MONEYZONE COM
10QSB, 2000-05-15
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<PAGE>
================================================================================
                     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 March 31, 2000

|_| TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
OF 1934.

For the transition period from _____ to ______


                         Commission file number 0-25022

                                  MoneyZone.com
- --------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                    NEVADA                                      72-1148906
- ------------------------------------------------  ------------------------------
        (State Or Other Jurisdiction Of                      (I.R.S. Employer
        Incorporation Or Organization)                      Identification No.)

          8701 RED OAK BLVD, SUITE 100, CHARLOTTE, NORTH CAROLINA 28217
- --------------------------------------------------------------------------------
                    (Address Of Principal Executive Offices)

                                 (704) 522-1410
- --------------------------------------------------------------------------------
                 (Issuer's Telephone Number, Including Area Code)

     Check  whether  the issuer:  (1) 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
   ----     ----
     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable  date:  6,245,835
                                                  ------------------------------

     Transitional Small Business Disclosure Format:
Yes      No  X
   ----     ----


<PAGE>




                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)


                              INDEX TO FORM 10-QSB


                                                                            PAGE
                                     PART I

Item 1. Financial Statements............................................      2
Item 2. Management's Discussion and Analysis or Plan of Operation.......     10


                                     PART II

Item 6. Exhibits, List  and Reports on Form 8-K.........................     12
Signatures..............................................................     13



<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)

                                   (UNAUDITED)

                                 BALANCE SHEETS


                                                March 31,         March 31,
                                                  2000              1999
                                                --------          --------


ASSETS
    Cash                                      $    416,713      $      1,014
    Marketable securities                          272,602                 -
    Property & equipment, net of
      accumulated depreciation of $2,780           125,607                 -
    Prepaid Expenses                               637,600                 -
                                              ------------      ------------
       Total Assets                           $  1,452,522      $      1,014
                                              ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities
    Accounts payable                          $     44,335      $      2,580
    Advances                                             -            14,590
    Accrued interest                                     -            18,741
    Promissory notes to an
     officer/stockholders                                -           159,372
                                              ------------      ------------
        Total liabilities                           44,335           195,283
                                              ------------      ------------
   Commitments and contingencies
   Shareholders' equity
    Preferred stock; $.001 par value;
     authorized 15,000,000 shares;
     issued - none                                       -                 -
    Common stock; $.001 par value;
     authorized 50,000,000 shares;
     6,245,835 and 1,633,227 shares
     issued and outstanding at December
     31, 1999 and 1998                               6,246             1,633
    Additional paid in capital                   2,387,593           224,362
    Deficit accumulated during development
     stage                                        (985,652)         (420,264)
                                              ------------      ------------
       Total shareholders' equity                1,408,187          (194,269)
                                              ------------      ------------
       Total Liabilities and
          Shareholders' Equity                $  1,452,522      $      1,014
                                              ============      ============


                 See accompanying notes to financial statements.

                                       2
<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)

                                   (UNAUDITED)

                            STATEMENTS OF OPERATIONS



                                                                   APRIL 4, 1989
                                         FOR THE THREE MONTHS      INCEPTION) TO
                                            ENDED MARCH 31,           MARCH 31,
                                     ----------------------------  -------------
                                          2000           1999           2000
                                     -------------  -------------  -------------

Service Income                       $       -       $             $       710
                                                             -
Costs and expenses
  Costs related to attempted
   Business acquisitions                     -               -         192,020
  Web Site and Related Costs            45,101               -         130,832
  General and administrative           363,060                         571,939
  Interest                                   -           4,603          25,107
  Offering Costs                             -               -          66,464
                                    ----------       ---------     -----------
   Total costs and expenses            408,161           4,603         986,362


 Net loss                            $(408,161)     $   (4,603)     $ (985,652)
                                     ===========    ===========     ===========
 Basic and diluted net loss per
    common stock share before
    extraordinary item               $  (0.065)     $   (0.002)
                                     ===========    ===========

 Weighted average common shares      6,245,855       1,633,227
    outstanding                      =========       ==========



                 See accompanying notes to financial statements.

