UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ---------- ---------- Commission File Number 0-7619 Asia SuperNet Corporation ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Colorado 93-0636333 ------------------------------ ------------------ (State or other jurisdiction of (I.R.S. Employer corporation or organization) Identification No. 1700 Lincoln St. Suite 3200 Denver, Co 80203 -------------------------------------------- (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code: (303) 860-1700 -------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of 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 [ ] No [X] As of May 20, 2000, 1,185,209 shares of common stock, $.001 par value, were issued and outstanding. ASIA SUPERNET CORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page No. Item 1. Financial Statements Condensed Balance Sheets as of March 31, 2000 (Unaudited) and December 31, 1999 3 Condensed Statements of Operations for the three months ended March 31, 2000 and 1999 (Unaudited) 4 Condensed Statements of Cash Flows for the three months ended March 31, 2000 and 1999 (Unaudited) 5 Notes to the Condensed Financial Statements 6 Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION Item 1. Legal Proceedings 7 Item 2. Changes in Securities 7 Item 3. Defaults Upon Senior Securities 7 Item 4. Submission of Matters to a Vote of Security Holders 8 Item 5. Other Information 8 Item 6. Exhibits and Reports on Form 8-K 8 Signatures 8 2 ASIA SUPERNET CORPORATION PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONDENSED BALANCE SHEETS (United States Dollars) As of March 31, As of December 31, ASSETS 2000 1999 - ------ -------------- ----------------- Current assets: Cash and cash equivalents ........................................ $ 9,131 $ 9,176 Prepaid and other current assets ................................. 21,301 21,301 ----------- ----------- Total current assets ................................................ 30,432 30,477 PROPERTY, PLANT AND EQUIPMENT, NET .................................. 2,795 3,194 ----------- ----------- Total assets ........................................................ $ 33,227 $ 33,671 =========== =========== LIABILITIES AND SHAREHOLDERS' DEFICIT - ------------------------------------- Current liabilities: Accounts payable ................................................. $ 144,560 $ 123,821 Margin loan payable (Note 3) ..................................... 2,472,722 2,472,722 Accrued expenses and other liabilities ........................... 83,577 82,182 Amounts payable to related parties ............................... 72,738 72,738 ----------- ----------- Total current liabilities ........................................... 2,773,597 2,751,463 ----------- ----------- Commitments and Contingencies Shareholders' (deficit) equity: Preferred stock, $5 par value, 25,000,000 shares authorized, unissued ........................................... -- -- Common stock, $.001 par value, 900,000,000 shares authorized; issued and outstanding 1,189,005 shares ............ 1,189 1,189 Paid in capital .................................................. 6,539,702 6,539,702 Accumulated deficit .............................................. (9,281,261) (9,258,683) ----------- ----------- Total shareholders' (deficit) equity ................................ (2,740,370) (2,717,792) ----------- ----------- Total liabilities and shareholders' (deficit) equity ................ $ 33,227 $ 33,671 =========== =========== See the accompanying notes to the condensed financial statements. 3 ASIA SUPERNET CORPORATION CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (United States Dollars) Three months ended March 31, 2000 1999 ---- ---- Revenues: Rental income .................................................... $ 15 $ 84,166 Investment income ................................................ -- 563 Other income ..................................................... -- 1,580 ----------- ----------- Total revenues ...................................................... 15 83,309 ----------- ----------- Expenses: Depreciation ..................................................... 399 8,797 Legal and professional fees ...................................... 22,134 17,544 Consulting fees paid to a related company ........................ -- 125,000 Interest expense ................................................. -- 111,939 Foreign exchange (gain) loss ..................................... -- (18,827) Land lease ....................................................... -- 18,224 Rental real estate management fees ............................... -- 5,169 Salaries ......................................................... -- 9,233 Other operating and administrative fees .......................... 60 32,144 ----------- ----------- Total expenses ................................................. 22,593 328,050 ----------- ----------- Net loss ............................................................ $ (22,578) $ (222,914) =========== =========== Earnings (loss) per share (basic and diluted) Net loss per share ............................................. $ (0.02) $ (0.43) =========== =========== Weighted average number of shares of common stock outstanding ....... 1,189,005 518,652 =========== =========== See the accompanying notes to the condensed financial statements. 4 ASIA SUPERNET CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (United States Dollars) Three months ended March 31, 2000 1999 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ............................................................. $ (22,578) $(222,914) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization ..................................... 399 8,797 Changes in working capital components: Accounts receivable ............................................... -- (896) Prepaid and other current assets .................................. -- (20,220) Amounts receivable form related parties ........................... -- (4,273) Accounts payable and accrued expenses ............................. 22,134 (40,685) Amounts due to related parties .................................... -- 230,703 Exchange difference ............................................... -- (15,485) --------- --------- Net cash used in operating activities ........................... (45) (64,973) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ........................ -- (16,346) --------- --------- Net cash used in investing activities ............................. -- (16,346) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Increase in margin loan payable ................................... -- 32,811 Mortgage loan repaid .............................................. -- 12,465 --------- --------- Net cash provided by (used in) financing activities ............... -- 45,276 --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS ............................ (45) (36,043) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ............................................................ 9,176 66,249 --------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD ............................. $ 9,131 $ 30,206 ========= ========= See accompanying notes to financial statements. 5 ASIA SUPERNET CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 1999 (UNAUDITED) NOTE 1. BASIS OF PRESENTATION The condensed financial statements included herein have been prepared by the Company, 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 pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements and the notes thereto should be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. In the opinion of the management of the Company, the accompanying condensed financial statements contain all necessary adjustments to present fairly the financial position, the results of operations and cash flows for the periods reported. All adjustments are a normal recurring nature. The results of operations for the three-month periods ended March 31, 2000 and March 31, 1999 are not necessarily indicative of the results to be expected for the full year. The condensed statements of operations for the three-month period ended March 31, 1999, have been reclassified to conform to the 1999 presentation. NOTE 2. CONTINUING OPERATIONS These condensed financial statements have been prepared on the going concern basis of accounting which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. The Company is currently operating at a loss, has negative working capital and stockholders' deficit. Should the Company be unable to continue as a going concern it may be required to realize its assets and settle its liabilities at amounts substantially different from the current carrying values. The Company's ability to continue as a going concern is dependent on continued financial support from its principal shareholder, Mr. Fai H. Chan, who has signed a letter of financial support to the Company. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 1999, the Condensed Financial Statements of the Company and the related notes thereto, and other financial information that is included elsewhere herein or incorporated by reference. Introduction During 1999, the Company sold all of its interests in all of its subsidiaries. For the three months ended March 31, 2000, the Company had no operations. RESULTS OF OPERATIONS THE THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1999 During the three months ended March 31, 2000, revenues consisted of interest income on the cash and cash equivalents and expenses primarily consisted of legal and accounting fees. The prior year revenues and expenses related to the operations existing at that time which included rental real estate and other investments. LIQUIDITY AND CAPITAL RESOURCES The net cash used in operating activities for the three months ended March 31, 2000 amounted to $45. This is primarily due to the payment of bank fees, net of interest income. There was no cash provided by or used in investing or financing activities. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS IN SENIOR SECURITIES None 7 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 27: Financial Data Schedule. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 25, 2000 Asia SuperNet Corporation A Colorado Corporation By: /s/ Robert H. Trapp ---------------------------------- Robert H. Trapp Secretary and Treasurer 8