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 September 30, 1999 Commission File
No. 000-27139
10
E-COMMERCE GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0293704
(State of organization) (I.R.S. Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-2500
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. Yes X
There are 6,000,000 shares of common stock outstanding as of
September 30, 1999.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
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 August 25, 1999. The
description of the current plan of operation is incorporated by
reference to Section 2 of its Form 10-SB.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
report.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
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 6,000,000 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.
FINANCIAL STATEMENTS
Audited financial statements as of September 30, 1999, and for
the nine-month and three-month periods then ended.
INDEPENDENT AUDITORS' REPORT
Board of Directors November 19, 1999
e-commerce group Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of E-commerce
group Inc. (A Development Stage Company), as of September 30,
1999, and December 31, 1998, and the related statements of
stockholders' equity for September 30, 1999, and December 31,
1998, and statements of operation and cash flows for the three
months ending September 30, 1999, and September 30, 1998, for the
nine months ended September 30, 1999, and September 30, 1998, and
the two years ended December 31, 1998, and December 31, 1997, and
the period February 7, 1991 (inception), to September 30, 1999.
These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of E-
commerce group Inc. (A Development Stage Company), as of
September 30, 1999, and December 31, 1998, and the related
statements of stockholders' equity for September 30, 1999, and
December 31, 1998, and statements of operation and cash flows for
the three months ending September 30, 1999, and September 30,
1998, for the nine months ended September 30, 1999, and September
30, 1998, and the two years ended December 31, 1998, and
December 31, 1997, and the period February 7, 1991 (inception),
to September 30, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note #5 to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
E-COMMERCE GROUP INC.
(A Development Stage Company)
BALANCE SHEET
9 Mos. Ended Year Ended
September 30, December 31,
1999 1998
ASSETS
CURRENT ASSETS: 0 0
TOTAL CURRENT ASSETS 0 0
OTHER ASSETS; 0 0
TOTAL OTHER ASSETS 0 0
TOTAL ASSETS 0 0
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Officers Advances 3,755 0
TOTAL CURRENT LIABILITIES 3,755 0
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value, 6,000
authorized 50,000,000 shares
issued and outstanding
December 31, 1998 - 6,000,000
September 30, 1999 - 6,000,000 6,000
Additional paid-in Capital -3,500 -3,500
Deficit accumulated during the -6,255 -2,500
development stage
TOTAL STOCKHOLDERS' EQUITY -3,755 0
TOTAL LIABILITIES AND 0 0
STOCKHOLDERS' EQUITY
E-COMMERCE GROUP INC.
(A Development Stage Company)
STATEMENT OF OPERATION
3 Mos. 3 Mos. 9 Mos. 9 Mos.
Ended Sept. Ended Sept. Ended Sept. Ended Sept.
30, 1999 30, 1998 30, 1999 30, 1999
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling 1,000 0 3,755 0
and
Administrative
Total Expenses 1,000 0 3,755 0
Net Profit/Loss(--1,000 0 -3,755 0
)
Net Profit/Loss .0002 NIL -.0006 NIL
(-) Per weighted
Share (Note 2)
Weighted average 6,000,000 6,000,000 6,000,000 6,000,000
Number of common
Shares
outstanding
The accompanying notes are an integral part of these financial
statements.
E-COMMERCE GROUP INC.
(A Development Stage Company)
STATEMENT OF OPERATION (continued)
Year Ended Year Ended Jan. 7,
Dec. 31, Dec. 31, 1993
1998 1997 (inception)
to Sept.
30, 1999
INCOME:
Revenue 0 0 0
EXPENSES:
General, Selling 0 0 6,255
and
Administrative
Total Expenses 0 0 6,255
Net Profit/Loss(-0 0 -6,255
)
Net Profit/Loss NIL NIL -.0010
(-) Per weighted
Share (Note 2)
Weighted average 6,000,000 6,000,000 6,000,000
Number of common
Shares
outstanding
The accompanying notes are an integral part of these financial
statements.
