UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2001,
Commission File Number 000-25761
FREESOFTWARECLUB.COM, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 88-0414076
----------------------- ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
600 Bancroft Way, Berkeley, California 94710
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (510) 649-4922
Not Applicable
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(Former name, address or 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 X No
------------- -------------
The total number of shares outstanding of the issuer's common shares, par
value $ .001 as of the date of this report:
16,947,500
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
FREESOFTWARECLUB.COM, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2001
FREESOFTWARECLUB.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM BALANCE SHEET
AS AT JUNE 30, 2001
(UNAUDITED)
2001 2000
ASSETS
CURRENT
Cash $ 15,619 $ 280,907
Accounts receivable 28,448 942
Inventory - 18,901
Due from shareholders 5,748 5,748
Prepaid expenses 419 16,770
--------- ----------
50,234 323,268
--------- ----------
FIXED - AT COST
Computer equipment 16,380 -
Less: Accumulated depreciation (2,034) -
--------- ----------
14,346 -
--------- ----------
TOTAL ASSETS $ 64,580 $ 323,268
========= ==========
The accompanying notes are an integral part of these financial statements.
FREESOFTWARECLUB.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM BALANCE SHEET
AS AT JUNE 30, 2001
2001 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable $ 225,806 $ 208,208
Notes payable 50,000 -
--------- ---------
TOTAL LIABILITIES 275,806 208,208
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, authorized
100,000,000, issued and outstanding
- 16,947,500 (2000 - 16,947,500) 16,948 16,948
Additional paid-in capital 826,058 826,058
Deficit accumulated during development stage (1,054,232) (727,946)
---------- -------
TOTAL STOCKHOLDERS' EQUITY (211,226) 115,060
---------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 64,580 $ 323,268
========= =========
The accompanying notes are an integral part of these financial statements.
FREESOFTWARECLUB.COM, INC
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF OPERATIONS
(UNAUDITED)
April 15, 1999
Three Months Three Months Date of
Ended June 30, Ended June 30, Inception to
2001 2000 June 30, 2001
REVENUE $ 19,406 $ - $ 99,784
--------- --------- ---------
EXPENSES
Web development and maintenance 7,250 64,000 739,716
General and administrative 55,240 381,865 386,871
Other - - 26,629
--------- --------- ---------
62,490 445,865 1,153,216
--------- --------- ---------
LOSS BEFORE INCOME TAXES (43,084) (445,865) (1,053,432)
INCOME TAXES - - 800
--------- --------- ---------
NET LOSS $ (43,084) $ (445,865) $(1,054,232)
========= ========= ==========
Weighted average number of shares
outstanding 16,947,500 16,947,500
========== ==========
Net Loss Per Share - basic and
diluted $ (0.003) $ (0.03)
========== ==========
The accompanying notes are an integral part of these financial statements.
FREESOFTWARECLUB.COM, INC
(A DEVELOPMENT STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
(UNAUDITED)
April 15, 1999
Three Months Three Months Date of
Ended June 30, Ended June 30, Inception to
2001 2000 June 30, 2001
OPERATING ACTIVITIES
Net loss for the period $ (43,084) $ (445,865) $(1,054,232)
Non-cash items
Depreciation - - 2,034
Change in assets and liabilities
Accounts receivable 17,642 (942) (28,448)
Inventory - (18,901) -
Prepaid expenses 12,500 24,930 (419)
Accounts payable 19,198 191,383 225,806
--------- --------- ---------
Net cash provided (used) in
operating activities 6,256 (249,395) (855,259)
--------- --------- ---------
FINANCING ACTIVITIES
Proceeds from issuance of
common stock - - 737,258
Increase in notes payable - - 150,000
--------- --------- ---------
Net cash provided from financing
activities - - 887,258
--------- --------- ---------
INVESTING ACTIVITES
Purchase of computer equipment - - (16,380)
--------- --------- ---------
Net cash used in investing
activities - - (16,380)
--------- --------- ---------
NET CHANGE IN CASH 6,256 (249,395) 15,619
CASH AND EQUIVALENTS - BEGINNING
OF PERIOD 9,363 530,302 -
--------- --------- ---------
CASH AND EQUIVALENTS - END OF
PERIOD $ 15,619 $ 280,907 $ 15,619
========= ========= =========
Supplemental Cash Flow Information
Interest paid $ - $ - $ -
========= ========= =========
Taxes paid $ - $ - $ 800
========= ========= =========
Noncash Financing Activities
In March 2000, a note payable in
the amount of $ 100,000 was
converted into 66,667 shares of
common stock $ - $ - $ 100,000
========= ========= =========
The accompanying notes are an integral part of these financial statements.
