United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number:000-31467
For the quarterly period endedDecember 31, 2003
Best Computers Services, Inc.
Nevada 91-1979826
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
26842 Salinas Lane, Mission Viejo CA 92691
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(949) 215-0389
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:Common Stock
As of December 31, 2003
27,935,000 shares of the Registrant's Common Stock was issued/outstanding
12,935,000 shares of shares of Common Stock were held by non-affiliates.
Transitional Small Business Disclosure Format (check one): yes [ ] no [X]
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements, for the three months ended December 31, 2003, included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnotes disclosure, normally included in financial statements prepared in accordance with generally accepted accounting principles, are often condensed or omitted, in unaudited quarterly reports, pursuant to regulations which allow such omissions.
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Best Computers Services, Inc.
Financial Statements
December 31, 2003
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Best Computers Services, Inc.
(a Development Stage Company)
Balance Sheets
| December 31, |
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| March 31, |
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| 2003 |
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| 2003 |
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ASSETS |
| (Unaudited) |
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| Current Assets | |||||||
| Cash | $ | 52 | $ | - | |||
| Total Current Assets | 52 | - | |||||
| Property & Equipment, Net | - | - | |||||
| Total Assets | $ | 52 | $ | - | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
| Current Liabilities | |||||||
| Accounts Payable | $ | 110,380 | $ | 79,865 | |||
| Total Current Liabilities | 110,380 | 79,865 | |||||
| Total Liabilities | 110,380 | 79,865 | |||||
| Stockholders' Equity | |||||||
| Common Stock, Authorized 100,000,000 Shares of $.001 Par Value, | |||||||
| 27,935,000 and 27,935,000 shares issued and outstanding respectively | 27,935 | 27,935 | |||||
| Additional Paid in Capital | 103,940 | 103,940 | |||||
| Accumulated Deficit | (242,203 | (211,740 | ) | ||||
| Total Stockholders' Equity | (110,328 | (79,865 | ) | ||||
| Total Liabilities and Stockholders' Equity | $ | 52 | $ | - | |||
The accompanying notes are an integral part of these financial statements.
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Best Computers Services, Inc.
(a Development Stage Company)
Statements of Operations
(Unaudited)
| For the three | For the three | For the nine | For the nine | From Inception | ||||||||||||
| months ended | months ended | months ended | months ended | on April 21, 1999 | |||||||||||
| December 31, | December 31, | December 31, | December 31, | thru December 31, | |||||||||||
| 2003 | 2002 | 2003 | 2002 | 2003 | |||||||||||
| Revenues | $ | - | $ 19,900 | $ - | $ 19,900 | $ 21,000 | ||||||||||
| Operating Expenses | ||||||||||||||||
| General & Administrative | 7,530 | 11,923 | 25,893 | 31,898 | 208,633 | |||||||||||
| Total Operating Expenses | $ | 7,530 | $ 11,923 | $ | 25,893 | $ | 31,898 | $ 208,633 | ||||||||
| Operating Income (Loss) before discontinued operations | $ | (7,530) | $ 7,977 | $ | (25,893) | $ | (11,998) | $ (187,633) | ||||||||
| (Loss) from discontinued operations | $ | - | $ - | $ | - | $ | - | $ - | ||||||||
| (Loss) from disposal of discontinued operations | $ | - | $ - | $ | - | $ | - | $ - | ||||||||
| Net (loss) from operations | $ | (7,530) | $ 7,977 | $ | (25,893) | $ | (11,998) | $ (187,633) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Impairment Loss | - | |||||||||||||||
| Bad debt expense | $ | - | $ - | $ | - | $ | - | $ (50,000) | ||||||||
| Interest Expense | - | - | (4,570) | - | (4,570) | |||||||||||
| Total Other Income (Expense) | $ | - | $ - | $ | (4,570) | $ | - | $ (54,570) | ||||||||
| Net Income (Loss) | $ | (7,530) | $ 7,977 | $ | (30,463) | $ | $ (11,998) | $ (242,203) | ||||||||
| Net Income (Loss) Per Share | $ | (0.00) | $ 0.00 | $ | (0.00) | $ | $ (0.00) | $ (0.01) | ||||||||
| Weighted Average Shares Outstanding | $ | 27,935,000 | 27,935,000 | $ | 27,935,000 | $ | 27,935,000 | $ 26,238,684 | ||||||||
The accompanying notes are an integral part of these financial statements.
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Best Computers Services, Inc.
