EQUIVALENTS -
END OF PERIOD $ - $ -
*One-quarter of fiscal year total of ($2,000)
See accompanying notes.
[Page 5 of 17]
<PAGE>6
INTERNET STOCK MARKET RESOURCES CORP.
f/k/a Internet Stock Exchange Corp.
(A Development Stage Company)
STATEMENTS OF DEFICIENCY IN ASSETS
Common Par Additional Accumulated Total
Stock Value Paid-in Deficit Deficiency
Balance
May 31, 1996 496,087 $ 50 $ 3,454,662 $ (3,456,712) $ (2,000)
Balance
May 31, 1997 496,087 50 3,454,662 (3,458,712) (4,000)
Balance
May 31, 1998 496,087 50 3,454,662 (3,460,712) (6,000)
Balance
August 31, 1998 496,087 50 3,454,662 (3,460,712) (6,000)
See accompanying notes.
[Page 6 of 17]
<PAGE>7
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Activity
Internet Stock Market Resources, Inc. f/k/a Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc. (the "Company") is a Delaware corporation. The
Company is a corporation organized by virtue of a merger of Sea Venture
Cruises, Inc., a close, Delaware corporation with and into Trans America
Enterprises, Inc., a public, Texas corporation which had previously registered
on Form S-18 with the United States Securities and Exchange Commission an
issue of its Common Stock. The Company obtained its certificate of merger from
the State of Delaware on June 14,1989, effectively making the Company a
Delaware corporation. The Company has been inactive since 1989, when it
discontinued its luxury passenger and one-day cruises business. From 1989 to
the present time, the Company has not actively engaged in a specific business.
The Company changed its name to Internet Stock Exchange Corp. as of March 26,
1998, and subsequently changed its name to Internet Stock Market Resources,
Inc. The Company has entered into a plan and agreement of merger whereby a
close, Florida corporation will merge with and into the Company; the closing
of this merger is set for September 1, 1998. The merger agreement contemplates
the acquisition by the Company of one hundred percent (100%) of the private
corporation in exchange for two million (2,000,000) shares of unregistered
(and, therefore, restricted) Common Stock of the Company.
Basic Net Loss Per Share
Basic per share information is computed by dividing income available to
Common stockholders by the weighted average number of Common shares
outstanding. No warrants or options were outstanding.
Income Taxes
The Company follows Statement of Financial Accounting Standards No. 109 (FAS
109), "Accounting for Income Taxes". FAS 109 is an asset and liability
approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of the difference in events that
have been recognized in the Company's financial statements compared to the
tax returns.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires Management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Development Stage Company
The Company has been inactive for the past several years, and thus has not yet
generated any revenues. As such, it is considered a development stage company.
(See, however, Note 6, below).
[Page 7 of 17]
<PAGE>8
Suspension of Recognition of Activities
In contemplation of the merger noted above, and because such entries would be
immaterial, Management has chosen to not recognize any expenses realized by or
accruing to the Company during the first quarter of the current fiscal year.
Subsequent to the closing of the merger on September 1, 1998, which coincides
with the beginning of the Company's second quarter, Management will institute
a new accounting regimen consistent with reporting of financial information by
public companies. Also, commencing with the second quarter of the current
fiscal year, Management will present consolidated financial statements of the
surviving corporation on a pro forma basis from the beginning of the current
fiscal year.
NOTE 2. RELATED PARTY TRANSACTIONS
On March 15, 1990, the Company issued 443,988,735 restricted common shares
to M.C.K. Marine Enterprises, Inc. in exchange for a loan of $1,605,800.
M.C.K. Marine Enterprises, Inc. was owned by one of the major shareholders
of the Company.
Partial payment of accrued expenses were paid by an affiliated company,
through common ownership, in the amount of $2,808 and is included in the "Due
to related parties."
NOTE 3. INCOME TAXES
Deferred income taxes (benefits) are provided for certain income and
expenses, which are recognized in different periods for tax and financial
reporting purposes. Sources of temporary differences and the resulting assets
and liabilities are as follows:
Deferred Tax
Asset
Net operating loss carryforward $ 2,854,686
Effective tax rate 39%
1,113,328
Valuation allowance (1,113,328)
$ -
Statement of Financial Accounting Standard No. 109 requires the use of an
asset and liability method of accounting for income taxes. Statement No. 109
provides for the recognition and measurement of deferred income tax benefits
based on the likelihood of their realization in future years. A valuation
allowance has been established since it is likely that a portion of the
deferred income tax benefits will not be realized.
The Company has a net operating loss carryforward of approximately $2,855,000
for federal and state income tax purposes to offset future taxable income.
These losses expire in 2018.
