UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1999
Commission file number 0-18412
Etravnet.com, Inc.
(Exact name of registrant as specified in its charter)
New York 11-2602120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
560 Sylvan Avenue, Englewood Cliffs, New Jersey 07632
(Address of principal executive offices)
(201) 567-8500
(Registrant's telephone number, including area code)
Playorena, Inc., 150 Vanderbilt Motor Parkway, Suite 311,
Hauppauge, New York 11788
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by checkmark 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 [ ]
Indicate the number of shares outstanding of each of issuer's classes of
common stock as of the latest practicable date:
NUMBER OF SHARES OUTSTANDING ON
TITLE OF CLASS October 19, 1999
-------------- --------------------------------
Common Stock, $.001 par value 5,358,073
<PAGE>
FORM 10-Q
CONTENTS
PART I - FINANCIAL INFORMATION (Unaudited)
Balance Sheet at August 31, 1999 and November 30, 1998 3
Statement of Operations for the three months and nine months
ended August 31, 1999 and 1998 4
Statements of Cash Flows for the nine months ended August
31, 1999 and 1998 5
Notes to Financial Statements for the nine months ended
August 31, 1999 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signature 9
<PAGE>
PLAYORENA, INC.
BALANCE SHEET
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
August 31, November 30,
1999 1998
----------- ------------
<S> <C> <C>
Cash 3,653 678
--------- --------
TOTAL ASSETS $ 3,653 $ 678
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Notes payable $ 35,000 $ 85,000
Due to shareholder 41,300 -
Liabilities of discontinued operations 66,226 66,226
Accrued expenses 189,692 228,376
----------- -----------
TOTAL CURRENT LIABILITIES 332,218 379,602
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIENCY):
Common stock, $.001 par value;
15,000,000 shares authorized;
issued and outstanding 10,623,018
shares at August 31, 1999 and
9,198,679 shares at
November 30, 1998 10,623 9,199
Additional paid-in-capital 5,393,815 5,273,780
Accumulated deficit (5,733,003) (5,661,903)
----------- -----------
TOTAL SHAREHOLDERS' DEFICIENCY (328,565) (378,924)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 3,653 $ 678
=========== ===========
</TABLE>
<PAGE>
PLAYORENA, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
August 31 August 31 August 31 August 31
1999 1998 1999 1998
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
EXPENSES
General and administrative $ 38,676 $ 37,297 $ 64,725 $ 47,297
Interest expense 2,125 20,217 6,375 63,985
---------- --------- --------- ---------
TOTAL EXPENSES 40,801 57,514 71,100 111,282
---------- --------- --------- ---------
INCOME (LOSS) FROM
CONTINUING OPERATIONS (40,801) (57,514) (71,100) (111,282)
---------- --------- --------- ---------
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS 0 430,357 0 430,357
---------- --------- --------- ---------
NET INCOME (LOSS) $ (40,801) $ 372,843 $(71,100) $319,075
========== ========= ========= =========
NET INCOME (LOSS) PER SHARE:
Continuing operations $ (0.00) $ (0.05) $ (0.01) $ (0.14)
Discontinued operations 0.00 0.41 0.00 0.55
---------- --------- --------- ---------
NET INCOME (LOSS) PER SHARE -
BASIC $ (0.00) $ 0.35 $ (0.01) $ 0.41
---------- --------- --------- ---------
WEIGHTED AVERAGE SHARES
USED IN COMPUTATION 9,383,645 1,052,485 9,383.645 776,259
========== ========= ========= =========
</TABLE>
<PAGE>
PLAYORENA, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
August 31, November 30,
1999 1998
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (71,000) $ 319,075
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Stock issued for services 21,150
Gain on liabilities extinguished (430,357)
Change in operating assets and liabilities
Increase (decrease) in accrued expenses 11,625 78,985
---------- ---------
CASH USED IN OPERATING ACTIVITIES (38,325) (32,297)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from officer's advances 41,300 36,176
---------- ---------
CASH PROVIDED BY FINANCING ACTIVITIES 41,300 36,176
---------- ---------
NET INCREASE IN CASH 2,975 3,879
CASH AT BEGINNING OF YEAR 678 -
---------- ---------
CASH AT END OF PERIOD $ 3,653 $ 3,879
========== =========
</TABLE>
<PAGE>
PLAYORENA, INC.
