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 March 31, 2001 [ ] 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 59-28363 ------------------------------ ------------------- (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 March 31, 2001 and 2000 3 Statements of Operations Three Months Ended March 31, 2001 and 2000 4 Statement of Changes in Stockholders' Equity, Three Months Ended March 31, 2001 and 2000 5 Statements of Cash Flows, Three Months Ended March 31, 2001 2000 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- PART I - FINANCIAL INFORMATION Item 1. Financial Statements - ----------------------------- Inet Commerce Conduit Corp. Balance Sheets (A Development Stage Company) March 31, 2001 and 2000 2001 2000 ASSETS Cash $151,498 $195,237 Deposits 6,750 6,750 -------- -------- TOTAL ASSETS $158,248 $201,987 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Accounts Payable - Trade $ 0 $ 127 -------- -------- TOTAL LIABILITIES $ 0 $ 127 STOCKHOLDERS' EQUITY Common stock - par value $.001, authorized 50,000,000 shares; issued and outstanding 6,517,200 shares. $ 6,517 $ 6,517 Additional Paid-in Capital 308,643 308,643 Accumulated Deficit (156,912) (113,300) -------- -------- TOTAL STOCKHOLDERS' EQUITY 158,248 201,860 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $158,248 $201,987 ======== ======== -3- Inet Commerce Conduit Corp. Statements of Operations (A Development Stage Company) Three Months Ended March 31, 2001 and 2000 2001 2000 REVENUES: TOTAL REVENUES $ 0 $ 0 EXPENSES: DEVELOPMENT STAGE EXPENSES (14,291) (26,224) --------- --------- NET LOSS $ (14,291) $(26,224) ========= ========= NET LOSS PER SHARE $ (0.002) $ (0.004) ========= ========= WEIGHTED AVAERAGE COMMON SHARES OUTSTANDING 6,517,200 6,517,200 ========= ========= -4- Inet Commerce Conduit Corporation Statement of Changes in Stockholders' Equity For the three months ended March 31, 2001 and 2000 Par Value $.001 Additional Total ------------------------- Paid-In Accumulated Stockholders' Shares Amount Capital Deficit Equity -------- -------- ---------- ----------- ------------ Balance at January 1, 2000 6,517,200 $ 6,517 $308,643 $ (87,076) $228,084 Net Loss March 31, 2000 (26,224) (26,224) ------------------------------------------------------------------------------ Balance at March 31, 2000 6,517,200 6,517 308,643 (113,300) 201,860 Net Loss April 1 to December 31, 2000 (29,321) (29,321) ------------------------------------------------------------------------------- Balance at December 31, 2000 6,517,200 $ 6,517 $308,643 $(142,621) $172,539 Net Loss March 31, 2001 (14,291) (14,291) ------------------------------------------------------------------------------ Balance at March 31, 2001 6,517,200 $ 6,517 308,643 $(156,912) $158,248 ============================================================================== -5- Inet Commerce Conduit Corp. Statements of Cash Flows For the Three Months Ended March 31, 2001 and 2000 2001 2000 Cash flows from operating activities: Net Loss $(14,291) $(26,225) Adjustments to reconcile net loss to net cash utilized by operating activities: Accounts Payable (900) 45 -------- -------- Net cash utilized by operating activities (15,191) (26,180) Cash flows from investing activities: Net cash utilized by investing activities 0 0 Cash flows from financing activities: Net cash provided from financing activities 0 0 -------- -------- Net Decrease in Cash (15,191) (26,180) Cash & Cash Equivalents balance at January 1, 166,689 221,417 -------- -------- Cash & Cash Equivalents balance at March 31, $151,498 $195,237 ======== ======== -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. 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 March 31, 2001 and 2000 the balance due on the card was $0. NOTE 3 - STOCKHOLDER'S EQUITY The Company had the following classes of capital stock as of March31, 2001 and 2001: Common stock, $0.001 par value; authorized 50,000,000 shares; issued and outstanding 6,517,200 shares at March 31, 2001 and 2000. -7- NOTE 4 - RESEARCH AND DEVELOPMENT Research and development cost related to future products are charged to development stage expenses as incurred. The Company recognized research and development costs of $0 and $7,000 in 2001 and 2000. NOTE 5 - 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 6 - INCOME TAXES For financial reporting purposes, at March 31, 2001 a valuation allowance of $31,104 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 recognized March 31, 2001 and 2000 are as follows: 2001 2000 Deferred tax assets: Net operating loss carryforwards $ 2,580 $ 5,245 -------- ------- Total deferred tax assets 2,580 5,245 Valuation allowance for deferred tax assets (2,580) (5,245) ------- ------ 0 0 ======= ====== NOTE 7 - RELATED PARTY TRANSACTIONS The Company neither owns or leases any real property. Fees totaling $1,950 and $7,835 have been paid to officers and companies owned by shareholders during the periods ended March 31, 2001 and 2000 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. -8- Item 2. Plan of Operation - -------------------------- The Issuer is presently negotiating consulting arrangements with experienced venture capitalists, investment bankers, systems analysts and technical Internet consultants to put together a team able to evaluate and assist emerging Internet companies and introduce them to potential capital sources. The Issuer will only be paid for its services if its client is successful in acquiring capital. The Issuer's activities will include: (i) reviewing and evaluating the client's business plan, business operations, personnel and facilities; (ii) advising the client as to its business and capital structure; (iii) assisting the client in developing information and documentation on its company, operations and an investment therein; and (iv) introducing the client to capital sources interested in an investment in such a business venture. The Issuer may take steps to facilitate negotiations between a client and prospective capital sources; but will not engage in selling activities as such. If sufficient capital becomes available to the Issuer, it may also acquire and hold direct venture capital investments in Internet related companies it has evaluated. There are no present arrangements under which the Issuer can acquire such capital, nor any assurance that such capital will become available. The Issuer is of the opinion it has sufficient resources to continue limited operations through December 31, 2001. It is the present intention of the Issuer, that most venture capital investments will result in the Issuer holding a majority voting interest in the company in which the investment is made and to otherwise conduct its operations so that the Issuer does not become an Investment Company under the Investment Company Act of 1940. -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: Not applicable (b) Form 8-Ks No Reports of Form 8-K were filed during the three-month period ended March 31, 2001. -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: May 7, 2001 By: /s/ Paul H. Stone ---------------------------------------- Paul H. Stone, President and Principal Executive, Financial and Accounting Officer and Sole Director -11-