|-------------------------| UNITED STATES | OMB | SECURITIES AND EXCHANGE COMMISSION | APPROVAL | Washington, D.C. 20549 |OMB Number:3235-0416 | |Expires: April 30, 2003 | FORM 10-QSB |Estimated average burden | |hours per response:32.00 | (Mark One) |-------------------------| [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________ Commission File No. 333-94265 3045 Corporation ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Florida 06-1562447 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3045 N. Federal Hwy, Suite 60, Fort Lauderdale, Florida 33306 ------------------------------------------------------------- (Address of principal executive offices) (954) 565-1400 --------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date: As of August 31, 2000, 1,037,000 shares of the registrant's common stock were issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ x ] Item 1. Financial Statements. 3045 Corporation A Development Stage Company Balance Sheet August 31, 2000 (Unaudited) ASSETS Current Assets: Cash and Cash Equivalents $ 206 Deferred Income Taxes, Less Valuation Allowance of $3,727 - -------------------------------------------------------------------------- Total Current Assets 206 -------------------------------------------------------------------------- Total Assets $ 206 ========================================================================== LIABILITIES AND DEFICIENCY IN ASSETS Current Liabilities Accounts Payable Loan Payable $ 21,600 Accrued Liabilities 567 -------------------------------------------------------------------------- Total Current Liabilities 22,167 -------------------------------------------------------------------------- Deficiency in Assets Common Stock 5,350 Retained Earnings (27,311) -------------------------------------------------------------------------- Total Deficiency in Assets (21,961) -------------------------------------------------------------------------- Total Liabilities and Deficiency in Assets $ 206 ========================================================================== The accompanying notes to financial statements are an integral part hereof. 3045 Corporation A Development Stage Company Statements of Operations (Unaudited) CUMULATIVE FOR THE PERIOD ENDED AUGUST 31, 2000 THREE MONTHS NINE MONTHS SINCE INCEPTION ------------------------------------------------------------------------------- REVENUES General and Administrative Expenses $ 622 $ 6,625 $27,311 ------------------------------------------------------------------------------- Operating Loss (622) (6,625) (27,311) Provision for income taxes - - - - -------------------------------------------------------------------------------- Net Loss $(662) $(6,625) $(27,311) =============================================================================== Basic and Diluted Loss PerShare $(0.001) $(0.006) $ (0.03) =============================================================================== The accompanying notes to financial statements are an integral part hereof. 3045 Corporation A Development Stage Company Statements of Cash Flows (Unaudited) CUMULATIVE FOR THE PERIOD ENDED AUGUST 31, 2000 THREE MONTHS NINE MONTHS SINCE INCEPTION ------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (622) $(6,625) $(27,311) Adjustments to reconcile net loss to net cash used by operating activities: (Decrease) Increase in Accrued Liabilities - (7,000) 567 ------------------------------------------------------------------------------- NET CASH USED BY DEVELOPMENT STAGE OPERATING ACTIVITIES (622) (14,325) (26,744) ------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from note payable to Officer/shareholder 700 6,100 21,600 Sale of Common Stock - 100 5,350 ------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 700 6,200 26,950 ------------------------------------------------------------------------------- NET DECREASE IN CASH EQUIVALENTS FOR THE PERIOD AND CUMULATIVE DURING THE DEVELOPMENT STAGE 78 (8,125) 206 CASH AND EQUIVALENTS - BEGINNING OF PERIOD 128 8,331 - -------------------------------------------------------------------------- CASH AND EQUIVALENTS - END OF PERIOD $ 206 $ 206 $ 206 ========================================================================== The accompanying notes to financial statements are an integral part hereof. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) In the opinion of management, the interim financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of 3045 Corporation ("Company" or "3045") as of August 31, 2000, and the results of our interim operations and cash flows for the nine months ended August 31, 2000, in accordance with generally accepted accounting principles. The results for interim periods are not necessarily indicative of results for a full year. 3045 Corporation (A Development Stage Company) is a Florida corporation formed in October 1999, primarily to provide information services related to the mortgage industry through the internet. We have been devoting our efforts to activities such as raising capital, establishing sources of information, and developing markets our planned operations. We have not yet generated any revenues and, as such, we are considered a development stage company. Part 1, Item 2 Management's Discussion and Analysis Plan of Operation We anticipate being able to satisfy our cash requirements for the next twelve months. If it becomes necessary for us to raise additional funds in the next twelve months, our founder, Kim A. Naimoli, who has necessary funds, will advance funds as needed, and/or we will sell additional common stock. As of the first quarter, we had launched a web site: (http://hammer.prohosting.com/~ snaimoli/). Effective with the second quarter, we established a more traditional web site: (www.3045Corp.com) and anticipate internet activity in the near future. Additional web-site enhancement is planned, including but not limited to indexing with numerous search engines, addition of mortgage payment calculators, mortgage amortization calculators and other related mortgage analysis tools. We plan on contacting mortgage brokers, mortgage bankers, correspondent mortgage lenders to affiliate with the Company in order to provide referrals to consumers accessing our web site. We will start in the state of Florida and extend our marketing efforts to other states when the time is appropriate. On May 24, 2000, we contracted with and appointed Florida Atlantic Stock Transfer, Inc. as Transfer agent and Registrar. This represents one of the final steps necessary to begin regular trading. On June 16, 2000 stock symbol "TZFF" was issued us. There are no expectations of purchasing or selling of plant and significant equipment. We currently have unlimited and unrestricted use of plant and equipment belonging to the founder, Kim A. Naimoli. Such plant and equipment is sufficient to meet our operational and technical needs for at least the next twelve months. There are no expected significant changes in the number of employees. Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 3045 Corporation (Registrant) Date: September 8, 2000 /s/ Kim A. Naimoli _ Kim A. Naimoli, President