SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 ending March 31, 2001
Commission File No. 0000-28341
Alph-Net Consulting Group, Ltd.
A Nevada corporation 77-0426983
(I.R.S. Employer Identification Number)
2102 N. Donner Ave., Tucson, Arizona 85749
Registrant's telephone number, including area code:
(520) 577-1516
Check whether the issuer (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. [X]Yes [ ] No
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date:
Class Outstanding as of May 1, 2001
$.001 Par Value Common Stock 1,000,000 SHARES
PART I
This Report may contain certain "forward-looking"
statements as such term is defined in the Private
Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules,
regulations and/or releases, which represent our
expectations or beliefs, including but not limited to,
statements concerning our operations, economic
performance, financial condition, growth and
acquisition strategies, investments, and future
operational plans. For this purpose, any statements
contained herein that are not statements of historical
fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words
such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "might,"
or "continue" or the negative or other variations
thereof or comparable terminology are intended to
identify forward-looking statements. These statements
by their nature involve substantial risks and
uncertainties, certain of which are beyond our control,
and actual results may differ materially depending on a
variety of important facts.
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Alph-
Net Consulting Group, Ltd., a Nevada corporation, and
its subsidiaries and predecessors unless otherwise
indicated. Reviewed, interim financial statements are
presented including a balance sheet for the Company as
of the quarter ended March 31, 2001 and statements of
operations, statements of shareholders equity and
statements of cash flows for the interim period up to
the date of such balance sheet.
INDEPENDENT ACCOUNTANT'S REPORT
Alph-Net Consulting Group, Ltd.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of
Alph-Net Consulting Group, Ltd. (a development stage
company) as of March 31, 2001 and December 31, 2000, and the
related statements of operations, and cash flows for the
three month period ended March 31, 2001 and 2000. These
financial statements are the responsibility of the Company's
management.
We conducted our review 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, the objective of
which is the expression of an opinion regarding the
financial statement taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying
financial statements for them to be in conformity with
generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
May 7, 2001
F-1
ALPH-NET CONSULTING GROUP, LTD.
(A Development Stage Company)
BALANCE SHEETS
March 31 December 31
2000 2000
Assets: $ - $ -
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 850 $215
Total Liabilities $ 850 $215
Shareholders' Equity:
Common Stock, Par Value $.001
Authorized 100,000,000 shares
Issued 1,000,000 shares at March 31, 2001
and December 31, 2000 1,000 1,000
Paid-In Capital 2,895 2,680
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development State (3,545) (2,695)
Total Stockholders' Equity (850) (215)
Total Liabilities and
Shareholders' Equity $ - $ -
F-2
See accompanying notes and accountants' report.
ALPH-NET CONSULTING GROUP, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since July
12, 1999
For the three months ended inception of
March 31, development
2001 2000 stage
Revenues $ - $ - $ -
Expenses
General & Administrative 850 - 3,545
Net Loss $ (850) $ - $(3,545)
Basic & Diluted loss per share
$ - $ -
F-3
See accompanying notes and accountants' report.
ALPH-NET CONSULTING GROUP, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Cumulative
Since July 12
1999
For the three months ended Inception of
March 31, Development
2001 2000 Stage
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(850) $ - $(3,545)
Increase (Decrease) in
Accounts Payable 635 - 650
Net Cash Used in
Operating activities (215) - (2,895)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
Investing activities - - -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
By shareholder 215 - 2,895
Net Cash provided by
Financing activities 215 - 2,895
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
At Beginning of Period - - -
Cash and Cash Equivalents
At End of Period $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $350
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES: None
F-4
See accompanying notes and accountants' report.
ALPH-NET CONSULTING GROUP, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
This summary of accounting policies for Alph-Net
Consulting Group, Ltd. is presented to assist in
understanding the Company's financial statements. The
accounting policies conform to generally accepted
accounting principles and have been consistently
applied in the preparation of the financial statements.
The unaudited financial statements as of March 31,
2001 and for the three months then ended reflect, in
the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to
fairly state the financial position and results of
operations for the three months. Operating results for
interim periods are not necessarily indicative of the
results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the
State of Nevada on April 15, 1996. The Company ceased
all operating activities during the period from April
15, 1996 to July 12, 1999 and was considered dormant.
Since July 12, 1999, the Company is in the development
stage, and has not commenced planned principal
operations.
Nature of Business
The company has no products or services as of
March 31, 2001. The Company was organized as a vehicle
to seek merger or acquisition candidates. The Company
intends to acquire interests in various business
opportunities, which in the opinion of management will
provide a profit to the Company
Cash and Cash Equivalents
For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being
held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles required 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 revenues and expenses during
the reporting period. Actual results could differ from
those estimates.