                                       3

<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS





                                                    FOR THE THREE MONTHS
                                                       ENDED MARCH 31,
                                                       ---------------
                                                     2000            1999
                                                    ------          ------

 Cash flows from operating activities
   Net income (loss)                             $  (408,161)    $   (4,603)

   Adjustments to reconcile net loss
    to net cash provided by (used in)
    operating activities:
       Write-down to market of
         trading securities                                -              -
       Depreciation and amortization                       -              -

       Capital contributed by shareholder
        for legal fees                                     -              -
       Common stock issued for costs
         advanced and services                             -              -
   Changes in operating assets and
    liabilities
      Accounts payable                                     -          4,603
      Deposits                                       130,000              -
                                                 -----------    -----------

 Net cash used in operating
    activities                                      (538,161)
                                                 -----------

 Cash flows from investing activities
   Purchase of property and equipment                (19,737)             -
   Purchase of marketable securities                       -              -
   Net cash acquired on acquisition of
    acquisition of EBonlineinc.com, Inc.                   -              -
                                                 -----------    -----------
 Net cash used in investing activities               (19,737)             -
                                                 -----------    -----------

 Cash flows from financing activities
   Proceeds from sale of common stock, net                 -              -
   Proceeds from notes payable                             -              -
   Advances from stockholders                              -              -
 Net cash provided by financing activities                 -              -
                                                 -----------    -----------
 Net increase (decrease) in cash                     973,599              -
 Cash and cash equivalents,
   beginning of period                               974,611          1,014
                                                 -----------    -----------
 Cash and cash equivalents, end of period        $   416,713    $     1,014
                                                 ===========    ===========

                 See accompanying notes to financial statements.

                                       4

<PAGE>

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE A.    ORGANIZATION, BUSINESS, AND CONSOLIDATION

      The financial  statements  presented are those of MoneyZone.com,  a Nevada
corporation  and a development  stage company (the  "Company").  The Company was
incorporated  on April 4, 1989  under the laws of the State of Nevada  under the
name Chelsea  Atwater,  Inc.,  later  changing  its name to CEREX  Entertainment
Corporation and  subsequently to CERX  Entertainment  Corporation,  CERX Venture
Corporation   and,  on  July  8,  1999,  in   connection   with  the  merger  of
EBonlineinc.com,   Inc.,  a  Delaware   corporation,   with  the   Company,   to
EBonlineinc.com.  Upon consummation of the merger, EBonlineinc.com,  Inc. ceased
to exist and the Company was the sole  surviving  entity.  On December 16, 1999,
the Board of Directors approved the Company changing its name to MoneyZone.com.

      The  Company's  activities  to date  have  been  directed  toward  raising
capital,  developing,  implementing  and  marketing an Internet site designed to
facilitate  mergers,   acquisitions,   and  the  funding  of  corporate  finance
activities.


NOTE B.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the  reporting  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 period.
Actual results could differ from those estimates.

      DEFERRED INCOME TAXES

      Deferred income taxes reflect  temporary  differences in reporting results
of operations  for income tax and financial  accounting  purposes.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.

      STOCK-BASED COMPENSATION

      In  October,   1995,  the  FASB  issued  SFAS  No.  123,  "Accounting  for
Stock-Based  Compensation"  SFAS No.  123  encourages,  but  does  not  require,
companies to record compensation expense for stock-based  employee  compensation
plans at fair value.  The  Company  has  elected to account for its  stock-based
compensation  plans using the  intrinsic  value method  prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
No. 25). Under the provisions of APB No. 25, compensation cost for stock options
is measured as the excess,  if any, of the quoted  market price of the Company's
common  stock at the  date of grant  over the  amount  an  employee  must pay to
acquire the stock.