(a Development Stage Company)
Statements of Cash Flows
(Unaudited)
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| From inception |
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| For the nine months ended |
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| on April 21, 1999 |
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| December 31, |
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| December 31, |
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| 2003 |
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| 2002 |
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| 2003 | ||
| Cash Flows from Operating Activities | ||||||||||
| Net Income (Loss) | $ | (30,464 | ) | $ | (11,998 | ) | $ | (242,203 | ) | |
| Adjustments to Reconcile Net Loss to Net Cash | ||||||||||
| Provided by Operations: | ||||||||||
| Stock Issued for Services | - | - | 31,375 | |||||||
| Change in Assets and Liabilities | - | - | - | |||||||
| (Increase) in Accounts Payable -related | - | - | - | |||||||
| Increase (Decrease) in Accounts Payable and Accrued Expenses | 30,464 | 11,998 | 110,328 | |||||||
| Net Cash Provided(Used) by Operating Activities | 0 | - | (100,500 | ) | ||||||
| Cash Flows from Investing Activities | ||||||||||
| Net Cash Provided (Used) by Investing Activities | - | - | - | |||||||
| Cash Flows from Financing Activities | ||||||||||
| Cash received from related party | 85 | - | 85 | |||||||
| Cash received from subscription receivable | - | - | - | |||||||
| Cash received from spin-off | - | - | - | |||||||
| Common stock issued for cash | - | - | 100,500 | |||||||
| Net Cash Provided(Used) by Financing Activities | 85 | - | 100,585 | |||||||
| Increase (Decrease) in Cash | (33 | ) | - | (33 | ) | |||||
| Cash and Cash Equivalents at Beginning of Period | 85 | - | 85 | |||||||
| Cash and Cash Equivalents at End of Period | 52 | - | $ | 52 | ||||||
| Cash Paid For: | ||||||||||
| Interest | $ | - | $ | - | $ | - | ||||
| Income Taxes | $ | $ - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
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Best Computers Services, Inc.
Notes to the Financial Statements
December 31, 2003
GENERAL
Best Computers Services, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the nine months ended December 31, 2003 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended March 31, 2003.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
REVERSE ACQUISITION
Effective April 1, 2003, the Company acquired Best Computers, Inc., a Nevada Corporation, for 15,000,000 new investment shares of Common Stock. In connection with this acquisition, 15,000,000 shares were cancelled and the total shares issued and outstanding prior to and post acquisition was 27,935,000. Pursuant to the acquisition, the Company changed its name from EStaff.com, Inc. to Best Computers, Inc.
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PART II: OTHER INFORMATION
Item 2. Discussion and Analysis or Plan of Operation.
(a) Plan of Operation for the next twelve months.Our plan of operation is unchanged from our previous annual report. We have not launched operations, due to Management's conclusion that recent and current market conditions are not favorable to the launch of this new business venture. We are sitting out the current period of cognitive dissonance in the financial market for funding small start-up companies. Doubt must be expressed as to the ultimate future of our start-up business plan.
(b) Discussion and Analysis of Financial Condition and Results of Operations.We enjoyed no revenues during the period covered by this report. Our expenses during this period represent corporate maintenance, legal and professional fees. Last year we enjoyed a one time non-recurring revenue for special constuling services. There can be no assurance that we will be successful in raising capital through private placements or otherwise, at any time. Even if we are successful in raising capital through the sources specified, there can be no assurances that any such financing would be available in a timely manner or on terms acceptable to us and our current shareholders. Additional equity fin ancing could be dilutive to our then existing shareholders, and any debt financing could involve restrictive covenants with respect to future capital raising activities and other financial and operational matters.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.None
Item 2. Changes in Securities.None
Item 3. Defaults on Senior Securities.None
Item 4. Submission of Matters to Vote of Security Holders. None
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit 31. Certifications Pursuant to Section 302
Exhibit 32. Certification Pursuant to 18 USC Section 1350
See Forms 8-K filed 2/13/04 and 8-K-A filed 3/2/04, dealing with our Auditor's, Todd Chisholm's joining in firm of Chisholm, Bierwolf and Nilson, without interruption of continuity, and without and dispute or disagreement about any matter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-QSB Report for the Third Quarter, three months, ended December 31, 2003 has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
Dated: April 27, 2004
Best Computer Services, Inc.
by
/s/Curtis Fox
Curtis Fox
president/secretary/treasurer/director
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Exhibit 31
Section 302 Certification
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CERTIFICATIONS PURSUANT TO SECTION 302
I, Curtis Fox, certify that:
1. I have reviewed this quarterly report on Form 10-QSB ofBest Computers Services, Inc., formerlyeStaff.com, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: April 27, 2004
/s/Curtis Fox
Curtis Fox
president/secretary/treasurer/director
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Exhibit 32
CERTIFICATION PURSUANT TO 18 USC SECTION 1350
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CERTIFICATION PURSUANT TO 18 USC SECTION 1350
In connection with the Quarterly Report ofBest Computers Services, Inc., formerlyeStaff.com, Inc., a Nevada corporation (the "Company"), on Form 10-QSB for the quarter ended December 31, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Curtis Fox, President of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
(1) This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this report fairly presents, in all material aspects, the financial condition and results of operations of this Registrant Company.
Dated: April 27, 2004
/s/Curtis Fox
Curtis Fox
president/secretary/treasurer/director
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