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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________
FORM 10-QSB/A No. 2
__________________________________________________________________
Mark One
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25022
MoneyZone.com, Inc.
(Name of Small Business Issuer in Its Charter)
Delaware 72-1148906
(State Or Other Jurisdiction Of (I.R.S. Employer
Incorporation Or Organization) Identification No.)
3260 North Hayden, Suite 209, Scottsdale, Arizona 85251
(Address Of Principal Executive Offices) (Zip Code)
(Issuer's Telephone Number, Including Area Code)
7025 East 1st Avenue, Suite 5, Scottsdale, Arizona 85251
(Former name, former address and former fiscal year, if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Transitional Small Business Disclosure Format: Yes |_| No |X|
The total number of shares of the registrant's Common Stock, par value $.15
per share, outstanding on December 6 , 2002 was 600,000.
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Explanatory Note
The undersigned registrant hereby amends portions of Part I, Item 1,
Financial Statements of our Form 10-QSB for the quarterly period ended September
30, 2002. The amendments effected hereby are to provide additional information,
specifically, to include a statement of changes in shareholders' equity
(deficit) for the nine months then ended.
MoneyZone.com, Inc.
(A Development Stage Company)
Index to Form 10-QSB
Page
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Historical Financial Statements
Balance Sheets as of September 30, 2002 and
December 31, 2001.......................................... 2
Statements of Operations for the Quarterly Period
and Nine Months Ended September 30, 2002 and 2001.......... 3
Statement of Changes in Shareholders' Equity (Deficit)
for the Nine Months Ended September 30, 2002............... 4
Statements of Cash Flows for the Nine Months Ended
September 30, 2002 and 2001................................ 5
Notes to Financial Statements................................. 7
Item 2. Management's Discussion and Analysis or Plan of Operation.... 11
Item 3. Controls and Procedures...................................... 12
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings............................................ 13
Item 2. Changes in Securities and Use of Proceeds.................... 13
Item 3. Defaults Upon Senior Securities.............................. 13
Item 4. Submission of Matters to a Vote of Security Holders.......... 13
Item 5. Other Information............................................ 14
Item 6. Exhibits and Reports on Form 8-K............................. 14
Signature ........................................................... 15
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MoneyZone.com, Inc.
(A Development Stage Company)
Balance Sheets
September 30, December 31,
2002 2001
------------- -------------
(Unaudited)
ASSETS
Current assets
Cash $ 56 $ 98
Advance receivable 300,000 -
------------- -------------
Total current assets 300,056 98
Property and equipment, net of accumulated
depreciation of $ 0 and $ 0 14,000 14,000
------------- -------------
Total assets $ 314,056 $ 14,098
============= =============
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current liabilities
Accounts payable $ 21,739 $ 38,114
Notes and accrued interest payable to shareholders 304,373 -
Accrued liabilities from discontinued operations 156,400 227,847
Advances from affiliates 11,399 284,555
------------- -------------
Total liabilities 493,911 550,516
------------- -------------
Commitments and contingencies
Shareholders' deficit
Preferred stock; $.15 par value; authorized
10,000,000 shares; 100,000 and 100,000 shares
issued and outstanding at September 30, 2002 and
December 31, 2001, respectively 15,000 15,000
Common stock; $.15 par value; authorized
25,000,000 shares; 600,000 and 100,000 shares
issued and outstanding at September 30, 2002 and
December 31, 2001, respectively 90,000 15,000
Prepaid consulting (467,040) -
Additional paid in capital 8,609,821 5,386,155
Deficit accumulated during development stage (8,427,636) (5,952,573)
------------- -------------
Total shareholders' deficit (179,855) (536,418)
------------- -------------
Total liabilities and shareholders'
deficit $ 314,056 $ 14,098
============= =============
See accompanying notes to financial statements.
2
MoneyZone.com, Inc.
