SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2000 Commission file number 000-26539 ACCESS NETWORK CORPORATION ________________________________________________________________ (Exact name of small business issuer as specified in its charter) Nevada 88-0409450 ____________________________ ________________________________ (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization 2995 El Camino Road, Las Vegas, Nevada 89146 ________________________________________________ _____________ (Address of principal executive offices) (Zip Code) (702) 251-3211 ________________________________________________ (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) Yes [XX] No [ ], and (2) has been subject to such filing requirements for the past 90 days. Yes [XX] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of the date hereof, the issuer had outstanding 601,200 shares of its Common Stock, $0.001 par value. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements of Access Network Corporation, a Nevada corporation (the "Company"), as of September 30, 2000 were prepared by Management and commence on the following page. In the opinion of Management the financial statements fairly present the financial condition of the Company. ACCESS NETWORK CORPORATION (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS September 30, 2000 2 Access Network Corporation (A Development stage Company) Balance Sheets (Unaudited) September 30, December 31, 2000 1999 ------------- ------------ Assets ------- Current Assets: Cash $ 19,834 $ 33,164 Accounts receivable tax refund 215 1,284 Inventory 5,465 5,465 Prepaid expenses 1,056 899 Deposits 109 109 ------------- ------------ Total Current Assets 26,679 40,921 ------------- ------------ Total Assets $ 26,679 $ 40,921 ============= ============ Liabilities & Stockholders' Equity ---------------------------------- Current Liabilities Accounts payable $ - $ 3,132 ------------- ------------ Total Current Liabilities - 3,132 Stockholders' Equity: Common stock, $.001 par value: authorized 25,000,000 shares, issued and outstanding 401,200 shares on December 31, 1999 601,200 on September 30, 2000 601 401 Paid in Capital 46,835 46,835 Accumulated Deficit (20,757) (9,447) ------------- ----------- Total Stockholders' Equity 26,679 37,789 ------------- ------------- Total Liabilities and Stockholders' Equity $ 26,679 $ 40,921 ============= ============ See Accompanying Notes to the Financial Statements. 3 Access Network Corporation (A Development Stage Company) Statements of Income (Unaudited) Nine Months Nine Months Three Months Three Months (Sept 8, 1998) Ended Ended Ended Ended Inception to Sept. 30, Sept 30, Sept. 30, Sept 30, Sept 30, 2000 1999 2000 1999 2000 ------------ ----------- ------------ ------------ ------------- Sales $ - $ - $ - $ - $ 20,445 Cost of Sales - - - - 17,823 ------------ ----------- ------------ ------------ ------------- Gross Margin - - - - 2,622 Expenses Advertising & marketing 268 351 268 351 619 Amortization - 28 - 28 185 Consulting 4,700 4,600 1,500 1,600 10,800 General and administrative 949 188 459 120 2,982 Professional fees 5,393 1,600 1,146 600 8,793 ------------ ----------- ------------ ------------ ------------- Total Expenses 11,310 6,767 3,373 2,699 23,379 Net income before income taxes (11,310) (6,767) (3,373) (2,699) (20,757) Income Taxes - - - - - ------------ ----------- ------------ ------------ ------------- Net Income $ (11,310) $ (6,767) $ (3,373) $ (2,699) $ (20,757) ============ =========== ============ ============ ============= Net Income Per Common Share (primary and fully dilutive $ 0.019) $ (0.017) $ (0.006) $ (0.007) ============ =========== ============ ============ Weighted Average Shares Common Stock Outstanding 601,200 401,200 601,200 401,200 ============ =========== ============ ============ See Accompanying Notes to the Financial Statements 4 Access Network Corporation (A Development Stage Company) Statement of Stockholders' Equity From Inception (September 8, 1998) through September 30, 2000 (Unaudited) Common Common Stock Stock Paid-in Accumulated Total Shares Amount Capital Deficit Equity --------- ----------- ----------- ----------- ------------ Balances at September 8, 1998 - $ - $ - $ - $ - Issuance of common stock for cash at $.05 per share, November 19, 1998 200,000 200 9,800 - 10,000 Net income from inception (September 8, 1998) through December 31, 1998 - - - 1,042 1,042 --------- ----------- ----------- ----------- ------------ Balance at December 31, 1998 200,000 200 9,800 1,042 11,042 Issuance of common stock for cash, June 11, 1999 201,200 201 37,035 - 37,236 Net loss for December 31, 1999 - - - (10,489) (10,489) --------- ----------- ----------- ----------- ------------ Balances at December 31, 1999 401,200 401 46,835 (9,447) 37,789 Issuance of common stock as a bonus, June 2000 200,000 200 - - 200 Net Loss for the Nine Months Ended September 30, 2000 - - - (11,310) (11,310) --------- ----------- ----------- ----------- ------------ Balances at September 30, 2000 601,200 $ 601 $ 46,835 $ (20,757) $ 26,679 ========= =========== =========== =========== ============ See Accompanying Notes to Financial Statements. 