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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, 2001.
Or
[ ] Transition Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the transition period from ________ to ________.
Commission File No. 000-25275
SalesRepCentral.com, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 91-1918742
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
8930 E. Raintree Drive
Suite 100
Scottsdale, Arizona 85260
(Address of Principal Executive Offices) (Zip Code)
480-922-8444
(The Registrant's telephone number, including area code)
FORMER NAME, FORMER ADDRESS AND FORMER YEAR, IF CHANGED SINCE LAST REPORT:
Former Year - December 31, 1999
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) if 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 [ ]
As of March 31, 2001, the registrant had 15,117,512 shares of common stock
outstanding.
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SALESREPCENTRAL.COM
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2001
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements - Unaudited:
Balance Sheets as of March 31, 2001 and June 30, 2000................. 3
Statements of Operations for the three and nine months ended
March 31, 2001 and 2000............................................... 4
Statements of Changes in Stockholder's Equity for the year ended
June 30, 2000 and for the nine month period ended March 31, 2001...... 5
Statements of Cash Flows for the nine months ended March 31, 2000..... 6
Notes to Financial Statements.......................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................... 12
Item 2. Changes in Securities and Use of Proceeds........................... 12
Item 3. Defaults Upon Senior Securities..................................... 12
Item 4. Submission of Matters to a Vote of Security Holders................. 12
Item 5. Other Information................................................... 12
Item 6. Exhibits, Financial Statement Schedules and Reports on Form 8-K..... 12
Signatures ................................................................. 12
2
PART I
ITEM 1. FINANCIAL INFORMATION
SALESREPCENTRAL.COM, INC.
BALANCE SHEETS
AS OF MARCH 31, 2001 (UNAUDITED) AND JUNE 30, 2000
March 31, June 30,
2001 2000
----------- -----------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 36,121 $ 62,631
Accounts receivable-trade 516,092 --
Due from related parties 78,050 100,584
Inventory 2,819 12,075
Other current assets 5,594 12,312
----------- -----------
TOTAL CURRENT ASSETS 638,676 187,602
----------- -----------
PROPERTY AND EQUIPMENT, NET 118,742 116,150
OTHER ASSETS:
Certificate of deposit 20,000 20,000
----------- -----------
TOTAL ASSETS $ 777,418 $ 323,752
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable-trade $ 247,495 $ 125,955
Note payable-current portion 110,957 8,091
Accrued liabilities 300 20,730
Deferred revenue -- --
----------- -----------
TOTAL CURRENT LIABILITIES 358,752 154,776
LONG-TERM LIABILITIES:
Note payable-long-term portion 6,075 9,943
----------- -----------
TOTAL LIABILITIES 364,827 164,719
----------- -----------
COMMITMENTS: -- --
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 10,000,000 shares
authorized;14,525 shares issued and outstanding at
March 31, 2001 (unaudited) and June 30, 2000 15 15
Common stock$.001 par value, 24,200,000 shares
authorized;15,117,512 shares issued and outstanding at
March 31, 2001 (unaudited) and June 30, 2000 15,117 15,117
Additional paid-in capital 1,757,979 1,727,979
Accumulated deficit (1,360,520) (1,584,078)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 412,591 159,033
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 777,418 $ 323,752
=========== ===========
The Accompanying Notes are an Integral Part of the Financial Statements
3
SALESREPCENTRAL.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------- -------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
REVENUES $ 451,285 $ 22 $ 1,264,588 $ 22
COST OF REVENUES 49,987 200,880 244,288 291,652
------------ ------------ ------------ ------------
GROSS INCOME 401,298 (200,858) 1,020,300 (291,630)
------------ ------------ ------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES 309,373 203,709 805,794 428,046
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS 91,925 (404,567) 214,506 (719,676)
------------ ------------ ------------ ------------
OTHER INCOME/EXPENSE 9,144 -- 9,052 --
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 101,069 $ (404,567) $ 223,558 $ (719,676)
============ ============ ============ ============