(A Development Stage Company)
Statements of Operations
For the Quarterly Period For the Nine Months April 4, 1989
Ended September 30, Ended September 30, (inception) to
------------------- ------------------------- September 30,
2002 2001 2002 2001 2002
----------- ----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Service income $ - $ - $ - $70,453
Interest income - - - - 36,352
----------- ----------- ----------- ----------- -----------
Total income - - - - 106,805
----------- ----------- ----------- ----------- -----------
Costs and expenses(income)
Costs related to attempted
business acquisitions - - - - 192,020
Web site and related costs - - - - 795,640
Sales and marketing costs - - - - 616,203
General and administrative 23,434 - 28,381 - 1,446,305
Interest and financing costs 4,373 - 4,373 - 1,095,730
Consulting fees 2,533,272 - 2,533,272 - 3,035,463
Loss on sale of marketable securities - - - - 602,891
Gain on debt forgiveness (90,963) - (90,963) - (90,963)
Offering costs - - - - 66,464
----------- ----------- ----------- ----------- -----------
Total costs and expenses 2,470,116 - 2,475,063 - 8,427,636
----------- ----------- ----------- ----------- -----------
Loss prior to loss from
disposal of business (2,470,116) - (2,475,063) - (8,427,636)
Loss from disposal of business
including a change in the estimate
for costs associated with the
disposal of the business - (365) - (242,917) (774,688)
----------- ----------- ----------- ----------- -----------
Net loss $(2,470,116) $ (365) $(2,475,063) $(242,917) $(8,427,636)
=========== =========== =========== =========== ===========
Weighted average common shares
outstanding 518,479 100,000 241,026 81,053
=========== =========== =========== ===========
Basic and diluted net loss per
common share prior to disposal
of business $ (4.76) $ - $ (10.27) $ -
Basic and diluted net loss per common
share from disposal of business - - - (3.00)
----------- ----------- ----------- -----------
Basic and diluted net loss per common
share $ (4.76) $ - $ (10.27) $ (3.00)
=========== =========== =========== ===========
See accompanying notes to financial statements.
3
MoneyZone.com
Statements of Changes in Shareholders' Equity (Deficit)
(A Development Stage Company)
For the Nine Months Ended September 30, 2002
Preferred Stock Common Stock Additional
--------------------- -------------------- Prepaid Paid-in Accumulated
Shares Par Value Shares Par Value Consulting Capital Deficit Total
--------------------- -------------------- ------------ ---------- ------------ ---------
Balances at January 1, 2002 100,000 $ 15,000 100,000 $ 15,000 $ - $5,386,155 $(5,952,573) $( 536,418)
Adjustment for fractional shares
on reverse split effected in 2001 - - (52) (8) - 8 -
Forgiveness of advances by related party - 298,354 298,354
Common stock issued as
compensation for services
July 2002 at $6.00 per share - - 33,000 4,950 - 193,050 - 198,000
Common stock issued as under
terms of consulting agreements
July 2002 at $6.00 per share - - 467,052 70,058 (467,040) 2,732,254 - 2,335,272
Net loss - - - - - - (2,475,063) (2,475,063)
--------------------- -------------------- ------------ ---------- ------------ ---------
Balance at September 30, 2002 100,000 $ 15,000 600,000 $ 90,000 $(467,040) $8,609,821 $(8,427,636) $ (179,855)
===================== ==================== ============ ========== ============ =========
See accompanying notes to financial statements.
4
MoneyZone.com, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Nine Months April 4, 1989
Ended September 30, (inception) to
--------------------------------- September 30,
2002 2001 2002
------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating activities
Net loss $(2,475,063) $ (242,917) $ (8,427,636)
Adjustments to reconcile net loss to net cash
used in operating activities:
Loss from disposal of business - - 531,771
Accretion of interest and financing costs - 21,560 1,044,060
Write-down to market of trading securities - - 27,398
Depreciation and amortization - - 69,444
Gain on debt forgiveness (90,963) - (90,963)
Loss on sale of marketable securities - - 602,891
Capital contributed by shareholder for
legal fees - - 53,343
Common stock issued for costs advanced and
services 3,000,312 - 3,179,368
Changes in operating assets and liabilities
Prepaid expenses and other - 35,000 353,334
Prepaid consulting (467,040) - (467,040)
Accounts payable 16,940 (158,561) 55,054
Accrued liabilities 11,399 (10,501) (12,152)
Accrued interest 4,373 - 73,114
------------- ------------- -------------
Net cash used in operating activities (42) (355,419) (3,007,702)
------------- ------------- -------------
Cash flows from investing activities
Purchase of property and equipment - - (336,317)
Proceeds from sale of property and equipment - - 35,000
Purchase of marketable securities - - (1,297,433)
Proceeds from sale of marketable securities - - 667,144
Advance to merger candidate (300,000) - (300,000)
Net cash acquired on acquisition of
------------- ------------- -------------
EBonlineinc.com, Inc. - - 1,000
------------- ------------- -------------
Net cash used in investing activities
(300,000) - (1,230,606)
------------- ------------- -------------
Cash flows from financing activities
Proceeds from issuance of convertible debenture - - 1,977,500
Proceeds from issuance of warrants and common
stock, net - - 2,089,152
Proceeds from notes payable 300,000 - 459,372
Advances (to) from stockholders - 284,555 (287,660)
------------- ------------- -------------
Net cash provided by financing
activities 300,000 284,555 4,238,364
------------- ------------- -------------
Net increase (decrease) in cash (42) (70,864) 56
Cash and cash equivalents, beginning of period 98 71,062 -
------------- ------------- -------------
Cash and cash equivalents, end of period $ 56 $ 198 $ 56
============= ============= =============
See accompanying notes to financial statements.
