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 May 31, 2000.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.
Commission File No: __000-23559__
SUNBURST ACQUISITIONS III, INC.
---------------------------------------
(Name of small business in its charter)
Colorado 84-14320001
- ---------------------- -----------------------
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
4807 South Zang Way Morrison, Colorado 80465
- -------------------------------------------------------------------
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 979-2404
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 _____
At 5/31/00 the following shares of common were outstanding: Common Stock,
no par value, 33,303,840 shares.
Transitional Small Business Disclosure
Format (Check one):
Yes _____ No __X__
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The financial statements of registrant for the
three months ended May 31, 2000, follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.
SUNBURST ACQUISITIONS III, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended May 31, 2000
CONTENTS
Balance Sheet 1
Statements of Operations 2
Statements of Cash Flows 3
Notes to Financial Statements 4
Sunburst Acquisitions III, Inc.
(A Development Stage Company)
BALANCE SHEET
May 31, 2000
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 338
Notes Receivable 2,000,000
----------
Total current assets 2,000,338
TOTAL ASSETS $ 2,000,338
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 15,906
----------
Total current liabilities 15,906
STOCKHOLDERS' EQUITY
Preferred stock, no par value
20,000,000 shares authorized;
80,000 shares issued and outstanding -
Common stock, no par value;
100,000,000 shares authorized;
33,303,840 shares issued and
outstanding 2,020,435
Additional paid-in capital 3,094
Deficit accumulated
during the
development stage (39,097)
---------
Total stockholders' equity 1,984,432
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 2,000,338
=========
The accompanying notes are an integral part of the financial statements.
1
Sunburst Acquisitions III, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the
period from
inception
(August 27, For the three For the nine
1997) to months ended months ended
May 31, May 31, May 31,
2000 2000 1999 2000 1999
----------- --------- --------- --------- --------
REVENUES $ - $ - $ - $ - $ -
----------- --------- --------- --------- ---------
EXPENSES
Amortization 300 - 15 - 45
Consulting fees 4,935 - - - -
General office 967 - - 163 20
Legal fees 14,927 6,881 343 7,442 3,201
Professional fees 11,681 2,712 380 7,267 1,910
Rent 1,650 150 150 450 450
Taxes and licenses 107 - - - -
Transfer agent 4,530 250 583 2,504 1,151
----------- --------- --------- --------- ---------
Total expense 39,097 9,993 1,471 17,826 6,777
----------- --------- --------- --------- ---------
NET LOSS (39,097) (9,993) (1,471) (17,826) (6,777)
Accumulated deficit
Balance, Beginning
of period - (29,104) (17,546) (21,271) (12,240)
----------- --------- --------- --------- ---------
Balance,
End of period $ (39,097) $ (39,097) $ (19,017) (39,097) (19,017)
=========== ========= ========= ========= =========
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) $ (NIL) $ (NIL)
=========== ========= ========= ========= =========
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK AND COMMON STOCK
EQUIVALENTS
OUTSTANDING 35,394,563 33,303,840 2,495,000 33,355,047 2,329,066
=========== ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements.
2
Sunburst Acquisitions III, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period
from inception
(August 27, For the nine For the nine
1997) to months ended months ended
May 31, May 31, May 31,
2000 2000 1999
--------------- ------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (39,097) $ (17,826) $ (6,777)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization expense 300 - 45
Rent expense 1,650 450 450
Stock issued for
consulting fees 4,935 - -
Decrease in prepaid expenses - - 474
Increase in accounts receivable - - 103
Increase (decrease) in
accounts payable 15,906 14,758 (195)
Increase in accounts payable
- related party - - 342
-------------- ------------- -----------
Net cash used by
operating activities (16,306) (2,618) (5,558)
CASH FLOWS FROM
INVESTING ACTIVITIES
Increase in organization costs (300) - -
-------------- ------------- -----------
Net cash used by
investing activities (300) - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Cash contributed by stockholder 1,444 1,444 -
Issuance of common stock 7,500 - 7,500
Issuance of preferred
stock 8,000 - -
----------- ------------- -----------
Net cash provided
financing activities 16,944 1,444 7,500
----------- ------------- -------------
Net increase (decrease)
in cash and cash
equivalents 338 (1,174) 1,942
CASH AND CASH EQUIVALENTS,
Beginning of Period - 1,512 973
----------- ------------- -----------
CASH AND CASH EQUIVALENTS,
End of Period $ 338 $ 338 $ 2,915
=========== ============= ===========
The accompanying notes are an integral part of the financial statements.