                                       5
<PAGE>

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

      LOSS PER COMMON SHARE

      Loss per common share is computed by dividing the net loss by the weighted
average shares outstanding  during the period.  Common stock equivalents are not
included  in the  weighted  average  calculation  since  their  effect  would be
anti-dilutive.


NOTE B.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      SFAS  107,  "Disclosures  about  Fair  Value  of  Financial  Instruments,"
requires  the  Company  to report the fair value of  financial  instruments,  as
defined.  Substantially  all of the Company's assets and liabilities are carried
at fair value or contracted  amounts which approximate fair value.  Estimates of
fair  value  are made at a  specific  point in time,  based on  relative  market
information and information about the financial  instrument,  specifically,  the
value of the underlying financial instrument.

      PROPERTY AND EQUIPMENT

      Property  and  equipment  are  carried  at cost and are  depreciated  on a
straight-line basis over the estimated useful life of the related assets of five
years.

      CASH AND CASH EQUIVALENTS

      For  purposes  of  the  consolidated  financial  statements,  the  Company
considers  all  demand   deposits  held  in  banks  and  certain  highly  liquid
investments with maturities of 90 days or less other than those held for sale in
the ordinary course of business to be cash equivalents.

      STOCK SPLIT

      In July,  1999, in connection  with our merger with  EBonlineinc.com  (see
Note D), the shareholders approved and the Company effected a 3.5 for 10 reverse
split of the  Company's  common stock and a  cancellation  of 117,766  shares of
common stock, resulting in an effective reverse split ratio of 3.2646:10. Unless
otherwise  noted,   all  references  to  shares  and  share  prices,   including
retroactive  treatment,  reflect the reverse split on the basis of the effective
ratio.

      RECLASSIFICATIONS

      Certain amounts in prior periods have been  reclassified to conform to the
current presentation.

NOTE C.     STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS

      PREFERRED STOCK

      On  February  10,  1997,  the  Company's  Board  of  Directors  designated
4,000,000   shares  of  preferred  stock  as  the  Series  A,  6.75%  Non-Voting
Convertible  Preferred  Stock.  No shares of the  Series A,  6.75%  Non-  Voting
Convertible  Preferred  Stock have been issued.  On March 31, 1998,  the Company
cancelled  the  designation  of  the  Series  A,  6.75%  Non-Voting  Convertible
Preferred Stock.

                                       6
<PAGE>

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED



      The Company has a total of 15,000,000  preferred shares,  $.001 par value,
authorized.  Dividends, voting rights and other terms, rights and preferences of
these  preferred  shares have not been  designated  but may be designated by the
Board of Directors from time to time.

      COMMON STOCK

      In 1989,  the  Company  sold  734,530  shares of common  stock to  fifteen
persons for the aggregate sum of $19,040.  Of these shares 262,800 common shares
were sold to officers and directors of the Company for $3,900.

      On  September 21, 1994, the  Company issued 241,580 shares of common stock
to John D. Brasher Jr., the Company's  principal  shareholder  and president for
out of pocket expenses paid on behalf of the Company. These share were valued at
$.006 per share or $1,480.

      On January 25, 1996, the Company  issued  40,240 shares of common stock to
John D. Brasher Jr., for out of pocket  expenses  paid on behalf of the Company.
These shares were valued at $.061 per share or $2,465.

      On December 28, 1996, a majority of the Company's  shareholders approved a
restructuring of the Company's  authorized  capital including (1) a reduction in
the authorized common shares from 250,000,000 to 50,000,000,  (2) an increase in
the authorized  preferred  shares from 5,000,000 to 15,000,000,  (3) a change in
par value to $.001 for both the common and preferred  stock.  All shares and per
share amounts have been restated to reflect this restructuring of the Company.

      On December 31, 1996, the Company issued 600,554 shares of common stock to
John D. Brasher Jr., for Company expenses  advances and legal services  provided
by Brasher & Company. These shares were valued at $.245 per share or $147,167.