EARNINGS (LOSS) PER COMMON SHARE
Basic $ 0.01 $ (0.03) $ 0.01 $ (0.06)
============ ============ ============ ============
Diluted $ 0.00 $ (0.03) $ 0.01 $ (0.06)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING
USED IN COMPUTATION
Basic 15,117,512 15,114,848 15,117,512 13,045,331
============ ============ ============ ============
Diluted 29,642,512 15,114,848 29,642,512 13,045,331
============ ============ ============ ============
The Accompanying Notes are an Integral Part of the Financial Statements
4
SALESREPCENTRAL.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2000 AND
FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2001 (UNAUDITED)
PREFERRED COMMON STOCK
----------------- ------------------ ADDITIONAL
SHARES AMOUNT SHARES AMOUNT PAID-IN CAPITAL
------ ------ ------ ------ ---------------
Balance at June 30, 1999 14,525 $ 15 9,798,150 $ 9,798 $ 1,240,187
Reverse merger with
Van American Capital, Ltd. -- -- 4,826,251 4,826 (4,826)
Sale of common stock -- -- 376,000 376 375,624
Collection of stock
subscription receivable -- -- -- -- --
Issuance of common stock
for services -- -- 117,111 117 116,994
Net loss for the year ended
ended June 30, 2000 -- -- -- -- --
------ ---- ---------- ------- -----------
Balance at June 30, 2000 14,525 15 15,117,512 15,117 1,727,979
Additional capital contributed -- -- -- -- 30,000
Net loss, nine month period
ended March 31, 2001 -- -- -- -- --
------ ---- ---------- ------- -----------
Balance at March 31, 2001 14,525 $ 15 15,117,512 $15,117 $ 1,757,979
====== ==== ========== ======= ===========
STOCK
SUBSCRIPTION ACCUMULATED
RECEIVABLE DEFICIT TOTAL
---------- ------- -----
Balance at June 30, 1999 $(1,130,000) $ (74,325) $ 45,675
Reverse merger with
Van American Capital, Ltd. -- -- --
Sale of common stock -- -- 376,000
Collection of stock
subscription receivable 1,130,000 -- 1,130,000
Issuance of common stock
for services -- -- 117,111
Net loss, transition period
ended June 30, 2000 -- (1,509,753) (1,509,753)
----------- ----------- -----------
Balance at June 30, 2000 -- (1,584,078) 159,033
Additional capital contributed -- -- 30,000
Net loss for the year ended
ended March 31, 2001 -- 223,558 223,558
----------- ----------- -----------
Balance at March 31, 2001 $ -- $(1,360,520) $ 412,591
=========== =========== ===========
The Accompanying Notes are an Integral Part of the Financial Statements
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SALESREPCENTRAL.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED)
NINE MONTHS ENDED
MARCH 31,
-------------------------------
2001 2000
----------- -----------
(UNAUDITED) (UNAUDITED)
CASH AND CASH EQUIVALENTS USED BY OPERATING ACTIVITIES $ (25,931) $ (725,832)
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (25,515) (88,596)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 24,936 1,449,000
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (26,510) 634,572
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 62,631 65,535
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 36,121 $ 700,107
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid $ 418 $ --
=========== ===========
The Accompanying Notes are an Integral Part of the Financial Statement
6
SALESREPCENTRAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF
OPERATIONS AND USE OF ESTIMATES:
- --------------------------------------------------------------------------------
BASIS OF PRESENTATION AND INTERIM FINANCIAL STATEMENTS
The accompanying financial statements of SalesRepCentral.com, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles ("GAAP"), pursuant to the rules and regulations of the Securities and
Exchange Commission, and are unaudited. Accordingly, they do not include all the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the results for the interim
periods presented have been made. The results for the nine-month period ended
March 31, 2001 may not be indicative of the results for the entire year. These
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-KSB/A for the fiscal year ended June 30, 2000.
EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
Basic earnings per share include no dilution and are computed by dividing income
available to common stockholders by the weighted average number of shares
outstanding for the period.
Diluted earnings per share amounts are computed based on the weighted average
number of shares actually outstanding plus the shares that would be outstanding
assuming the exercise of dilutive convertible preferred stock, all of which are
considered to be common stock equivalents.
