MONEYZONE COM
10QSB, 2000-08-11
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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 June 30, 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............................................      1
Item 2. Management's Discussion and Analysis or Plan of Operation.......      9


                                     PART II

Item 6. Exhibits, List  and Reports on Form 8-K.........................     11
Signatures..............................................................     12






                                      (i)
<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)

                                   (UNAUDITED)

                                 BALANCE SHEETS


                                                June 30,         December 31,
                                                  2000              1999
                                                --------          --------


ASSETS
    Cash                                      $    179,143      $    974,611
    Marketable securities                           64,299           270,000
    Property & equipment, net of
      accumulated depreciation                     292,085           115,272
    Prepaid Expenses                               355,562           353,334
                                              ------------      ------------
       Total Assets                           $    891,089      $  1,713,217
                                              ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities
    Accounts payable                          $     23,334      $     44,335
    Advances                                        69,981                 -
    Accrued interest
    Promissory notes to an
     officer/stockholders                                -                 -
                                              ------------      ------------
        Total liabilities                           93,315            44,335
                                              ------------      ------------
   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 5,550,000 shares
     issued and outstanding at both
     June 30, 2000 and December 31, 1999             6,246             6,246
    Additional paid in capital                   2,387,593         2,387,593
    Deficit accumulated during development
     stage                                      (1,596,065)         (724,957)
                                              ------------      ------------
       Total shareholders' equity                  797,773         1,668,882
                                              ------------      ------------
       Total Liabilities and
          Shareholders' Equity                $    891,089      $  1,713,217
                                              ============      ============


                 See accompanying notes to financial statements.

                                       1
<PAGE>


                                 MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)

                                   (UNAUDITED)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                             APRIL 4, 1989
                            FOR THE THREE MONTHS               FOR THE SIX MONTHS           (INCEPTION) TO
                                ENDED JUNE 30,                    ENDED JUNE 30,                JUNE 30,
                         -----------------------------     -----------------------------       ---------
                            2000             1999             2000              1999             2000
                         -------------    ------------     -------------     ------------    ------------
<S>                      <C> <C>        <C>     <C>     <C>    <C>         <C>     <C>     <C>   <C>

Service income           $  6,189       $        -      $      6,189       $        -      $     6,899
                                                                  -                                  -

Other income               13,727                             13,727       $        -           218,398
                           ------                             ------                            -------

     Total income          19,916                             19,916       $        -           225,297

Costs and expenses
   Costs related
     to attempted
      Business
      acquisitions               -           6,631                 -            6,631           192,020
   Web Site and
      Related Costs        153,102               -           200,204                -           331,036
   Sales and
     marketing             146,874                           219,276                            219,276
   General and
     administrative        182,888           3,920           471,545            3,920           987,459
   Interest                                                                                      25,107
   Offering Costs                -               -                 -                -            66,464
                        ----------      -----------      -----------        ----------      -------------
     Total costs
        and expenses       482,864          (10,551)         884,837           (10,551)       1,821,362
                        ------------    -----------      -----------        -----------    -------------

  Net loss               $(462,948)     $   (10,551)    $   (871,109)      $   (10,551)    $ (1,596,065)
                         ===========    ============    =============      ============    =============
  Basic and diluted
    net loss per
      common stock
       share before
      extraordinary
         item            $  (0.074)     $    (0.002)    $     (0.139)    $       (0.002)
                        ===========     ============    =============    ==============

  Weighted average
    common shares         6,245,855        5,002,838        6,245,855         5,002,838
      outstanding         =========        =========        =========         =========

</TABLE>

                                 See accompanying notes to financial statements.

                                                       2
<PAGE>



                                  MONEYZONE.COM
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                 APRIL 4, 1989
                                                      FOR THE SIX MONTHS        (INCEPTION) TO
                                                        ENDED JUNE 30,            JUNE 30,
                                        --------------------------------------- ------------

                                                 2000                1999           2000
                                        ---------------------   ---------------  -----------
  <S>                                   <C> <C>                <C>  <C>          <C> <C>

  Cash flows from
    operating activities
     Net income (loss)                  $  (871,109)            $   (4,603)       $  (1,596,066)

     Adjustments  to
       reconcile net loss
       to net  cash  provided
       by  (used  in)
        operating activities:

