UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2001
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from to
Commission file number: 333-95549
HEAVENEXPRESS.COM, INC.
-----------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0974212
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State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
6901 NW 32nd Avenue, Fort Lauderdale, Florida 33309
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(Address of principal executive office)
(954) 971-0179
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(Issuer's telephone number including area code)
As of August 14, 2001, we had 2,029,000 shares of our common stock issued and
outstanding.
HEAVENEXPRESS.COM, INC.
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements 1
Balance Sheet as of June 30, 2001 (Unaudited)
Statements of Loss and Accumulated Deficit During the
Development Stage for the Six Months Ended June 30, 2001
and 2000 (Unaudited)
Statements of Cash Flows for the Six Months Ended June 30,
2001 and 2000 (Unaudited)
Notes to Financial Statements
ITEM 2. Management's Discussion and Analysis Or Plan Of Operation 6
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 8
ITEM 2. Changes In Securities 8
ITEM 3. Defaults Upon Senior Securities 8
ITEM 4. Submissions Of Matters To A Vote Of Security
Holders 8
ITEM 5. Other Events 8
ITEM 6. Exhibits And Reports On Form 8-K 8
SIGNATURES 8
PART I - FINANCIAL STATEMENTS
HeavenExpress.Com, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2001
C O N T E N T S
Page
----
Balance Sheet (Unaudited) F-2
Statements of Loss and Accumulated Deficit During the Development Stage
(Unaudited) F-3
Statements of Cash Flows (Unaudited) F-4
NOTES TO FINANCIAL STATEMENTS (Unaudited) F-5
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
BALANCE SHEET (Unaudited)
June 30, 2001
ASSETS
Cash $ 1,300
Deferred tax asset less valuation allowance of $11,584 -
- --------------------------------------------------------------------------------
TOTAL ASSETS $ 1,300
- --------------------------------------------------------------------------------
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Accounts payable $ 5,499
Note payable - officer 14,582
Accrued expenses and other liabilities 3,250
- --------------------------------------------------------------------------------
TOTAL LIABILITIES 23,331
- --------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTES 4 and 5)
DEFICIENCY IN ASSETS
Preferred stock, $.001 par value, 10,000,000 shares authorized;
none outstanding -
Common stock, $.001 par value, 50,000,000 shares authorized,
2,029,000 shares issued and outstanding 2,029
Additional paid in capital 61,677
Deficit accumulated during the development stage (85,737)
- --------------------------------------------------------------------------------
TOTAL DEFICIENCY IN ASSETS (22,031)
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 1,300
- --------------------------------------------------------------------------------
See accompanying notes.
F-2
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
(Unaudited)
For the For the
six months six months
ended ended Cumulative
June 30, 2001 June 30, 2000 since inception
- --------------------------------------------------------------------------------
EXPENSES
Professional fees $ 9,851 $ 50,779 $ 80,994
Interest expense 875 405 2,500
General and administrative 1,919 324 2,243
- --------------------------------------------------------------------------------
NET LOSS BEFORE INCOME TAXES (12,645) (51,508) (85,737)
INCOME TAXES - - -
- --------------------------------------------------------------------------------
NET LOSS AND ACCUMULATED DEFICIT
DURING THE DEVELOPMENT STAGE $ (12,645) $(51,508) $ (85,737)
- --------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,029,000 1,029,000 1,717,908
(BASIC AND DILUTED)
- --------------------------------------------------------------------------------
NET LOSS PER SHARE
(BASIC AND DILUTED) $ (0.006) $ (0.050) $ (0.049)
- --------------------------------------------------------------------------------
For the For the
three months three months
ended ended
June 30, 2001 June 30, 2000
- --------------------------------------------------------------------------------
EXPENSES
Professional fees $ 7,414 $ 50,000
Interest expense 438 -
General and administrative 960 -
- --------------------------------------------------------------------------------
NET LOSS BEFORE INCOME TAXES (8,812) (50,000)
INCOME TAXES - -
- --------------------------------------------------------------------------------
NET LOSS AND ACCUMULATED DEFICIT
DURING THE DEVELOPMENT STAGE $ (8,812) $ (50,000)
- --------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,029,000 1,029,000
(BASIC AND DILUTED)
- --------------------------------------------------------------------------------
NET LOSS PER SHARE
(BASIC AND DILUTED) $ (0.004) $ (0.049)
- --------------------------------------------------------------------------------
See accompanying notes.