FREESOFTWARECLUB.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM APRIL 15,1999(INCEPTION) TO JUNE 30, 2001
(UNAUDITED)
DEFICIT
ACCUMULATED
ADDITIONAL DURING
COMMON STOCK PAID IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
April 15, 1999 -
stock issued to
founders 5,747,971 $ 5,748 $ - $ - $ 5,748
June 15, 1999 -
stock issued for
cash 4,252,029 4,252 120,506 - 124,758
March 15, 2000 -
conversion of
stock through
reverse
acquisition 3,158,000 3,158 (3,158) - -
March 15, 2000 -
Issuance of
common stock in
exchange for
common stock of
Sacio, Inc. upon
acquisition 3,289,500 3,290 (3,290) - -
March 24, 2000 -
Issuance of stock
for cash (net of
costs of
$ 37,500) 433,333 433 612,067 - 612,500
March 24, 2000 -
Conversion of note
payable into common
stock 66,667 67 99,933 - 100,000
Net loss - year ended
March 31, 2000 - - - (282,081) (282,081)
Net loss - year ended
March 31, 2001 - - - (729,067) (729,067)
Net loss - period
ended June 30, 2001 - - - (43,084) (43,084)
--------- -------- --------- --------- ----------
Balances - June 30,
2001 16,947,500 $ 16,948 $ 826,058 $(1,054,232) $ (211,226)
========== ======== ========= ========== ==========
FreeSoftwareClub.com, Inc.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2001
(UNAUDITED)
NOTE 1 -Summary of Significant Accounting Policies:
Nature of Business
FreeSoftwareClub.com, Inc. (the "Company") was incorporated on April 15, 1999 in
the State of Nevada. The Company is an on-line membership club that offers
fully licensed software to members. The Company charges members a monthly fee
to access the Company's catalog of software offered.
Reverse Acquisition
In March 2000, FreeSoftwareClub.com, Inc, a Nevada corporation, ("FSC.com") was
acquired by Sacio, Inc., a Delaware corporation, ("Sacio") through an exchange
of common stock. Sacio had no significant assets or liabilities at the
acquisition date and had not had any operations for the last three years. Each
share of FSC.com stock was converted to 1.3158 shares of Sacio. After the
exchange, the former FSC.com shareholders owned 80% of the outstanding shares of
Sacio. The transaction was accounted for as a recapitalization of FSC.com;
therefore the financial statements represent the operations of FSC.com.
Concurrent with the acquisition, Sacio changed its name to FreeSoftwareClub.com,
Inc.
A summary of significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:
Basis of Presentation
Development Stage Company
The Company has not earned significant revenue from planned principal
operations. Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity (deficit) and cash flows disclose activity since the date of the
Company's inception.
Basis of Accounting:
The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
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 those estimates.
FreeSoftwareClub.com, Inc.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2001
(UNAUDITED)
NOTE 1 -Summary of Significant Accounting Policies: (Continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considered all cash
and other highly liquid investments with initial maturities of three months or
less to be cash equivalents.
Income Taxes
The Company accounts for income taxes under SFAS No. 109, which requires the
asset and liability approach to accounting for income taxes. Under this method,
deferred tax assets and liabilities are measured based on differences between
financial reporting and tax bases of assets and liabilities measured using
enacted tax rates and laws that are expected to be in effect when differences
are expected to reverse.
Fixed Assets
The Company follows the practice of capitalizing, at cost, all expenditures for
fixed assets in excess of $1,000. Depreciation is computed on a straight-line
basis over the estimated useful lives of the assets of three to five years using
a straight-line method.