7
SALESREPCENTRAL.COM, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 2
EARNINGS (LOSS) PER SHARE:
- --------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
----------------------------- -----------------------------
2001 2000 2001 2000
----------- ------------ ----------- ------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
BASIC EARNINGS (LOSS) PER SHARE
Net income (loss) $ 101,069 $ (404,567) $ 223,558 $ (719,676)
=========== ============ =========== ============
Weighted average number of shares
outstanding 15,117,512 15,114,848 15,117,512 13,045,331
Basic earnings (loss) per share $ 0.01 $ (0.03) $ 0.01 $ (0.06)
=========== ============ =========== ============
DILUTED EARNINGS (LOSS) PER SHARE
Net income (loss) $ 101,069 $ (404,567) $ 223,558 $ (719,676)
=========== ============ =========== ============
Weighted average number of shares
outstanding 15,117,512 15,114,848 15,117,512 13,045,331
EFFECT OF DILUTIVE SECURITIES:
Convertible perferred stock 14,525,000 -- 14,525,000 --
----------- ------------ ----------- ------------
Total common shares and assumed
conversions 29,642,512 15,114,848 29,642,512 13,045,331
=========== ============ =========== ============
Per share amount $ 0.00 $ (0.03) $ 0.01 $ (0.06)
=========== ============ =========== ============
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND RELATED NOTES CONTAINED IN THIS REPORT. THIS DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT AND SECTION 21E OF THE EXCHANGE ACT. WE MAY IDENTIFY THESE STATEMENTS BY THE
USE OF WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN" AND
SIMILAR EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS INVOLVE SEVERAL RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED
IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. THESE
FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS REPORT, AND WE
CAUTION YOU NOT TO RELY ON THESE STATEMENTS WITHOUT ALSO CONSIDERING THE RISKS
AND UNCERTAINTIES ASSOCIATED WITH THESE STATEMENTS AND OUR BUSINESS ADDRESSED IN
THIS AND OUR ANNUAL REPORT.
OVERVIEW
SalesRepCentral.com, Inc. (SalesRepCentral/The Company) was incorporated in
May of 1999. SalesRepCentral is an online sales community and content provider
of online B2B Internet resources for the corporate sales team. Our content is
specifically designed to provide comprehensive sales resources, daily training
articles, and other features that meet the needs of the sales-professional. We
have designed our products and services to enhance interaction and communication
within the sales-team by offering a complete on-line sales solution.
Our web-portal was developed exclusively for the sales community including
professional sales-representatives, sales-managers and corporate executives. The
site is designed to create a user-friendly, informative and personalized
experience while providing members with the convenience of transacting business
on-line. The portal was designed by former sales-professionals and provides all
of the latest tools used by sales-professionals to facilitate the sales process.
SalesRepCentral's web-site features 11 content "channels" offering
exclusive products and services that also provide "value-added" features
allowing the sales-professional to perform his job more effectively. Visitors to
our web-site will find comprehensive content developed specifically for the
sales-professional combining education, sales tools and resources, services and
strategic partnerships in one easy-to-use location. Other features of our
Internet-site include employment and job-placement, a full-service travel
agency, leasing and lending services and sales leads. Our web-site also provides
banner advertising, promotional spotlights and channel sponsorships.
RESULTS OF OPERATIONS:
REVENUES
Total revenues for the three months ending March 31, 2001 increased to
$451,285 compared to $22 for the three months ending March 31, 2000. For the
nine months ending March 31, 2001, total revenues increased to $1,264,588
compared to $22 for the nine months ending March 31, 2000. SalesRepCentral
commenced operations in May of 1999 and the increase in revenues reflects the
ramping-up of operating activities in the Company's second year of operations.
The major components of revenue for the three and nine month periods ending
March 31, 2001 are broken out as follows:
9
THREE MONTHS ENDING MARCH 31, 2001
* $37,689 or 8.4% of total revenues were generated from The Company's
travel related services.
* $413,596 or 91.6% of total revenues were generated from The Company's
web related services.
NINE MONTHS ENDING MARCH 31, 2001
* $107,968 or 8.5% of total revenues were generated from The Company's
travel related services.
* $1,156,620 or 91.5% of total revenues were generated from The
Company's web related services.
COST-OF-SALES
Total cost-of-sales for the three months ending March 31, 2001 decreased to
$49,987 from $200,880 for the three months ending March 31, 2000, a reduction of
75%. For the nine months ending March 31, 2001, total cost-of-sales decreased to
$244,288 from $291,652 for the nine-month period ending March 31, 2000, a
decrease of 16%. The major components of cost-of-sales for the three and nine
month periods ending March 31, 2001 are broken out as follows:
THREE MONTHS ENDING MARCH 31, 2001
* $18,076 or 36.2% of total cost-of-sales were generated from The
Company's travel related activities.
