UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 30549 FORM 10-QSB (MarkOne) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [ ] TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to ---------- ----------- Commission file number: 0-28363 ------- Inet Commerce Conduit Corporation ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Florida 65-0705830 - ------------------------------- ------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 615 Mount Pleasant Road, Suite 318, Toronto, Ontario, Canada M453C5 - ------------------------------------------------------------------- (Address of principal executive offices) (416) 482-3191 --------------------------- (Issuer's telephone number) --------------------------------------------------- (Former name, former address and former fiscal year (if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a Court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares outstanding of each of the issuer's classes of common equity, as of November 2, 2000 was 6,517,200 shares of common stock. Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ] INDEX Page Number ------ Part I. Financial Information Item 1. Financial Statements Balance Sheet as of September 30, 2000 3 Comparative Statement of Income, Three Months ended September 30, 2000 and 1999 and the Nine Months Then Ended 4 Statement of Changes in Stockholders' Equity, Nine Months Ended September 30, 2000 5 Statements of Cash Flows, Nine Months Ended September 30, 2000 and 1999 6 Notes to Financial Statements 7 Item 2. Plan of Operation 9 Part II. Other Information Item 1. Legal Proceedings 10 Item 2. Changes in Securities 10 Item 3. Defaults in Senior Securities 10 Item 4. Submission of Matters to a Vote of Securities Holders 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 2 Inet Commerce Conduit Corp. Balance Sheet (A Development Stage Company) September 30, 2000 ASSETS Cash $170,867 Deposits 6,750 -------- TOTAL ASSETS $177,617 ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: TOTAL LIABILITIES $ 0 STOCKHOLDERS' EQUITY Common stock - par value $.001, authorized 50,000,000 shares; issued and outstanding 6,517,200 shares. $ 6,517 Additional Paid-in Capital 308,643 Accumulated Deficit (137,543) -------- TOTAL STOCKHOLDERS' EQUITY 177,617 -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $177,617 ======== 3 Inet Commerce Conduit Corp. Comparative Statement of Income (A Development Stage Company) Three Months Ended September 30, 2000 and 1999 and the Nine Months Then Ended Three Months Three Months Nine Months Nine Months 9/30/00 9/30/99 9/30/00 9/30/99 REVENUES: -------- -------- -------- -------- TOTAL REVENUES $ 0 $ 0 $ 0 $ 0 EXPENSES DEVELOPMENT STAGE EXPENSES (7,301) 0 (50,467) (49,349) -------- -------- -------- -------- NET LOSS $ (7,301) $ 0 $(50,547) $(49,349) ======== ======== ======== ======== NET LOSS PER SHARE $ (0.001) $ (0.000) $ (0.008) $ (0.008) ======== ======== ======== ======== WEIGHTED AVERAGE COMMON SHARES OUTSTNADING 6,517,200 6,517,200 6,517,200 6,517,200 ========= ========= ========= ========= 4 Inet Commerce Conduit Corporation Statement of Changes in Stockholders' Equity For the Nine Months Ended September, 2000 Common Stock Par Value $.001 Additional Total ------------------------- Paid-In Retained Stockholders' Shares Amount Capital Earnings Equity -------- -------- ---------- ----------- ------------- Balance at January 1, 1999 517,200 $ 517 $ 14,643 $ (32,249) $ (17,089) Common stock issued in connection with 504 offering 6,000,000 6,000 294,000 300,000 Net Loss 1999 (54,827) (54,827) ------------------------------------------------------------------------------ Balance at December 31, 1999 6,517,200 6,517 308,643 (87,076) 228,084 Net Loss September 30, 2000 (50,467) (50,467) ------------------------------------------------------------------------------ Balance at September 30, 2000 6,517,200 6,517 308,643 (137,543) 177,617 ============================================================================== 5 Inet Commerce Conduit Corp. Statements of Cash Flows For the Nine Months Ended September 30, 2000 and 1999 2000 1999 --------- --------- Cash flows from operating activities: Net Loss $(50,467) $(49,348) Adjustments to reconcile net loss to net cash provided by operating activities: Deposits (70,000) Accounts Payable (81) (12,867) -------- -------- Net cash utilized by operating activities (50,548) (132,215) Cash flows from investing activities: Net cash utilized by investing activities 0 0 Cash flows from financing activities: Proceeds from issuance of common stock 0 300,000 -------- -------- Net cash provided from financing activities 0 300,000 -------- -------- Net