UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2000
Commission File Number: 000-26875
5 STARLIVING ONLINE, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0814123
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
10612 Aqua Way South
Seattle WA 98168
(Address of principal executive offices) (Zip Code)
(206) 261-3231
(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 Exchange Act during the past 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 at least the past 90 days.
Yes (x) No ( )
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,046,805
Transitional Small Business Disclosure Format (check one);
Yes ( ) No (X)
1
TABLE OF CONTENTS
PART I
PAGE
----
ITEM 1 Financial Information 3
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
PART II
ITEM 1 Legal Proceedings 16
ITEM 2 Changes in Securities 16
ITEM 3 Defaults Upon Senior Securities 16
ITEM 4 Submission of Matters to a Vote of Security Holders 16
ITEM 5 Other Information 16
ITEM 6 Exhibits and Reports on Form 8-K 16
Signatures 16
2
5 STARLIVING ONLINE, INC.
FORM 10 Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000
PART I. - FINANCIAL INFORMATION
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
NOVEMBER 30, 2000
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
BANK OF AMERICA FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
5 STARLIVING ONLINE, INC.
TABLE OF CONTENTS
November 30, 2000
ACCOUNTANT'S REVIEW REPORT 4
FINANCIAL STATEMENTS
Balance Sheets 5
Statements of Operations 6
Statement of Stockholders' Equity (Deficit) 7
Statements of Cash Flows 8
NOTES TO FINANCIAL STATEMENTS 9
3
Board of Directors
5 Starliving Online, Inc.
Seattle, WA
ACCOUNTANT'S REVIEW REPORT
--------------------------
We have reviewed the accompanying balance sheet of 5 Starliving Online, Inc. (a
development stage enterprise) as of November 30, 2000 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the three
months ended November 30, 2000 and November 30, 1999, for the six months ended
November 30, 2000 and November 30, 1999, and for the period from June 8, 1998
(inception) to November 30, 2000. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The financial statements for the period ended May 31, 2000 were audited by us
and we expressed an unqualified opinion on them in our report dated July 10,
2000, but we have not performed any auditing procedures since that date.
As discussed in Note 2, the Company has been in the development stage since its
inception on June 8, 1998. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing requirements,
and the success of future operations. Management's plans regarding those
matters also are described in Note 2. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
December 8, 2000
4
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
November 30,
2000 May 31,
(Unaudited) 2000
--------------- --------------
ASSETS
CURRENT ASSETS
Cash $ 24,592 $ 44,274
Related party note receivable 13,493 12,862
--------------- --------------
Total Current Assets 38,085 57,136
--------------- --------------
OTHER ASSETS
Website development 4,921 -
Accumulated amortization (1,242) -
--------------- --------------
Total Other Assets 3,679 -
--------------- --------------
TOTAL ASSETS $ 41,764 $ 57,136
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,109 $ -
Related party note payable 242,444 154,959
--------------- --------------
Total Current Liabilities 243,553 154,959
--------------- --------------
COMMITMENTS AND CONTINGENCIES - -
--------------- --------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 20,000,000 shares authorized,
$0.0001 par value; no shares issued and
outstanding - -
Common stock, 80,000,000 shares authorized,
$0.0001 par value; 8,046,805 shares
issued and outstanding 805 805
Additional paid-in-capital 59,575 59,575
Deficit accumulated during development stage (262,169) (158,203)
--------------- --------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (201,789) (97,823)
--------------- --------------
TOTAL LIABILITIES AND
CKHOLDERS' EQUITY (DEFICIT) $ 41,764 $ 57,136
=============== ==============
See accompanying notes and accountant's review report.