Net (Loss) Per Common Share
The net (loss) per share is calculated by dividing net loss for the period by
the average number of common share outstanding for the period. The Company does
not have any potentially dilutive securities outstanding which might be
considered dilutive for the purpose of calculating diluted loss per share.
Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments, which include cash,
accounts receivable, accounts payable, accrued expenses and notes payable,
approximate their fair value.
Product Development Costs
Product development costs include expenses incurred by the Company to maintain,
monitor and manage the Company's website. The Company expenses all cost
incurred that related to the planning and post implementation phases of
development. Costs incurred in the development phase are capitalized and
recognized over the product's estimated useful life if the product is expected
to have a useful life beyond one year. As of June 30, 2001, no costs have been
capitalized.
Other Comprehensive Income
The Company has no material components of other comprehensive income (loss) and
accordingly, net loss is equal to comprehensive loss in all periods.
FreeSoftwareClub.com, Inc.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2001
NOTE 1 -Summary of Significant Accounting Policies: (Continued)
Segment Information
The Company operates primarily in a single operating segment, providing software
and services that connect people to catalog sales over the Internet.
Note 2 - NOTES PAYABLE
The following is a summary of notes payable as of March 31, 2001
Note payable to a corporation, collateralized by Company's e-mail
database, 8% interest, due on demand $25,000
Note payable to a corporation, collateralized by Company's e-mail
database, 8% interest, maturity date - August 2001 25,000
------
$50,000
======
NOTE 3 - Income Taxes:
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.
The Company has deferred income tax assets, which have been fully reserved as
follows:
Deferred tax assets
Net operating loss carryforwards $886,464
Valuation allowance for deferred tax assets (886,464)
--------
Net deferred tax assets $ -
=======
At June 30, 2001, the Company had net operating loss carryforwards of
approximately $1,054,232 for federal income tax purposes. These carryforwards,
if not utilized to offset taxable income will expire in 2020.
FreeSoftwareClub.com, Inc.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2001
NOTE 4 - Related Parties:
Certain officers and members of the Board of Directors of the Company are
principals of firms from which FreeSoftwareClub.com, Inc has contracted for the
majority of its website design, maintenance, marketing, and technical support
during the period ended. Under the terms of the agreements, The Company
receives website design and maintenance, consulting and promoting and creative
services. The agreement expired in May 2000 and management has extended the
agreement on a month-to-month basis. Monthly fees under the terms of the
contract are $6,000.
During the period then ended fees for these services totaled $25,182. At June
30, 2001, the Company had accounts payable totaling $65,383 to these related
parties.
NOTE 5- Going Concern
The Company is a development stage company, and as such is dependent upon its
ability to raise capital through private and public funding. In view of these
matters, realization of a major portion of the assets in the accompanying
balance sheet is dependent upon continued operations of the Company, which in
turn is dependent upon the Company's ability to meet its financial requirements.
The future success of the Company is likely to be dependent on its ability to
obtain capital to develop and commercialize its proposed products, and
ultimately, upon its ability to attain future profitable operations. There can
be no assurance that the Company will be successful in obtaining such financing,
or that it will attain positive cash flow from operations. Management believes
that actions presently being taken to revise the Company's operating and
financial requirements provide the opportunity for the Company to continue as a
going concern.
NOTE 6- Contingencies
On December 1, 2000, the Company entered into an agreement with Network Commerce
Inc. and Speedyclick, Corp, a wholly owned subsidiary of Network Commerce Inc.
Speedyclick contracted to provide to the Company in accordance with its
agreement with the Company with opt-out registration opportunities by providing
to the Company one million registrations per month for 3 months commencing
December 1, 2000. As compensation, Speedyclick would receive a total of
1,200,000 shares of common stock of the Company, paid 400,000 per month over
the period of the contract. The contact was valued at $ 0.18 per share or
$ 216,000. However, Speedyclick only provided 1/3 of the required monthly
amount in the first month and went out of business. As a result the Company has
not issued any shares to Speedyclick or to its parent Network Commerce Inc.
There has been no further correspondence or contact by Network Commerce Inc. in
relation to this matter. The Company believes that there could be a potential
liability totaling approximately 133,000 shares or approximately $ 24,000 which
has not been reflected in the records of the Company.