         Write-down to
           market of trading
            securities                             -                      -              27,398
         Depreciation and
           amortization                       29,946                      -              32,724

         Capital contributed
           by shareholder for
            legal fees                             -                      -              53,343
         Common stock issued
           for costs advanced
            and services                           -                      -             151,112
     Changes in operating assets
       and liabilities
         Marketable securities               207,780                      -              207,780
         Accounts payable                          -                  3,250               44,335
         Deposits                            130,000                      -              130,000
         Accrued Interest                          -                      -               18,741
                                        ----------------       ----------------        ----------
  Net cash used in
    operating activities
                                            (503,383)                (1,353)            (930,633)
                                            ---------                -------            ---------

  Cash flows from
     investing activities
     Purchase of property
        and equipment                       (292,085)                     -            (347,635)
         Purchase of marketable
          securities                               -                      -            (297,398)
      Net cash acquired on
       acquisition of
       EBonlineinc.com, Inc.                       -                      -               1,000
                                        ----------------      ----------------        ----------
  Net cash used in
     investing activities                   (292,085)                     -            (644,033)
                                            ---------         ----------------         ---------

  Cash flows
    from financing
      activities
     Proceeds from sale
       of common stock, net                         -                     -           1,566,652
    Proceeds from
      notes payable                                 -                     -             159,372
    Advances from
      stockholders                                  -                     -              27,785
  Net cash provided by
    financing activities                            -                     -           1,753,809
                                        ----------------       ----------------    ------------
  Net increase
   (decrease) in cash                       (795,468)                (1,353)         (1,413,673)
  Cash and cash equivalents,
    beginning of period                      974,611                      -                   -
                                        ---------------        ----------------    ------------

  Cash and cash equivalents,
    end of period                       $   179,143            $      1,353         $   179,143
                                        ===========            ============         ===========


                                  See accompanying notes to financial statements.
</TABLE>

                                                        3
<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.

                                      4
<PAGE>

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


NOTE B.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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.

         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.

                                       5
<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.

         During 1998, John D. Brasher Jr.,  the  Company's  majority shareholder

                                       6
<PAGE>

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

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    $  40,800

                  2001       81,600

                  2002       68,000
                             ------

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

         The Company has deposits in banks  exceeding the FDIC insured amount of
$100,000.  The amount in excess of  $100,000  is subject to loss should the bank
cease business.

                                      7
<PAGE>

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


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  May  23,  2000  and  approved  by the
shareholders  on the same date. The Board believes that approval of the Plan was
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.  The total number of shares of Common Stock
reserved  under the plan is  1,000,000.  Such number may,  from time to time, be
amended by the Board, subject to shareholder approval.  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.

                                       8
<PAGE>





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

         At June 30, 2000, we had cash and  marketable  securities in the amount
of $243,442 and incurred  operating  expenses at a rate of $90,000 per month. We
have liquid assets sufficient to cover operating expenses for the next 3 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 10,000 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

                                       9
<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 fifteen (15) employees:

o        Administration/Operations---- (4)

o        Website engineering and design---- (5)

o        Corporate finance---- (6)

         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 June 30, 2000, we had incurred and paid website  development,  general and

                                       10
<PAGE>

administrative and overhead expenses of $986,362. As of June 30, 2000, we had an
accumulated a deficit (net loss) of $1,596,065 since inception. We have cash and
marketable  securities amounting to $243,442.  There are no outstanding loans or
debts owed as of June 30, 2000 other than normal monthly operating expenses.

         RESULTS OF OPERATIONS

         During the three  months  ended June 30,  2000,  we incurred a net loss
from  operations  of  $462,948.  Expenses  for this  second  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
$482,864.  During the three months  ended June 30, 1999,  we had no revenues and
expenses  totaling  $10,551.  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.
<PAGE>

                                     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  June 30,
2000.


                                       11
<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: August 11, 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.

                                       12



<PAGE>



                                  EXHIBIT INDEX


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


  (27)            Financial Data Schedule for the three-month period ended  June
                  30, 2000.


THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
accompanying  UNAUDITED  financial  statements OF  moneyzone.com  FOR THE PERIOD
ENDED JUNE 30,  2000 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH
FINANCIAL STATEMENTS.



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