5 Access Network Corporation (A Development Stage Company) Statements of Cash Flows (Unaudited) Nine Months Nine Months Ended Ended Sept. 30, 2000 Sept. 30, 1999 -------------- -------------- Cash Flows Used In Operating Activities: Net Loss $ (11,310) $ (6,547) Adjustments to reconcile net loss to cash flow used in operations: Expenses not requiring cash-amortization of organizational costs - 28 Common stock issued for bonus 200 - Changes in operating assets and liabilities: Decrease in accounts receivable 1,069 758 Increase in prepaid expenses (157) 3,000 Inventory - (1,829) Increase in deposits - - Accounts payable (3,132) 880 -------------- -------------- Net Cash used in Operating Activities (13,330) (3,710) Cash Flows from Financing Activities: Sale of common stock - 201 Paid in capital - 37,035 -------------- -------------- Net Cash Provided by Financing Activities - 37,236 -------------- -------------- Net increase in cash (13,330) 33,526 Cash at beginning of period 33,164 7,474 -------------- -------------- Cash at end of period $ 19,834 $ 41,000 ============== ============== See Accompanying Notes to the Financial Statements. 6 ACCESS NETWORK CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS September 30, 2000 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated on September 8, 1998, under the laws of the State of Nevada. The business purpose of the Company is to distribute, on a wholesale basis, specialty packaging for small businesses nation wide.The Company will adopt accounting policies and procedures based upon the nature of future transactions. NOTE B - INVENTORY Inventory is stated at the lower of cost or market determined on a first-in, first-out basis. NOTE C - OFFERING COSTS Offering costs are reported as a reduction in the amount of paid-in capital received for sale of the shares. NOTE D - EARNINGS (LOSS) PER SHARE Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Since the Company has no common shares that are potentially issuable, such as stock options, convertible securities or warrants, basic and diluted EPS are the same. NOTE E - PUBLIC STOCK OFFERING In June of 1999, the Company sold 201,200 shares of its common stock at $.25 per share for a total of $50,300. The net proceeds were to be used to distribute, on a wholesale basis, specialty packaging for small businesses nation wide. NOTE F - RELATED PARTY TRANSACTIONS The Company has entered into an agreement with a company, in which one of its shareholders has a controlling interest, for the processing of credit card sales of its products. Under terms of the agreement, the Company will pay 2.5% of all of the sales processed by the Company using credit cards as a method of payment. The credit card processing fees are deducted as processed to arrive at net sales. The agreement was effective December 1, 1998. On June 1, 2000, the Company issued 200,000 shares of its common stock to two of its officers for their dedication and efforts to make the Company a success. The stock was valued at the par value of $.001 per share for a total of $200. NOTE G - STOCK BONUS On June 1, 2000, the Company issued 200,000 shares of its common stock to two of its officers for their dedication and efforts to make the Company a success. The stock was valued at the par value of $.001 per share for a total of $200. The policy of the Company is that, when stock is issued as a bonus, the assigned value is expensed in the Statement of Operations. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION The following discussion provides information which Management believes is relevant to an assessment and understanding of the Company's plan of operation. This discussion should be read in conjunction with the Company's financial statements and notes. Forward Looking Statements - -------------------------- This Form 10-QSB includes, without limitation, certain statements containing the words "believes", "anticipates", "estimates", and words of a similar nature, which constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful, cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this Form 10-QSB are forward-looking. In particular, the statements herein regarding the future purchase of equipment, hiring additional personnel, potential contracts with third parties, future cash requirements, and future profitability are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The Company's actual results may differ significantly from management's expectations. General - ------- The Company currently operates at 2995 El Camino Road, Las Vegas, Nevada 89146. The Company's principal business is providing speciality gift packaging to small businesses, especially independent sale personnel of direct marketing entities. The Company currently has one specialty gift packaging product: its specialty gable boxes (with coordinated wrap and ribbon). It also is in the process of producing a "Twelve Days of Christmas" video. The Company test marketed a similar video in 1999 on an extremely limited basis. Recent Developments - ------------------- The Company produced an instructional video which shows the design, layout and products needed to create the "Twelve Days of Christmas". U-Edit Video of Las Vegas agreed to produce and supply 50-test videos at $5 each. The Company distributed the videos to preferred customers as a promotional item in the month of October 2000 with a direct mail flyer giving a 10% discount if the clients order before October 31, 2000. Also, the Company plans to sell the video as a sales aid in the 2000 season. Due to the loss of the Company's current supplier of its specialty "gable boxes", and in an effort to lower inventory costs, Ms. Evans, the Company's CEO and President, began researching international wholesalers. Subsequent to the quarter end, Ms. Evans traveled to the Phillippines where she made contacts with wholesalers, distributors, and manufacturers of specialty boxes and packaging. She also acquired product samples which include some gift items with the idea of incorporating the same into the