U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 1999
Commission file number 0-26997
E-FINANCIAL DEPOT.COM, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 33-0809711
(State of Incorporation) (IRS Employer Identification No.)
1005-750 W. PENDER VANCOUVER , BC V6C 2T8
(Address of Principal Executive Offices)
(877)739-3812
Issuer's Telephone Number
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 x No ___
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 12,500,000 shares of Common
Stock ($.001 par value) as of November 16, 1999.
Transitional small business disclosure format: Yes No x
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E-FINANCIAL DEPOT.COM, INC.
Quarterly Report on Form 10-QSB for the
Quarterly Period Ending September 30, 1999
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Consolidated Statements of Operations:
Three Months Ended September 30, 1999 and 1998;
Nine Months Ended September 30, 1999 and 1998
Consolidated Balance Sheets:
September 30, 1999 and December 31, 1998
Consolidated Statements of Cash Flows:
Nine months ended September 30, 1999 and 1998
Notes to Consolidated Financial Statements:
September 30, 1999
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
E-FINANCIAL DEPOT.COM, INC.
CONSOLIDATED STATEMENTS OF LOSSES
(Unaudited)
Three Months ended Sep 30 Nine Months ended Sep 30
1999 1998 1999 1998
Revenues 288,207 -0- 880,182 -0-
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Total Revenue $288,207 -0- $880,182 -0-
-------- --------
Cost and Expenses:
Consulting fees 20,700 -0- 57,773 -0-
Professional fees 1,345 -0- 2,845 -0-
Salaries and wages 29,220 -0- 89,078 -0-
General & administrative expenses 13,220 -0- 42,167 -0-
Bad debt expense 238,770 -0- 238,770 -0-
Newswire - -0- 7,890 -0-
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Total expenses 303,255 -0- 438,523 -0-
Net ordinary Income (Loss) Before Taxes <15,048> -0- 442,013 -0-
Realized gain on sale of securities 9,525 -0- 28,667 -0-
Net Income (Loss) Before Taxes <5,523> 470,326 -0-
----------------- -------------------
Income tax benefit (expense) -0- -0- (122,097) -0-
----------------- -------------------
Net Income (Loss) $<5,523> -0- $348,229 -0-
================= ===================
Income (Loss) per common share <$0.01> -0- -0- $0.61 $0.00
Weighted average common shares outstanding 722,222 500,000 574,074 500,000
The accompanying notes are an integral part of these statements.
E-FINANCIAL DEPOT.COM, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
Sep 30, 1999 December 31, 1998
ASSETS (unaudited) (audited)
Current Assets
Cash 209 0
Accounts receivable 257,019 0
-------
Property & equipment, Net 35,175 0
------
Other Assets
Investments - Securities 210,795 0
-------
Total other Assets 210,795 0
-------
Total Assets 502,990 0
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes Payable 46,614 0
------ -
Total current liabilities 46,614 0
------ -
Total liabilities 46,614 0
------
Shareholders Equity
Preferred stock 10,000,000
Shares authorized $.001 par
Value, none issued and outstanding
Common stock 20,000,000
shares authorized $.001 par value
500,000 issued at December 31, 1999 2,500 500
2,500,000 shares issued at September 30, 1999
Additional paid in capital 456,376 1,410
Retained earnings 72,302 <1,910>
Unrealized loss on available-for-sale securities <74,802>
NET SHAREHOLDERS EQUITY 502,990 0
------- -
The accompanying notes are an integral part of these statements.
E-FINANCIAL DEPOT.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30,
1999 1998
---- ----
Cash flows from operating activities:
Net income from operating activities $ 468,726 0
Adjustments to reconcile net income to net cash:
Depreciation 1,600 0
Gain sale of securities 0
(28,667)
Available-for-sale securities exchanged for services (282,960) 0
Change in: Receivables (233,110) 0
Accounts payable (924) 0
Net cash used in operating activities ---------
(75,335)
Cash flows used in investing activities:
Capital expenditures (7,462) 0
Proceeds from available-for-sale securities 56,704 0
Cash acquired in merger 6,436 0
---------
Net cash provided by investing activities 55,678
Cash flows (used) provided in financing activities:
Proceeds from notes payable 19,866 0
---------
Net cash provided by financing activities 19,866 0
---------
Net increase (decrease) 209
Cash and cash equivalents at January 1 -
---------
Cash and cash equivalents at June 30 $ 209
=========
Supplemental Disclosure of Cash Flow Information:
- -------------------------------------------------
Cash paid during the period for interest $ -
Supplemental Disclosure of Noncash Transactions:
- ------------------------------------------------
Available-for-sale securities exchanged for services $ 350 0
The accompanying notes are an integral part of these financial statements
E-FINANCIAL DEPOT.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
General
- -------
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB, and therefore, do not
include all the information necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's December 31, 1998 annual report
included in SEC Form 10-SB.
