UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10 QSB
(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
( ) 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
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e-Synergies, inc.
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(Exact name of registrant as specified in its charter)
California 91-2021595
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
827 State Street, Suite 26,
Santa Barbara, CA 93101 Telephone: 949-219-0169
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(Address of Principal Executive Offices including
Registrant's zip code and telephone number)
NONE
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Former name, former address and former fiscal year, if changed.
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 number of shares of the registrant's common stock as of March 31,
2001:............................... 3,600,000 shares.
1
Transitional Small Business Disclosure Format
(check one): Yes No X
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e-Synergies, inc.
(A Development Stage Company)
Balance Sheet
ASSETS March 31, 2000 December
31, 2000
Current Asset: -------------- --------
Cash $ 90 $ 90
------- ---------
Total Current Asset 90 90
------- ---------
TOTAL ASSETS $ 90 90
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Income tax payable $ 800 $ 800
------- --------
Total Current Liabilities 800 800
------- --------
Stockholders' Equity
Common stock, par value of $.00001
Authorized 1 billion shares;
Issued and outstanding 3,600,000 shares 36 36
Paid in capital 25,915 25,915
Deficit accmulated during the
development stage (26,661) (26,661)
------- --------
Total Stockholders' Deficit ( 710) ( 710)
------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 90 90
======= ========
The accompanying notes are an integral part of these financial statements.
2
[CAPTION]
e-Synergies, inc.
(A Development Stage Company)
Statement of Operations
Period February 29,
Ended 2000, (inception
March through March
31, 2000 31, 2001
---------- -----------
INCOME $ -0- -0-
EXPENSES:
General & administrative expenses -0- 25,861
--------- ---------
NET LOSS BEFORE INCOME TAX -0- (25,861)
Provision for income tax -0- 800
--------- ---------
NET LOSS $ -0- $ (25,861)
========= =========
Loss per common share $ -0- $ (.01)
========= =========
Weighted average number
of shares outstanding 2,043,690 2,043,690
========= =========
The accompanying notes are an integral part of these financial statements.
3
[CAPTION]
e-Synergies, inc.
(A Development Stage Company)
Statement of Cash flows
Period February 29,
Ended 2000, (inception
March through March
31, 2001 31, 2001
---------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ -0- $ (26,661)
Adjustment to reconcile net loss to
net cash provided by operating activities:
Stocks issued for services -0- 2,950
Accrued expenses -0- 800
--------- ---------
NET CASH USED BY OPERATING ACTIVITIES (-0-) (22,911)
CASH FLOWS FROM FINANCING ACTIVITIES
Stocks issued for cash -0- 23,001
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES -0- 23,001
--------- ---------
INCREASE IN CASH -0- 90
BEGINNING CASH 90 -0-
--------- ---------
ENDING CASH $ 90 $ 90
========= =========
NON CASH DISCLOSURE
Stocks issued for services $ $ 2,950
The accompanying notes are an integral part of these financial statements.
4
e-Synergies, inc.
(A Development Stage Company)
Statement of Stockholders' Equity
Number Common Paid Accumulated
of Stock in Retained
Shares at Par Capital Deficit
--------- ------- ------- -----------
Balance - February 29, 2000 -0- $ -0- $ -0- -0-
Stocks issued for services 1,951,000 20 2,930
Stocks issued for cash 1,649,000 16 22,985
Net loss for current year (26,661)
--------- -------- -------- ---------
Balance - March 31, 2001 3,600,000 $ 36 $ 25,915 $(26,661)
========= ======== ======== =========
The accompanying notes are an integral part of these financial statements.
[CAPTION]
e-Synergies, inc.
(A Development Stage Company)
Notes To Financial Statements
March 31, 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - NATURE OF OPERATIONS
e-Synergies, inc. (formerly Russian-Caviar.Com) 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.
5
BASIS OF PRESENTATION
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.
Planned principal operations have not yet commenced since inception.
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis
of accounting in accordance with generally accepted accounting principles.
The Company's fiscal year end is December 31.
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.
LOSS PER SHARE
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 "Earnings Per Share". Basic loss per share
reflects the amount of losses for the period available to each share of common
stock outstanding during the reporting period, while giving effect to all
dilutive potential common shares that were outstanding during the period, such
as stock options and convertible securities. As of March 31, 2001, the Company
had no issuable shares qualified as dilutive to be included in the earnings per
share calculations.
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.
NON CASH TRANSACTIONS
The Company's accounting policy for shares issued in a non-cash transactions
is to issue the equivalent amount of stock equal to the fair market value of
the assets or services received.
6
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company 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 fair value of the services received. This is deemed
appropriate, rather than recording the issuance of shares at the offering
price, since the Company's shares have no current market value at the time
services were rendered.
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 that have been fully
reserved as follows:
Deferred tax assets
Net operating loss carry forwards $ (26,661)
Valuation allowance for deferred tax assets (26,661)
--------
Net Deferred Tax Assets $ -0-
========
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS WHICH ARE BASED ON CURRENT
INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY.
The Company is engaged in the business of providing sales of caviar on the
Internet via its e commerce web site and providing e-commerce solutions. The
Company has just recently commenced operations, but has generated no revenue to
date. Its only income has been from sales of company stock. The company has
sold shares pursuant to a registration statement on Form SB-2 to raise capital
to pay its expenses. The Company recently obtained a quote of its securities
on the NASD Bulletin Board under the trading symbol "RCVR", and now trades
under the trading symbol "ESYG".
7
Results of operations
Three months ended March 31, 2001 compared to three months ended March 31, 2000
A comparison of these periods is not relevant, as the company was formed on
February 2, 2000, and earned no revenue since its inception.
Liquidity and capital resources
At March 31, 2001 and December 31, 2000, the company had a working capital
deficit of $710, due to income tax payable.
Net cash used in operating activities was $0 for the three months ended March
31, 2001. No comparative information was available from the same period last
year.
The company does not anticipate that it will have any problems in meeting its
obligations for continuing fixed expenses, materials, procurement or operating
labor.
PART II. OTHER INFORMATION
Item 1. Legal proceedings NONE
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote NONE
Item 5. Other information
Subsequent events: On April 11, 2001, the company closed its acquisition of all
of the issued and outstanding stock of Salesmation, Inc., which became a wholly
owned subsidiary of the company. As a result of the transaction, Salesmation's
51% owned subsidiary, CommerceSwitch, became an indirectly controlled
subsidiary of the company. The company will file a current report of Form 8-K
reporting these subsequent events within the next ten days, and pro forma
financial statements within 60 days.
Item 6.
a) Exhibits NONE
b) Reports on 8K
December 20, 2000
January 4, 2001
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
8
RUSSIAN-CAVIAR.COM
Dated: April 12, 2001 By: /s/ Tom Ronk
---------------------------------
Tom Ronk, Chief Executive Officer
Dated: April 12, 2001 By: /s/ Esta Viviers
---------------------------
Esta Viviers
Chief Financial Officer
[CAPTION]
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FINANCIAL DATA SCHEDULE
[ARTICLE] 5
[MULTIPLIER] 1
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-START] DEC-31-2000
[PERIOD-END] MAR 31-2001
[CASH] 90
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 90
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 90
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 36
[OTHER-SE] 25,915
[TOTAL-LIABILITY-AND-EQUITY] 90
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] (.00)
[EPS-DILUTED]
(.00)