SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the quarter ended February 28, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission file number: 0-25591
Relocate 411.com, Inc
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-3462369
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
One Penn Plaza - Suite 4429 New York NY 10119
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code (212) 643-1600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of class)
- - --------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ____
State the aggregate market value of the voting stock held by non- affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as
of a specified date within 60 days prior to the date of filings. (See definition
of affiliate in Rule 405).
The aggregate market value of the voting stock held by non-affiliates of the
registrant is $_______.
Note: If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this form.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $.0001 par value 12,675,000
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(Title of Class) (Shares outstanding at
February 28, 2001)
RELOCATE 411.COM, INC.
FORM 10-K
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2001
INDEX Page
PART I FINANCIAL INFORMATION
ITEM 1 Balance Sheet, February 28, 2001 2
Statement of Income & Expenses for the three
months ended February 28, 2001 3
Statement of Cash Flows for the three
months ended February 28, 2001 4
Notes to Financial Statements 5
Management's Discussion and
Analysis of Results of Operations 6
PART II Other Information - Items 1-6 6
Signatures 7
RELOCATE 411.COM, INC.
(Formerly known as Stateside Funding, Inc.)
CONSOLIDATED BALANCE SHEETS
ASSETS
February 28 February 28
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2001 2000
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CURRENT ASSETS:
Cash $ 174 $ 1,271,427
Interest receivable 36,070 --
Note receivable 1,112,602 --
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Total current assets $ 1,148,846 $ 1,271,427
FIXED AND OTHER ASSETS:
Property and equipment at cost, less
accumulated depreciation 8,191 9,739
Other assets
Organization costs - net of amortization 240 300
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TOTAL ASSETS $ 1,157,277 $ 1,281,466
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued liabilities $ 3,000 $ 1,025
Income tax payable 5,025 --
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Total Current Liabilities $ 8,025 $ 1,025
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STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value 10,000,000
shares authorized and none issued in 2000
or 1999
Common stock, $0.0001 par value, 50,000,000
shares authorized, issued and outstanding
12,675,000 shares February 28, 2001 and
12,150,000 shares February 29,2000 $ 1,268 $ 1,215
Additional paid-in-capital 1,330,555 1,355,608
Accumulated deficit (182,571) (76,382)
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Total Stockholders' Equity $ 1,149,252 $ 1,280,441
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,157,277 $ 1,281,466
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RELOCATE 411.COM, INC.
(Formerly known as Stateside Funding, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS
Three months ended
February 28,
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2001 2000
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NET REVENUE $ -- $ --
DIRECT PROJECT COSTS
Amortization of program costs -- --
Other direct project costs -- --
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Total direct project costs $ -- $ --
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GROSS PROFIT $ -- $ --
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EXPENSES:
Salaries and benefits $ -- $ --
General and administrative 3,000 75,077
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Total expenses $ 3,000 $ 75,077
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(Loss) before Other Income (3,000) (75,077)
OTHER INCOME (EXPENSE):
Interest income 26,080 --
Interest expense -- --
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Total Other Income $ 26,080 $ --
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Net Profit (Loss) $ 23,080 $(75,077)
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Net profit (loss) per common share based upon 12,675,000
and 7,706,227 (weighted average) shares,
respectively $ 0.01 $ (0.01)
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RELOCATE 411.COM, INC.
(Formerly known as Stateside Funding, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended
February 28,
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2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss 23,080 (75,077)
Adjustment to reconcile net (loss) to net cash used in operating
activities:
Amortization and depreciation 593 903
Change in assets and liabilities:
(Increase) in interest receivable (26,062) --
Advances to affiliates -- --
Prepaid expenses -- --
Prepaid income taxes -- --
Accounts payable and accrued liabilities (5,218) 1,090
Income taxes payable -- --
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Net Cash Used in Operating Activities (7,607) (73,084)
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CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment -- (10,624)
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Net Cash Used In Investing Activities -- (10,624)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement -- 1,353,785
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Net Cash Provided by Financing Activities -- 1,353,785
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INCREASE (DECREASE) IN CASH (7,607) 1,270,077
Cash - beginning of period 7,781 1,350
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Cash - end of quarter 174 1,271,427
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Supplemental Disclosures:
Non cash issuance of 6,600,000 common shares of
stock @ $.0001 par value per merger agreeement -- --
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Income tax paid -- --
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Interest paid -- --
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PART 1
RELOCATE 411.COM, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2001
NOTE 1 - BASIS OF PRESENTATION
Relocate 411.Com, Inc., formerly known as Stateside Fundings, Inc., was
organized under the laws of the State of Delaware on December 19, 1997 and has
adopted a fiscal year ending November 30th. The Company is considered a
development stage since it is devoting substantially all of its efforts to
establishing a new business. Its planned principal operations have not yet
commenced and there have been no revenues to date. The Company is developing a
web site to be utilized in various real estate services such as relocation,
listings of real estate sales or rentals, mortgage information and other real
estate related information or content.
