UNITED STATES
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: January 31, 2002
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 002-91824-D
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My Meds Express.Com
(Exact name of small business issuer as specified in its charter)
Delaware 84-1398190
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(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
BOX 8029, La Jolla, CA 92037-8029
(Address of principal executive offices)
(619) 456-7176
Issuer's telephone number
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: January 31, 2002 2,177,647
--------------------------------
Transitional Small Business Disclosure Format (check one). Yes ; No X
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT AUDITOR'S REPORT
MY MEDS EXPRESS.COM, INC.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of My Meds Express.Com,
Inc.(a development stage company) as of January 31, 2002 and July 31, 2001, and
the related statements of operations for the three and six months and cash flows
for the six months ended January 31, 2002 and 2001. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
March 22, 2002
MY MEDS EXPRESS.COM
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
January 31 July 31,
2002 2001
--------------- --------------
Assets: $ - $ -
=============== ==============
Liabilities - Accounts Payable $ 1,095 $ 4,006
Shareholder Advances 12,889 8,105
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Total Liabilities 13,984 12,111
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Stockholders' Equity:
Convertible Preferred Stock,
Par value $.001,
Authorized 5,000,000,
Issued 630 shares issued at January 31, 2002
and July 31, 2001 1 1
Common Stock Authorized
Par value $.001,
Authorized 50,000,000,
Issued 2,177,647 shares issued at January 31, 2002
and at July 31, 2001 2,178 2,178
Paid-In Capital 2,934,636 2,934,636
Retained Deficit (2,933,986) (2,933,986)
Deficit Accumulated During the
Development Stage (16,813) (14,940)
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Total Stockholders' Equity (13,984) (12,111)
--------------- --------------
Total Liabilities and
Stockholders' Equity $ - $ -
=============== ==============
See accompanying notes and accountants' report
MY MEDS EXPRESS.COM
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
April 2, 1996
For the Three Months Ended For the Six Months Ended Inception of
January 31, January 31, Development
2002 2001 2002 2001 Stage
--------------- -------------- -------------- --------------- --------------
Revenues $ - $ - $ - $ - $ -
--------------- -------------- -------------- --------------- --------------
Expenses 1,243 2,700 1,873 2,700 16,813
--------------- -------------- -------------- --------------- --------------
Net Loss $ (1,243)$ (2,700)$ (1,873)$ (2,700)$ (16,813)
=============== ============== ============== =============== ==============
Basic & Diluted $ - $ - $ - $ -
=============== ============== ============== ===============
Loss per Share
See accompanying notes and accountants' report
MY MEDS EXPRESS.COM
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Cumulative
Since
April 2, 1996
Inception
For the Six Months Ended of
January 31, Development
-------------------------------
2002 2001 Stage
--------------- --------------- --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (1,873)$ (2,700) $ (16,813)
Increase (Decrease) in Accounts Payable (2,911) 2,700 (371)
--------------- --------------- --------------
Net Cash Used in operating activities (4,784) - (17,184)
--------------- --------------- --------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities - - -
--------------- --------------- --------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Shareholder Advances 4,784 - 12,889
Proceeds From Capital Stock Issued - - 4,295
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Net cash provided by financing activities 4,784 - 17,184
--------------- --------------- --------------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
--------------- --------------- --------------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
=============== =============== ==============
SUPPLEMENTAL DISCLOSURE
- -----------------------
OF CASH FLOW INFORMATION:
- -------------------------
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ 1,646
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
None
See accompanying notes and accountants' report
MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2002
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
six month period ended January 31, 2002, are not necessarily indicative of the
results that may be expected for the year ended July 31, 2002.
Organization and Basis of Presentation
Plaza Group, Inc., hereinafter referred to as the "Company" was
incorporated on April 24, 1984 under the laws of the State of Delaware for the
principal purpose of engaging in any and all types of business properties.
General
On November 7, 1984 the United States Securities and Exchange Commission
granted an effective date to a registration statement on S-18 filed by the
Company in the Denver office, as Commission File Number 2-91824-D. The
registration statement was for offering of 800,000 Units at $0.50 per unit.
The offering file by the Company was a "Blank Check"offering and since
the date of incorporation the company has not engaged in any meaningful business
and is considered a development stage company. The company ceased all operating
activities during the period from July 31, 1987 to March 24, 1996 and was
considered dormant.
The proposed business activities described herein may classify the
Company as a "Blank Check" company. Many states have entered statutes, rules and
regulations limiting the sale of securities of "Blank Check" companies in their
respective jurisdictions. In order to comply with these various limitations,
management does not intend to undertake any efforts to sell any additional
securities of the Company, either debt or equity, or cause a market to develop
in the Company's securities until such time as the Company has successfully
implemented its business plan described herein.
