U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ------------ TO ------------. COMMISSION FILE NUMBER 000-33499 AUTODATARESEARCH.COM, INC. (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) NEVADA 16-1599721 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 76 SENECA CREEK ROAD, WEST SENECA, NY 14224 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (716) 675-8563 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: MAY 16, 2003 459,000 TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE). YES ; NO X PART I ITEM 1. FINANCIAL STATEMENTS INDEPENDENT ACCOUNTANT'S REPORT AutoDataResearch.com, Inc. (A Development Stage Company) We have reviewed the accompanying balance sheets of AutoDataResearch.com, Inc. (A Development Stage Company) as of March 31, 2003, and the related statement of operations for the three months ended March 31, 2003 and 2002 and the statement of cash flows for the three month periods ended March 31, 2003 and 2002. 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 statements 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 financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of AutoDataResearch.com, Inc. (A Development Stage Company) as of December 31, 2002, and the related statements of operations, cash flows, and stockholders' equity for the year then ended (not presented herein); and in our report dated May 16, 2003, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2002, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Note 3 of the Company's audited financial statements as of December 31, 2002, and for the year then ended discloses that the Company has suffered recurring losses from operations and has no established source of revenue at December 31, 2002. Our auditors' report on those financial statements includes an explanatory paragraph referring to the matters in Note 3 of those financial statements and indicating that these matters raised substantial doubt about the Company's ability to continue as a going concern. As indicated in Note 3 of the Company's unaudited interim financial statements as of March 31, 2003, and for the three months then ended, the Company has continued to suffer recurring losses from operations and still has no established source of revenue at March 31, F-2 2003. The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Respectfully Submitted, \s\ Robison, Hill & Co. Certified Public Accountants Salt Lake City, Utah May 16, 2003 F-3 AUTO DATA RESEARCH. COM, INC. (A Development Stage Company) BALANCE SHEET (Unaudited) March 31, December 31, 2003 2002 ------------------ ------------------ Assets: Current Assets - Cash $ 13,024 $ 16,024 ------------------ ------------------ Intangible Assets 12,000 12,000 Accumulated Amortization (12,000) (12,000) ------------------ ------------------ Net Intangible Assets - - ------------------ ------------------ Total Assets $ 13,024 $ (16,024) ================== ================== Liabilities: Accounts Payable $ - $ 1,930 Note Payable to Shareholder 50,082 49,915 ------------------ ------------------ Total Liabilities 50,082 51,845 ------------------ ------------------ Stockholders' Equity: Common Stock, Par value $.001 Authorized 100,000,000 shares, Issued 459,000 shares at March 31, 2003 and December 31, 2002 459 459 Paid-In Capital 44,031 44,031 Deficit Accumulated During the Development Stage (81,548) (80,311) ------------------ ------------------ Total Stockholders' Equity (37,058) (35,821) ------------------ ------------------ Total Liabilities and Stockholders' Equity $ 13,024 $ 16,024 ================== ================== See accompanying notes and accountants' report F-4 AUTO DATA RESEARCH. COM, INC. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited) Cumulative since November 6, 2000 For the Three Months Ended Inception of March 31, Development 2003 2002 Stage ----------------- ----------------- ------------------ Revenues: $ - $ - $ - Expenses: General & Admin. - 7,800 74,632 ----------------- ----------------- ------------------ Operating Loss - (7,800) (74,632) ----------------- ----------------- ------------------ Other Expense Interest (1,237) (801) (6,916) ----------------- ----------------- ------------------ Net Income (Loss) $ (1,237) $ (8,601) $ (81,548) ================= ================= ================== Basic & Diluted Loss $ - $ (0.02) ================= ================= See accompanying notes and accountants' report F-5 AUTO DATA RESEARCH. COM, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) Cumulative Since November 6, 2000 For the Three Months Ended Inception of March 31, Development 2003 2002 Stage ----------------- ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (1,237)$ (8,601)$ (81,548) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation and Amortization - 1,000 12,000 Change in Operating Assets and Liabilities: Increase (Decrease) in Accounts Payable (1,930) 5,250 - ----------------- ----------------- ------------------ Net Cash Used in operating activities (3,167) (2,351) (69,548) ----------------- ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Intangible Assets - (12,000) (12,000) ----------------- ----------------- ------------------ Net cash provided by investing activities - (12,000) (12,000) ----------------- ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of Common Shares - - 44,395 Increase in Notes Payable 167 5,351 50,082 Capital Contributed by Shareholder - - 95 ----------------- ----------------- ------------------ Net Cash Provided by Financing Activities 167 5,351 94,572 ----------------- ----------------- ------------------ Net (Decrease) Increase in Cash and Cash Equivalents (3,000) (9,000) 13,024 Cash and Cash Equivalents at Beginning of Period 16,024 29,524 - ----------------- ----------------- ------------------ Cash and Cash Equivalents at End of Period $ 13,024 $ 20,524 $ 13,024 ================= ================= ================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 534 $ - $ 1,016 Franchise and income taxes $ - $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None See accompanying notes and accountants' report F-6 AUTO DATA RESEARCH. COM, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for AutoDataResearch.com, Inc. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Interim Reporting The unaudited financial statements as of March 31, 2003 and for the three month period then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years. Organization and Basis of Presentation The Company was incorporated under the laws of the State of Nevada on November 6, 2000. Since November 6, 2000, the Company is in the development stage, and has not commenced planned principal operations. Nature of Business The Company plans to engage primarily in the business of providing comparative automobile information via the Internet and printed materials. The Company plans to partner with a yet to be determined provider of printed comparative automobile data in order to launch an Internet database containing comparative automotive information. 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 three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Reclassification Certain reclassifications have been made in the 2002 financial statements to conform with the March 31, 2003 presentation. F-7 AUTO DATA RESEARCH. COM, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. 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 March 31, 2003 BASIC LOSS PER SHARE Loss to common shareholders $ (1,237) 459,000 $ - ================== =================== ================== For the Three Months Ended March 31, 2002 BASIC LOSS PER SHARE Loss to common shareholders $ (8,601) 459,000 $ (0.02) ================== =================== ================== The effect of outstanding common stock equivalents would be anti-dilutive for March 31, 2003 and 2002 and are thus not considered. F-8 AUTO DATA RESEARCH. COM, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Intangible Assets Intangible assets are valued at cost and are being amortized on the straight-line basis over a period of three years. The amortization period is management's estimate of useful economic life of the asset. The Company identifies and records impairment losses on intangible assets when events and circumstances indicate that such assets might be impaired. The Company considers factors such as significant changes in the regulatory or business climate and projected future cash flows from the respective asset. Impairment losses are measured as the amount by which the carrying amount of intangible asset exceeds its fair value. NOTE 2 - INCOME TAXES As of March 31, 2003, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $81,500 that may be offset against future taxable income through 2022. 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 carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. NOTE 3 - 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. F-9 AUTO DATA RESEARCH. COM, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) NOTE 4 - COMMITMENTS As of March 31, 2003 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. NOTE 5- NOTE PAYABLE FROM SHAREHOLDER The Company has borrowed money from a shareholder in order to pay general and administrative expenses. For purposes of these financial statements, interest has been calculated at an imputed interest rate of 10 percent. As of March 31, 2003 and December 31, 2002, the Company owed $50,082 and $49,915, respectively, relating to these notes. F-10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 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 December 31, 2002. Plan of Operation The Company plans to engage primarily in the business of providing comparative automobile information via the Internet and printed materials. The Company plans to partner with a yet to be determined provider of printed form comparative automobile data to launch a database containing comparative automotive information available via the Internet. The Company's primary target segments of the automobile market will be automobile manufacturers, distributors, dealers and consumers. The Company's management believes it can effectively cover the different market segments without having to change product research and development as the primarily differences between the targeted market segments are only their size. The information to be presented on the Company's website and in its printed materials will allow automobile manufacturers and dealers to present information to potential purchasers that is geared towards their specific vehicle makes. Having this information available on-line will allow automobile manufactures and dealers to reach potential buyers in the early stages of the purchasing process. Potential purchasers will have access to comparative information in the comfort of their own homes and offices any time of the day or night. The Company believes that in today's automotive industry there is a much greater awareness of the need for new marketing approaches. As automobile purchasers have become more knowledgeable of the Internet, there has been a dramatic increase in automobile pricing services