UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED September 30, 2001
OR
[ ] 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 333-60362
MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0670014
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
959 East Akers Way
Sandy, Utah 84094
(Address of principal executive officers)
(801) 898-0026
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (l) 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 periods that the registrant was
required to file such reports), X Yes No; and (2) has been subject to
such filing requirements for the past 90 days: X Yes No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes No Not Applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock: 510,000 shares issued as of September 30, 2001, No Par Value.
Authorized - 50,000,000 common voting shares. The company has only one class of
shares.
1
INDEX
Mortgage Professionals Lead Source, Inc.
For Quarter Ending September 30, 2001
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets - September 30, 2001 (Unaudited).
Condensed Statements of Operations (Unaudited) - For the three
months ended September 30, 2001 and for the period from
February 16, 2001 (Date of Inception) through September 30,
2001.
Condensed Statements of Cash Flows (Unaudited) - For the period
February 16, 2001 (Date of Inception) through September 30,
2001.
Notes to Condensed Financial Statements (Unaudited) - September
30, 2001
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Matters
Item 6. Exhibits and Reports on Form 8-K
Signatures
2
Part I - Financial Information
Item 1. Financial Statements
MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
Page
Financial Statements:
Condensed Balance Sheet (Unaudited) -
September 30, 2001 F-1
Condensed Statements of Operations (Unaudited)
for the Three Months Ended September 30, 2001 and
for the Period from February 16, 2001
(Date of Inception) through September 30, 2001 F-2
Condensed Statement of Cash Flows (Unaudited)
for the Period from February 16, 2001 (Date of
Inception) through September 30, 2001 F-3
Notes to Condensed Financial Statements (Unaudited) F-4
MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprises)
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2001
(UNAUDITED)
ASSETS
Current Assets
Cash $ 12,772
Prepaid expenses 4,775
--------
Total Current Assets 17,547
--------
Deferred Offering Costs 27,708
--------
Total Assets $ 45,255
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 26,808
--------
Total Current Liabilities 26,808
--------
Stockholders' Equity
Common stock - no par value; 50,000,000 shares
authorized; 510,000 shares issued and outstanding 45,000
Deficit accumulated during the development stage (26,553)
========
Total Stockholders' Equity 18,447
--------
Total Liabilities and Stockholders' Equity $ 45,255
========
See accompanying notes to unaudited condensed financial statements.
F-1
MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
From
For the February 16, 2001
Three Months Date of Inception
Ended Through
September 30, September 30,
2001 2001
-------------- ----------------
Revenue $ - $ -
General and administrative
expenses (1,130) (26,553)
------------- ---------------
Net Loss $ (1,130) $ (26,553)
============= ===============
Basic and Diluted Loss Per Share $ (0.00) $ (0.05)
============= ===============
Weighted Average Number of
Shares Outstanding 510,000 510,000
============= ===============
See accompanying notes to unaudited condensed financial statements.
F-2
MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
From
February 16, 2001
(Date of Inception)
through
September 30, 2001
------------------
Cash Flows from Operating Activities
Net loss $ (26,553)
Stock issued for services 25,000
Changes in current assets and liabilities
Prepaid expenses (4,775)
Accounts payable 400
-----------
Net Cash Used by Operating Activities (5,928)
-----------
Net Cash From Investing Activities -
-----------
Cash Flows From Financing Activities
Proceeds from issuance of common stock 5,000
Cash received on receivable from shareholders 15,000
Deferred offering costs (1,300)
-----------
Net Cash Provided by Financing Activities 18,700
-----------
Net Increase in Cash and Cash Equivalents 12,772
Cash and Cash Equivalents at Beginning of Period -
-----------
Cash and Cash Equivalents at End of Period $ 12,772
===========
Non-Cash Financing and Investing Information
Shareholder receivable $ 15,000
Accrual of deferred offering costs 26,408
F-3
MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements-The accompanying financial statements are
unaudited. In the opinion of management, all necessary adjustments (which
include only normal recurring adjustments) have been made to present fairly the
financial position, results of operations and cash flows for the periods
presented. Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the Company's financial statements and
notes thereto included in the Form SB-1 dated July 20, 2001. The results of
operations for the three month period ended September 30, 2001 and for the
period from February 16, 2001 (date of inception) through September 30, 2001 are
not necessarily indicative of the operating results to be expected for the full
year.
