UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 2001
[_] Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period ____ to______
Commission File Number: 000-1109664
RUSSIAN IMPORTS.COM
-----------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 91-2021602
- ------------------------------------ --------------------------
(State or other jurisdiction of (Employer
incorporation or organization) Identification Number)
827 State Street, Suite 26,
Santa Barbara, CA 93101
- --------------------------------------- --------------------------
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number: (805) 899 1299
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- -------------------------- -------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
--------------------------------------------------------
(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 Fax: (561) 659-5371
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 X No
--- --
Of the13,011,500 shares of voting stock of the registrant issued and outstanding
as of June 30, 2001, 5,801,500 shares are held by non-affiliates. The aggregate
market value of the voting and non- voting common equity held by non-affiliates
(computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity) as of June 30, 2001 was $0.00
(for purposes of the foregoing calculation only, each of the registrant's
officers and directors is deemed to be an affiliate).
Transitional Small Business Disclosure Format (check one): Yes No X
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet..................................................F-2
Statement of Operations........................................F-3
Statement of Cash Flows........................................F-4
Statement of Shareholders' Equity..............................F-5
Notes to Financial Statements..................................F-6
RUSSIAN-IMPORTS.COM
(A Development Stage Company)
Balance Sheets
June 30, December 31,
2001 2000
ASSETS (Unaudited)
Current Assets:
Cash $ - $ -
Total Current Assets - -
--------------- ------------------
TOTAL ASSETS $ - $ -
=============== ==================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
$ - $ -
Total Current Liabilities - -
--------------- ------------------
Stockholders' Equity:
Common stocks , $.001 par value
Authorized shares; 100,000,000
Issued and outstanding shares; 13,011,500 $ 13,012 $ 7,012
Paid in capital 2,127,400 1,197,000
Stocks subscription (1,200,000) (1,200,000)
Deficit accumulated during the development stage (940,012) (4,012)
Total Stockholders' Equity - -
--------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
=============== ==================
F-2
RUSSIAN-IMPORTS.COM
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the February 1, 2000
six months (inception)
ended June 30, through
2001 June 30, 2001
Income $ - $ -
---------------- ------------------
Total Income - -
Operating Expenses
General and administrative expenses 936,000 940,012
Total Expenses 936,000 940,012
---------------- ------------------
Net income (loss) $ (936,000) $ (940,012)
================ ==================
F-3
RUSSIAN-IMPORTS.COM
(a Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the February 1, 2000
six months (inception)
ended June 30, through
2001 June 30, 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (936,000) $ (940,012)
Stocks issued for services 936,000 940,012
net cash used by operating activities:
- -
NET CASH USED BY OPERATING ACTIVITIES - -
-------------- ------------------
INCREASE (DECREASE) IN CASH - -
BEGINNING CASH - -
ENDING CASH - -
============== ==================
F-4
RUSSIAN-IMPORTS.COM
(A Development Stage Company)
Statement of Stockholders'
Equity For the period February 1, 2000
(inception) through June 30, 2001
Deficit
Accumulated
Number Common During
of Shares Stock Paid In Stock Development
Outstanding at Par Value Capital Subscription Stage
--------------- ------------- ------------- -------------- ----------------
Stock issued for services at inception 1,950,000 $1,950
Stocks issued for services 2,061,500 2,062
Stock subscription 3,000,000 3,000 $1,197,000 $(1,200,000)
Net loss - December 31, 2000 $(4,012)
--------------- ------------- ------------- -------------- ----------------
Balance - December 31, 2000 7,011,500 7,012 1,197,000 (1,200,000) (4,012)
Stocks issued for services 6,000,000 6,000 930,000
Net loss - June 30, 2001 (420,000)
--------------- ------------- ------------- -------------- ----------------
Balance at June 30, 2001 13,011,500 $13,012 $2,127,000 $(1,200,000) $(940,012)
=============== ============= ============= ============== ================
F-5
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
NOTE 1. DESCRIPTION OF THE BUSINESS
- ------------------------------------
Russian Imports was incorporated under the laws of the state of California on
February 1, 2000. The purpose for which the Corporation is organized is to
engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of California including, without
limitation, to provide sales of caviar on the Internet.
Russian Imports has been in the development stage since its formation on
February 1, 2000. Planned principal operations have only recently commenced
since then, but Russian Imports has not generated any significant revenue.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------
A. Russian Imports uses the accrual method of accounting.
B. Revenues and are recognized and recorded when ordered goods are paid for by
credit card. Expenses are realized and recorded when invoiced.
C. Russian Imports considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash equivalents.
Russian Imports currently has no cash equivalents.
D. Primary Earnings Per Share amounts are based on the weighted average number
of shares outstanding at the dates of the financial statements. Fully Diluted
Earnings Per Shares shall be shown on stock options and other convertible issues
that may be exercised within ten years of the financial statement dates.
E. Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE 3. INCOME TAXES
- --------------------
Russian Imports has adopted the provisions of SFAS No. 109 "Accounting for
Income Taxes". SFAS 109 requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method, deferred
tax liabilities and assets are determined based on the differences between the
F-6
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS(continued)
NOTE 3. INCOME TAXES(cont'd)
- --------------------
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Russian Imports has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met.
NOTE 4. RELATED PARTY TRANSACTIONS
- -----------------------------------
Russian Imports issued unregistered common stock to its President, in exchange
for services as President, Secretary and Treasurer, and to non management
consultants and employees in exchange for their services. The issuance of shares
were recorded at their fair market value or par value. This is deemed
appropriate, rather than recording the issuance of shares at the offering price,
since Russian Imports' shares have no current book value.
Russian Imports shares office space and telephone services of the President of
Russian Imports at no charge.
NOTE 5. FISCAL YEAR END
- ------------------------
Russian Imports' fiscal year end is December 31st.
F-7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
PLAN OF OPERATIONS-IN GENERAL
The Company's initial plan of operations is to be the number one seller of
caviar and russian lacquer boxes on the Internet. The Company has financed its
operations to date through sales of its equity securities. See "Recent Sales of
Securities." The Company will also sell Russian Matroshka dolls and quality hand
made crystal imported from Russia. Lacquer boxes in the United States carry a
premium price. The company can import hand painted lacquer boxes from Russia at
a fraction of the wholesale cost in the U.S. The Company plans to sell lacquer
boxes, Matroshka dolls and Russian crystal at the lowest prices of any
wholesaler or retailer of Russian lacquer boxes and other imports on the
Internet. To do this, the Company will seek to establish marketing plan both on
the Internet and conventionally.
The Company has expanded its initial plan of operations to include the selling
of imported artifacts and objects from other parts of Asia, Europe, South
America and Africa. This plan was conceived in the first quarter and implemented
in the second quarter. Financing has been through stock issuances to consultants
and advisors in the relevant geographical territories. These items will be sold
on the Internet. To do this the Company will also seek to establish marketing
plan both on the Internet and conventionally. To date the Company has generated
no revenues in this phase of the business.
During the next twelve months, the Company plans to satisfy its cash
requirements by additional equity financing. There can be no assurance that the
company will be successful in raising additional equity financing, and, thus, be
able to satisfy its cash requirements, which primarily consist of legal and
accounting fees at the present time. If the company is not able to raise equity
capital, and it presently has no cash with which to satisfy any future cash
requirements. The company will need a minimum of $50,000 to satisfy its cash
requirements for the next 12 months. The company will not be able to operate if
it does not obtain equity financing. The Company has no current material
commitments. The Company depends upon capital to be derived from future
financing activities such as subsequent offerings of its stock. There can be no
assurance that the Company will be successful in raising the capital it
requires. The company does not anticipate any further research and development
of any products, nor does it expect to incur any research and development costs.
The company does not expect the purchase or sale of plant or any significant
equipment, and it does not anticipate any change in the number of its employees.
The Company has no current material commitments. The Company has generated no
revenue since its inception.
The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company will
be successful in raising the capital it requires through the sale of its common
stock.
9
PART II. OTHER INFORMATION
Item 1. Legal proceedings
NONE
Item 2. Changes in securities and use of proceeds
During this quarter, the Company issued 4,200,000 shares of its common stock,
pursuant to the S-8 Registration Statement previously registered with the
Securities and Exchange Commission, to four(4) three third party outside
consultants for services in developing products for import, such services valued
at $ 420,000. The issuances were part of a plan conceived in January 2001 and
implemented in this quarter.
Item 3. Defaults on senior securities
NONE
Item 4. Submission of items to a vote
NONE
Item 5. Other information
NONE
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
- ----------- ----------------------------------------------------
2.1 Acquisition agreement (3)
3.1 Articles of Incorporation (1)
3.2 Amendment to Articles of Incorporation(1)
3.4 By-Laws(1)
4.1 Form of Common Stock Certificate(2)
4.2 Subscription Agreement of Rene Dervaes(3)
10
5.1 Opinion of Kenneth G. Eade, Attorney at Law (including consent)(2)
6.1 Specimen of Stock Certificate(2)
10.1 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN(4)
23.1 Consent of Independent Accountant(2)
23.2 Consent of Kenneth G. Eade (filed as part of Exhibit 5.1)(2)
98.1 Subscription Agreement of Rene Dervaes(3)
- ----------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
(2) Incorporated herein by reference to the Company's Registration Statement on
Form SB-2.
(3) Incorporated herein by reference to the Company's 8-K current report filed
with the SEC on December 18, 2000.
(4) Incorporated herein by reference to the Company's Registration Statement on
Form S-8.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended June 30, 2001
11
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.
RUSSIAN IMPORTS.COM
(Registrant)
Date: Aug 20, 2001 /s/ A. Rene Dervaes, Jr.
-----------------------------------
By: A. Rene Dervaes, Jr,
President, CEO and Sole Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date Signature Title
- ---- --------- -----
Aug 20, 2001 /s/ A. Rene Dervaes, Jr.
--------------------------
By: A. Rene Dervaes, Jr President and Sole Director
12