* $31,911 or 63.8% of total cost-of-sales were generated from The
Company's web related activities.
NINE MONTHS ENDING MARCH 31, 2001
* $49,519 or 20.3% of total cost-of-sales were generated from The
Company's travel related services.
* $194,769 or 79.7% of total cost-of-sales were generated from The
Company's web related services.
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and administrative expenses for the three months ending March
31, 2001 were $309,373 compared to $203,709 for the three months ending March
31, 2000, an increase of 52%. Total general and administrative expenses for the
nine months ending March 31, 2001 were $805,794 compared to $428,046 for the
nine months ending March 31, 2000, an increase of 88%. The major components of
general and administrative expense for the three and nine month periods ending
March 31, 2001 are broken out as follows:
THREE MONTHS ENDING MARCH 31, 2001
* $123,525 or 39.9% was incurred for advertising and promotional
activities.
* $14,912 or 4.8% was incurred for Insurance related costs.
* $73,757 or 23.8% was incurred for salaries and benefits.
* $19,749 or 6.4% was incurred for legal, accounting and consulting
fees.
* $10,500 or 3.4% was incurred for facilities rent.
* $17,578 or 5.7% was incurred for travel related expenses.
* $49,352 or 16.0% was incurred for other miscellaneous expenses.
10
NINE MONTHS ENDING MARCH 31, 2001
* $178,640 or 22.2% was incurred for advertising and promotional
activities.
* $25,657 or 3.2% was incurred for Insurance related costs.
* $249,381 or 30.9% was incurred for salaries and benefits.
* $73,843 or 9.2% was incurred for legal, accounting and consulting
fees.
* $57,979 or 7.2% was incurred for facilities rent.
* $45,227 or 5.6% was incurred for travel related expenses.
* $22,511 or 2.8% was incurred for telephone expense.
* $152,556 or 18.9% was incurred for other miscellaneous expenses.
NET INCOME
The Company's net income for the three months ending March 31, 2001 was
$101,069 compared to a net loss of $404,567 for the three months ending March
31, 2000, an increase of $505,636. The Company's net income for the nine months
ending March 31, 2001 was $223,558 compared to a net loss of $719,676 for the
nine months ending March 31, 2000. This is an increase of $943,234 in net income
between the two periods. The increase in net income for the three and nine month
periods ended March 31, 1999 is due to the continued growth in users of The
Company's travel related services as well as strong user growth in The Company's
web related products and services.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, SalesRepCentral has financed operations primarily through
the private sales of equity. At March 31, 2001, the principal sources of
liquidity were $36,121 in cash and $516,092 in trade receivables as compared to
$62,631 in cash at June 30, 2000. We believe that we have the financial
resources and sales activity needed to meet our presently anticipated business
requirements, including capital expenditures and strategic operating programs
for the current year. Thereafter, if cash generated by operations is
insufficient to satisfy our liquidity requirements, we may need to seek
alternative financing such as selling additional equity or debt securities or
obtaining additional credit facilities. However, depending on market conditions,
we may consider alternative financing even if our financial resources are
adequate to meet presently anticipated business requirements. The sale of
additional equity or convertible debt securities may result in additional
dilution to our stockholders. Financing may not be available on terms acceptable
to us or at all.
11
PART II
ITEM 1. LEGAL PROCEEDINGS
SalesRepCentral was not involved in any legal proceedings during the period
covered by this filing.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
We did not enter into any agreements, which would result in the sale or
issuance of any potentially dilutive securities during the period covered by
this filing.
ITEM 3. ADDITIONAL CONTRIBUTED CAPITAL
Additional investment capital in the amount of $30,000 was contributed
during the current quarter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY VOTERS
No matters were submitted to a vote of security holders during the period
covered by this filing.
ITEM 5. OTHER INFORMATION
Item not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: MAY 11, 2001 SALESREPCENTRAL.COM
By: /s/ Ralph Massetti
-------------------------------------
Ralph Massetti
President and Chief Executive Officer
12