Basis of Presentation - The accompanying financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. During the period
from February 16, 2001 (date of inception) through September 30, 2001, the
Company incurred a net loss of $26,553. As of September 30, 2001, the Company
has had no revenues. These factors, among others, indicate that the Company may
be unable to continue as a going concern. The accompanying financial statements
do not include any adjustments relating to the carrying amount and
classification of recorded assets or the amount and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern. The Company has plans to complete its initial public offering
by December 30, 2001 in which the Company is offering a minimum of 100,000
shares of common stock and a maximum of 200,000 shares of common stock at $1.00
per share. The Company's ability to continue as a going concern is dependent
upon its ability to generate sufficient cash flows to meet its obligations on a
timely basis, to obtain additional financing and ultimately to attain successful
operations.
NOTE 2 -RELATED PARTY TRANSACTIONS
Two officers of the Company are presently principal officers in a related
business entity known as Velocityloan.com, which is also engaged in the internet
marketing of various mortgage loan opportunities and acting as an internet loan
broker. The relationship of loan placements to Velocityloan.com could possibly
subject the company to certain charges or claims of preferential dealing or
treatment in the placement of any loans through Velocityloan.com.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
In April, the Company entered into a lease agreement for use of office space
with an individual. The lease began on May 1, 2001 and was terminated on August
31, 2001. The base monthly rent for the term of the lease was $100. For the
period ended September 30, 2001, $400 in rent expense was accrued.
On January 30, 2001, the organizers entered into a development agreement with a
founding shareholder who will provide financial and business consulting services
to the Company specifically for the purpose of filing an SEC SB-1 Registration
and the contemplated expenditure of proceeds. His services will not extend
beyond 24 months but are expected to be completed during 2001. In consideration
for his services, the Company issued 5,000 shares of stock to the individual.
The individual will have pre-emptive rights to acquire any subsequently issued
shares, debentures, or other securities or rights convertible into shares or
other equities, as necessary to maintain his existing 30% shareholder ownership
percentage interest upon terms equivalent to the most favorable price at which
subsequent securities or option rights are sold or placed, or options exercised
in the sale or placement of shares.
F-4
MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001
The Company filed an SB-1 Registration Statement which became effective with the
Securities and Exchange Commission (SEC) on August 16, 2001. Under the terms of
the SB-1 a minimum offering of $100,000 must be received prior to the outside
offering date of December 30, 2001. The proceeds will be held in escrow until
such time that the minimum offering has been received. In the event that the
$100,000 is not collected prior to the offering termination date, then the
proceeds will be returned to the subscribers in the full amount of their
subscription and the escrow account will be closed. The Company has not recorded
the escrow account and the related obligation to issue common stock.
F-5
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Information
Certain statements in this Section and elsewhere in this report are forward-
looking in nature and relate to trends and events that may affect the Company's
future financial position and operating results. Such statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "expect,""anticipate,""intend," and "project" and
similar words or expressions are intended to identify forward-looking
statements. These statements speak only as of the date of this report. The
statements are based on current expectations, are inherently uncertain, are
subject to risks, and should be viewed with caution. Actual results and
experience may differ materially from the forward-looking statements as a result
of many factors, including changes in economic conditions in the markets served
by the company, increasing competition, fluctuations in raw materials and energy
prices, and other unanticipated events and conditions. It is not possible to
foresee or identify all such factors. The company makes no commitment to update
any forward-looking statement or to disclose any facts, events, or circumstances
after the date hereof that may affect the accuracy of any forward-looking
statement.
Results of Operations
Mortgage Professional Lead Source, Inc. ("MPLS") was incorporated in Utah on
February16, 2001 and has been involved exclusively to this point in start-up
operations including incorporation, initial organization and an initial public
offering ("IPO") of its shares. The offering became effective with the
Securities and Exchange Commission (SEC) on August 16, 2001 and in the State of
Utah on such date by coordination. The offering is still pending and may remain
open through an outside date of December 30, 2001. The offering requires a
minimum offering of $100,000 to close. Since this amount has not been sold to
date, all proceeds are still escrowed. To date there have been
approximately35,000 shares sold at $1.00 share raising gross proceeds of
approximately $35,000.