3
Sunburst Acquisitions III, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2000
1. Management's Representation of Interim Financial Information
------------------------------------------------------------
The accompanying financial statements have been prepared by Sunburst
Acquisitions III, Inc. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the opinion
of management, are necessary to a fair presentation of financial position and
results of operations. All such adjustments are of a normal and recurring
nature. These financial statements should be read in conjunction with the
audited financial statements at August 31, 1999.
2. Filing
- ------
On April 6, 2000 the Company filed form 15-12G with the Securities and
Exchange Commission for certification of termination of registration.
Effectively, form 15-12G would end periodic filing by the Company. The
filing was revoked, however, and periodic filing will continue.
4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS.
Liquidity and Capital Resources
As of the quarter ended November 30, 1999, the Company had decided to end the
Agreement and Plan of Reorganization with Workseek.com and American
Recruitment. However, the Company has decided not to dissolve. Sufficient
capital and liquidity have been maintained to continue operations, partly due
to payments made by a stockholder to cover business expenses. The Company
plans now to salvage a business agreement with American Recruitment. The
Company's balance sheet for the period ending May 31, 2000, reflects a current
asset value of $2,000,338 and a total asset value of $2,000,338, primarily in
the form of notes receivable from Workseek.com and American Recruitment.
Although these notes are currently in default by their terms, management
believes there will be opportunity by the Company to realize its investment
through negotiation with financing sources for Workseek.
The Company's business plan is to foster a relationship with American
Recruitment. If American Recruitment cannot provide sufficient funding for the
eventual merger, it is unlikely that the Company will be able to continue
operations. In addition, the Company cannot predict whether capital resources
and liquidity will continue to be sufficient following the merger if the
resulting entity suffers an operating loss.
Results of Operations
During the period from August 27, 1997 (inception) through
May 31, 2000, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital, preparation
for registration of its securities under the Securities Exchange Act of
1934, as amended and negotiation of the acquisition of Workseek. No revenues
were received by the Company during this period.
For the quarter and nine months ended May 31, 2000, the Company
incurred losses of $(9,993) and $(17,826), respectively, as compared to
losses of $(1,471) and $(6,777) for the quarter and nine months ended
May 31, 1999. The differences in losses for the quarters and nine
months ended May 31, 2000 and 1999 are primarily attributable to timing
differences of expenses incurred in the compliance with reporting
requirements, and general and administrative expenses related to Workseek.
For the current fiscal year, the Company anticipates incurring
additional losses as a result of organizational expenses, expenses
associated with registration under the Securities Exchange Act of 1934, and
expenses associated with solidifying the business arrangement with American
Recruitment. The Company anticipates that until a business combination is
completed, it will not generate revenues.
Need for Additional Financing
The Company believes that its existing capital will temporarily be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, for as long as current liquidity and stockholder
contributions can sustain operations. Accordingly, in the event the Company is
able to attempt a business combination during this period, there is no
assurance that the available funds will ultimately prove to be adequate to
allow it to complete a business combination, and once a business combination is
completed, the Company's needs for additional financing are likely to increase
substantially.
No commitments to provide additional funds have been made by
management or other stockholders. Accordingly, there can be no
assurance that any additional funds will be available to the Company to
allow it to cover its expenses.
Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company
might seek to compensate providers of services by issuances of stock in
lieu of cash.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
There have been no reports on Form 8-K for the quarter ending
May 31, 2000.
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.
SUNBURST ACQUISITIONS III, INC.
(Registrant)
Date: June 21, 2000
/s/
Michael R. Quinn, Secretary/Treasurer