Basis of Presentation
- ---------------------
On September 20, 1999 RJI Ventures, Inc., formerly Talk Stock With Me, Inc.
("RJI") a Nevada Corporation completed a Stock Exchange Agreement with the
Company. From inception, until the date of the exchange, the Company was an
inactive corporation with no assets and liabilities. Subsequent to the exchange,
the resulted merged corporation was re-named e-Financial Depot.Com, Inc.
("e-Financial or the "Company").
Effective with the exchange, all previously outstanding common stock, preferred
stock, options and warrants owned by RJI stockholders were exchanged for an
aggregate of 2,000,000 shares of the Company's common stock.
RJI was incorporated in November, 1998 and began operations in the first quarter
of 1999. RJI develops, markets and operates an internet web site devoted to the
research of U.S. and Canadian equity issues. The accompanying condensed
financial statements include the accounts of the Company and its wholly owned
subsidiary, RJI from January 1, 1999 through September 30, 1999.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires 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 revenue and expenses during the reporting period. Actual
results could differ significantly from those estimates.
Item 2.
Company Overview:
- -----------------
e-financial depot.com., Inc. (the Company) is filing its first ever IOQ for the
quarter ended Sept. 30, 1999.
The company is the result of a name change from Ballynagee Acquisition Corp. and
a symbol change from BYNG to FDPO. The newly named company trades on the OTC: BB
as FDPO (OTC:BB).
The Company is in its first year of business and as can be seen from the
financial statements is moderately profitable on accelerating revenues. The
Company has an aggressive acquisition and growth oriented business plan which
will need to be financed in order to be accomplished. To date, there are no firm
financial plans in place.
The Company has sufficient cash to operate its existing business for the next
twelve months given that the valuation of the marketable securities can be
realized. However the aggressive growth foreseen in the business model will
require funding, and therefore the raising of funds, in order to be achieved.
The Company is completing the build out on a full service financial destination
currently scheduled to launch in early January 2000. The full service,
interactive site is being designed to provide a full range of financial services
including extensive investor education, unbiased streaming news, full service
investment support, on-line trading, estate planning, life insurance, mortgage
banking, commentary on line radio. Programming will vary monthly but will look
for high interest items for Talk Stock subscriber group (currently in excess of
480,000 members). The Company intends to build a complete source for financial
education into the destination.
The growth of e-financial depot.com is forecast initially to be at rates well in
excess of those currently supporting internet based e-commerce application. As
with all e-commerce sites there is an inherent uncertainty as to volume. Instant
scalability is one of the internet advantages, but it is equally possible to
lose volume due to poor quality or items of low interest or of too high a
specialization. The Company is mindful of the pitfalls and is working to ensure
success in this dynamic environment.
It is highly probable the Company's aggressive growth model will be interrupted
by a need for consolidation. While the current and foreseeable management
structure is augmented by solid specialized consultants with broad geographic
experience, the reaches of the business plans could need to pause and then
continue the aggressive growth in shareholder value.
The material changes confronting the Company at this time are all likely as a
consequence of executing the business plan or the financing thereof. It is too
early to speak to any standard measures of shareholder value.
These should however be present in future reports.
The Company may suffer some seasonal or cyclical downturns which may be
associated with North American or World stock market volumes. Similarly,
financial markets broadly will have an effect on the Company's ability to
deliver shareholder value.
The Company intends to finalize an incentive stock option plan in the quarter
ending December 31, 1999. The Company intends to have all key employees and
consultants sharing, in a responsible way, in their contributions to the
development of e-financial depot.com
Management's Discussion and Analysis of
- ----------------------------------------
Financial Condition and Results of Operations
----------------------------------------------
Nine Months Ended September 30, 1999 and 1998
---------------------------------------------
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto, included elsewhere within
this Report.
