U.S. 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 March 31,
2003.
Commission File No: 333-68312
RESERVENET, INC.
(Name of small business in its charter)
DELAWARE 94-3381088
(State or other jurisdiction of Incorporation) (IRS Employer Id. No.)
3701 Sacramento St. #323
San Francisco, CA 94118
(Address of Principal Office) Zip Code
Issuer's telephone number: (415) 752-2578
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes X No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. At March 31, 2003, the following
shares of common were outstanding: Common Stock, par value of $0.0001, 1,900,000
shares.
Transitional Small Business Disclosure Format (Check one): Yes X No
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
The unaudited financial statements of registrant for the three months ended
March 31, 2003 follow. The financial statements reflect all adjustments, which
are, in the opinion of management, necessary to a fair statement of the results
for the periods presented.
Beckstead and Watts, LLP
- ---------------------
Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
ReserveNet, Inc.
(a Development Stage Company)
Las Vegas, NV
We have reviewed the accompanying balance sheet of ReserveNet, Inc. (a Nevada
corporation) (a development stage company) as of March 31, 2003 and the related
statements of operations for the three-months ended March 31, 2003 and 2002 and
for the period October 31, 2000 (Inception) to March 31, 2003, and statements of
cash flows for the three-months ended March 31, 2003 and 2002 and for the period
October 31, 2000 (Inception) to March 31, 2003. These financial statements are
the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them to
be in conformity with generally accepted accounting principles in the United
States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has had limited operations and has not commenced planned
principal operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Beckstead and Watts, LLP has previously audited, in accordance with generally
accepted auditing standards, the balance sheet of ReserveNet, Inc. (a
development stage company) as of December 31, 2002, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended (not
presented herein) and in our report dated July 3, 2003, we expressed an
unqualified opinion on those financial statements.
July 25, 2003
ReserveNet, Inc.
(A Development Stage Company)
Balance Sheet
as of
March 31, 2003
and
Statements of Operations
for the Three Months Ended
March 31, 2003 and 2002,
and
for the Period
October 31, 2000 (Inception) to March 31, 2003
and
Cash Flows
for the Three Months Ending
March 31, 2003 and 2002,
and
for the Period
October 31, 2000 (Inception) to March 31, 2003
TABLE OF CONTENTS
Page
Independent Accountants' Review Report 1
Balance Sheet 2
Statements of Operations 3
Statements of Cash Flows 4
Footnotes 5
ReserveNet, Inc.
(a Development Stage Company)
Balance Sheet
(unaudited)
September 30,
2002
-------------
Assets
Current assets:
Cash and equivalents $ 136
--------
Total current assets 136
--------
$ 136
========
Liabilities and Stockholders' Equity
Current liabilities:
Due to shareholder $ 1,032
--------
Total current liabilities 1,032
--------
Stockholders' equity:
Common stock, $0.0001 par value, 100,000,000 shares
authorized, 1,900,000 shares issued and outstanding 190
Additional paid-in capital 28,310
(Deficit) accumulated during development stage (29,396)
--------
(896)
--------
$ 136
========
ReserveNet, Inc.
(a Development Stage Company)
(unaudited)
Statements of Operations
Three Months Ending Nine Months Ending
September 30, September 30, October 31, 2000
-------------------------- -------------------------- (Inception) to
2002 2001 2002 2001 September 30, 2002
----------- ----------- ----------- ----------- ------------------
Revenue $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
Expenses:
General and administrative expenses 1,605 5,544 6,871 13,558 28,096
General and administrative expenses - related party -- 300 500 300 1,300
----------- ----------- ----------- ----------- -----------
Total expenses 1,605 5,844 7,371 13,858 29,396
----------- ----------- ----------- ----------- -----------
Net (loss) $ (1,605) $ (5,844) $ (7,371) $ (13,858) $ (29,396)
=========== =========== =========== =========== ===========
Weighted average number of
common shares outstanding - basic and fully diluted 1,900,000 1,900,000 1,900,000 1,735,165
=========== =========== =========== ===========
Net (loss) per share - basic & fully diluted $ (0.00) $ (0.00) $ (0.00) $ (0.01)
=========== =========== =========== ===========
ReserveNet, Inc.
(a Development Stage Company)
(unaudited)
Statements of Cash Flows
Nine Months Ending
September 30, October 31, 2000
----------------------------- (Inception) to
2002 2001 September 30, 2002
------------ ------------ ------------------
Cash flows from operating activities
Net (loss) $ (7,371) $ (13,858) $ (29,396)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
(Increase) decrease in due from shareholder 755 11,254 (17,672)
Increase (decrease) in due to shareholder 1,032 (12,336) 18,704
------------ ------------ ------------
Net cash (used) by operating activities (5,584) (14,940) (28,364)
------------ ------------ ------------
Cash flows from investing activities -- -- --
------------ ------------ ------------
Cash flows from financing activities
Issuances of common stock -- 25,000 28,500
------------ ------------ ------------
Net cash provided by financing activities -- 25,000 28,500
------------ ------------ ------------
Net increase (decrease) in cash (5,584) 10,060 136
Cash - beginning 5,720 3,575 --
------------ ------------ ------------
Cash - ending $ 136 $ 13,635 $ 136
============ ============ ============
Supplemental disclosures:
Interest paid $ -- $ -- $ --
============ ============ ============
Income taxes paid $ -- $ -- $ --
============ ============ ============
ReserveNet, Inc.