On January 26, 2000, the stockholders of Relocate 411.Com, Inc. a New York
Corporation completed a merger and stock exchange with Stateside Fundings, Inc.,
A Delaware Corporation. Contemporaneously, with the merger, Stateside issued
5,175,000 shares of its common stock in a private placement transaction,
receiving net proceeds of $1,354,250. The net proceeds received were after a
payment of $150,000 to redeem 4,100,000 share of common stock from the founder
of Stateside. As part of the merger, Stateside then issued 6,600,000 common
shares to Relocate 411.Com, Inc. in exchange for the 66 shares held by the
stockholders of Relocate.
On January 27, 2000, Stateside (the surviving entity) filed a Certificate
of Amendment changing their name to Relocate 411.Com, Inc.
NOTE 2 - NOTE RECEIVABLE:
On May 25, 2000, the Company loaned $1,117,602 to Teltran International
Group, Ltd., a publicly held company presently trading on the NASD OTC Pink
Sheets. Some of Teltran's stockholders and officers own approximately 42% of
Relocate. The loan matured November 25, 2000 with interest at 9 1/2% annually
and was secured by a promissory note(see Note 3). The note has been secured by
600,000 shares each of common stock of Teltran and Antra Holdings Group, Inc., a
publicly held company traded on the NASD OTC Pink Sheets. Teltran owns the Antra
shares, which were acquired in April 1999 when each company originally exchanged
2,000,000 shares of their common stock. Additionally, Teltran pledged its one
share of Teltran Web Factory, Ltd. a wholly owned foreign subsidiary of Teltran
as well as issuing 250,000 warrants exercisable from May 25, 2000 to May 24,
2005 to purchase Teltran common stock at a price of $1.10 per share.
The balance of the note receivable at November 30, 2000 was $1,112,602 and
is currently in default.
NOTE 3 - INTEREST RECEIVABLE
An amount representing earned but unpaid interest on the aforementioned
note receivable is included as a current asset.
NOTE 4 - CONFLICTS OF INTEREST
Certain conflicts of interest have existed and will continue to exist
between management, their affiliates and the Company. Management have other
interests including business interests to which they devote their primary
attention. Management may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company and in
addition, management may negotiate an acquisition resulting in a conflict of
interest.
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NOTE 12 - SUBSEQUENT EVENTS
On March 2, 2001 the Company received preferred shares in NCTN Networks, Inc. in
full settlement of the note receivable and the outstanding interest. The Company
retained the warrants it received and returned all Teltran shares certificates,
which were held as security for the note receivable. Simultaneously, these
preferred shares were exchanged as consideration for all outstanding shares and
warrants in the Company held by the Company's investors.
Management Discussion & Analysis
Presently, we are continuing to attempt to implement our business plan.
However, in order to do so it is necessary for us to raise a substantial amount
of capital. If we are unable to raise the necessary funding in the near future
as a result of market conditions or otherwise, we will be forced to curtail
certain operations and consider alternative business plans and objectives for
the company.
At the end of May 2000, Relocate411.Com entered into a secured transaction
with Teltran International, a publicly traded company whose CEO is a director of
Relocate411, whereby it loaned Teltran approximately 1.1 million dollars on a
short term basis. As part of the terms of the transaction, Relocate411 was
compensated with warrants on Teltran International common stock in addition to
receiving a competitive interest rate on the loan.
For the three months ended February 28, 2001 no revenues were generated.
General and administrative costs totaled $3,000. We earned approximately $26,000
in interest income from an outstanding note, which at statement date is in
default. We currently need to raise funds to maintain operations.
PART II OTHER INFORMATION
Item 1 Legal Proceedings - None
Item 2 Changes in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Securities Holders
- None
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K - None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RELOCATE 411.COM, INC.
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(Registrant)
By: /s/ Darrell Lerner
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Darrell Lerner
President
Date: April 18, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicates.
By: /s/ Darrell Lerner
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Darrell Lerner
President and Chief Financial Officer
Date: April 18, 2001
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