specialty packaging. Ms. Evans believes she has located some potential suppliers which will result in high quality products at low prices. No supply contracts or purchase orders were entered into. The Company will need additional financing to utilize these suppliers especially if it elects to expand its product line. 8 Results of Operations - --------------------- Revenues The Company achieves revenues from sale of its gift boxes. It also hopes to receive revenues by reintroducing its "Twelve Days of Christmas" video. Cost of revenues include inventory costs, inventory storage, shipping expenses, and production costs for the video. Total revenues for the three months ended September 30, 2000 were -0-. The Company attributes this to the fact that (1) its gift box sales are not what the Company had hoped they would be after two years of operations, and (2) the majority of the Company's sales typically take place before Christmas during the Company's fourth quarter. During October 2000, the Company had $1,200 in "Gable Box" pre-season sales and with the introduction of the video has increased the Company's client by approximately 15%. The Company had no costs associated with sales in its third quarter of 2000 other than its video production costs of $250. The Company's total revenues since inception are $20,445 with total costs of sales equaling $17,823. Average net profits since inception are 12%. The Company attributes all of its sales to date to personal business contacts of management and believes the sales season during 2000 will also follow the same trend. Management increased the Company's client base to over 100 from referrals from 1998 years sales season to 1999. The Company hopes to rely on that new customer base during the fourth quarter of 2000 for sales activity. The Company does not plan to use any advertisement at this point. The Company will continue to pursue its current market aggressively in the year 2000 holiday season. The Company, however, believes that its profit margin will be smaller in the 2000 fiscal year due to the increased cost to the Company of its current inventory of "gable boxes". Assets The Company's assets consist mainly of approximately $19,834 in cash on hand and inventory valued at $5,465. The Company has also prepaid approximately $1,066 in expenses. In the Company's first quarter of 2000, the Company's inventory on hand increased from approximately 1,000 Gable Boxes to approximately 25,000 Gable Boxes; such inventory has remained the same in the second and third quarters although subsequent to September 30, 2000, the Company's inventory has been reduced by sales. General and Administrative Expenses General and Administrative expenses consist of advertising, consulting fees, licenses and other fees, office expenses, professional fees, rent and travel. Comparative Periods - September 30, 2000 and 1999 Cash at September 30, 2000 was $ 19,834 as compared to $41,000 as of September 30, 1999. The change was primarily due to the close of the Company's offering on April 6, 1999 with 201,200 shares sold, for gross proceeds of $50,300. The Company at September 30, 1999 had not yet expended a large portion of these offering proceeds. The decrease in cash was also due to an inventory purchase which reflects as an increase in inventory from $2,030 in September 1999 to $5,465 in September 2000 with the balance of the reduction in cash mostly the result of general and administrative expenses. The Company expended almost $4,000 more on professional fees (legal and accounting) in the first three quarters of the 2000 fiscal year compared to 1999. 9 Net losses for the nine months ended September 30, 2000 were $ 11,310 as opposed to a loss of $ 6,547 in the nine ended September 1999. The increase in the Company's net losses during 2000 is mainly due to both an increase in general and administrative expenses reflected in professional fees and a purchase of inventory which occurred in the Company's first quarter. Liquidity and Capital Resources - -------------------------------- Cash Flows from Operations The Company received payments on accounts receivable of over $1,070 during the first nine months of 2000; this occurred in the first quarter. Accounts receivable are a result of sales during the last 1999 quarter. It also reduced its accounts payable from $3,132 at December 31, 1999 to $0 at the end of its third quarter, with a $1,500 reduction during the first three months and the balance during the quarter ended June 30, 2000. The Company received no cash from operations in its third quarter. The Company continues to fund its losses through the cash on hand raised in its offering of common stock conducted during early 1999. The Company expects that the majority of its revenues, if any, will be generated through Christmas sales; it began making pre-season Christmas sales in October. It anticipates a smaller profit margin on this year's sales because of increased inventory costs. Financing Activities The Company has funded its operations mostly through its contributions by officers and directors through September of 1998, and through an offering of its common stock which closed in April of 1999. The Company has 601,200 shares outstanding: 201,200 of which were issued in its offering for gross proceeds of $50,300; 200,000 were issued for cash contributions to founders; and 200,000 as a bonus to management during the second quarter. Cash Requirements over the Next Twelve Months During the next twelve months, its cash requirements will include the following: (1) $500 per month to its consultant, Progressive Management. Progressive