      On May 8,  1997,  the  Company  sold  16,323  shares of common  stock to a
corporation for cash of $2,500.

      On October 1, 1999 the Company sold 733,335  common  shares  pursuant to a
private  placement  offering  at $3.00 per  share.  Costs of the  offering  were
$654,893,  leaving net proceeds to the Company of $1,545,112. In connection with
this offering,  warrants to purchase 73,333 shares of the Company's common stock
at $3.00 per share were issued to the private  placement  agent.  These warrants
will expire five years from the date of issuance.

      On  December  15,  1999 the Company  issued  warrants to purchase  176,667
shares  of the  Company's  common  stock at  $3.00  per  share  under a one year
consulting agreement. The warrants will expire on December 31, 2002.

      RELATED PARTY TRANSACTIONS

      On December 30, 1997, Brasher & Company, of which John D. Brasher,  Jr. is
the sold owner,  forgave $53,343 of accrued legal expenses advanced on behalf of
the  Company.  The  Company  has  recorded  this debt  forgiveness  as a capital
contribution.

                                       7
<PAGE>

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED



      During 1998, John D. Brasher Jr., the Company's  majority  shareholder and
president,  loaned the Company $61,850 and these funds subsequently were used to
partially repay advances of $60,000.

      In July,  1999,  the  Company  owed John D.  Brasher  Jr.,  sole owner and
president,  an aggregate of $159,372 in demand  promissory  notes and $25,106 of
accrued  interest (8% simple  interest per annum) for cash loans and advances of
$21,420  for  expenses  of the  Company.  These  amounts  were  forgiven  by the
shareholders, and because of the related party nature, the Company recorded this
transaction as additional paid-in capital.

NOTE D.    MERGER

      On June 28, 1999, the Company, the Company's then majority stockholder and
EBonlineinc.com, Inc., a Delaware corporation, and entered into an Agreement and
Plan of Merger providing for the merger of  EBonlineinc.com,  Inc. with and into
the Company.  On July 15, 1999, the Company filed the Articles of Merger and the
Certificate of Merger with the  Secretaries of State of the states of Nevada and
Delaware,  respectively,  consummating  the  merger.  Immediately  prior  to the
merger,  the  Company  changed  its  name  from  Cerx  Venture   Corporation  to
EBonlineinc.com,  effected a reverse  stock split of its issued and  outstanding
shares of common stock on a on a three-and-one-half-for-ten  (3.5:10) basis, and
cancelled  117,765 shares of Registrant  Common Stock. The Company is continuing
as the sole surviving corporation and the separate existence of EBonlineinc.com,
Inc. ceased effective as of July 15, 1999. The merger was valued at $1,000,  the
fair market value of the assets of the non-surviving company.  Immediately prior
to the consummation of the merger there were 1,633,227 outstanding shares of the
Company's   common  stock  and  immediately   thereafter  there  were  5,500,000
outstanding shares of the Company's common stock.

      The merger is intended to qualify as a tax-free reorganization pursuant to
Section  368(a)(1)(A)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"),  and  the  Plan  of  Merger  is  intended  to  qualify  as a  "plan  of
reorganization"  for purposes of Section 368 of the Code. Since the merger,  the
Company  has   continued  at  least  one   significant   historic   business  of
EBonlineinc.com,  Inc. or to use at least a significant  portion of the historic
business assets of EBonlineinc.com, Inc. in a business.

NOTE E.    COMMITMENTS AND CONTINGENCIES

      The Company entered into a lease agreement beginning in January,  2000 for
office space in Charlotte,  North  Carolina.  Minimum  future rentals under this
non-cancelable lease are as follows:

            Year                Amount
            ----                -------
            2000              $  54,400

            2001                 81,600

            2002                 68,000
                                -------

             Total             $204,000
                               --------

      The Company has deposits in banks  exceeding  the FDIC  insured  amount of
$100,000.  The

                                       8
<PAGE>

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED



amount in excess of  $100,000 is subject to loss should the bank cease business.