5
MoneyZone.com, Inc.
(A Development Stage Company)
Statements of Cash Flows (continued)
(Note 1)
For the Nine Months April 4, 1989
Ended September 30, (inception) to
-------------------------------------- September 30,
2002 2001 2002
------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited)
Supplemental disclosure of cash flow
information
Common stock issued under terms of
convertible debentures, 56,327
shares issued and 100,000 shares of
preferred stock issued in
conjunction with the conversion of
the convertible debentures $ - $ 2,471,560 $ 2,471,560
============= ============= =============
Common stock issued for property $ - $ - $ 62,500
============= ============= =============
Common stock issued for services $ - $ - $ 381,590
============= ============= =============
Forgiveness of debt recorded as
equity contribution $ 298,354 $ - $ 504,252
============= ============= =============
Common stock issued under terms of
consulting agreements and
compensation for services $ 3,000,312 $ - $ 3,000,312
============= ============= =============
See accompanying notes to financial statements.
6
MoneyZone.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1. Organization, Business, and Consolidation
The financial statements presented are those of MoneyZone.com, Inc., a
Delaware 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 CERX
Entertainment Corporation and subsequently to 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, Inc.
Until its decision to discontinue it operations, the Company's activities
had been directed toward raising capital, developing, implementing and marketing
an Internet site designed to facilitate mergers, acquisitions, and the funding
of corporate finance activities.
The Company has suffered significant losses from operations and has a
working capital deficiency that raises substantial doubt about its ability to
continue as a going concern. In December 2000, the Board of Directors approved
the discontinuance of its operations and its online internet related corporate
finance activities. Since that time, the Company began exploring strategic
alternatives, including a sale, merger or liquidation. See Note 6 for
information regarding a pending merger.
Note 2. Interim Reporting
The financial statements of the Company for the quarterly period ended
September 30, 2002 have been prepared by the Company, are unaudited, and are
subject to year-end adjustments. These unaudited financial statements reflect
all known adjustments (which included only normal, recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations, and cash flows for the periods
presented in accordance with generally accepted accounting principles. The
results presented herein for the interim periods are not necessarily indicative
of the actual results to be expected for the fiscal year.
The notes accompanying the consolidated financial statements in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2001
include accounting policies and additional information pertinent to an
understanding of these interim financial statements.
Note 3. 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 reported 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. Management believes that the
estimates utilized in the preparation of financial statements are prudent and
reasonable.
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.
7
MoneyZone.com, Inc.
(A Development Stage Company)
Notes to Financial Statements (Continued)
Note 3. Summary of Significant Accounting Policies (continued)
Stock-Based Compensation
In October, 1995, the FASB issued Statement of Financial Accounting
Standards ("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.
oss 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
The Company has reflected its investment in various trade names and domain
names at its cost basis. Due to the nature of these assets, they are neither
depreciated nor amortized.
Cash and Cash Equivalents
For purposes of the 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
On March 30, 2001, the Company affected a 150 for 1 reverse split of the
Company's common stock.