Management takes care of the Company's bookkeeping, audit preparation and SEC filings and is controlled by the husband of Marci Evans, Mr. Dennis Evans.;(2) Lease payments on a 10x15 feet storage unit from West Sahara Mini Storage at 6318 W. Sahara Ave., Las Vegas, NV 89146; the lease is prepaid to October of 2000 and is $96.00 per month;(4) expenses associated with SEC reporting compliance of approximately $850 per month with the highest estimated such expenses occurring during the Company's first quarter when its annual report is due. The Company, therefore, will require a minimum of $17,500 for the next 12 month for compensation for services and lease payments. The Company believes that its cash on hand of approximately $19,834 will be sufficient to provide for the foregoing cash requirements in the next twelve months, including some extra expenses associated with setting up a web site, advertising, purchasing some additional inventory if warranted as well as other miscellaneous expenses. Until it begins to derive some revenues from operations, Marci Evans has agreed to continue to forego her salary of $1,000 per month. The Company will also continue to use office space in the home of Marci Evans at no charge. It does not intend to hire any new employees and will use the services of other officers and directors if needed. The Company will likely use cash 10 flows from operations to purchase new inventory. In any event, cash on hand and potential retained earnings will not be sufficient to fund any contemplated expansion. Continuing Operations/Expansion Plans Although the profit margin on sales to date has been minimal, revenues were sufficient to cover costs. The Company's goal in 2000 has been to research the manufacturers of Gable Boxes, as well as other specialty packaging, in an effort to achieve the same net profit margin as in 1998 (24%) as well as increase its volume of sales. The Company intends to continue with that goal during 2001 year to keep competitive. It also hopes to expand its product lines into other specialty gift box lines and possibly gift items during 2001. The Company believes that it must expand its inventory to satisfy current customers and attract new ones. The Company has spoken with various companies including wholesalers, distributors and manufacturers of specialty packaging and gift boxes in the Phillippines. Management is looking at companies which will be able to offer quality merchandise at competitive prices and is taking into account the best prices offered per volume discount, drop shipment and reorder time. Management hopes to enter into purchase orders with some of these companies during 2001 although it is not likely that cash flows from operations during its fourth quarter will be sufficient for the Company to expand its gift box line or expand into other areas such as specialty gift items without some sort of additional financing. In addition. the Company is in the position that it must seek new suppliers because it can no longer purchase its "gable box" gift box line from its former supplier and its current supplier is not competitively priced. The Company believes that its cash flows from its fourth quarter will be sufficient to replace inventory, provided a supplier is found, but that it will require additional sources or financing to expand the quantity and variety of its inventory. Ms Evans also intends to aggressively pursue a customer base of independent sales directors for Mary Kay Inc. and other direct marketing companies over the next 12 months. Risks, Trends, Uncertainties Lack of Substantive Operating History -The Company was only recently organized in September of 1998, and has conducted minimal operations since to date. The Company has limited assets of approximately $26,500. The Company conducted operations during the last quarter of 1998 to test its ability to market specialty packaging and met with some limited success with gross revenues for that quarter of approximately $8,600 and net revenues of $2,100. In 1999, The Company realized $11,854 in gross sales from its Gable Boxes and related products. The Company had no revenues in the first nine months of 2000, however. Because of its limited capital and its lack of significant operating history, the Company must be considered a development stage company. Development stage companies are inherently more risky than established companies because there is no earnings history and no assurance that future revenues will develop. Competition -The Company plans to develop a niche in a market, that is the specialty packaging business, which is highly competitive with respect to name recognition, volume discounts, and quality of experienced service. There are many well established competitors possessing substantially greater financial, marketing, personnel and other resources than the Company. The Company can expect to face significant competition from a broad range of companies involved in the wholesale distribution and sales of specialty 11 packaging. Many of these competitors are innovators in the area of single-ply paperboard folding cartons in the packing industry and represent years of research in products and services. The Company, therefore, expects intense competition from such companies involved in the paper goods markets which have already achieved success in the industry and also have the resources, technology and marketing know-how to readily address changes in the industry. No Formal Market Feasibility Study - The Company has not conducted a formal market feasibility study or analysis to see if the product/services the Company