NOTE 4. REVERSE STOCK SPLIT
On March 15, 1998, the Board of Directors authorized a 1 for 1,000 reverse
stock split, to be effective as of April 14,1998, for all of the then issued
and outstanding shares of the Company's common stock. As a result of the
reverse stock split, the Company's issued and outstanding shares of Common
Stock were reduced from 494,405,953 to 494,406. The financial statements
give retroactive effect to this reverse stock split.
[Page 8 of 17]
<PAGE>9
NOTE 5. GOING CONCERN
As shown in the accompanying financial statements, the Company incurred net
losses of $6,000 for the three years ended May 31, 1998 and has been inactive
since 1989. Because only immaterial financial activity was realized in this
first quarter of the current fiscal year, the Company's incurred net losses
remain at $6,000. As a result the Company has a negative working capital and a
deficiency in assets. The financial statements do not include any adjustments
that might be necessary should the Company be unable to continue as a going
concern.
NOTE 6. SUBSEQUENT EVENTS
As detailed above in Note 1, the Company has entered into a plan and agreement
of merger of a close, Florida corporation of substantially the same name with
and into the Company. Because the acquired Company generates revenues
sufficient to be considered a "going concern," it is the judgment of
Management that, commencing with the second quarter, the Company will be
operational. Pursuant to the nature of the merger, which contemplates the
acquisition of one hundred (100%) of the private, operational corporation's
equity, Management will present, commencing with the second quarter of the
current fiscal year, financial statements of the (public, Delaware) surviving
corporation consolidated to include the assets, liabilities, revenues, and
expenses of the two pre-existing corporations as a single accounting entity.
[Page 9 of 17]
<PAGE>10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
As described below, the Registrant is, at the date of this filing, dormant,
meaning; as such, it has not yet become operational or conducted any business
so as to become an income-producing entity. As disclosed in Item 3 of Part II,
below, the Registrant has received the approval of its shareholders to merge
with the close, Florida corporation called Internet Stock Market Resources,
Inc., an operating company engaged in providing corporate information
(including company profiles and stock quotes) on the Internet.
Shortly after inception in 1988, the Registrant filed with the United States
Securities and Exchange Commission a registration statement on Form S-18,
effectively causing the corporation to become a reporting entity under Section
12(g) of the Securities Exchange Act of 1934. On February 9, 1989, the Company
was merged with Sea Venture Cruises, Inc., a close, Delaware corporation, in a
tax-free reorganization which resulted in the re-domiciling of the corporation
from Texas to Delaware. Trans America Enterprises, Inc., the specifically-
named surviving corporation of the merger, changed its name to Sea Venture
Cruises, Inc., and conducted business as such until March of 1998. As of
fiscal year-end 1997, and further, as of March of 1998, the records of the
Registrant reflected 494,405,953 shares of Common, voting stock issued and
outstanding. This issued and outstanding Common Stock was the result of three
events: first, the Issue of Common Stock shares pursuant to the Form S-18
described above; second, the merger of Trans America Enterprises, Inc. with
Sea Venture Cruises, Inc.; and third, debt-to-equity conversions carried out
by the Registrant in the normal course of business.
Because of a lack of success in the cruise business, the Registrant began to
seek a merger partner in a new line of enterprise. Determining that
substantial opportunities existed in the burgeoning area of Internet
information services, certain principals of the Registrant began developing
a separate, private, Florida corporation called Internet Stock Market
Resources Corp. which was engaged in providing information on the World Wide
Web through a Web site with the URL http://www.internetstockexchange.com. On
March 26, 1998, the Registrant's name was change by amendment to the (Amended)
Articles of Incorporation to Internet Stock Exchange Corp. On April 14, 1998
the Registrant executed a reverse-split of all shares of Common Stock of the
corporation on a one for one thousand (1-for-1000) basis, with fractional
shares being canceled. This reverse-split resulted in the total number of
shares issued and outstanding becoming 487,001.
On August 17, 1998, the Registrant changed its name to Internet Stock Market
Resources Corp., and subsequently announced that it had merged with the
private, close Florida corporation of substantially similar name. The
financial statements of the surviving corporation reflect the activity of the
dormant, public entity through the August 31, 1998 end of reporting period.
Consolidated financial statements will be presented commencing with the period
beginning September 1, 1998. The corporation had, since inception to the end
of the fiscal year ending on May 31, 1998, realized an accumulated deficiency
in assets of $6,000. During this, the first quarter of the new fiscal year,
the Registrant has realized minimal costs, and so its financial condition
has not changed materially from that reported for the fiscal year ending May
31, 1998. The Registrant anticipates that this deficiency will not remain
beyond the current reporting period (quarter), since the private, Florida
corporation being merged into the Registrant has earned, and expects to
continue to earn, positive revenues from its operations, and these revenues
will be reflected in the consolidated statements of the surviving corporation,
whose financial statements will be presented in subsequent filings for the
Registrant commencing with the second quarter of the current fiscal year.