FreeSoftwareClub.com, Inc.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2001
(UNAUDITED)
NOTE 6- Stock Plans
The company has adopted an "Equity Incentive Plan" as of June 1, 2000 for the
issuance of up to 2,000,000 shares of stock to employees(including officers and
directors who are also employees) of the Company. Non-qualifying stock options
may be granted to employees, officers, directors and consultants of the Company;
provided such consultants render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction. A person may be
granted more than one Award under this Plan.
In the event that the number of outstanding shares of the Company are affected
by a stock dividend, recapitalization, stock split, or reverse stock split or
any other such change, then the number of shares reserved for this Plan will be
adjusted proportionately as well as the exercise price and the number of shares
already outstanding under this Plan.
The exercise price of an Option will be determined by a Committee when the
Option is granted and may not be less than 85% of the Fair Market Value of the
Shares on the date of the grant; provided that (i) the Exercise Price of an
Incentive Share Option will not be less than 100% of the Fair Market Value.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
PLAN OF OPERATIONS
Overview
During the quarter ended June 30, 2001, management focused on raising funds to
continue operations, and implementing the plan to generate increased site
traffic, subscriptions, and revenues.
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES SUCH AS THE DEPENDENCE OF THE COMPANY ON AND THE ADEQUACY
OF CASH FLOWS. THESE FORWARD-LOOKING STATEMENTS AND OTHER STATEMENTS
MADE ELSEWHERE IN THIS REPORT ARE MADE IN RELIANCE ON THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
Plan of Operations
During the quarter, the Company focused on maintaining revenue-generating
programs. The Company lost its primary source for new members in the last month
of the previous quarter due to Network Commerce, Inc. shutting of its consumer
operations. Several other sources were tested in the period, but these sources
required payment in cash and the company was unable to commit to these beyond
the test period.
The company subsequently added 5,000 new members during the period. Revenues
were sustained by continuing outbound email campaigns, but declined due to the
lack of marketing.
Marketing Strategies
The major thrust of the Company's marketing plan continues to be to acquire new
users by the use of opt-in email promotions, and will continue to concentrate on
low cost promotions to drive site traffic and generate memberships.
The Company's plan is to continue to promote the new member offer to subscribers
and convert a high percentage of these customers to active members, and to
continue offering a weekly newsletter containing special offers to members and
non-members alike.
These offers have proven to be successful at generating site traffic and
revenues, and help maintain customer loyalty.
Results of Operations
The Company generated gross revenue of $ 19,406 in the quarter ending June 30,
2001. These revenues came from opt-in registrations, advertising, and
commissions earned from affiliated product promotions.
Total operating expenses of $ 62,490 for the three months ended June 30, 2001
resulted primarily from Legal, Accounting, and Insurance fees, General and
Administrative expenses as related to salaries and wages totaling $ 55,240, web
site development of 7,250.
During the Quarter, the CEO took further steps to reduce the cost of operations.
Operational costs were reduced by eliminating or negotiating lower fees from
service providers, and reduced marketing expenses.
The Company's business model appears to have the ability to generate sufficient
cash within its operational costs and become cash flow positive, given the
contracts for new member acquisition available to it. However, due to the
precarious nature of the company, the Company has not executed these agreements.
Liquidity and Capital Resources
The Company has focused on efforts to secure additional funding in the period.
The CEO and members of the Board of Directors took steps to prepare materials
and initiate negotiations with a wide range of potential investors, partners, or
companies that might be interested in purchasing the company. No new funding was
found during the period.
The Company anticipates that it may not be able to continue operations without
additional capital.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
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
(a) Exhibits:
11.0 Statement Regarding Computation of Per Share Earnings - see
statement of operations
(b) Reports on Form 8-K
8-K filed on July 16, 2001 notifying the change in auditors and
incorporated by reference.
SIGNATURES
Pursuant to the requirements 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.
FREESOFTWARECLUB.COM, INC.
(Registrant)
Dated: August 14, 2001 /s/ RICHARD MILES
-------------------------------
Richard Miles - President