5
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
From
June 8,
1998
For the Three Months Ended For the Six Months Ended (Inception)
-------------------------- --------------------------- to
November 30, November 30, November 30, November 30, November 30,
2000 1999 2000 1999 2000
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------- ------------ ------------
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------- ------------ ------------
EXPENSES
Salaries 16,500 - 29,500 - 59,729
Consulting 7,218 4,173 23,462 4,173 72,092
Advertising
and promotion - - 4,327 - 4,329
Filing fees - 710 - 764 5,886
Legal and pro-
fessional 1,000 5,000 7,175 9,450 56,867
Office expense 11,825 764 26,923 1,335 43,816
Travel 364 - 4,720 - 4,720
Amortization 1,020 - 1,242 - 1,242
Transfer agent 125 788 649 1,341 3,023
------------ ------------ ------------- ------------ ------------
TOTAL EXPENSES 38,052 11,435 97,998 17,063 251,704
------------ ------------ ------------- ------------ ------------
LOSS FROM
OPERATIONS (38,052) (11,435) (97,998) (17,063) (251,704)
OTHER INCOME
(EXPENSE):
Interest income 313 - 632 - 995
Interest expense (3,730) - (7,500) - (12,459)
Miscellaneous
income - - 900 - 999
------------ ------------ ------------- ------------ ------------
TOTAL OTHER
INCOME (EXPENSE) (3,417) - (5,968) - (10,465)
------------ ------------ ------------- ------------ ------------
LOSS BEFORE
INCOME TAXES (41,469) (11,435) (103,966) (17,063) (262,169)
INCOME TAXES - - - - -
------------ ------------ ------------- ------------ ------------
NET LOSS $ (41,469) $ (11,435) $ (103,966) $ (17,063) $ (262,169)
============ ============ ============= ============ =============
NET LOSS PER
COMMON SHARE,
BASIC & DILUTED $ (0.01) $ nil $ (0.01) $ nil $ (0.04)
============ ============ ============= ============ =============
WEIGHTED AVERAGE
NUMBER OF COMMON
STOCK SHARES
OUTSTANDING,
BASIC & DILUTED 8,046,805 4,291,209 8,046,805 4,270,492 6,399,354
============ ============ ============= ============ =============
See accompanying notes and accountant's review report.
6
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Deficit Total
Common Stock Accumulated Stock-
-------------------------- Additiona During the holders'
Number of Paid-in Development Equity
Shares Amount Capital Stage (Deficit)
------------ ------------ ------------ ------------ ------------
Issuance of
common stock
for cash at
$0.0025 per share 40,000 $ 4 $ 96 $ - $ 100
Issuance of
common stock
from sale of
private placement
for cash at
$0.0025 per share 3,960,000 396 9,504 - 9,900
Issuance of
common stock
from sale of
private placement
for cash at
$0.20 per share 250,000 25 49,975 - 50,000
Loss for period
ending, May 31,
1999 - - - (19,822) (19,822)
------------ ------------ ------------ ------------ ------------
Balance,
May 31, 1999 4,250,000 425 59,575 (19,822) 40,178
Issuance of
common stock
for services at
$0.0001 per share 3,796,805 380 - - 380
Loss for year
ending, May 31, 2000 - - - (138,381) (138,381)
------------ ------------ ------------ ------------ ------------
Balance (deficit),
May 31, 2000 8,046,805 805 59,575 (158,203) (97,823)
Loss for the
period ended
November 30, 2000 - - - (103,966) (103,966)
------------ ------------ ------------ ------------ ------------
Balance, November
30, 2000 (Unaudited) 8,046,805 $ 805 $ 59,575 $ (262,169) $ (201,789)
============ ============ ============ ============ ============
See accompanying notes and accountant's review report.
7
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
From
June 8,
For the For the 1998
Six Months Six Months (Inception)
Ended Ended to
November 30, November 30, November 30,
2000 1999 2000
(Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (103,966) $ (17,063) $ (262,169)
Amortization expense 1,242 - 1,242
Adjustments to reconcile net loss
to net cash used by operating
acticities:
Payment of expenses from
issuance of stock - - 380
Increase in notes receivable (631) - (13,492)
Increase in accounts payable 1,109 - 1,109
------------ ------------ ------------
Net cash (used) in operating activities (102,246) (17,063) (272,930)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for website development (4,921) - (4,921)
------------ ------------ ------------
Net cash (used) in investing activities (4,921) - (4,921)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable,
related party 87,485 - 242,444
Proceeds from sale of common stock - - 60,000
------------ ------------ ------------
Net cash provided by financing
activities 87,485 - 302,444
------------ ------------ ------------
Change in cash (19,682) (17,063) 24,593
Cash, beginning of period 44,274 40,178 -
------------ ------------ ------------
Cash, end of period $ 24,592 $ 23,115 $ 24,593
============ ============ ============
Supplemental cash flow disclosures:
Interest paid $ - $ - $ -
============ ============ ============
Income taxes paid $ - $ - $ -
============ ============ ============
Non-cash transactions:
Issuance of common stock for
consulting services $ - $ - $ 380
============ ============ ============
See accompanying notes and accountant's review report.