New Accounting Standards
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections",
to update, clarify and simplify existing accounting pronouncements. SFAS No. 4,
which required all gains and losses from debt extinguishment to be aggregated
and, if material, classified as an extraordinary item, net of related tax
effect, was rescinded. Consequently, SFAS No. 64, which amended SFAS No. 4, was
rescinded because it was no longer necessary. The adoption of SFAS No. 145
resulted in the Company recording current gains on debt forgiveness as other
income (see Note 4).
8
MoneyZone.com, Inc.
(A Development Stage Company)
Notes to Financial Statements (Continued)
Note 3. Summary of Significant Accounting Policies (continued)
Reclassifications
Certain amounts in prior periods have been reclassified to conform to the
current presentation.
Note 4. Forgiveness of Debt
In conjunction with the sale of its preferred stock to an independent third
party, Global Capital Partners Inc. agreed to forgive its outstanding advances
to the Company in the amount of $298,354. This has been reflected in the
accompanying financial statements as an increase to additional paid in capital.
The Company has negotiated settlements with several of its creditors for
less than the face amount of the original liabilities. The overall net
adjustment has been reflected as a gain on debt forgiveness in the accompanying
statement of operations.
Note 5. Issuance of Common Stock
In July 2002, the Company issued a total of 33,000 shares of its common
stock to two of its officers and directors and third parties as compensation for
services. Also, in July 2002, the Company entered into consulting agreements
with the preferred shareholders whereby the Company issued a total of 467,052
shares of its common stock, to be earned ratably over the three-month period
from July 16, 2002 through October 15, 2002. These shares of common stock are
subject to various restrictions on their resale as provided by the terms of the
consulting agreements. These shares were issued under the various agreements and
were recorded to expense at $6.00 per share which represents the per share
closing price on the nearest trade date. The Company recorded $467,040 to
prepaid consulting, representing the portion of related-party consulting fees
not yet earned as of September 30, 2002.
Note 6. Pending Merger
On July 15, 2002, the Company entered into an Agreement and Plan for
Reorganization whereby it will acquire 100 percent of the issued and outstanding
common stock of Quicktest 5 Inc. ("Quicktest"), a privately held company. The
closing of the transaction is subject to certain conditions including, but not
limited to, shareholder approval and compliance with the Securities Exchange Act
of 1934. Upon the closing of the transaction, the Company will perform a 5-for-1
forward split and issue an aggregate of 25,000,000 shares of its common stock to
Quicktest, the existing officers and directors will resign and the officers and
directors of Quicktest will become the new officers and directors of the
Company. The Company will also change its name to QT5, Inc. As Quicktest will
retain control of the combined entity after the merger is completed, this
transaction will be accounted for as a "reverse acquisition." Under reverse
acquisition accounting, the Company is considered the accounting acquiree and
Quicktest is considered the accounting acquiror and the 3,000,000 shares of
previously outstanding Company common stock will be accounted for as a
recapitalization of Quicktest.
Note 7. Notes Payable
On July 16, 2002, three of the consultants receiving shares under the
consulting agreements described in Note 5 provided loans totaling $300,000 to
the Company with a maturity date of July 15, 2004. Under the terms of the
promissory notes, interest accrues at 7 percent per annum with the principal and
accrued interest due at maturity. For the three months ended September 30, 2002,
the Company accrued interest of $4,373.
9
MoneyZone.com, Inc.
(A Development Stage Company)
Notes to Financial Statements (Continued)
Note 8. Advance Receivable
In July 2002, the Company advanced $300,000 to Quicktest. Under the terms
of this advance, Quicktest will be required to immediately refund the principal
amount of this advance to the Company in the event that the closing and
consummation of the merger transaction does not occur prior to August 31, 2002.
The parties are currently in negotiations to extend the merger closing date.
Upon the consummation of the merger, this advance will be eliminated in the
consolidation.
10
Item 2. Management's Discussion and Analysis or Plan of Operation
Operations
On September 30, 2002, we continued to maintain our operations at a minimal
operating level in contemplation of the closing and consummation of the merger
with QuickTest 5, Inc.
Results of Operations
During the three months and nine months ended September 30, 2002, we had no
revenues and a net loss of $2,470,116 and $2,475,063, respectively. Expenses of
$23,434 and $28,381 during these three-month and nine-month periods,
respectively, were primarily related to the costs associated with the
maintenance of the entity. $2,533,272 of the net loss in the three-month and
nine-month periods represents consulting fees incurred pursuant to consulting
agreements through the issuance of our common stock (see below).