NOTE F.    STOCK OPTIONS AND WARRANTS

      EMPLOYEE STOCK COMPENSATION PLAN

      The  Company  has an equity  incentive  stock  option  plan.  The Plan was
adopted by the Board of  Directors  on  December  16,  1999 and  approved by the
shareholders  on the same date.  The Board believes that approval of the Plan is
in the best  interest  of the  Company.  The  purpose  of the Plan is to provide
incentives to attract,  retain,  and motivate eligible persons whose present and
potential contributions are important to the success to the Company, by offering
them an opportunity to participate in the Company's future  performance  through
awards of options and stock bonuses.  Options  totaling 287,500 shares have been
approved by the Board.  Subsequent to December 31, 1999, options at $3 per share
have been granted to key officers, employees, and individuals that are for a one
or two year term.

NOTE G.    INCOME TAXES

      The Company has an unused net operating loss carryforward of approximately
$297,000,  of which  approximately  $98,000 expires in 2014 and the remainder in
various  periods  through 2013.  However,  the ability to utilize such losses to
offset future  taxable income is subject to various  limitations  imposed by the
rules and  regulations  of the Internal  Revenue  Service.  A portion of the net
operating  losses is limited each year to offset future taxable income,  if any,
due to the change in ownership of MoneyZone.com's outstanding common stock. This
net  operating  loss  carryforward  may result in future  income tax benefits of
approximately $101,000;  however, because realization is uncertain at this time,
a valuation  reserve in the same amount has been  established.  Deferred  income
taxes reflect the net tax effects of temporary  differences between the carrying
amounts of assets and  liabilities  for  financial  reporting  purposes  and the
amounts used for income tax purposes.

                                       9
<PAGE>





ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

PLAN OF OPERATION

      At March 31, 2000, we had cash and marketable  securities in the amount of
$689,315 and incurred operating expenses at a rate of $90,000 per month. We have
liquid assets sufficient to cover operating  expenses for the next 7 months, and
we do expect to raise  additional  funding to cover  operating  and  advertising
expenses.

      In April  1999,  we  launched  our initial  corporate  finance  website at
WWW.EBONLINEINC.COM.  That site's  functionality  was limited to a business  for
sale and venture capital search and listing  process.  The website was primarily
designed to support the corporate finance activities of our largest stockholder,
Global Capital Partners, Inc., formerly Eastbrokers International  Incorporated.
In  December   1999,  we  purchased  the  domain  name   WWW.MONEYZONE.COM   and
discontinued the  WWW.EBONLINEINC.COM  website.  Our current  flagship  website,
WWW.MONEYZONE.COM was launched on January 18, 2000.

       Our current  operations are focused upon providing  services and products
to middle-market businesses via our website. Resources include business for sale
listings, on-line commercial loans, equity funding sources, business news, stock
quotes, business articles,  business products and business service providers. We
generate  targeted  traffic to our website  through a combination of traditional
and online  advertising and marketing  campaigns  including print media,  banner
ads,  email  services,  direct mail and other  online  media.  Site  traffic has
increased  consistently  since the  January  18th  launch of  WWW.MONEYZONE.COM.
Unique visitors are currently averaging 300,000 per month, and we have more than
4,000 registered members.

      Our plan of operation for the next year includes:

      o   Increasing  our  network of  commercial  lenders  and  equity  funding
          sources throughout the United States and Europe.

      o   Developing  improved  functionality for the lending and equity funding
          sections  so that  funding  seekers  and  funding  sources may monitor
          transactions continuously in real time.

      o   Licensing  MoneyZone  Capital Corp. as a broker-dealer  so that we may
          collect investment banking and advisory fees.

      o   Enrolling  corporate finance  affiliates  throughout the United States
          and  Europe  who  will  assist  us  in  aggregating  and  facilitating
          corporate finance transactions.

      o   Sponsoring   MoneyZone   Capital   Partners   Fund  I  to   invest  in
          business-to-business  Internet  companies and early-stage  information
          technology and information services companies.  We intend to primarily
          co-invest with established venture capital and investment firms.

      o   Retaining  additional  corporate  finance  professionals to expand our
          capabilities  in facilitating  commercial loan and investment  banking
          transactions.