and providers of comparative automobile information. According to one Internet research firm, twenty- five percent of new car purchasers researched automobile information via the Internet in 1998. By 1999, the percentage of new car purchasers utilizing the Internet for research increased to forty percent. In addition, the same Internet research firm estimates 500,000 vehicles will be sold via the Internet in 2003, which would result in the value of vehicle sales conducted entirely online in 2003 to approach $12 billion. Results of Operations As the Company is in the developmental stage and has commenced only limited operations, it has yet to realize any revenue. The Company has realized a net loss from operations of $81,500 since inception due primarily to legal and accounting fees necessary to bring the Company through the development stage. F-11 Liquidity and Capital Resources Cash and cash equivalents from inception to date have been insufficient to provide the operating capital necessary to operate the Company. The necessary capital to operate the Company has been provided by the principals and founders of the Company in the form of both debt and capital stock issuances as set forth in the financial statements incorporated herein. In summary, there has been, and will continue to be, an absence of liquidity and capital resources to operate the Company self-sufficiently unless and until an offering of the Company's stock can be made to provide the necessary cash for operations. The current cash position of the Company is insufficient to provide for the needs of the Company. Therefore, management of the Company has committed to providing the necessary funding for the Company until the Company can generate ample revenues to offset the expenses or until an appropriate offering of the Company's capital stock or via third party bridge loans can be made to raise cash. Competition There are only a few direct competitors in the Company's targeted market segments. Most current providers of comparative automobile information on the Internet, such as Kelley Blue Book, primarily provide pricing services for consumers and not comparison information customized towards specific vehicle manufacturers. Employees As of May 16, 2003, the Company had no employees. ITEM 3. CONTROLS AND PROCEDURES The Company's Chief Executive Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this Quarterly Report on Form 10-Q, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary whether: (i) this Quarterly Report on Form 10-Q contains any untrue statement of a material fact or omits 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 on Form 10-Q, and (ii) the financial statements, and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-Q. There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's evaluation that could significantly affect these internal F-12 controls, including any corrective actions with regards to significant deficiencies and material weaknesses. 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 (a) Exhibits Exhibit Number Title of Document 3i Articles of Incorporation (1) 3ii Bylaws (1) 99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1) Incorporated by reference to the Registrant's registration statement on Form 10-SB filed on January 14, 2002 F-13 (b) Reports on Form 8-K filed. No reports on Form 8-K were filed during the prior quarter. 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 this May 28, 2003. AutoDataResearch.com, Inc. (Registrant) DATE: May 28, 2003 By: /s/ Robert P. Feneziani Robert P. Feneziani President and Director (Principal Executive Officer) DATE: May 28, 2003 By: /s/ Thomas D. Feneziani Thomas D. Feneziani Secretary, Treasurer and Director (Principal Financial Officer) I, Robert P. Feneziani, certify that: 1. I have reviewed this quarterly report on form 10-QSB of AutoDataResearch.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: F-14 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. 6. The registrant's other certifying officers and I have indicated in this 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. Date: May 28, 2003 /s/ Robert P. Feneziani Robert P. Feneziani President and Director (Principal Executive Officer) F-15 I, Thomas D. Feneziani, certify that: 1. I have reviewed this quarterly report on form 10-QSB of AutoDataResearch.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. 6. The registrant's other certifying officers and I have indicated in this quarterly report F-16 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. Date: May 28, 2003 /s/ Thomas D. Feneziani Thomas D. Feneziani Secretary, Treasurer and Director (Principal Financial Officer) F-17 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of AutoDataResearch.com, Inc. on Form 10-QSB for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert P. Feneziani, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the 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 the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Robert P. Feneziani Robert P. Feneziani President and Director (Principal Executive Officer May 28, 2003 F-18 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of AutoDataResearch.com, Inc. on Form 10-QSB for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas D. Feneziani, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the 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 the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Thomas D. Feneziani Thomas D. Feneziani Secretary, Treasurer and Director (Principal Financial Officer) May 28, 2003 F-19