The accumulated deficit for MPLS during the development stage resulting from
general and administrative and expenses was $26,553 as of September 30, 2001.
MPLS has not commenced its initial intended marketing activities of advertising
for potential mortgage refinance clients who would then be referred to select
mortgage refinancing companies for a fee. These intended initial marketing
programs are more fully described in the SB-1 Registration Statement of the
company as currently filed with the SEC and is a public record. No proceeds for
these intended activities will or can be employed unless the minimum offering is
closed prior to the outside offering date of December 30, 2001.
MPLS can make no reasonable projection as to whether the offering will close or
if the company will commence business operations or realize any revenues.
Liquidity and Sources of Capital
As noted above, MPLS has not engaged in business operations to date. It has
raised in its escrow account approximately $35,000 of gross proceeds from its
recently effective IPO. As to these prospective offering funds, the company has
accrued obligations for offering related costs to the accountants, legal counsel
as well as miscellaneous printing and filing costs of approximately $27,708.
Net proceeds, if any, cannot be determined without knowing if the company will
complete its offering and at what level of gross proceeds. MPLS has an accrued
accumulated deficit to date of $26,553 with stockholders equity of $18,447.
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MPLS is fully dependent on implementing its original business plan of mass
marketing its mortgage refinancing program from the anticipated limited net
proceeds of its pending IPO. The company believes that it has the minimal
capital to implement its operations and business plan as generally outlined in
its IPO filing. However, no assurance or warranty that the company will be
successful in its IPO; or, if closed, in its marketing efforts can be made or is
implied. Further, if MPLS is not successful in reaching a state of
profitability from the use of the intended net offering proceeds, there is no
presently committed or determined alternative source or means of financing.
It is possible that MPLS could seek subsequent private placement financing
funds, loans or other means to continue its business operations, though there
can be no assurance or warranty that any such funds will be available or be
sought. Further, MPLS may deem it is not feasible or appropriate to seek such
alternative financing if the initial IPO is not closed or the proceeds are not
sufficient to sustain continuing operations.
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Part II - Other Information
Item 1. Legal Proceedings
MPLS is not presently engaged in any legal proceedings, nor does it know of any
claims for or against the company by any party.
Item 2. Changes in Securities and Use of Proceeds
The company has not had any change in its securities since its last report
filing on Form SB-1.
In accordance with SEC Rule 463 the company reports the use of proceeds to date
from its initial public offering "IPO" completed on April 30, 2001:
1. Gross proceeds sold - $35,000 - estimated
2. Accrued offering related costs including printing, accounting, legal
and related filing fees - $27,708.
3. Amount expended to September 1, 2001 on marketing and operations - $0
4. Net proceeds for future operations: Undetermined
Item 4. Submission of Matters to a Vote of Security Holders
During the present quarter there has been no matter submitted to security
holders for a vote. MPLS presently anticipates holding its first annual
shareholders meeting at a date to be determined when or if the IPO is closed.
Shareholders will be independently advised of any such formal annual meeting
date.
Item 5. Other Matters
MPLS has not and will not apply for a NASDAQ listing of its common stock on the
Electronic Bulletin Board until or unless its current IPO is timely closed. It
is presently intended, if the offering closes, to seek a listing through a
NASDAQ member on the NASD sponsored Electronic Bulletin Board. Even if the IPO
closes and a listing is obtained, of which there is no assurance, MPLS cannot
warrant any trading or the trading range if this registration is completed.
Item 6. Exhibits and Reports on Form 8-K
None
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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.
REGISTRANT: MORTGAGE PROFESSIONAL LEAD SOURCE, INC.
Date: November 6, 2001 By:/s/ Mr. Gregory Willits
---------------------------
Mr. Gregory Willits
President
Date: November 6, 2001 By:/s/ Mr. Michael J. Christensen
--------------------------------------
Mr. Michael J. Christensen
Chief Financial and Accounting Officer
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