SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB/A
[X] Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2002
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ______________
Commission File Number: 0-30623
SALES STRATEGIES, INC.
(Exact name of Registrant as Specified in its Charter)
NEVADA 88-0443498
(State or other jurisdiction (IRS Identification Number)
of incorporation)
11300 West Olympic Boulevard, Suite 800, Los Angeles, CA 90064
(Address of principal executive offices)
(310) 477-9741
(Issuer's telephone number)
- -------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to filed by Section 13 or 15(d) or 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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as the latest practicable date: As of September 18, 2003 --
2,000,000 shares of Common Stock, $.001 par value per share.
- -------------------------------------------------------------------------------
SALES STRATEGIES, INC.
INDEX
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheet ......................................... 3
Statements of Operations .............................. 4
Statement of Stockholders' Equity ..................... 5
Statements of Cash Flows .............................. 6
Notes to Financial Statements ......................... 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operation............................................... 10
Item 3. Controls and Procedures................................. 10
Part II. Other Information
Item 1. Legal Proceedings .................................... 11
Item 2. Changes in the Rights
of the Company's Security Holders ...................... 11
Item 3. Defaults by the Company on its Senior Securities ....... 11
Item 4. Results of Votes of Security Holders ................... 11
Item 5. Other Information ...................................... 11
Item 6. Exhibits and Reports on Form 8-K ....................... 11
Signatures ......................................................... 12
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SALES STRATEGIES, INC.
(A Development Stage Company)
BALANCE SHEET
June 30,
2002
------------
(unaudited)
ASSETS
TOTAL ASSETS $ -
============
LIABILITIES AND STOCKHOLDERS' EQUITY
TOTAL LIABILITIES $ 3,200
------------
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value;
10,000,000 shares authorized;
none issued and outstanding -
Common stock, $0.001 par value;
75,000,000 shares authorized;
2,000,000 shares issued and
outstanding 2,000
Additional paid-in capital 10,750
Deficit accumulated during the
development stage (15,950)
------------
TOTAL STOCKHOLDERS' EQUITY (3,200)
------------
TOTAL LIABILITIES AND STOCKHOLDERS'
----------------------------------
EQUITY $ -
------ ============
The accompanying notes form an integral part of the financial statements.
3
SALES STRATEGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period from
For the Three Months For the Six Months October 17, 1995
Ended June 30, Ended June 30, (inception) to
--------------------- ---------------------- June 30,
2002 2001 2002 2001 2002
---------- ----------- ---------- --------- --------------
REVENUE $ - $ - $ - $ - $ -
GENERAL, SELLING
AND ADMINISTRATIVE EXPENSES 3,200 - 7,450 - 15,950
---------- ----------- ---------- --------- --------------
LOSS BEFORE TAXES $ (3,200) $ - $ (7,450) $ - $ (15,950)
PROVISION FOR INCOME TAXES - - - - -
---------- ----------- ---------- --------- --------------
NET LOSS $ (3,200) $ - $ (7,450) $ - $ (15,950)
========== ========== ========== ========== ==============
NET LOSS PER COMMON
SHARE - basic and diluted $ (0.002) $ - $ (.004) $ - $ (.008)
========== ========== ========== ========== ==============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
basic and diluted 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000
========== ========== ========== ========== ==============
The accompanying notes form an integral part of the financial statements.
4
SALES STRATEGIES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During the Total
------------------- Paid In Development Stockholders'
Shares Amount Capital Stage Equity
------- -------- ------------ ----------- ------------
Balance, October 17, 1995 - $ - $ - $ - $ -
Issuance of common stock
for cash on October 17, 1995
at $0.0027 per share 2,000,000 2,000 3,500 - 5,500
Net loss - - - (5,500) (5,500)
--------- -------- --------- ----------- -----------
Balance, December 31, 1995 2,000,000 2,000 3,500 (5,500) -
Net loss - - - - -
--------- -------- --------- ----------- -----------
Net loss for the years
ended December 31, 1996
through December 31, 1999 - - - - -
--------- -------- --------- ----------- -----------
Balance, December 31, 1999 2,000,000 2,000 3,500 (5,500) -
Net loss - - - (3,000) (3,000)
Contribution by officer - - 3,000 - 3,000
--------- -------- --------- ----------- -----------
Balance, December 31, 2000 2,000,000 2,000 6,500 (8,500) -
Net loss - - - - -
--------- -------- --------- ----------- -----------
Balance, December 31, 2001 2,000,000 2,000 6,500 (8,500) -
Net loss - - - (7,450) (7,450)
Contribution by officer - - 4,250 - 4,250
--------- -------- --------- ----------- -----------
Balance, June 30, 2002
(Unaudited) 2,000,000 2,000 10,750 (15,950) (3,200)
========= ======== ======== =========== ===========
The accompanying notes form an integral part of the financial statements.
5
SALES STRATEGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the
Period from
For Six Months Ended November 2, 1992
June 30, (inception) to
------------------------ June 30,
2002 2001 2002
--------- ---------- ---------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (7,450) $ - $ (15,950)
Increase(decrease)in liabilities-
Account payable $ 3,200 $ - $ 3,200
And accrued expenses ---------- ----------- ---------------
Total adjustments $ 3,200 $ - $ 3,200
---------- ----------- ---------------
Net cash used for operating $ (4,250) $ - $ (12,750)
activities
Net Cash from Financing
Activities $ 4,250 $ - $ 12,750
---------- --------- --------------
NET CHANGE IN CASH
AND CASH EQUIVALENTS - - -
--------- --------- --------------
CASH AND CASH EQUIVALENTS
- beginning of period - - -
--------- --------- --------------
CASH AND CASH EQUIVALENTS
- ending of period $ - $ - $ -
========= ========= ==============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year -
Interest paid $ - $ - $ -
========= ========= ==============
Income taxes paid $ - $ - $ -
========= ========= ==============
The accompanying notes form an integral part of the financial statements.