Results of Operations
- ---------------------
The Company's revenues increased by $880,182 for the nine months ended September
30, 1999, from no revenues during the same period in 1998. Revenues consist of
primarily fees for consulting services and the sale of equity issues received in
connection with providing services to client companies and organizations. The
increase was as a result of the Company's acquisition of RJI in 1999, which was
formed in late 1998 and began operations in 1999. The Company was in the
development stage and had no operations during the first nine months of 1998.
The Company's revenues increased by $288,207 to $880,182 for the third quarter
of 1999, from no revenues during the same period in 1998. Revenues consist of
primarily fees for consulting services and the sale of equity issues received in
connection with providing services to client companies and organizations. The
increase was as a result of the Company's acquisition of RJI in 1999, which was
formed in late 1998 and began operations in 1999. The Company was in the
development stage and had no operations during the third quarter of 1998.
The Company's expenses increased $ 438,523 for the first nine months of 1999 as
compared to the same period in 1998. Expenses consist of primarily of
compensation for services, marketing and promotion. The increase was as a result
of the Company's acquisition of RJI in 1999, which was formed in late 1998 and
began operating in 1999. The Company was in the development stage and had no
operations during the first nine months of 1998.
The Company's expenses increased $303,255 for the third quarter of 1999 compared
to the same period in 1998. Expenses consist of primarily of compensation for
services, marketing and promotion. The increase was as a result of the Company's
acquisition of RJI in 1999, which was formed in late 1998 and began operations
in 1999. The Company was in the development stage and had no operations during
the third quarter of 1998. During the quarter, new management did an in-depth
analysis of the accounts receivable of Talk-Stock and consequently $238,770 of
receivables were written off during the quarter.
Liquidity and Capital Resources
- -------------------------------
The Company's balance sheet at September 30, 1999 reflects working capital of
$421,409.
While the Company has borrowed funds from officers and shareholders to meet its
short-term working capital needs, additional financing is required in order to
implement the Company's business plan and achieve sustained profitability. The
Company is seeking financing in the form of equity from private investors in
order to provide working capital. There are no assurances the Company will be
successful in raising the funds required.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
In April 1997, the Company issued 450,000 shares of common stock at a price of
$.001 per share to its founders. The Company also issued 50,000 shares of common
stock at a price of $.001 per share in a limited private placement to
approximately 50 investors.
On September 20, 1999 the Company issued an aggregate of 2,000,000 shares of
common stock to the shareholders of Talk Stock with Me, Inc. causing the Company
to become the sole shareholder of RJI Ventures, Inc. (formerly Talk Stock with
Me,Inc.)
On October 13, 1999, the company announced the approval of a
four-shares-for-every-one-share stock dividend on its common stock (resulting in
five total shares in place of one share after the stock dividend). The record
date for the stock dividend was October 14, 1999.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
At December 31, 1998, the Company's authorized capital stock was 20,000,000
shares of common stock, par value $0.001 per share and 10,000,000 shares of
preferred stock, par value $.001 per share. On that date the Company had
outstanding 500,000 shares of common stock and no shares of preferred stock.
On November 2, 1999 the Company's stockholders unanimously approved, through
written consent, to amend the Company's certificate of incorporation to (i)
increase the capital stock to 110,000,000 shares from 30,000,000 shares, which
included an increase of the authorized shares of common stock, par value $0.001
per share, to 100,000,000 shares from 20,000,000 shares, and (ii) change the
name of the Company to e-Financial Depot.com, Inc.
For the proposal to increase the authorized capital stock, 2,750,000 affirmative
votes and no negative votes were cast. For the proposal to change the Company's
name, 2,750,000 affirmative votes and no negative votes were cast.
Item 5. Other Information.
On November 2, 1999 the Company amended its articles of incorporation to change
its name to e-Financial Depot.Com, Inc. The Company's new address is 1005-750
West Pender Street, Vancouver, BC, Canada V6C 2T8. The Company's telephone
number is 877-739-3812.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibit is attached, as required by Item 601 of
Regulations SB. Exhibit 3(I) Amendment to Articles of Incorporation
dated November 2, 1999.
(b) Reports on Form 8-K during the quarter ended September 30, 1999:
A current report on Form 8-K, dated October 1, 1999, was filed by the Company
to report a transaction under item 1, Changes in Control of Registrant, Item 2,
Acquisition or Disposition of Assets, and Item 7, Financial Statements and
Exhibits.
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.
E.-FINANCIAL DEPOT.COM, INC.
Registrant
November 19, 1999 By: /s/ John Huguet
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Date John Huguet
President