1
U.S. 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: March 31, 2000
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission File No. 0-96988
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Net-Matrix Limited
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(Exact name of small business issuer as
specified in its charter)
British Virgin Islands N/A
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Room 1806, Hutchison House
10 Harcourt Road, Central
Hong Kong
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(Address of principal executive offices)
(852) 2802-3638
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(Issuer's telephone number)
Not Applicable
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(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 No X
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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:
10,000,000 common stock, $.0001 par value
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Transitional Small Business Disclosure Format (check one).
Yes No X
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2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and pursuant to the rules and regulations of the Securities
and Exchange Commission. While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements included in the Company's registration statement filed
on Form 20-F on November 11, 1999, as amended on February 11, 2000.
Net-Matrix Limited
(a development stage company)
BALANCE SHEET AS OF MARCH 31, 2000
December 31, March 31,
1999 2000
Unaudited Unaudited
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Assets
Current assets
Cash and cash equivalents $1,000 $ 1,000
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Total current assets $1,000 $ 1,000
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capital assets -0- -0-
Other assets -0- -0-
Excess of purchase paid over book values -0- -0-
Security deposits -0- -0-
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Total other assets -0- -0-
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Total assets $1,000 $ 1,000
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Liability and Stockholders' Deficit
Current liabilities
Accounts payable and accrued expenses $8,680 $12,675
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Total liabilities $8,680 $12,675
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Stockholders' deficit
Class A stock-$.0001 par value,
authorized 400,000,000 shares
The number of Class A shares outstanding
at March 31, 2000 was 10,000,000 1,000 1,000
Class B stock-$.0001 par value,
authorized 100,000,000 shares
The number of Class B shares outstanding
at March 31, 2000 was 0 0 0
Additional paid in capital 100 100
Accumulated deficit during development stage 8,780 12,775
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Total stockholders' deficit $7,680 11,675
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Total liabilities and stockholders' deficit 1,000 1,000
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Net-Matrix Limited
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
For the For the For the
quarter ended quarter ended quarter ended
December 31, December 31, March 31,
1998 1999 2000
Unaudited Unaudited Unaudited
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Income $ -0- $ -0- $ -0-
Costs of goods sold -0- -0- -0-
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Gross profit -0- -0- -0-
operations:
General and
administration -0- $ (3,680) $ (3,995)
Depreciation and
amortization -0- -0- -0-
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Total expense $ (3,680) $ (3,995)
Net Profit (Loss)
from operations $ (0) $ (3,680) $ (3,995)
Net income (Loss) per
share-basic $ (0) 0.04 cents 0.04 cents
Total number of
shares outstanding -0- 10,000,000 10,000,000
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Net-Matrix Limited
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the For the For the
quarter quarter quarter
ended ended ended
December 31, December 31, March 31,
1998 1999 2000
Unaudited Unaudited Unaudited
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Cash Flows from Operating Activities
Net profit (loss) $0 $(3,680) $(3,995)
Increase in accrued liabilities 0 3,680 3,995
Depreciation and amortization 0 0 0
Non-cash transactions
officer loans 0 0 0
Total Cash Flows from Operations 0 0 0
Cash Flows from Financing Activities
Sale of stock 0 0 0
Total Cash Flows from Financing Activities 0 0 0
Cash Flows from Investing Activities
Capital assets 0 0 0
Loan receivable
Security deposit 0 0 0
Total Cash Flows from Investing Activities 0 0 0
Net Increase (Decrease) in Cash 0 0 0
Cash Balance Beginning of Period 0 $ 1,000 $ 1,000
Cash Balance End of Period 0 $ 1,000 $ 1,000
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
1. Forward-Looking Statements
The statements contained in this Report on Form 10-QSB that are not
historical facts are forward-looking statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995) that involve risks
and uncertainties. Such forward-looking statements may be identified by,
among other things, the use of forward-looking terminology such as
"believes," "expects," "may," " should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. From time to
time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in various filings made by the Company with the
Securities and Exchange Commission (the "SEC"), or press releases or oral
statements made by or with the approval of an authorized executive officer
of the Company. These forward-looking statements, such as statements
regarding anticipated future revenues, capital expenditures, Year 2000
compliance and other statements regarding matters that are not historical
facts, involve predictions. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or
implied by, these forward-looking statements. Potential risks and
uncertainties that could affect the Company's future operating results
include, but are not limited to: (i) economic conditions, including
economic conditions related to entry into any new business venture; (ii)
the availability of equipment from the Company's vendors at current prices
and levels; (iii) the intense competition in the markets for the Company's
new products and services; (iv) the Company's ability to integrate acquired
companies and businesses in a cost-effective manner; (v) the Company's
ability to effectively implement its branding strategy; and (vi) the
Company's ability to develop, market, provide, and achieve market
acceptance of new service offerings to new and existing clients.
2. Development stage activities.
The Company has been a development stage enterprise since its
incorporation on September 15, 1999 and for the three months ended March
31, 2000. During this period, management had devoted the majority of its
efforts to registering with the Securities and Exchange Commission pursuant
to Sections 12(b) or (g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Company has incurred liabilities in the amount of
$12,675 through March 31, 2000. These additional liabilities are owed to
the Company's outside legal counsel for the performance of services.
Outside legal counsel provided legal advice relating to the formation of
the Company and the finalization of its registration statement with the
Securities and Exchange Commission. The Company expects additional legal
fees of at least $2,000 will be due and payable in the next fiscal quarter.
The Company has not yet generated sufficient revenues during its limited
history to fund its expenses.
The Company operates on a fiscal year ending September 30.
3. Results of operations for the period from December 31, 1999 through
March 31, 2000
For the quarterly period from December 31, 1999 through March 31,
2000, the Company generated net sales of approximately $-0-.
The Company's gross profit on sales was approximately -0-% for the
quarterly period from December 31, 1999 through March 31, 2000.
The Company's overhead costs aggregated approximately $-0- for the
quarterly period from December 31, 1999 through March 31, 2000.
The Company incurred expenses totaling approximately $3,995 for the
quarterly period from December 31, 1999 through March 31, 2000.
4. Liquidity and capital resources.
The Company has maintained its liquidity of $1,000 from a cash balance
at the Company's incorporation. The Company has been funded through the
process of selling shares of common stock in a private placement
aggregating $1,000.
The Company did not expend any funds from December 31, 1999 through
March 31, 2000. The Company has, however, incurred expenses and additional
liabilities totaling $3,995 from December 31, 1999 through March 31, 2000.
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred net losses of $3,995 for the period from December 31, 1999 to
March 31, 2000. These factors indicate that the Company's continuation as a
going concern is dependent upon its ability to obtain adequate financing.
The Company will require substantial additional funds to finance its
business activities on an ongoing basis and will have a continuing
long-term need to obtain additional financing. The Company plans to engage
in such ongoing financing efforts on a continuing basis.
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RESULTS OF 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 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 three months
ended March 31, 2000.
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.
Net-Matrix Limited
(Registrant)
Date: May 12, 2000 By: /s/ Kevin Sheung Wai Chan
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Director
By: /s/ Silas Sheung Kwan Chan
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Director and Secretary