[Page 10 of 17]
<PAGE>11
The Registrant did not make filings on Form 10-K, 10-Q, or 8-K during the
period from 1990 to 1997, at which time Management of the Company entered
into discussions with the Securities and Exchange Commission (the
"Commission") concerning the rectification of this matter. During the course
of these discussions, the representative for the Registrant obtained verbal,
but not written, confirmation from the Commission that the Registrant
qualified under Regulation S-B; as such, the Registrant file Form 10-KSB for
its fiscal year ending May 31, 1998 (followed by two amendments thereto), and
will continue to file under applicable provisions of Regulation S-B until such
time (when and if) as Management determines that the Registrant should file
otherwise.
[Page 11 of 17]
<PAGE>12
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) If the instruments defining the rights of the holders of any class of
registered securities have been materially modified, give the title of the
class of securities involved and state briefly the general effect of such
modification upon the rights of holders of such securities.
No instrument defining the rights of any holder of any class if securities of
the Registrant has been materially modified during the reporting period.
(b) If the rights evidenced by any class of registered securities have been
materially limited or qualified by the issuance or modification of any other
class of securities, state briefly the general effect of the issuance or
modification of such other class of securities upon the rights of the holders
of the registered securities.
No rights evidenced by any class of registered securities of the Registrant
have been materially limited or modified during the reporting period.
(c) Furnish the information required by Item 701 of Regulation S-B
(Section 228.701 of this chapter) as to all equity securities of the
Registrant sold by the registrant during the period covered by the report that
were not registered under the Securities Act.
No securities were sold during the period. With respect to a merger between
the Registrant and a close, Florida corporation (see Part I, Item 2), two
million (2,000,000) shares of the Registrant's Common Stock will be issued to
the shareholders of the acquired entity (see Part II, Item 4(c), below). These
securities will be unregistered, and will therefore be "restricted" as that
term is meant under 17 CFR Section 230.144. The closing of this merger is
planned for September 1, 1998, which is the first day of the second quarter.
Because the closing of this merger occurs in the second quarter of the
Registrant's current fiscal year, that issue of securities of the Registrant
will be noted again in the 10-QSB to be filed for the second quarter, ending
on November 30, 1998, of the Registrant's current fiscal year.
(d) If required pursuant to Rule 463(17 CFR 230.463) of the Securities Act
of 1933, furnish the information required by Item 701(f) of Regulation S-B.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
[Page 12 of 17]
<PAGE>13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
If any matter has been submitted to a vote of security holders during the
period covered by this report, through the solicitation of proxies or
otherwise, furnish the following information.
(a) The date of the meeting and whether it was an annual or special meeting.
August 19, 1998; Special Shareholders' Meeting.
(b) If the meeting involved the election of directors, the name of each
director elected at the meeting and the name of each other director whose term
of office as a director continued after the meeting.
Not applicable.
(c) A brief description of each matter voted upon at the meeting and state
the number of votes cast for, against or withheld, as well as the number of
abstentions and broker non-votes, as to each such matter, including a separate
tabulation with respect to each nominee for office.
Registrant submitted to the shareholders for their approval a merger of the
close, Florida corporation Internet Stock Market Resources, Inc. with and into
the Registrant. The proposal was represented to the shareholders as a "pooling
of interest" with the Registrant issuing, upon closing (subsequent to the
current reporting period), two million (2,000,000) unregistered, restricted
shares of Common Stock of the Registrant. The acquisition target was
represented to the shareholders as an operating company. It was further
disclosed to the shareholders that the acquisition target was controlled by
Anastasio Kyriakides, President and chief executive officer of the Registrant.
The percentage of voting shares voting in favor of the merger plan was 80%.
(d) A description of the terms of any settlement between the registrant and
any other participant (as defined in Rule 14a-11 of Regulation A under the
Exchange Act) terminating any solicitation subject to Rule 14a-11, including
the cost or anticipated cost to the registrant.
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (Item 601 of Regulation S-B).
(1) Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
None.
[Page 13 of 17]
<PAGE>14
SIGNATURES
Pursuant of the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Internet Stock Exchange Corp.
(Registrant)
DATE: 11/15/98 By: /s/ Anastasio Kyriakides
----------------------------
Anastasio Kyriakides
President/Director
[Page 14 of 17]
<PAGE>15
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
27 Financial Data Schedule
[Page 15 of 17]
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE PERIOD ENDED AUGUST 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> JUN-01-1998
<PERIOD-END> AUG-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> (6,000)
<CURRENT-LIABILITIES> 6,000
<BONDS> 0
0
0
<COMMON> 3,454,712
<OTHER-SE> (3,460,712)
<TOTAL-LIABILITY-AND-EQUITY> (6,000)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,000)
<DISCONTINUED> (3,454,712)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,460,712)
<EPS-PRIMARY> (6.976)
<EPS-DILUTED> (6.976)
</TABLE>