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED AUGUST 31, 1999
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying financial statements are unaudited, but reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of financial position and the results of operations for the
interim periods presented. Unless noted, all such adjustments are of a
normal and recurring nature. These financial statements should be read in
conjunction with the financial statements and related footnotes for the
year ended November 30, 1998 included in the Form 10-KSB for the year then
ended. The results of operations for any interim period are not necessarily
indicative of the results attainable for a full fiscal year.
2. SUBSEQUENT EVENT
On September 17, 1999 Playorena, Inc. ("Playorena") acquired the
outstanding capital stock of Global Travel Network, LLC ("Global Travel")
in exchange for 5,063,379 shares of Playorena's common stock, representing
94.5% of the issued and outstanding common stock of Playorena upon
completion of the merger. Prior to the acquisition, Playorena's
shareholders approved (a) a reverse stock split in which each share of
Playorena common stock was exchanged for 0.027533 of a share of its common
stock, and (b) a change in the name of the Company to Etravnet.com, Inc.,
effective September 29, 1999.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
In light of the fact that the Company divested all of its operations and
sold all of its assets in July 1998, the Company is accounting for the
historical results of the business as discontinued operations. In this
regard, the following discussion and analysis presents a general, overall
financial summary of the discontinued operations, rather than a detailed
discussion of the results of operations recently disposed of. As presented
in the Company's recast financial statements, certain expenses, consisting
of minimal general and administrative expense and debt service costs have
been evaluated to be expenses attributable to the continuing entity after
consideration of the divestiture of operations.
In light of the fact that the Company has discontinued its operations,
no remedial measures were taken to address the Year 2000 computer issue.
The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
report.
RESULTS OF OPERATIONS -
COMPARISON OF QUARTERS ENDED AUGUST 31, 1999 AND AUGUST 31, 1998
During both the six months ended August 31, 1999 and 1998, revenues of
discontinued business were $0.
The Company ceased operating its discontinued business in fiscal year
ended November 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
On September 17, 1999, the Company acquired Global Travel Network LLC
as described below. The Company believes that with this operation, it has
sufficient financial resources to engage in its current business plans for
at least the next twelve months.
RECENT ACQUISITION
On September 17, 1999 Playorena, Inc. ("Playorena") acquired the
outstanding capital stock of Global Travel Network, LLC ("Global Travel")
in exchange for 5,063,379 shares of Playorena's common stock, representing
94.5% of the issued and outstanding common stock of Playorena upon
completion of the merger. Prior to the acquisition, Playorena's
shareholders approved (a) a reverse stock split in which each share of
Playorena common stock was exchanged for 0.027533 of a share of its common
stock, and (b) a change in the name of the Company to Etravnet.com, Inc.,
effective September 29, 1999.
In business since 1982, Global Travel, through its Global Travel Network
franchise business, has approximately 350 locations throughout the United
States, including over 50 franchised travel agencies located within
Wal-Mart Supercenters nationwide and over 50 international franchised
agencies and master franchisees representing 21 countries and the
Caribbean.
<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
(a) Exhibit 27 - Financial Data Schedule (for electronic
submission only)
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURE
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.
ETRAVNET.COM, INC.
By: /s/ Michael Brent
---------------------------
Michael Brent, President
Dated: October 20, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> AUG-31-1999
<CASH> 3,653
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,653
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,653
<CURRENT-LIABILITIES> 332,218
<BONDS> 0
0
0
<COMMON> 10,623
<OTHER-SE> (339,188)
<TOTAL-LIABILITY-AND-EQUITY> 3,653
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 64,725
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,375
<INCOME-PRETAX> (71,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71,100)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