During the three and nine months ended September 30, 2002, we also
negotiated settlements with several of our creditors for less than the face
amount of the original liabilities. The overall net adjustment of $90,963 has
been reflected as a gain on debt forgiveness in the accompanying statement of
operations.
During the three months and nine months ended September 30, 2001, we had no
revenues and a net loss related to the disposal of the business of $365 and
$242,917, respectively. Expenses during the three-month and nine-month periods
were primarily related to the costs associated with the disposal of the
business.
Liquidity and Capital Resources
We had $56 in cash at September 30, 2002, and had $193,911 in accounts
payable and accrued liabilities.
Resignation of Officer
In July 2002, Raymond Bills resigned as our Chairman, Chief Executive
Officer, President and Director. John Iannetta was named as President and to the
board of directors. Halla Moran was named as Secretary and to the board of
directors.
Issuance of Common Stock
In July 2002, the ompany issued a total of 33,000 shares of its common
stock to two of its officers and directors and third parties as compensation for
services. Also, in July 2002, the Company entered into consulting agreements
with the preferred shareholders whereby the Company issued a total of 467,052
shares of its common stock, to be earned ratably over the three-month period
from July 16, 2002 through October 15, 2002. These shares of common stock are
subject to various restrictions on their resale as provided by the terms of the
consulting agreements. These shares were issued under the various agreements and
were recorded to expense at $6.00 per share which represents the per share
closing price on the nearest trade date. The Company recorded $467,040 to
prepaid consulting, representing the portion of related-party consulting fees
not yet earned as of September 30, 2002.
Pending Merger
On July 15, 2002, the Company entered into an Agreement and Plan for
Reorganization whereby it will acquire 100 percent of the issued and outstanding
common stock of Quicktest 5 Inc. ("Quicktest"), a privately held company. The
closing of the transaction is subject to certain conditions including, but not
limited to, shareholder approval and compliance with the Securities Exchange Act
of 1934. Upon the closing of the transaction, the Company will perform a 5-for-1
forward split and issue an aggregate of 25,000,000 shares of its common stock to
Quicktest, the existing officers and directors will resign and the officers and
directors of Quicktest will become the new officers and directors of the
Company. The Company will also change its name to QT5, Inc. and apply for a new
symbol for trading on the OTC. As Quicktest will retain control of the combined
entity after the merger is completed, this transaction will be accounted for as
a "reverse acquisition." Under reverse acquisition accounting, the Company is
considered the accounting acquiree and Quicktest is considered the accounting
acquiror and the 3,000,000 shares of previously outstanding Company common stock
will be accounted for as a recapitalization of Quicktest.
11
Notes Payable
On July 16, 2002, three of the consultants receiving shares under the
consulting agreements described in Note 5 provided loans totaling $300,000 to
the Company with a maturity date of July 15, 2004. Under the terms of the
promissory notes, interest accrues at 7 percent per annum with the principal and
accrued interest due at maturity. For the three months ended September 30, 2002,
the Company accrued interest of $4,373.
Advance Receivable
In July 2002, the Company advanced $300,000 to Quicktest. Under the terms
of this advance, Quicktest will be required to immediately refund the principal
amount of this advance to the Company in the event that the closing and
consummation of the merger transaction does not occur prior to August 31, 2002.
The parties are currently in negotiations to extend the merger closing date.
Upon the consummation of the merger, this advance will be eliminated in the
consolidation.
New Accounting Standards
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of. The provisions of SFAS No. 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within these fiscal years, with early
adoption encouraged. The adoption of SFAS No. 144 did not have a material effect
on the Company's financial statements. In April 2002, the FASB issued SFAS No.
145, "Rescission of FASB No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections", to update, clarify and simplify existing accounting
pronouncements. SFAS No. 4, which required all gains and losses from debt
extinguishment to be aggregated and, if material, classified as an extraordinary
item, net of related tax effect, was rescinded. Consequently, SFAS No. 64, which
amended SFAS No. 4, was rescinded because it was no longer necessary. The
adoption of SFAS No. 145 resulted in the Company recording current gains on debt
forgiveness as other income.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS 146 addresses accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)". SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged. The adoption of SFAS No.