proposes to offer will be widely accepted locally or nationally. This lack of market analysis poses an additional risk to the Company. The Company has based its decision to continue forward in the specialty packaging business on results of its operations in the fourth quarters of 1998 and 1999, as well as its first quarter of 2000 which was comprised of very limited product line marketed to a limited number of small business users. The Company does not consider its limited success during the past years' fourth quarters to be indicative of what it can expect in the future, nor of the feasibility of the Company to be able to succeed with its business purposes. Inexperience of Management - Although Ms. Evans and Ms. Stankiewicz have a varied background and business experience between them, and both have served in various capacities with other start-up companies in the past, neither have had experience in running a company in the start-up and development stage, nor has either of these individuals had any experience in the marketing, on a wholesale basis, of specialty packaging. Dependence on Management -The Company is extremely dependent on Management. Specifically, the Company's business plan is based almost entirely on Marci Evans' analysis of market trends, her product choices in response to such marketing analysis, her ability to attract and maintain a steady customer base, and her ability to market the product line to such clientele. The Company, as of this date cannot afford to hire additional personnel to perform marketing services and all will be performed by Management, mostly Ms. Evans. The Company is highly dependent, therefore, on Ms. Evans ability to market its products. Because substantially all of the Company's current customers are a result of Ms. Evans business and personal contacts in the Mary Kay network, the loss of Marci Evans' services would have a material adverse effect on the Company. In addition, in the start-up phase, Management will continue to provide the Company, without charge, the usage of a personal computer, copier, miscellaneous office equipment, and a vehicle. Dependence on Suppliers - Management believes that in order to compete in the wholesale marketing and distribution of specialty packaging, it must offer products which are readily available, high in quality and competitively priced. In early 2000 the Company lost its initial supplier of "gable boxes" and has been forced to look for new supplier(s). The Company has begun establishing relationships with a number of manufacturer/suppliers, both US and international, which it believes can meet its criteria. The Company has not entered into nor plans to enter into any long term purchase contracts with any of these manufacturer/suppliers. In 1999, the Company purchased products from the following, Floral Supply Syndicate, Gift Box Corporation and Costco Wholesalers. The Company must be able to purchase from its suppliers at a price which will allow it to be competitive in the market place or find others. In 1999, a buyout of its existing supplier, cut Company's profit margin when the new owner did not offer the same volume discounts as it's predecessor. The Company is dependent on securing new and additional suppliers which can provide quality products at competitive prices. 12 Seasonality of Specialty Packaging - Distribution of specialty packaging is extremely seasonable especially in the target market niche the Company is soliciting. In general, traditional holidays spur seasonal consumer buying. The fourth calendar quarter is typically the highest sales volume quarter for sales in the industry as a whole. The Company will have a more difficult type forecasting purchasing and sales patterns, and, as a result, it may be very difficult for the Company to survive the seasonableness of the industry. Additional Financing If the Company does experience an increase in volume of sales as well as an improved profit margin in the next twelve months, it may be forced to discontinue operations unless it is able to raise sufficient capital to continue pursuing its business plan. The Company may require additional funds and time to achieve these goals. Even if the Company begins generating revenues, it could require additional funding for expansion. It may be difficult for the Company to succeed in securing additional financing. The Company may be able to attract some private investors, or officers and directors may be willing to make additional cash contributions, advancements or loans. In the alternative, the Company could attempt some form of debt or equity financing. However, there is no guarantee that any of the foregoing methods of financing would be successful. If the Company fails to achieve at least a portion of its business goals in the next twelve months with the funds available to it, there is substantial uncertainty as to whether it will continue operations. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. Changes in Securities None ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. 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. (a) Exhibits filed with this Report Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K No reports on 8-K were filed during the quarter reported on. The Company filed Reports on 8-K and 8-K/A subsequent to the quarter end on Item 4. the resignation of its former accountant and the appointment of a new accountant. 13 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ACCESS NETWORK CORPORATION (Registrant) Date: November 16, 2000 By: /s/ Marci Evans ------------------------ Marci Evans, President and Director 14