UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended October 31, 1999
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INFOBOOTH, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4044390
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 ROCKEFELLER PLAZA - SUITE 1600
NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (212) 265-4600
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Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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 __X____ No_______
As of October 31, 1999, the following shares of the
Registrant's common stock were issued and outstanding:
Voting common stock 1,000,000
Traditional Small Business Disclosure (check one): Yes X No
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .3
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .4
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .5
Note 1. NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES. . . . . . . . . . . . .7
Note 2. USE OF OFFICE SPACE. . . . . . . . . . . . .8
Note 3. Liquidity. . . . . . . . . . . . . . . . . .8
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 13
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 13
Item 5. Other information. . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 13
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . .14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
To the Board of Directors of Infobooth Inc.
Wilmington, Delaware
We have reviewed the accompanying balance sheet of Infobooth
Inc., (a development stage company) as of October 31, 1999 and
the related statements of loss and accumulated deficit, and cash
flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Infobooth Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. 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.
Graf Repetti & Co., LLP
Dated: New York, New York
December 15, 1999
INFOBOOTH INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
October 31, 1999 Jan. 31, 1999
(Unaudited) (Audited)
--------------------------------
ASSETS
Current Assets
Cash $ 350 $2,000
Other Current Assets 0 0
_________ ________
Total Current Assets $ 350 $2,000
Other Assets 0 0
_________ ________
TOTAL ASSETS $ 350 $2,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $0 $0
Accrued Expenses 2,338 2,050
_________ ________
Total Current Liabilities 2,338 2,050
Other Liabilities 0 0
_________ ________
Total Liabilities 2,338 2,050
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
1,000,000 Shares 1,000 1,000
Additional Paid in Capital 35,550 18,000
Deficit Accumulated During the
Development Stage (38,538) (19,050)
_________ ________
Total Stockholders' Equity ( 1,988) ( 50)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 350 $2,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS AND ACCUMULATED DEFICIT
For the 3 Mos Ended For the 3 Mos Ended
October 31 July 31
1999 1998 1999 1998
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TOTAL REVENUES: $ 0 N/A 0 N/A
OPERATING EXPENSES:
Accounting 750 N/A 1,000 N/A
Legal 2,500 2,500
Rent (Note 2) 3,000 3,000
Filing Fee 13 12
Office Expenses 150 0
________ _______ ________ ________
NET LOSS (6,413) N/A ( 6,512) N/A
NET LOSS PER SHARE (.01) (.01)
Weighted Average
Number of Shares
Outstanding 1,000,000 1,000,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Developmental Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
October 31, 1999 October 31, 1998
________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (6,413) N/A
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities:
Decrease in Accrued Expenses (737)
Additional Paid in Capital by
Contributed Shareholders for:
Legal Services 2,500
Rent 3,000
Accounting 1,050
________ ________
Total Adjustments 5,813 N/A
Net Cash Used in
Operating Activities ( 600)
Net Change in Cash ( 600) N/A
Cash at Beginning of Period 950
Cash at End of Period $ 350
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0
Corporate Taxes $ 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
INFOBOOTH Inc. ("the Company") was organized on February 25, 1998
under the laws of the State of Delaware having the stated purpose
of engaging in any lawful act or activity for which corporations
may be organized.
The Company was formed to enter the pay telephone industry and
provide pay telephone service with internet capabilities. It
primary target was to develop an "internet-pay telephone" kiosk
system throughout Australia. The Company also sought to develop
a system of smart cards which would be used in its internet
kiosks and which would be compatible in regular pay telephones
and ATM/debit machines. The Company also investigated potential
sites where it can install the kiosks and also referred to
professional consultants to determine the feasibility of
accessing those sites. The Company also had discussion with the
Australian Defense Department and several mining, construction
and resort companies regarding the installation of the internet
kiosks. The Company however concluded that, in the initial
stages of its plan, it would be best to install the kiosks in
high profile areas which would enhance the kiosks' visibility to
the public and which would be more lucrative.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly revenue is
recognized when earned and expenses when incurred.
C. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company
will continue as a going concern. See Note 3.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 100 square feet of space for its executive
offices at One Rockefeller Plaza, New York, NY which it receives
from one of its shareholders at no cost. The fair market value
of each of these offices is $1,000 per month, which is reflected
as an expense with a corresponding credit to Additional
Paid In Capital.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company established its office in New York, New York on April
25, 1998 when it began initial development of its business plan.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to October
31, 1999 no revenue and a net loss from operations of $(38,538).
As of October 31, 1999, the Company had a net capital deficiency
of $(1,988).
