UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
Commission File No. 000-30059
BENNETT REED, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0930440
(State of organization) (I.R.S. Employer Identification No.)
16810 E. Avenue of the Fountains, #200, Fountain Hills, Arizona 85268
(Address of principal executive offices)
Registrant's telephone number, including area code (602) 837-0017
Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days. No X
There are 3,000,000 shares of common stock outstanding as of
March 31, 2001.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Michael L. Stuck C.P.A., P.C.
7641 E. Gray Road, Suite G
Scottsdale, AZ. 85260
480-607-1084
May 3, 2001
Board of Directors and Stockholders
Bennett - Reed, Inc.
Fountain Hills, Arizona
We have compiled the accompanying balance sheets of Bennett
- - Reed, Inc. as of March 31, 2001 and March 31, 2000, and the
related statements of income, changes in stockholders' equity and
cash flows for the three months then ended, in accordance with
the Statement of Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of
financial statements information that is the representation of
management. We have not audited or reviewed the accompanying
financial statements and supplementary information, and,
accordingly, do not express an opinion or any other form of
assurance on them.
As discussed in Note 1, the Company has been in the
development stage since its inception on February 25, 1998.
Realization of the major portion of its assets is dependent upon
the Company's ability to meet its future financing requirements,
and the success of future operations. The accompanying financial
statements have been prepared assuming that the Company will
continue as a going concern.
The financial statements for the year ended December 31,
2000 and December 31, 1999, were audited by us and we expressed
an unqualified opinion on the statements in their report dated
February 14, 2000. We have not performed any auditing procedures
since that date.
Bennett - Reed, Inc.
(a development stage enterprise)
BALANCE SHEET
March 31, 2001, March 30, 2000 and December 31, 2000
ASSETS
Unaudited Unaudited Audited
March 31, March 31, December
2001 2000 31,
1999
CURRENT ASSETS
Cash -0- $ -0- $ -0-
PROPERTY AND EQUIPMENT -0- -0- $ -0-
--------- --------- ---------
$ -0- $ -0- $ -0-
========= ========= =========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Loan payable 900 $ -0- $ 900
-------- --------- ---------
TOTAL CURRENT LIABILITIES $ -0- $ -0-
-------- --------- ---------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
20,000,000 shares authorized,
3,000,000 shares issued and
outstanding 3,000 3,000 3,000
Preferred stock, $.001 par
value,
5,000,000 shares authorized, no
shares issued and outstanding -0- -0-
Deficit accumulated during
development stage (3,900) (3,000) (3,900)
-------- --------- ---------
(3,000) (3,000)
-------- --------- ---------
Total stockholders' equity 900 -0- (900)
-------- --------- ---------
$ -0- $ -0- $ -0-
======== ========= =========
See accompanying accountant's report.
The accompanying notes are an integral part of these financial
statements.
Bennett - Reed, Inc.
(stage enterprise a development)
STATEMENTS OF INCOME
For the Three Months Ended March 31, 2001 and March 31, 2000
The Years Ended December 31, 2000 and December 31, 1999
and the Period February 25, 1998 (inception) to March 31, 2001
February 25,
1998
Unaudited Audited (inception)
to
Three Months Ended March Year Ended March 31,
31
2001 2000 December 31, December 31, 2001
2000 1999
REVENUE $ -0- $ -0- $ -0- $ -0- $ -0-
COST OF SALES -0- -0- -0- -0- -0-
--------- --------- --------- -------- --------
GROSS PROFIT -0- -0- -0- -0- -0-
OPERATING EXPENSES
Filing Fees -0- -0- -0- -0- 300
Professional Fees -0- -0- 900 -0- 3,600
--------- --------- --------- -------- --------
-0- -0- 900 -0- 3,900
--------- --------- --------- -------- --------
NET INCOME (LOSS)
BEFORE INCOME TAXES (-0-) (-0-) (900) (-0-) (3,900)
INCOME TAXES -0- -0- -0- -0- -0-
--------- --------- --------- -------- --------
NET INCOME (LOSS) $ (-0-) $ (-0-) $ (900) $ (-0-) $ (3,900)
========= ========== ========= ======== =========
EARNINGS PER SHARE OF
COMMON
STOCK $ -0- $ -0- $ -0- $ -0-
WEIGHTED AVERAGE
NUMBER
OF SHARES OUTSTANDING 3,000,000 3,000,000 3,000,000 3,000,000
See accompanying accountant's report.
The accompanying notes are an integral part of these financial statements.
Bennett - Reed, Inc.
(a development stage enterprise)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2001 and March 31, 2000
The Years Ended December 31, 2000 and December 31, 1999
and the Period February 25, 1998 (inception) to March 31, 2001
Unaudited Audited February 25,
1998
Three Months Ended March Year Ended (inception) to
31
2001 2000 December December 31, March 31, 2001
31, 2000 1999
Net Income/(Loss) $ -0- $ -0- $ (900) $ -0- $ (3,900)
Adjustments to
reconcile net income to
net cash provided by
operating activities:
Loan payable: -0-
-0- 900 -0- 900
--------- --------- -------- ------- --------
Cash From Operations -0- -0- -0- -0- (3,000)
--------- --------- -------- ------- --------
Cash From Investing
Activities -0- -0- -0- -0- -0-
--------- --------- -------- ------- --------
Cash From Financing
Activities
Stock issued -0- -0- -0- -0- 3,000
--------- --------- -------- ------- --------
Net Increase in Cash -0- -0- -0- -0- -0-
Beginning Cash Balance -0- -0- -0- -0- -0-
--------- --------- -------- ------- --------
Ending Cash Balance $ -0- $ -0- $ -0- $ -0- $ -0-
========= ========= ======== ======= ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Professional fees incurred by the Company were paid directly by a shareholder of
the Company.