E-COMMERCE GROUP INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Shares Stock Amount Additional paid- Accumulated
in Capital Deficit
Balance, 6,000,000 $6,000 $-3,500 $-2,500
December 31, 1997
Net loss year ended 0
December 31, 1998
Balance, 6,000,000 $6,000 $-3,500 $-2,500
December 31, 1998
Net loss, January -3,755
1, 1999 to
September 30, 1999
Balance, 6,000,000 $6,000 $-3,500 $-6,255
September 30, 1999
The accompanying notes are an integral part of these financial
statements.
E-COMMERCE GROUP INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
3 Mos. Ended 3 Mos. Ended 9 Mos. Ended 9 Mos. Ended
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1999 Sept. 30, 1998
Cash Flows from
Operating Activities:
Net Loss -1,000 0 -3,755 0
Adjustment to 0 0 0 0
Reconcile net loss to
cash provided by
operating activities:
Changes in Assets and
Liabilities:
Increase in current
Liabilities:
Officers Advances +1,000 0 +3,755 0
Net cash used in 0 0 0 0
operating activities
Cash Flows from 0 0 0 0
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common 0 0 0 0
stock
Net increase 0 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0 0
period
Cash, end of period 0 0 0 0
The accompanying notes are an integral part of these financial
statements.
E-COMMERCE GROUP INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (continued)
Year Ended Dec. Year Ended Dec. Jan. 7, 1993
31, 1998 31, 1997 (inception) to
Sept. 30, 1999
Cash Flows from
Operating Activities:
Net Loss 0 0 -6,255
Adjustment to 0 0 0
Reconcile net loss to
cash provided by
operating activities:
Changes in Assets and
Liabilities:
Increase in current
Liabilities:
Officers Advances 0 0 +3,755
Net cash used in 0 0 -2,500
operating activities
Cash Flows from 0 0 0
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common 0 0 +2,500
stock
Net increase 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0
period
Cash, end of period 0 0 0
The accompanying notes are an integral part of these financial
statements.
E-COMMERCE GROUP INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 7, 1993, under the laws of the
State of Nevada as Advanced Suspension Technologies, Inc. The
Company currently has no operations and in accordance with SFAS
#7, is considered a development company.
The Company was organized January 7, 1993, under the laws of the
State of Nevada as Advanced Suspension Technologies, Inc. The
Company currently has no operations and in accordance with SFAS
#7, is considered a development company.
On January 7, 1993, the company issued 2,000,000 shares of its
$0.001 par value common stock for services of $2,500.00
On June 21, 1996, the State of Nevada approved the Company's
restated Articles of Incorporation, which increase its
capitalization from 3,000,000 common shares to 50,000,000 common
shares, the par value remained unchanged at $.001.
On December 27, 1996, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its
capitalization from 50,000,000 common shares to 100,000,000
common shares, the par value remained unchanged at $.001.
On December 27, 1996, the company forward split its common stock
3:1, thus increasing the number of outstanding common stock
shares from 2,000,000 shares to 6,000,000 shares.
On December 27, 1996, the Company changed its name to Dalton
International Resources, Inc.
On August 12, 1999, the Company changed its name to e-commerce
group Inc.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average
number of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment
of dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without
realization of additional captial, it would be unlikely for the
Company to continue as a going concern. It is management's plan
to seek additional capital through a merger with an existing
operating company.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. Office services are provided without charge by a
director. Such costs are immaterial to the financial statements
and accordingly, have not been reflected therein. The officers
and directors of the Company are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger
with an existing operating company, an officer of the Company has
advanced funds to the Company to pay for any costs incurred by
it. These funds are interest free.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation and Bylaws, are attached to the Company's Amended
Form 10-SB, filed on August 25, 1999. These exhibits are
incorporated by reference to that Form.
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.
e-commerce group Inc.
By: /s/ David Wong
David Wong, Secretary/Treasurer