The company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
development of its Internet kiosks. It is not anticipated that
the Company will be able to meet its financial obligations
through internal net revenue in the foreseeable future. The
Company does not have a working capital line of credit with any
financial institution. Therefore, future sources of liquidity
will be limited to the Company's ability to obtain additional
debt or equity funding. The Company anticipates that its existing
capital resources will enable it to maintain its current
implemented operations for at least 12 months, however, full
implementation of its business plan is dependent upon its
ability to raise substantial funding. Management's plan is to
move the Company toward profitability within five years and to
seek additional capital to fund further expansion of its
operations.
NOTE 4 - LEGAL SERVICES CONTRIBUTED
One of the Company's shareholders contributed legal services to
the corporation. The fair market value of these services is
$2,500, which is reflected as an expense with a corresponding
credit to Additional Paid in Capital.
NOTE 5 - NET LOSS PER SHARE
For the three months
Ended
October 31, 1999
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Net Loss per share $(0.01)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company is a blank check development stage company and its
principal business purpose is to locate and consummate a merger
or acquisition with a private entity.
The SEC defines a blank check company as one which has no
specific business or plan other than to consummate an acquisition
of or merge into another business or entity. A number of states
have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Additionally, some states prohibit the initial
offer and sale as well as any subsequent resale of securities of
shell companies to residents of their states. For this reason,
management advises that any potential investor who has an
interest in the Company should consult local Blue Sky counsel to
determine whether the state within which that investor resides
prohibits the purchase of shares of the Company in that
jurisdiction.
Once the Company has acquired or merged with another entity which
possesses an active business plan, the Company will no longer be
considered a "blank check" company. Additionally, shareholders
of the Company have not entered into any "lock-up" letter
agreement, which would prevent them from selling their respective
shares of the Company's common stock until such time as the
Company consummates a merger with or acquisition of another
company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
The Company voluntarily filed a registration statement on Form
10SB-12G in order to make information concerning itself more
readily available to the public. Management believes that a
reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") could provide a prospective merger
or acquisition candidate with additional information concerning
the Company. In addition, management believes that this might
make the Company more attractive to an operating business
opportunity as a potential business combination candidate. As a
result of filing its registration statement, the Company is
obligated to file with the Commission certain interim and
periodic reports including an annual report containing audited
financial statements. The Company intends to continue to
voluntarily file these periodic reports under the Exchange Act
even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any such business combination. Thus, in the
event that the Company successfully completes an acquisition or
merger with another operating business, the resulting combined
business must provide audited financial statements for at least
the two most recent fiscal years or, in the event that the
combined operating business has been in business less than two
years, audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.
There is always a present potential that the Company may acquire
or merge with a business or company in which the Company's
promoters, management, affiliates or associates directly or
indirectly have an ownership interest. There is no formal
existing corporate policy regarding such transactions, however,
in the event such a potential arises, the Company shall disclose
any conflict of interest to its directors and shareholders for
purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any
circumstances under which this policy may be changed.
The Company has held preliminary discussions with a number of
entities for the purpose of consummating an acquisition or
merger. These discussions have not developed into any serious
negotiations, arrangement or understandings between the Company
and such entities and are merely part of the Company's efforts to
explore all available opportunities. The Company will consider
the operations and business activity of any entity with which it
wishes to consummate a transaction for the purpose of determining
whether such entity will be able to sustain growth, profit and
viable operations over the long term. At this time, the Company
has not entered into any letters of intent, agreements or
preliminary term sheets with any entity for the purpose of any
transaction.
The Company at this time does not have any preliminary agreements
or understandings for the purpose of providing any consulting
services. The Company will consider paying consultant or
finders' fees to its principal shareholders on the same basis
that it would pay any outside consultant or finder's fee.
The Company at this time does not foresee generating any
substantial income over the next twelve (12) months. The
Company's main purpose and goal is to locate and consummate a
merger or acquisition with a private entity. The Company's
directors will be compensated with stock of any surviving
Company subsequent to a merger or acquisition with a private
entity.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem.
Management therefore does not anticipate that the company will be
affected by this issue, financially or otherwise. This
disclosure complies with the directives of the Securities and
Exchange Commission, specifically Staff Legal Bulletin No. 5
(CF/IM), regarding Year 2000 issues.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
The instruments defining the rights of the holders of any class
of registered securities have not ben modified.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of security holders during
the period covered by this report.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
There are no exhibits attached and no reports on Form 8-K were
filed during the quarter for which this report is filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INFOBOOTH, INC.
(Registrant)
Date: December 15, 1999
/s/ Shane H. Sutton
President