      We believe that there are significant advantages for our member businesses
in utilizing the Internet and  WWW.MONEYZONE.COM  to arrange  commercial  loans,
offer  themselves for sale,  raise equity  capital,  locate  service  providers,
access  current  business news and source  related  products.  Our website is in
operation  24 hours  per day,  7 days  per week and 365 days per  year.  We have
members in more than 70  countries.  Only one  application  form is required for
submission to multiple  commercial  lenders or equity funding sources.  Response
times are typically shorter than in off-line  transactions.  Members may conduct

                                       10
<PAGE>


searches  worldwide without time or place  constraints.  Transaction fees may be
lower than those typically charged by traditional investment banks.

      We intend to constantly  improve the  functionality  of our website and to
add  services  to better  support  our  customers.  As we  continue  to  promote
WWW.MONEYZONE.COM and increase our viewership, there will be a larger membership
base providing  increased  opportunities for customer  interaction and completed
transactions.  Our corporate finance  professionals will also have a larger pool
of potential transactions to facilitate.

      We currently have eleven (11) employees:

      o     Administration/Operations----(4)

      o     Website engineering and design----(3)

      o     Corporate finance----(4)

      Within the next six  months we expect to have  approximately  twenty  (20)
employees as follows:

      o     Administration/Operations----(5)

      o     Website engineering and design----(6)

      o     Corporate finance----(9)


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

      GENERAL OVERVIEW

      Since July 15, 1999, upon consummation of our merger with EBonlineinc.com,
Inc.,  a  Delaware  corporation,  after  which  we  continued  as the  surviving
corporation,  the Company's activities have been directed toward raising capital
and  developing,  implementing  and  marketing  an  Internet  site  designed  to
facilitate  mergers,   acquisitions,   and  the  funding  of  corporate  finance
activities.  In  October,  1999,  the  Company  completed  its  initial  private
placement  of  funds.  A total of  733,335  shares  of stock  were  issued  at a
placement cost of $3.00 per share.  $2,200,005 of equity funds were raised. Cost
of the  issuance of the private  placement  was  $654,893.  Net  proceeds to the
Company were $1,545,112.

      MoneyZone.com is a Web-based  business  consisting of a website,  globally
accessible via the Internet,  designed to facilitate  mergers,  acquisitions and
corporate  finance  activity.   The  site  attracts  businesses  seeking  merger
opportunities or joint venture partners,  looking to sell or acquire  businesses
or to obtain  debt or equity  capital  or simply  to gain  exposure  within  the
international  investment  banking  community.  In addition,  the site  attracts
accredited  investors looking for investment  opportunities.  We expect that the
combination of finance and the Internet will  differentiate  MoneyZone.com  from
its competition.

      LIQUIDITY AND CAPITAL RESOURCES

      Through  September 30, 1999, we funded our operations  almost  exclusively
through cash loans and cash advances provided by shareholders.  In October 1999,
we completed our initial private placement offering. Net fund proceeds were used
to repay short term loans and advances provided by shareholders.  For the period
ended March 31, 2000, we had incurred and paid website development,  general and

                                       11
<PAGE>

administrative  and overhead expenses of $986,362.  As of March 31, 2000, we had
an  accumulated a deficit (net loss) of $985,652 since  inception.  We have cash
and marketable securities amounting to $689,315.  There are no outstanding loans
or debts owed as of March 31, 2000 other than normal monthly operating expenses.