On April 2, 1996, the Company obtained a certificate of renewal from the
State of Delaware. On April 2, 1996 the Company obtained a certificate of
amendment of "Plaza Group, Inc., changing
MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2002
(Unaudited)
General (Continued)
the name from Plaza Group, Inc to Union 69, Ltd. On March 2, 2000 the Company
changed its name to Save on Meds.Com, Inc.
Nature of Business
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of a
Corporation which reports under Section 13 and 15 of the Securities Exchange Act
of 1934 ( the "Exchange Act"). The Company will not restrict its search to any
specific business; industry or geographical location and the Company may
participate in a business venture of virtually unlimited discretion to search
for and enter into potential business opportunities. Management anticipates that
it may be able to participate on only one potential business venture because the
Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk ro shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of six months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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
reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2002
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss Per Share:
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the Three Months Ended January 31, 2002
Basic Loss Share
Income to common shareholders $ (1,243) 2,177,647 $ -
=============== =============== ==============
For the Six Months Ended January 31, 2002
Basic Loss Share
Income to common shareholders $ (1,873) 2,177,647 $ -
=============== =============== ==============
For the Three Months Ended January 31, 2001
Basic Loss per Share
Income to common shareholders $ (2,700) 1,377,647 $ -
=============== =============== ==============
For the Six Months Ended January 31, 2001
Basic Loss per Share
Loss to common shareholders $ (2,700) 1,377,647 $ -
=============== =============== ==============
The effect of outstanding common stock equivalents would be
anti-dilutive or immaterial for 2002 and 2001 and are thus not considered.
NOTE 2 - CONVERTIBLE PREFERRED STOCK
The convertible preferred stock is convertible into common stock at the
option of the shareholder at any time after issuance of the convertible
preferred shares. The conversion ratio is one share of convertible preferred
stock for 30,000 shares of common stock. The holders of convertible preferred
stock shall be entitled to vote on all matters at the ratio of one vote per
share of common stock that it is convertible into as if the shares had been
converted. In the event of any voluntary or involuntary liquidations (whether
complete or partial), dissolution, or winding up of the corporation, the holders
of the convertible preferred stock shall be entitled to be paid an amount in
MY MEDS EXPRESS.COM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANAURY 31, 2002
(Unaudited)
NOTE 2 - CONVERTIBLE PREFERRED STOCK (Continued)
cash equal to the net book value of the corporation on the date of liquidation,
plus all unpaid dividends, whether or not previously declared, accrued thereon
to the date of final distribution.
NOTE 3 - INCOME TAXES
As of January 31, 2002, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $2,950,000 that
may be offset against future taxable income through 2021. Current tax laws limit
the amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carry-forward will expire unused. Accordingly, the potential tax
benefits of the loss carry-forward are offset by a valuation allowance of the
same amount.
NOTE 4 - DEVELOPMENT STAGE COMPANY/GOING CONCERN
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage. The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. In the interim, shareholders of the Company have committed to meeting
its minimal operating expenses.
NOTE 5 - COMMITMENTS
As of January 31, 2002 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended July 31, 2001.
Results of Operations -For the quarter ended January 31, 2002 compared to the
same period in 2001 are not necessarily indicative of the results that may be
expected for the year ended July 31, 2002.
The Company has no business operations. The Company had $1,243 and $1,873 in
expenses for the three and six month periods ended January 31, 2002 and $2,700
and $2,700 for the three and six month periods ended January 31, 2001. The
Company had no revenues for the three and six month periods ended January 31,
2002 and 2001. Losses on operations may occur until sufficient revenues can be
achieved.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations. There are no formal commitments from banks or other lending sources
for lines of credit or similar short-term borrowing, but the Company has been
able to borrow any additional working capital that has been required. From time
to time in the past, required short-term borrowing have been obtained from a
principal shareholder or other related entities.
In order to complete any acquisition, the Company may be required to
supplement its available cash and other liquid assets with proceeds from
borrowings, the sale of additional securities, including the private placement
of restricted stock and/or a public offering, or other sources. There can be no
assurance that any such required additional funding will be available or
favorable to the Company.
Because management controls 93.47% of voting rights, management may
actively negotiate or otherwise consent to the purchase of any portion of their
stock as a condition to or in connection with a proposed merger or acquisition.
Furthermore, management could consent or approve any particular stock buy-out
transaction without shareholder approval. In the event that an appropriate
merger candidate is located, the Company may need to pay cash finder's fees or
other acquisition related compensation may be paid to officers, directors,
promoters or their affiliates. Any such finder's fees paid to an officer,
director, promoter, or affiliate may present a conflict of interest because of
the non-arms length nature of such transaction. There are no such negotiations
in progress or contemplated.
There are no arrangements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs.
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 Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company did not file a report on Form 8-K during the six months
ended January 31, 2002.
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.
MY MEDS EXPRESS.COM
(Registrant)
DATE: March 25, 2002 By: /s/ Michael Johnson
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Michael Johnson, President
(Principal Financial and
Accounting Officer)