See accompanying accountant's report.
The accompanying notes are an integral part of these financial statements.
Bennett - Reed, Inc.
(a development stage enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
March 31, 2001
Deficit
Accumulated
Paid in During
Preferred Stock Common Stock Capital Development
Stock Amount Stock Amount Amount Stage Total
Balance February
25, 1998 -0- $ -0- -0- $ -0- $ -0- $ -0- $ -0-
Stock issued -0- -0- 3,000,000 3,000 -0- -0- 3,000
Retained Earnings
(Loss) -0- -0- -0- -0- -0- (3,000) (3,000)
------- -------- --------- -------- -------- -------- --------
Balance December
31, 1998 -0- -0- 3,000,000 3,000 -0- (3,000) -0-
Retained Earnings
(Loss) -0- -0- -0- -0- -0- -0- -0-
------- -------- --------- -------- -------- -------- --------
Balance December
31, 1999 -0- -0- 3,000,000 3,000 -0- (3,000) -0-
Retained Earnings
(Loss) -0- -0- -0- -0- -0- (900) (900)
------- -------- --------- -------- -------- -------- --------
Balance December
31, 2000 -0- -0- 3,000,000 $ 3,000 -0- (3,900) (900)
Retained Earnings -0- -0- -0- -0- -0- -0- -0-
(Loss)
Balance March 31, -0- -0- 3,000,000 3,000 -0- (3,900) (900)
2001
======= ======== ========= ======== ======== ======== ========
See accompanying accountant's report.
The accompanying notes are an integral part of these financial statements.
Bennett - Reed, Inc.
(a development stage enterprise)
Notes to Financial Statements
March 31, 2001, December 31, 2000 and March 31, 2000
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Operations
The Company was organized under the laws of the state
of Nevada in 1998 and is authorized to do business in
the United States. The Company has no revenue from
operations during the period covered by this financial
statement.
Method of Accounting
These financial statements are prepared on the accrual
basis of accounting in accordance with generally
accepted accounting principles. Consequently, revenues
are recognized when earned and expenses are recognized
when the obligation is actually incurred.
Income Taxes and Cash Flows
The Company accounts for income taxes and the statement
of cash flows in accordance with Financial Accounting
Standards Board Statement No. 109 and No. 95.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid
investments with a maturity of three months or less
when purchased.
NOTE 2: CASH
The Company has no bank accounts at this time.
NOTE 3 - EARNINGS PER SHARE
Earnings per share has been computed by dividing net
income/(loss) by the weighted average number of common
shares outstanding for the period. There are no items
which are deemed to be common stock equivalents during
the audit period.
NOTE 4: COMMON STOCK
As of March 31, 2001, December 31, 2000 and March 31,
2000, the Company had 3,000,000 shares of common stock,
par value $0.001, issued and outstanding.
NOTE 5 - LEASE COMMITMENTS
The Company currently has no commitments for leases or
contingencies.
NOTE 6 - 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.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, those expectations reflected in forward-looking
statements contained in this Statement.
Plan of Operation
The Company's Plan of Operation has not changed since the filing
of its Form 10-SB filed with the SEC on March 22, 2000. The
description of the current plan of operation is incorporated by
reference to Section 2 of its Form 10-SB.
Competition
The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel
resources and technical expertise than the Company. In view of
the Company's combined extremely limited financial resources and
limited management availability, the Company will continue to be
at a significant competitive disadvantage compared to the
Company's competitors.
Employees
The Company has no full time or part-time employees. None of the
officers and directors anticipates devoting more than ten (10%)
percent of his or her time to Company activities. The Company's
President and Secretary have agreed to allocate a portion of said
time to the activities of the Company, without compensation.
These officers anticipate that the business plan of the Company 8
can be implemented by their devoting minimal time per month to
the business affairs of the Company and, consequently, conflicts
of interest may arise with respect to the limited time commitment
by such officers. See "Item 5 - Directors, Executive Officers,
Promoters and Control Persons - Resumes" on the Form 10-SB filed
with the SEC on March 22, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
No issues of securities and no changes in the existing securities
took place during the period covered by this report. At the end
of the quarter there were 3,000,000 shares of common stock
outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
a) The exhibit consisting of the Company's Articles of
Incorporation is attached to the Company's Form 10-SB, filed on
March 22, 2000. This exhibit is incorporated by reference to that
Form.
b) The exhibit consisting of the Company's Bylaws is attached
to the Company's Amended Form 10-SB, filed on March 22, 2000.
This exhibit is incorporated by reference to that Form.
Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bennett Reed, Inc.
By:/s/ Bruce Eaton
Bruce Eaton, President
Date: May 15, 2001