F-3
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Unaudited)
For the For the
six months six months
ended ended Cumulative
June 30, 2001 June 30, 2000 since inception
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (12,645) $(51,508) $ (85,737)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Common stock exchanged
for services - 50,000 53,600
Increase in accounts payable 5,024 - 5,499
Increase in accrued liabilities 125 198 3,250
- --------------------------------------------------------------------------------
NET CASH USED BY DEVELOPMENT
STAGE OPERATING ACTIVITIES (7,496) (1,310) (23,388)
- --------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock - - 1,350
Additional paid-in capital 8,756 - 8,756
Proceeds from note payable
to officer - - 14,582
- --------------------------------------------------------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 8,756 - 24,688
- --------------------------------------------------------------------------------
NET DECREASE IN CASH AND EQUIVALENTS
FOR THE PERIOD AND CUMULATIVE
DURING THE DEVELOPMENT STAGE 1,260 (1,310) 1,300
CASH AND EQUIVALENTS -
BEGINNING OF PERIOD 40 1,350 -
- --------------------------------------------------------------------------------
CASH AND EQUIVALENTS -
END OF PERIOD $ 1,300 $ 40 $ 1,300
- --------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for services $ - $ - $ 53,600
- --------------------------------------------------------------------------------
See accompanying notes.
F-4
HEAVEN EXPRESS.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Business Activity
------------------
HeavenExpress.Com, Inc. (A Development Stage Company) (the Company) is a
Florida corporation formed in December 1999, primarily to provide memorial
products and services through the Internet.
Unaudited Financial Statements
------------------------------
The unaudited financial statements as of and for the three and six months
ended June 30, 2001, have been prepared in accordance with generally
accepted accounting principles for interim financial information and with
the instructions to Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of Management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three and six months ended June 30, 2001, are not necessarily
indicative of the results that may be expected for the year ending December
31, 2001. The accompanying financial statements should be read in
conjunction with the financial statements and notes as of December 31, 2000
contained in the Company's Form SB-2/A.
Development Stage Company
-------------------------
The Company has been devoting its efforts to activities such as raising
capital, establishing sources of information, and developing markets for
its planned operations. The Company has not yet generated any revenues and,
as such, it is considered a development stage company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We currently have no operations, revenues or customers. We have created a
website, which is still under construction. During the next twelve months, we
intend to further expand our website and market our product line and services
through key retailers, manufacturers, and suppliers. We have created our website
which is still under construction. We are now able to offer funeral
arrangements, services and products through Broward Cemeteries. We have minimal
cash, and will need approximately $12,500 to accomplish these goals.
Accordingly, we will be unable to fund our expenses through our existing assets
or cash. Although we plan to fund these expenses through non-interest bearing
loans from our President, there are no assurances that our President will have
sufficient funds to make these loans. In addition, there are no agreements or
other arrangements that our President make these loans. We have no compensation
agreements to our President in connection with any loans she may provide to us.
If our President is unable or unwilling to make loans to us necessary to
implement our plan of operations, we will need additional financing through
traditional bank financing or a debt or equity offering; however, because we are
a development stage company with no operating history and a poor financial
condition, we may be unsuccessful in obtaining such financing or the amount of
the financing may be minimal and therefore inadequate to implement our plan of
operations. We have no alternative plan of operations. In the event that we do
not receive financing or our financing is inadequate or if we do not adequately
implement an alternative plan of operations that enables us to conduct
operations without having received adequate financing, we may have to liquidate
our business and undertake any or all of the following actions:
o Sell or dispose of assets we may acquire;
o Pay our liabilities in order of priority, if we have available cash
to pay such liabilities;
o If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal
to the net market value of our net assets;
o File a Certificate of Dissolution with the State of Florida to
dissolve our corporation and close our business;
o Make the appropriate filings with the Securities and Exchange
Commission so that we will no longer be required to file periodic and
other required reports with the Securities and Exchange Commission,
if, in fact, we are a reporting company at that time; and
o Make the appropriate filings with the National Association of
Security Dealers to affect a delisting of our common stock, if, in
fact, our common stock is trading on the Over-the-Counter Bulletin
Board at that time.
Based upon our lack of any assets, we will not have the ability to distribute
any cash to our shareholders in the short term.
If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will
take priority over our shareholders. If we fail to file for bankruptcy under
Chapter 7 or Chapter 11 and we have creditors, such creditors may institute
proceedings against us seeking forfeiture of our assets, if any.
We do not know and cannot determine which, if any, of these actions we will be
forced to take.