146 did not have a material effect on the Company's financial statements.
Item 3. Controls and Procedures
As of a date within 90 days of date of filing of this amended quarterly
report, an evaluation was performed under the supervision and with the
participation of the Company's management, including the President, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the President, concluded that the Company's disclosure controls and procedures
were effective as of a date within 90 days of date of filing of this quarterly
report. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of such evaluation.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
All shares issued during the quarter ended September 30, 2002 were
previously registered by the Company on Form S-8.
Item 3. Defaults on Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
In July 2002 we obtained the written consent from the holders of 569,711
shares of our common stock (a majority) approving the following actions, under
Section 228 of the Delaware General Corporation Law and our By-laws, without a
meeting (a Preliminary Information Statement on Schedule 14C has been filed with
the Securities and Exchange Commission):
1. Forward split our shares of Common Stock on a five for one basis.
2. To approve the Agreement and Plan of Reorganization and the
transactions contemplated thereby, by and among the Company and
Quicktest 5, Inc. ("Quicktest"); that we merge with Quicktest and
take all necessary actions to complete such transaction, including
but not limited to the filing of the appropriate merger documents
with the State of Delaware.
3. Amend our Certificate of Incorporation to increase the total
amount of our authorized Common Stock, from 25,000,000 shares to
100,000,000 shares.
4. Amend our Certificate of Incorporation to change the name of the
Company to "QT 5, Inc.", or, if the new name is unacceptable to
the applicable regulators having jurisdiction over our affairs, to
any such other name that is approved by the board of directors in
its sole discretion.
5. That, upon the closing and ffectiveness of the merger, Timothy J.
Owens, Steven H. Reder, and Michael Kessler be nominated to serve
on our Board of Directors until the next annual meeting of
shareholders.
13
Item 5. Other Information
Resignation of Officer
In July 2002, Raymond Bills resigned as our Chairman, Chief Executive
Officer, President and Director. John Iannetta was named as President and to the
board of directors. Halla Moran was named as Secretary and to the board of
directors.
Pending Merger
On July 15, 2002, the Company entered into an Agreement and Plan for
Reorganization whereby it will acquire 100 percent of the issued and outstanding
common stock of Quicktest 5 Inc. ("Quicktest"), a privately held company. The
closing of the transaction is subject to certain conditions including, but not
limited to, shareholder approval and compliance with the Securities Exchange Act
of 1934. Upon the closing of the transaction, the Company will perform a 5-for-1
forward split and issue an aggregate of 25,000,000 shares of its common stock to
Quicktest, the existing officers and directors will resign and the officers and
directors of Quicktest will become the new officers and directors of the
Company. The Company will also change its name to QT5, Inc. As Quicktest will
retain control of the combined entity after the merger is completed, this
transaction will be accounted for as a "reverse acquisition." Under reverse
acquisition accounting, the Company is considered the accounting acquiree and
Quicktest is considered the accounting acquiror and the 3,000,000 shares of
previously outstanding Company common stock will be accounted for as a
recapitalization of Quicktest.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Number Description
99.1 Certification of President and Principal Executive,
Financial and Accounting Officer pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b. Form 8-K
MoneyZone.com, Inc. filed one report on Form 8-K during
the quarter ended September 30, 2002, reporting under
Item 5.
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has duly caused this amendment to this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MoneyZone.com, INC.
- --------------------------------------------------------------------------------
(Registrant)
By: /s/ John Iannetta
- --------------------------------------------------------------------------------
John Iannetta, President*
Date: December 9, 2002
- --------------------------------------------------------------------------------
* John Iannetta also serves as our principal executive, financial, and accounting officer.
15
CERTIFICATION
-------------
I, John Iannetta, President and Principal Executive, Financial, and
Accounting Officer of Moneyzone.com, Inc. (the "Registrant"), certify that:
1. I have reviewed this amendment to the quarterly report on Form 10-QSB of the
Registrant;
2. Based on my knowledge, this amended 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 amended 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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and we 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. 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 function):
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. I have indicated in this amended quarterly report whether or not 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.
December 9, 2002
By: /s/ John Iannetta
----------------------
John Iannetta
Principal Executive, Financial and Accounting Officer
16