8
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
5 Starliving Online, Inc., formerly HiTech Investment, Inc., (hereinafter "the
Company"), was incorporated on June 8, 1998 under the laws of the State of
Delaware for the purpose of pursuing certain high technology opportunities and
alliances and to assist in the establishment and development of an internet
electronic commerce venture. The Company is implementing a consumer, industrial
and business to business purchasing network whereby companies will be able to
introduce their products for sale via the Company's web-site address. The
Company maintains offices in Seattle, Washington, and in Vancouver, British
Columbia. The Company's fiscal year end is May 31.
On April 9, 1999 the Company amended its articles of incorporation to reflect
the name change to 5 Starliving Online, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in
understanding the Company's financial statements. The financial statements and
notes are representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
Interim Financial Statements
The interim financial statements as of November 30, 2000 and for the three
months ended November 30, 2000, included herein, have been prepared for the
Company without audit. They reflect all adjustments, which are, in the opinion
of management, necessary to present fairly the results of operations for these
periods. All such adjustments are normal recurring adjustments. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full fiscal year.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
Use of Estimates
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
9
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Development Stage Activities
The Company has been in the development stage since its formation in June 1998
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the pursuit of high technology opportunities and alliances
for the establishment and development of an internet electronic commerce
venture.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Fair Value of Financial Instruments
The carrying amounts for cash, receivables, and payables approximate their fair
value.
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
At November 30, 2000, the Company has not engaged in any transactions that would
be considered derivative instruments or hedging activities.
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a statement
titled "Accounting for Impairment of Long-lived Assets." In complying with this
standard, the Company reviews its long-lived assets quarterly to determine if
any events or changes in circumstances have transpired which indicate that the
carrying value of its assets may not be recoverable. The Company determines
impairment by comparing the undiscounted future cash flows estimated to be
generated by its assets to their respective carrying amounts.
The Company does not believe any adjustments are needed to the carrying value of
its assets at November 30, 2000.
Revenue Recognition
The Company will recognize revenue from internet-based affiliate programs when
funds are earned, measurable and recognizable.
Advertising Expense
Advertising costs are expensed when incurred.
10
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Compensated Absences
As the Company is still in the development stage, it currently does not have a
policy regarding accruals of compensated absences. The Company intends to
expense these costs as incurred.
Provision for Taxes
At November 30, 2000, the Company had net operating losses of approximately
$260,000 since its inception. No provision for taxes or tax benefit has been
reported in the financial statements, as there is not a measurable means of
assessing future profits or losses.
Basic and Diluted Loss Per Share
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share was the same, as there were no common stock equivalents outstanding.
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a net
loss of $262,169 for the period from June 8, 1998 (inception) to November 30,
2000 and had no sales. The future of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the commercial
success of its internet electronic commerce venture. Management has plans to
seek additional capital through a private placement of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
NOTE 3 - COMMON STOCK
The Company is authorized to issue 80,000,000 shares of $0.0001 par value common
stock. Each holder of common stock has one, non-cumulative vote per share on all
matters voted upon by the shareholders. There are no preemptive rights or other
rights of subscription.
During the period from June 8, 1998 (inception) to May 31, 1999, 4,250,000
shares of common stock were sold, (4,000,000 at $0.0025 per share, and 250,000
at $0.20 per share), under Regulation D, Rule 504.
11
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2000
NOTE 3 - COMMON STOCK (CONTINUED)
On August 31, 1999, the Company entered into a management agreement that
provided specific services to the Company in exchange for 3,750,000 shares of
the Company's common stock. These shares are restricted by Rule 144 of the
Securities Act of 1933 and are restricted as to public transfer for a minimum
period of one year. Of the total shares issued, 3,750,000 shares were issued to
officers and directors of the Company.
On February 29, 2000, the Company entered into a consulting agreement that
provided specific services to the Company in exchange for 35,693 shares of the
Company's common stock. These shares are restricted by Rule 144 of the
Securities Act of 1933 and are restricted as to public transfer for a minimum
period of one year.
On March 31, 2000, the Company entered into a purchase agreement in exchange for
11,112 shares of the Company's common stock. These shares are restricted by
Rule 144 of the Securities Act of 1933 and are restricted as to public transfer
for a minimum period of one year. Subsequently, the agreement was not finalized
and it is management's intent to reacquire the shares issued.