      RESULTS OF OPERATIONS

      During the three months ended March 31, 2000,  we incurred a net loss from
operations of $408,161. Expenses for this first quarter are related primarily to
the development of the  proprietary  web site, to accounting  fees, and to costs
relating to the  Company's  SEC filings.  The Company paid rent,  salaries,  and
other general and administrative costs for the quarter totaling $363,060. During
the three  months  ended  March 31,  1999,  we had no revenues  and  incurred no
expenses. The company was a non-operating company until September 1999.

      NEW ACCOUNTING STANDARDS

      In February 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 128. The new standard  replaces  primary and fully diluted earnings per
share with  basic and  diluted  earnings  per  share.  We  adopted  SFAS No. 128
beginning  with the interim  reporting  period  ended  December  31,  1997.  The
adoption did not impact previously reported earnings per share amounts.

      In June 1997,  the FASB  issued  SFAS No.  130,  "Reporting  Comprehensive
Income."  This  statement  established  standards  for  reporting and display of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in a full set of general-purpose  financial  statements.  There were no items of
comprehensive income as defined by SFAS 130 for any of the periods presented.

      In June 1998,  the FASB issued SFAS No. 133,  "Accounting  For  Derivative
Instruments and Hedging Activities." This Statement  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded in other contracts,  and for hedging activities.  SFAS No.
133 is effective for fiscal years  beginning  after June 15, 2000. At this time,
we do not believe that this statement will have a significant impact on us.


                                     PART II

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

   A.    Exhibits

   EXHIBIT NO.   DESCRIPTION
   ----------    -----------

      (27)       Financial Data Schedule (Electronic Filing Only).


   B.   Reports on Form 8-K.

The  Company  filed no reports on Form 8-K during the  quarter  ended  March 31,
2000.


                                       12

<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.



                                                 MONEYZONE.COM
                                   ------------------------------------------
                                                 (Registrant)


Date: May 15, 2000                  /s/ Craig Kendall
- -------------------------------    ------------------------------------------
                                   Name: Craig Kendall *
                                   Title:  Chief Financial Officer


* Craig Kendall is authorized to sign on behalf of the registrant in addition to
  signing as Chief Financial Officer.

                                       13



<PAGE>



                                  EXHIBIT INDEX


EXHIBIT NO.                       DESCRIPTION
- -----------                       -----------


  (27)            Financial Data Schedule for the three-month period ended March
                  31, 2000.











<TABLE> <S> <C>

<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING UNAUDITED FINANCIAL STATEMENTS OF MONEYZONE.COM FOR THE PERIOD
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                   1,000

<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              DEC-31-2000
<PERIOD-END>                   SEP-30-2000
<CASH>                             416,713
<SECURITIES>                       272,602
<RECEIVABLES>                            0
<ALLOWANCES>                             0
<INVENTORY>                              0
<CURRENT-ASSETS>                   689,315
<PP&E>                             125,607
<DEPRECIATION>                       2,780
<TOTAL-ASSETS>                   1,452,522
<CURRENT-LIABILITIES>               44,435
<BONDS>                                  0
                    0
                              0
<COMMON>                             6,246
<OTHER-SE>                       1,401,941
<TOTAL-LIABILITY-AND-EQUITY>     1,452,522
<SALES>                                  0
<TOTAL-REVENUES>                         0
<CGS>                                    0
<TOTAL-COSTS>                            0
<OTHER-EXPENSES>                   408,161
<LOSS-PROVISION>                         0
<INTEREST-EXPENSE>                       0
<INCOME-PRETAX>                   (408,161)
<INCOME-TAX>                             0
<INCOME-CONTINUING>               (408,161)
<DISCONTINUED>                           0
<EXTRAORDINARY>                          0
<CHANGES>                                0
<NET-INCOME>                      (408,161)
<EPS-BASIC>                          (.065)
<EPS-DILUTED>                        (.065)




</TABLE>


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