FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 ---------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-26461 ------- SNELLING TRAVEL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 58-2368425 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Pharr Road, No. A-207, Atlanta, Georgia 30305 ------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) (404) 841-0111 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) 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 XX No ---- ---- 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 practicable date. Class of Stock Amount Outstanding ------------------------ ----------------------------- $.001 par value 44,225,000 shares outstanding Common Stock at May 15, 2001 SNELLING TRAVEL, INC. (a development stage company) CONTENTS Part I. FINANCIAL INFORMATION Item 1. Financial Statements Page Number Balance Sheets as of March 31, 2001 (unaudited) and December 31, 2000 1 Statements of Operations for the three-month periods ended March 31, 2001 and 2000 and for the period from December 15, 1997 (inception) through March 31, 2001 (unaudited) 2 Statement of Stockholders' Deficit for the period December 15, 1997 (inception) through March 31, 2001 3 Statements of Cash Flows for the three-month periods ended March 31, 2001 and 2000 and for the period from December 15, 1997 (inception) through March 31, 2001 (unaudited) 4 Notes to Financial Statements (unaudited) 5 Item 2. Management's Discussion and Analysis or Plan of Operation 7 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 8 Signatures 9 i SNELLING TRAVEL, INC. (a development stage company) BALANCE SHEETS ASSETS March 31, December 31, 2001 2000 ---------- ---------- (unaudited) Current assets: Cash $ 1,398 $ 5,811 ---------- ---------- Total current assets $ 1,398 $ 5,811 ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 16,679 $ 14,247 ---------- ---------- Total current liabilities 16,679 14,247 ---------- ---------- Stockholders' deficit: Common stock, $.001 par value 100,000,000 shares authorized, 44,225,000 shares issued and outstanding 44,225 44,225 Additional paid-in capital 25,475 23,675 Deficit accumulated during the development stage (84,981) (76,336) ---------- ---------- Total stockholders' deficit (15,281) (8,436) ---------- ---------- Total liabilities and stockholders' deficit $ 1,398 $ 5,811 ========== ========== See notes to financial statements 1 SNELLING TRAVEL, INC. (a development stage company) STATEMENTS OF OPERATIONS (UNAUDITED) Three-month period December 15, 1997 ended March 31, (inception) -------------------------------- through 2001 2000 March 31, 2001 --------------- -------------- ----------------- Revenue $ - $ - $ - Operational expenses: Professional services 6,293 15,217 56,291 Stock transfer 142 73 4,198 Filing fees 385 225 4,181 Officer compensation 1,500 1,500 13,500 Rent 300 300 2,700 Website design - - 1,933 Travel - - 249 Office 25 1,027 1,929 --------------- -------------- ------------------ 8,645 18,342 84,981 --------------- -------------- ------------------ Net loss $ (8,645) $ (18,342) $ (84,981) =============== ============== ================== Basic loss per share $ (0.00) $ (0.00) $ (0.00) =============== ============== ================== Weighted average shares outstanding 44,225,000 44,225,000 39,619,438 =============== ============== ================== See notes to financial statements 2 SNELLING TRAVEL, INC. (a development stage company) STATEMENT OF STOCKHOLDERS' DEFICIT Deficit accumulated Common stock Additional during the -------------------------- paid-in development Shares Amount capital stage ---------- ---------- ------------ ----------- Stock issued at inception (December 15, 1997) 29,000,000 $ 29,000 $ (28,000) $ - Net loss - - - (1,000) ---------- ---------- ------------ ----------- Balance at December 31, 1997 29,000,000 29,000 (28,000) (1,000) Stock issued in connection with private placement 15,225,000 15,225 37,275 - Net loss - - - (92) ---------- ---------- ------------ ----------- Balance at December 31, 1998 44,225,000 44,225 9,275 (1,092) Rent and salary contributed by officer - - 7,200 - Net loss - - - (33,926) ---------- ---------- ------------ ----------- Balance at December 31, 1999 44,225,000 44,225 16,475 (35,018) Rent and salaries contributed by officer - - 7,200 - Net loss - - - (41,318) ---------- ---------- ------------ ----------- Balance at December 31, 2000 44,225,000 44,225 23,675 (76,336) Rent and salary contributed by officer - - 1,800 - Net loss (unaudited) - - - (8,645) ---------- ---------- ------------ ----------- Balance at March 31, 2001 (unaudited) 44,225,000 $ 44,225 $ 25,475 $ (84,981) ========== ========== ============ =========== See notes to financial statements 3 SNELLING TRAVEL, INC. (a development stage company) STATEMENTS OF CASH FLOWS (UNAUDITED) Three-month period December 15, 1997 ended March 31, (inception) ------------------------- through 2001 2000 March 31, 2001 ------------------------- ----------------- Net loss $ (8,645) $ (18,342) $ (84,981) Adjustments to reconcile net loss to net cash used in operating activities: Stock issued for services - - 1,000 Rent and salary contributed by officer 1,800 1,800 16,200 Increase in accounts payable 2,432 11,830 16,679 ---------- ---------- ---------------- Net cash used in operating activities (4,413) (4,712) (51,102) ---------- ---------- ---------------- Cash flows from financing activities: Proceeds from issuance of common stock - - 52,500 ---------- ---------- ---------------- Net cash provided by financing activities - - 52,500 ---------- ---------- ---------------- Net increase (decrease) in cash (4,413) (4,712) 1,398 Cash, beginning of period 5,811 27,817 - ---------- ---------- ---------------- Cash, end of period $ 1,398 $ 23,105 $ 1,398 ========== ========== ================ See notes to financial statements 4 SNELLING TRAVEL, INC. (a development stage company) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) March 31, 2001 1. Unaudited interim financial statements The accompanying unaudited financial statements have been prepared in accordance with the instructions for Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements of Snelling Travel, Inc. and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. History and business activity On December 15, 1997, the Company was incorporated under the laws of Colorado. The Company's primary purpose is to engage in the travel business, specializing in adventure travel within the United States, Canada, Mexico, and the Caribbean. During August 1999, the Company filed a registration statement with the U.S. Securities and Exchange Commission on Form 10-SB, thereby registering its common stock under the Securities and Exchange Act of 1934, as amended ("34 Act"). Development stage The Company is currently in the developmental stage and has no significant operations to date. 5 1. Summary of significant accounting policies (continued) Basic loss per common share Basic loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted average number of shares outstanding during the period. Diluted loss per share amounts are not presented because they are anti-dilutive. Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements. These reclassifications have no effect on previously reported income. 2. Stockholders' deficit Stock split During December 1999, the Board of Directors authorized a twenty-nine-for-one split of the Company's common stock. The Company's capital structure, including all references to common stock, additional paid-in capital, common shares outstanding, average number of common stock shares outstanding, stock options and per share amounts, have been restated for all periods presented to reflect the stock split on a retroactive basis. 3. Basis of presentation In the course of its development activities, the Company has sustained continuing losses and expects such losses to continue for the foreseeable future. To address this situation, the Company's management plans on advancing funds on an as needed basis. In the longer term, it is hoped that revenues from the operations of the business or a merger candidate, if found will sustain operations. The Company's ability to continue as a going concern is dependant on these additional management advances, and, ultimately upon achieving profitable operations through the business or a merger candidate. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Introduction Certain statements contained herein constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements include, without limitation, statements regarding the Company's plan of business operations, anticipated revenues and related expenditures. Factors that could cause actual results to differ materially include, among others, the following: acceptability of the Company's services in the retail market place, general economic conditions, political and economic conditions in the United States and abroad, competition in the airline industry and the overall state of the travel industry. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, the Company disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise. Plan of Operation At March 31, 2001, the Company remained in the development stage, having no revenue from operations. Marketing is conducted through a site maintained by the Company on the World Wide Web, as well as the personal contacts of the Company's president. The Company places banner advertisements on Web sites maintained by third parties in an effort to attract customers. Such advertising represents an effort by the Company to obtain additional exposure for its services. The Company's sole employee continues investigation of travel destinations and accommodations in an effort to broaden the Company's programs. Receipt of revenue by the Company is dependent on the success of these and other marketing efforts conducted by the Company. There is no assurance when, if ever, revenues will be received. During the three month period ended March 31, 2001, the Company realized a net loss of $8,645, or $.00 per share. This represents a decrease of approximately $10,000 from the loss for the three months ended March 31, 2000. During the first quarter of 2000, the Company incurred significant legal expenses in connection with an attempted merger which was not completed. Significant expenses for the first quarter of 2001 include legal and accounting fees associated with the Company's filing obligation as an SEC reporting company. Salaries and rent accrued during the three month period ended March 31, 2001 in the amount of $1,800 have been donated by the Company's president. Accordingly, those expenses represent non-cash expenses. Expenses anticipated in the future include administrative expenses similar to those incurred to date, as well as direct costs associated with travel programs proposed to be implemented by the Company. Notwithstanding its efforts to conserve working capital, the Company has exhausted the cash that was raised in its initial offering. In addition, the Company has been unsuccessful in generating any revenue from its marketing efforts and little interest in its service. As a result, management has 7 determined to expand its plan and investigate other business opportunities. These opportunities may include mergers with, or acquisitions of, other businesses with operations within or without the travel industry. The objective of management is to identify one or more opportunities which will provide value to its shareholders. This may include acquisition of a business that would benefit from the Company's status as a publicly-traded entity. However, there is no assurance that these efforts will be successful or that any business will be identified. In that event, the Company may be forced to cease operations and liquidate any remaining assets. Liquidity and Capital Resources At March 31, 2001, the Company had a deficit in working capital of ($15,281), consisting of current assets of $1,398 and current liabilities of $16,679. Current assets consisted entirely of cash, while current liabilities consisted of accounts payable. The Company has no specific capital requirements at this time other than payment of accounts payable and general and administrative expenses. Management believes that the additional cash will be need to be raised to continue operations in 2001, and the Company will require additional cash in order to expand its marketing beyond the limited amount currently conducted. The Company will require additional cash to maintain its reporting obligations with the SEC. Any additional cash required for operations will be sought from private debt or equity financing. PART II. OTHER INFORMATION Item 1. Legal Proceedings. No report required. Item 2. Changes in Securities and Use of Proceeds. No report required. Item 3. Defaults Upon Senior Securities. No report required. Item 4. Submission of Matters to a Vote of Security Holders. No report required. Item 5. Other Information. No report required. Item 6. Exhibits and Reports on Form 8-K. (a) None (b) There were no reports on Form 8-K. 8 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SNELLING TRAVEL, INC. Date: May 17, 2001 By: /s/ Rollins C. Snelling, Jr. ------------ ---------------------------- Rollins C. Snelling, Jr., President and Treasurer 9