SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarter ended August 31, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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.)
142 Mineola Avenue, Roslyn Heights, New York 11577
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code (212) 760-2757
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
-------------------------------- ------------------------------
-------------------------------- ------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
--------------------------------------------------------------------------------
(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 9,920,000
------------------------------ ---------
(Title of Class) (Shares outstanding at
August 31, 2001)
2
RELOCATE 411.COM, INC.
FORM 10-Q
FOR THE NINE MONTHS ENDED AUGUST 31, 2001
INDEX Page
PART I FINANCIAL INFORMATION
ITEM 1 Balance Sheet, August 31, 2001 4
Statement of Income & Expenses for the six
months and three months ended August 31, 2001 5
Statement of Cash Flows for the nine
months ended August 31, 2001 6
Notes to Financial Statements 7
Management's Discussion and
Analysis of Results of Operations 8
PART II Other Information - Items 1-6 8
Signatures 9
3
RELOCATE 411.COM, INC.
(Formerly known as Stateside Funding, Inc.)
CONSOLIDATED BALANCE SHEET
ASSETS
August 31
2001
----------
FIXED AND OTHER ASSETS:
Property and equipment at cost, less
accumulated depreciation 7,045
Other assets
Organization costs - net of amortization 200
----------
TOTAL ASSETS 7,245
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft 149
Accrued liabilities 750
Accounts payable 630
Loans payable 5,867
Income tax payable 5,025
----------
Total Current Liabilities 12,421
----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value 10,000,000
shares authorized and none issued in 2001
or 2000 --
Common stock, $0.0001 par value, 50,000,000
shares authorized, 17,020,000 shares
issued and outstanding . 1,702
Treasury stock (1,148,672)
Additional paid-in-capital 1,373,521
Accumulated deficit (231,727)
----------
Total Stockholders' Equity (5,176)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 7,245
==========
4
RELOCATE 411.COM, INC.
(Formerly known as Stateside Funding, Inc. )
CONSOLIDATED STATEMENT OF OPERATIONS
Nine months ended Three months ended
August 31 August 31
------------------------- -------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
EXPENSES:
Salaries and benefits $ 42,000 $ 148,179 $ -- $ 42,700
General and administrative 10,155 104,260 2,343 50,666
--------- --------- --------- ---------
Total expenses $ 52,155 $ 252,439 $ 2,343 $ 93,366
--------- --------- --------- ---------
(Loss) before Other Income (52,155) (252,439) (2,343) (93,366)
OTHER INCOME (EXPENSE):
Interest income 26,080 68,263 -- 44,293
Interest expense -- (28,433) -- (26,688)
--------- --------- --------- ---------
Total Other Income $ 26,080 $ 39,830 $ -- $ 17,605
--------- --------- --------- ---------
(Loss) before provision for income taxes $ (26,076) $(212,609) $ (2,343) $ (75,761)
Provision for income taxes $ -- $ 625 $ -- $ --
--------- --------- --------- ---------
Net income (loss) $ (26,076) $(213,234) $ (2,343) $ (75,761)
========= ========= ========= =========
Net profit (loss) per common share based upon 17,020,000
and 7,706,227 (weighted average) shares, respectively $ -- $ (0.02) $ -- $ (0.01)
========= ========= ========= =========
5
RELOCATE 411.COM, INC.
(Formerly known as Stateside Funding, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended
August 31, 2001
-------------------------------
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (26,076) (213,234)
Adjustment to reconcile net (loss) to net cash
used in operating activities:
Amortization and depreciation 1,779 2,716
(Increase) in interest receivable -- (1,045)
Common stock issued for services 43,400 --
Proceeds from shareholder loan 5,867 --
Exchange of receivable for investment in
foreign stock (36,070) --
Change in assets and liabilities:
Decrease in interest receivable 10,008 --
Increase (decrease) accounts payable
and accrued liabilities (6,838) 17,500
----------- -----------
Net Cash Used in Operating Activities $ (7,930) $ (194,063)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment $ -- $ (11,465)
----------- -----------
Net Cash Used In Investing Activities $ -- $ (11,465)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement -- 1,504,250
Rendeption of original shareholder -- (150,000)
(Increase) in loan receivable -- (1,119,347)
Proceeds from loan payable -- 1,117,602
----------- -----------
Net Cash Provided by Financing Activities $ (34,964) $ 1,352,505
----------- -----------
INCREASE (DECREASE) IN CASH $ (42,894) $ 1,146,977
Cash - beginning of period 7,781 $ 1,350
----------- -----------
Cash - end of quarter $ (149) $ 1,148,327
=========== ===========
Supplemental Disclosures:
Non cash issuance of 4,340,000 common shares of
stock @ $.0001 par value per merger agreeement -- --
=========== ===========
Income tax paid -- 625
=========== ===========
Interest paid -- 26,688
=========== ===========
6
PART 1
RELOCATE 411.COM, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 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 bore interest at 9 1/2% annually and was secured by a
promissory note(see Note 3). 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.
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.
NOTE 3 - 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.
7
Management Discussion & Analysis
Presently, we are continuing to attempt to implement our business plan.
However, in order to fully do so it is necessary for us to raise additional
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/or consider alternative business plans and objectives for the
company.
For the nine months ended August 31, 2001 no revenues were generated.
General and administrative costs totaled $10,155 compared to $104,260 for the
same period ended August 31, 2000. Salary and benefits costs totaled $42,000
compared to $148,179 for the same period ended August 31, 2000. We earned
approximately $26,000 in interest income from an outstanding note, which was
retired prior to May 31, 2001. 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
8
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.
-----------------------------------------
(Registrant)
By: /s/ Darrell Lerner
-------------------------------------
Darrell Lerner
President
Date: October 15, 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
-------------------------------------
Darrell Lerner
President and Chief Financial Officer
Date: October 15, 2001
9