Loss per Share
The reconciliations of the numerators and
denominators of the basic loss per share computations
are as follows:
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the three months ended March 31, 2001:
Basic Loss per Share
Loss to common shareholders
$ (850) 1,000,000 $ -
For the three months ended March 31, 2000:
Basic Loss per Share
Loss to common shareholders
$ - 1,000,000 $ -
The effect of outstanding common stock equivalents
would be anti-dilutive for March 31, 2001 and 2000 and
are thus not considered.
Reclassification
Certain reclassifications have been made in the
2001 and 2000 financial statements to conform with the
March 31, 2001 presentation.
NOTE 2 - INCOME TAXES
As of March 31, 2001, the Company had a net
operating loss carryforward for income tax reporting
purposes of approximately $4,700 that may be offset
against future taxable income through 2011. Current
tax laws limit the amount of loss available to be
offset against future income when a substantial change
in ownership occurs. Therefore, the amount available
to offset future taxable income will be limited. No
tax benefit has been reported in the financial
statements, because the Company believes there is a 50%
or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of
the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and
as is common with a development stage company, the
Company has had recurring losses during its development
stage.
NOTE 4 - COMMITMENTS
As of March 31, 2001 all activities of the Company
have been conducted by corporate officers from either
their homes or business offices. Currently, there are
no outstanding debts owed by the Company for the use of
these facilities and there are no commitments for
future use of the facilitates.
NOTE 5 - STOCK SPLIT
On July 5, 1999 the Board of Directors authorized
1,000 to 1 stock split, changes the authorized number
of shares to 100,000,000 shares and the par value to
$.001 for the Company's common stock. As a result of
the split, 999,000 shares were issued. All references
in the accompanying financial statements to the number
of common stock and per-share amounts for 1999 and 1998
have been restated to reflect the stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
This Quarterly Report contains certain forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, which
are intended to be covered by the safe harbors created
thereby. Investors are cautioned that all forward-
looking statements involve risks and uncertainty,
including without limitation, the ability of the
Company to continue its expansion strategy, changes in
costs of raw materials, labor, and employee benefits,
as well as general market conditions, competition and
pricing. Although the Company believes that the
assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions
could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements included
in this Quarterly Report will prove to be accurate. In
light of the significant uncertainties inherent in the
forward-looking statements including herein, the
inclusion of such information should not be regarded as
are presentation by the Company or any other person
that the objectives and plans of the Company will be
achieved.
As used herein the term "Company" refers to Alph-Net
Consulting Group, Ltd., a Nevada corporation and its
predecessors, unless the context indicates otherwise.
The Company is currently a shell company whose purpose
is to acquire operations through an acquisition or
merger or to begin its own start-up business.
The Company is in the process of attempting to identify
and acquire a favorable business opportunity. The
Company has reviewed and evaluated a number of business
ventures for possible acquisition or participation by
the Company. The Company has not entered into any
agreement, nor does it have any commitment or
understanding to enter into or become engaged in a
transaction as of the date of this filing. The Company
continues to investigate, review, and evaluate business
opportunities as they become available and will seek to
acquire or become engaged in business opportunities at
such time as specific opportunities warrant.
RESULTS OF OPERATIONS
The Company had no sales or sales revenues for the
period ended March 31, 2001 or 2000 because it is a
shell company that has not had any business operations
for the past three years.
The Company had no costs of sales revenues for the
period ended March 31, 2001 or 2000 because it is a
shell company that has not had any business operations
for the past three years. The Company had general and
administrative expenses for the period ended March 31,
2001 in the amount of $850.
The Company recorded net loss of $850 for the three
month period ended March 31, 2001 compared to $0 loss
for the comparable period in 2000.
CAPITAL RESOURCES AND LIQUIDITY
At March 31, 2001, the Company had total current assets
of $0 and total assets of $0 as compared to $0 current
assets and $0 total assets at March 31, 2000. The
Company had a net working capital deficit of $850 at
March 31, 2001 with a net working capital deficit of $0
at March 31, 2000.
Net stockholders' deficit in the Company was $850 as of
March 31, 2001 and $0 at March 31, 2000.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits. Exhibits required to be attached by
Item 601 of Regulation S-B are listed in the Index to
Exhibits of this Form 10-QSB, if any, and are
incorporated herein by reference.
(b) Reports on Form 8-K. No reports on Form 8-K
were filed during the period covered by this Form 10-
QSB.
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, this 8th day of May, 2001.
ALPH-NET CONSULTING GROUP, LTD.
/s/ Daniel L. Hodges
---------------------------
Daniel L. Hodges
May 11, 2001
President/CFO and Director