6
SALES STRATEGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2002 (UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
--------------------
SALES STRATEGIES, INC. (the "Company") is currently a development
Stage company under the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 7. The Company was incorporated
under the laws of the State of Nevada on October 17, 1995. It is
management's' objective to seek a merger with an existing
operating company.
Going Concern
-------------
The accompanying unaudited interim financial statements of Sales
Strategies have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial information. Accordingly, they do not include all of
the information and notes required by accounting principles
generally accepted in the United States for complete financial
statements. The accompanying financial statements reflect all
adjustments (consisting of normal recurring accruals), which are,
in the opinion of management, considered necessary for a fair
presentation of the results for the interim periods presented.
Operating results for the quarter ended March 31, 2002 are not
necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2002. These financial
statements should be read in conjunction with the audited
financial statements included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2001.
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no established source of revenue. This
factor raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amount, or amounts and classification of
liabilities that might be necessary should the Company be unable
to continue in existence. It is management's objective to seek
additional capital through a merger with an existing operating
company.
7
SALES STRATEGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2002 (UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased
with original maturities of three months or less to be cash
equivalents.
Recent Accounting Pronouncements
--------------------------------
In April 2002, the FASB issued Statement No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections." This Statement rescinds FASB
Statement No. 4, "Reporting Gains and Losses from Extinguishment
of Debt", and an amendment of that Statement, FASB Statement No.
64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for
Intangible Assets of Motor Carriers". This Statement amends FASB
Statement No. 13, "Accounting for Leases", to eliminate an
inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease
modifications that have economic effects that are similar to
sale-leaseback transactions. The Company does not expect the
adoption of SFAS No. 145 to have a material impact on the
Company's financial position or results of operations.
In June 2002, the FASB issued Statement No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." This
Statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies
Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." The provisions of this Statement are effective
for exit or disposal activities that are initiated after December
31, 2002, with early application encouraged. The Company does not
expect the adoption to have a material impact to the Company's
financial position or results of operations.
8
SALES STRATEGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2002 (UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent Accounting Pronouncements, continued
-------------------------------------------
In October 2002, the FASB issued Statement No. 147, "Acquisitions
of Certain Financial Institutions-an amendment of FASB Statements
No. 72 and 144 and FASB Interpretation No. 9", which removes
acquisitions of financial institutions from the scope of both
Statement 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with Statements No.
141, Business Combinations, and No. 142, Goodwill and Other
Intangible Assets. In addition, this Statement amends SFAS No.
144, Accounting for the Impairment or Disposal of Long-lived
Assets, to include in its scope long-term customer-relationship
intangible assets of financial institutions such as depositor-
and borrower-relationship intangible assets and credit cardholder
intangible assets. The requirements relating to acquisitions of
financial institutions is effective for acquisitions for which
the date of acquisition is on or after October 1, 2002. The
provisions related to accounting for the impairment or disposal
of certain long-term customer-relationship intangible assets are
effective on October 1, 2002. The adoption of this Statement did
not have a material impact to the Company's financial position or
results of operations as the Company has not engaged in either of
these activities.
NOTE 2 - RELATED PARTY TRANSACTION
The Company incurred legal and accounting fees of $4,250 in the
quarter ended March 31, 2002 which were paid by an officer of the
Company. An additional $3,200 was incurred for similar expenses
in the quarter ended June 30, 2002. The officer does not expect
the amount to be paid back by the Company and therefore the total
amount paid is considered as additional paid-in capital and the
remaining balance is a current liability.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The Company has not commenced business activities and has no assets or
operations. The Company is dependent upon its officers to meet any de-minimis
costs which may occur.
Alan Schram, an officer and director of the Company, has agreed to provide
the necessary funds, without interest, for the Company to comply with the
Securities Exchange Act of 1934, as amended, provided that he is an officer and
director of the Company when the obligation is incurred. All advances are
interest-free.
In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is assurance that the
Company can identify such a business opportunity and consummate such a business
combination.
Item 3. Controls and Procedures
Our Chief Executive and Financial Officer (the "Certifying Officer") is
responsible for establishing and maintaining disclosure controls and procedures
for the Company.
The Certifying Officer has designed such disclosure controls and
procedures to ensure that material information is made known to him,
particularly during the period in which this report was prepared.
The Certifying Officer has evaluated the effectiveness of the Company's
disclosure controls and procedures within 90 days of the date of this report and
believes that the Company's disclosure controls and procedures are effective
based on the required evaluation. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
10
PART II. Other Information
Item 1. Legal Proceedings - None.
Item 2. Changes in the Rights of the Company's Security Holders - None.
Item 3. Defaults by the Company on its Senior Securities - None.
Item 4. Results of Votes of Security Holders - None.
Item 5. Other Information - None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
11
SIGNATURE
Pursuant to the requirement 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.
SALES STRATEGIES, INC.
Registrant
Date: September 22, 2003 /s/ R.B. Harris
-----------------------------
R.B. Harris
Chief Executive Officer and
President/Director
/s/ Maurice H. Madrid
------------------------------
Maurice H. Madrid
Chief Financial officer and
Director
/s/ Rejean Gosselin
-----------------------------
Rejean Gosselin
Secretary/Treasure/Director
/s/ Nikos Pedafronimon
-----------------------------
Nikos Pedafronimon
Director
/s/ Patrick Power
-----------------------------
Patrick Power
Director
12