Our plan of operations to date has consisted of:
- ------------------------------------------------
Determining that the content of our website will consist of: o Cemetery
information; o Plot maps; o Surveys of memorial properties; o Directory
of funeral home services; o Locations of burial plots according to
geographic location; and o Sale of related memorial products and
merchandise, including:
o Burial vaults;
o Garments;
o Cemetery interment rights; o Caskets;
o Monuments;
o Urns;
o Flowers;
o Sympathy gifts;
o Cards;
o Stone and bronze memorials;
and Sale of books pertaining to memorial subjects.
Our plan of operation over the next twelve months will consist of:
- ------------------------------------------------------------------
Establish our website:
- ----------------------
We have established our website, which is still under construction. We expect
establish an agreement with a server. The expected cost of the design, website
content and server agreement is approximately $5,000.
Establish relationships with vendors of our products:
- -----------------------------------------------------
We expect that we will begin contacting memorial-based businesses to establish
agreements for the sale of products over our website immediately after we
establish our website. We expect that we will be successful in securing
contracts or making arrangements for the sale of products over our website
within three months after we begin contacting the memorial based businesses. We
do not expect any cost in connection with establishing these contracts or
arrangements because our President will be devoting her services for these
purposes. No arrangements have been or will be made for compensating our
President for these services.
Establish potential revenue sources:
- ------------------------------------
Our President plans to actively seek the following potential sources of revenues
from various establishments immediately after our website is established. She
plans to contact funeral homes and online obituaries to establish relationships
that will generate potential sources of revenue, as follows:
o Referral fees by referring business to these entities from business
leads obtained from contact with our website;
o Advertising fees from advertising these establishments on their
website;
o Establishing relationships with vendors of memorial products that
will sell their products through our website;
o Developing an apparatus by which we will receive subscription fees
from business entities;
o Developing an apparatus by which we will receive transaction fees
from e-commerce applications;
o Developing a plan to obtain advertising of other memorial based
businesses on our website that will generate advertising fees;
o Establishing links with other third party vendors of memorial based
products, wherein the third party vendors will provide us with a
commission from third party e-commerce transactions; and
o Include testimonials from our customers on our website to demonstrate
the quality of our service.
We expect that we will accomplish these goals within three months after
establishing our website and receive our first revenues six months after the
establishment of our website. We expect costs of $2,500 pertaining to the
establishment of revenue sources.
In addition, we plan to design a package of services to prospective customers
that will offer the following services at a discounted rate comparable to other
on-line services:
o Links to the customer's website via our website;
o Advertising pages on our website to sell products via our website; and
o E-mail accounts or e-mail forwarding accounts.
We expect that we will have this package of services available approximately six
months after we establish our website. We expect a cost of $3,000 pertaining to
this package of services.
We plan to provide content on our website that will attempt to demonstrate the
price advantage of ordering online memorial products via our website compared to
prices offered at retail establishments such as physically situated funeral
homes.
In order to provide additional substance to our website and attract additional
visitors to our website, we plan to eventually provide other content that will
be of an educational and informative nature regarding, as follows:
o Generally, the quality of various memorial and funeral products and
services such as the different types of caskets, including wood,
metal, bronze and copper;
o Relevant laws and consumer rights that relate to the funeral and
memorial industry;
o Funeral etiquette regarding attendance at funerals, appropriate
charitable contributions in memory of the deceased, content of
sympathy cards expressing personal thoughts, customs specific to the
death of an individual of a specific religious persuasion; and
o The legal ramifications, advantages and disadvantages of pre-paid
funeral arrangements.
We expect that we will have this additional content available on our website
approximately nine months after we establish our website. We expect a cost of
$1,500 pertaining to establishing this additional content.
Although we are now a non-denominational website, we may explore opportunities
of establishing other websites that are denominational in nature or integrating
denominational components to our initial website.
A denominational based website or denominational website component would cater
to specific religiously based memorial needs. For example, a Jewish-based
memorial website might include the sale of various non-denominational products
featured on our memorial website as well as the following denominational
products:
o Books regarding Jewish traditions and customs in the event of the
death of a Jewish family member;
o Yahrzeite memorial candles; and
o Headstones that are traditional to a Jewish cemetery
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER EVENTS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. NONE
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.
HeavenExpress.com, Inc.
-------------------------
(Registrant)
Date: August 14, 2001 By: /s/ Saundra Sharpe
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Saundra Sharpe, President