(a Development Stage Company)
Notes
Note 1 - Basis of presentation
The interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
interim financial statements be read in conjunction with the financial
statements of the Company for the period ended December 31, 2002 and notes
thereto included in the Company's Form 10-KSB. The Company follows the same
accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - 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 not commenced its planned principal
operations and it has not generated any revenues. The future of the Company is
dependent upon its ability to obtain financing and upon future profitable
operations from the development of its new business opportunities. Management
plans to raise additional capital via an equity offering and an officer of the
Company has agreed to loan the Company funds as needed to sustain business for a
period of twelve months. However, the Company is dependent upon its ability to
secure equity and/or debt financing and there are no assurances that the Company
will be successful, without sufficient financing it would be unlikely for the
Company to continue as a going concern.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might arise from this uncertainty.
Note 3 - Related party transactions
As of March 31, 2003, an officer, director and shareholder of the Company is
owed a total of $1,782 due to various expenses paid on behalf of the Company.
The Company does not lease or rent any 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.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Plan of Operation
ReserveNet is a development stage company, whose business plan is to provide
consumer reservation services to the restaurant industry. ReserveNet hopes to
develop a web-based reservation system that allows consumers to place
reservations directly with restaurants through the www.ReserveNet.ws website.
The company anticipates revenue will be generated through restaurant
subscriptions and advertising through its website. Consumers will have the
ability to search an interactive database of available restaurant reservations
that may be refined to a particular geographic location convenient to the
consumer. The search may also be further refined by type of cuisine, average
price, and/or favorable restaurant reviews.
ReserveNet is seeking to raise capital in three tranches; $300,000 , $1,500,000,
and $1,500,000 for a total of $3,300,000 by way of a private equity offering,
debt, or some combination thereof to fund its product development, initial
product rollout, establish offices, pay salaries and purchase capital equipment.
ReserveNet will seek to raise this money in three private offering installments,
but may elect to undertake a public offering. The company has not received any
additional financing commitments and may rely on funds loaned to it by its
founder and CEO.
Results of Operations
The company has not begun its planned operations. Expenditures since inception
and for the requisite reporting periods have been General and Administrative in
nature. These represent the costs associated with professional fees, phone
expenses, small equipment, and expenses related to investor, engineering and
strategic partnership meetings, amongst other categories.
For the three months ended March 31, 2003 operating expenses were $113 compared
to $2,651 for the comparable period in 2002. These amounts represent Net Losses
for the company that will provide tax credits to offset Net Income in future
periods. As a result of the lack of operating capital, efforts were made to
decrease spending in all categories including travel, postage, communications,
and other general and administrative expenses.
Liquidity
Management plans to seek bridge financing from its founder and other third
parties to provide for the short-term operating needs of the Company until
permanent equity financing can be realized. The Company expects to raise
additional capital through a private placement equity offering to fund product
development and operations until the Company can acheive self-sustaining cash
flows. The ability of the company to raise financing will affect its status as a
going concern. There can be no guarantee or assurance that the Company would be
successful in raising additional proceeds. If additional financing cannot be
secured, ReserveNet, Inc. would be unlikely to progress its business plan. In
that event, management may elect to suspend its business until sufficient
financing is secured, market its intellectual property, or cease operations
entirely.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ materially
include, among others, unanticipated, or unexpected costs and expenses,
competition and changes in market conditions, lack of adequate management
personnel and the like. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected. The Company
cautions against placing undue reliance on forward-looking statements.
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 99.1 - Certification of Chief Executive Officer.
(b) Exhibit 99.2 - Certification of Chief Financial Officer.
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.
RESERVENET, INC.
(Registrant)
Date: July 31, 2003
By: /s/ Daniel Regidor
----------------
Daniel Regidor
President, CEO, Director
RESERVENET, INC.
CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302
In connection with the Quarterly Report of ReserveNet, Incorporated (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Daniel
Regidor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
ss.302, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
that to my knowledge::
1. I have reviewed this quarterly report on Form 10-QSB of ReserveNet, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this quarterly
report;
4. The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:
(a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the small business issuer including
its consolidated subsidiaries, is made known to us by others within these
entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions);
(a) All significant deficiencies in the design or operation of internal
controls over financial reporting which are reasonably likely to adversely
affect the small business issuer's ability to record, process, summarize and
report financial data information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
controls over financial reporting.
Date: July 31, 2003
-------------
/s/ Daniel Regidor
- --------------------------------------
Daniel Regidor
President, Chief Executive Officer, Chief Financial Officer, and Secretary