Increase in Cash (50,548) 167,785 Cash & Cash Equivalents balance at January 1, 221,417 0 -------- -------- Cash & Cash Equivalents balance at September 30, $170,869 $167,785 ======== ======== 6 Inet Commerce Conduit Corp. (A Development Stage Company) Notes to the Financial Statements NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business and Organization - ------------------------- Inet Commerce Conduit Corp. (the "Company"), a development stage company, was incorporated in the State of Florida on September 20, 1996 as Cosmetics Consultants Corp. for the purpose of marketing sales and support services to retailers of cosmetic companies. In November of 1999 the Company changed its activities to acting as a consultant to internet related enterprises that are seeking capital. On November 25, 1996, Cosmetics Consultants Corp. changed its name to Lomillo Consultants Corp. On July 17, 1997, the Company amended and restated its articles of incorporation and changed its name to Inet Commerce Conduit Corp. Development Stage - ----------------- The Company has operated as a development stage enterprise since its inception by devoting substantially all its efforts to the ongoing development of the Company. Accounting Method - ----------------- The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year end of December 31. Loss per Share - -------------- The computation of loss per share of common stock is based upon the weighted average common shares outstanding during each period. Development Stage - ----------------- The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to the ongoing development of the Company. NOTE 2 - DEPOSITS This represents an amount deposited on November 15, 1999 with a bank for a secured corporate credit card with a credit limit of $5,000. The deposit must be kept in the account for twelve months not to forfeit the deposit. The deposit can be returned any time after the initial twelve months provided the request is made in writing and there is no balance outstanding on the account. Should any balance be outstanding, the deposit would be applied against the balance due and the remainder would be refunded to the Company. As of September 30, 2000 the balance due on the card was $0. 7 NOTE 3 - STOCKHOLDER'S EQUITY The Company had the following classes of capital stock as of September 30, 1999 and 2000: Common stock, $0.001 par value; authorized 50,000,000 shares; issued and outstanding 6,517,200 shares at September 30, 1999 and 2000. NOTE 4 - GOING CONCERN The Company's financial statements are prepared using the 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 has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's intention to seek additional capital through a merger with an existing operating company and raising capital. NOTE 5 - CAPITAL STOCK ACTIVITY During the three months ended March 31, 1999 the Company completed a private offering of 6,000,000 shares of common stock at a price of $0.05 per share. Gross proceeds related to the offering were $300,000 and selling expenses associated with the offering were $12,868. NOTE 6 - INCOME TAXES For financial reporting purposes, a valuation allowance of $46,887 has been recognized to offset the net deferred tax assets related to these carryforwards and other deferred tax assets since realization of any portion of the Company's deferred tax asset is not considered to be more likely than not. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets are as follows: Deferred tax assets: Net operating loss carryforwards $ 46,887 -------- Total deferred tax assets 46,887 Valuation allowance for deferred tax assets (46,887) -------- 0 ======== 8 NOTE 7 - RELATED PARTY TRANSACTIONS The Company neither owns or leases any real property. Fees totaling $17,546 and $31,500 have been paid to companies owned by shareholders during the nine months ended September 30, 2000 and 1999 respectively for administrative fees, consulting services rendered and, expenses paid on behalf of the Company. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable ITEM 2. CHANGES IN SECURITIES Not Applicable ITEM 3. DEFAULTS IN SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K (a) Exhibits: Description Exhibit No. ----------- ----------- Financial Data Schedule 27 (b) Form 8-Ks No Reports of Form 8-K were filed during the three-month period ended September 30, 2000. 10 SIGNATURES ---------- In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INET COMMERCE CONDUIT CORPORATION Dated: November 3, 2000 By: /s/ Paul H. Stone ---------------------------------------- Paul H. Stone, President and Principal Executive, Financial and Accounting Officer and Sole Director 11