NOTE 4 - PREFERRED STOCK
The Company's preferred stock has not been issued. The Company is authorized to
issue 20,000,000 shares of $0.0001 par value preferred stock, which contains no
voting privileges and is not entitled to accrued dividends or conversion into
shares of the Company's common stock.
NOTE 5 - STOCK OPTIONS
In November 1999, the Company adopted a Stock Option Incentive Plan ("November
1999 Plan"). The plan allows management to grant up to 800,000 shares of common
stock at its discretion.
In November 1999, management granted options from the November 1999 plan for
390,000 shares of common stock to Mola Investments Ltd. ("Mola") for strategic
advisory and introduction services. These options are available for exercise
at the sole discretion of Mola.
In February 2000, the Company adopted a second Stock Option Incentive Plan
("February 2000 Plan"). This plan allows the Company to distribute up to 3,500
shares of common stock at the discretion of the board of directors.
In March 2000, management granted options from the November 1999 Plan for
110,000 shares of common stock to Eileen Hayward for notes payable. These
options are available for exercise at the sole discretion of Ms. Hayward. See
Note 6.
12
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2000
NOTE 5 - STOCK OPTIONS (CONTINUED)
The following is a summary of the Company's stock option activity through
November 30, 2000:
Weighted
Number Average
of Exercise
Shares Price
------------ ------------
Options outstanding and exercisable at 5-31-1999 - -
============ ============
Outstanding at 6-1-1999 - -
Granted 503,500 $ 0.28
Exercised - -
Forfeited - -
------------ ------------
Outstanding at 5-31-2000 503,500 $ 0.28
============ ============
Options exercisable at 5-31-2000 503,500 $ 0.28
============ ============
Outstanding at 6-1-2000 503,500 $ 0.28
Granted - -
Exercised - -
Forfeited - -
------------ ------------
Outstanding at 9-30-2000 503,500 $ 0.28
============ ============
Weighted average fair value of options granted
During the fiscal year ended May 31, 2000 $ 0.28
============
NOTE 6 - RELATED PARTIES
The Company occupies office space provided by Mr. Paul Hayward, the president of
the Company at no charge. The value of this space is not considered materially
significant for financial reporting purposes.
In March 2000, the Company adopted a stock option plan for shares exercisable by
Ms. Eileen Hayward for a $150,000 note payable. Ms. Hayward is the mother of
Paul Hayward, the Company's president. See Note 8.
In February 2000, the Company lent $12,500 to director Kali Palmer. See Note 7.
13
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2000
NOTE 7 - NOTES RECEIVABLE
In February 2000, the Company lent $12,500 to Kali Palmer, a director of the
Company. This uncollateralized note is due on February 15, 2001 with an annual
interest rate of 10%. For the three months ended November 30, 2000, $314 of
interest was accrued on the note receivable.
NOTE 8 - NOTES PAYABLE
In February 2000, the Company borrowed $150,000 from Ms. Eileen Hayward, a
related party. This uncollateralized note is due on February 1, 2001 with an
annual interest rate of 10%. For the three months ended November 30, 2000,
$3,730 of interest expense was accrued on the note payable. In lieu of
receiving cash as repayment of her loan and the related interest, Ms. Hayward is
entitled to receive 110,000 shares of common stock through the November 1999
Stock Option Plan. See Note 5.
In July 2000, the Company received $79,988 from a related party and classified
the amount as a note payable. This obligation is unwritten, uncollateralized,
non-interest bearing and has no stated maturity.
NOTE 9 - WEBSITE DEVELOPMENT
In August 2000, the Company revised and expanded its website. The cost of
development, plus additions, was $4,921 and will be amortized over a period of
12 months. Amortization expense for the three months ended November 30, 2000
was $1,020.
15
5 STARLIVING ONLINE, INC.
FORM 10 Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
Management has been exploring a variety of revenue models in the light of recent
events in the internet environment."
The company is a developmental stage company. There are no appreciable changes
to its financial condition or its operations except as outlined in the review
for the period ended 11/30/2000.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities.
None
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.
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
5 STARLIVING ONLINE, INC.
/s/ Paul Haywood
___________________________
Date: January 12, 2001 Paul Haywood
President