United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB\A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-31467
For the quarterly period ended December 31, 2001
eStaff.com, Inc.
Nevada 91-1979826
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
8115 North Van Houten, Portland OR 97203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 493-0477
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
As of December 31, 2001, and February 14, 2002, 27,935,000 shares of shares of
Common Stock were issued and outstanding.
Transitional Small Business Disclosure Format (check one): yes [ ] no [X]
INTRODUCTION
The purpose of this amendment is to report the resignation of the Issuer's
Sole Officer/Director and appointment of its new Officer/Director, to report a
change of control resulting from a private shareholder transaction and to report
minimal revenues not previously reported.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The financial statements, for the three months and nine months ended
December 31, 2001, included herein have been prepared by the Company, without
audit pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnotes disclosure 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 not misleading.
ESTAFF.COM, INC.
(a Development Stage Company)
BALANCE SHEETS (UNAUDITED)
December 31, March 31,
2001 2001
- --------------------------------------------------------------------------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 4,499
------------ ----------
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . 0 4,499
------------ ----------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . $ 0 $ 4,499
============ ==========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . . . $ 35,747 $ -0-
------------ ----------
Total accounts payable. . . . . . . . . . . . . . . . . 35,747 -0-
------------ ----------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 27,935,000 shares
and 25,435,000 shares respectively . . . . . . . . 27,935 25,435
Additional paid in capital. . . . . . . . . . . . . . 103,940 81,440
Accumulated Deficit . . . . . . . . . . . . . . . . . (167,622) (102,376)
------------ ----------
Total Stockholders' Equity. . . . . . . . . . . . . . . (35,747) 4,499
------------ ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY. . . . . . . . $ 0 $ 4,499
============ ==========
The accompanying notes are an integral part
of these financial statements.
ESTAFF.COM, INC.
(a Development Stage Company)
STATEMENTS OF OPERATIONS (UNAUDITED)
for the periods ended December 31, 2000
and 2001
From
Inception on
From October From April April 21,
1, 2000 to 1, 2000 to 1999 through
December 31, December 31, December 31,
2001 2000 2001 2000 2001
------------ ------------ ------------ ------------ ------------
Revenues. . . . . . . . . . $ -0- $ -0- $ -0- $ 1,000 $ 1,000
------------ ------------ ------------ ------------ ------------
General and Administrative
Expenses . . . . . . . 4,557 699 65,246 15,422 118,622
------------ ------------ ------------ ------------ ------------
Bad debt expense. . . . . . -0- -0- -0- -0- 50,000
------------ ------------ ------------ ------------ ------------
Net Loss from Operations. . (4,557) (699) (65,246) (14,422) (167,622)
Net Income (Loss) . . . . . $ (4,557) $ (699) $ (65,246) $ (14,422) $ (167,622)
============ ============ ============ ============ ============
Loss per Share. . . . . . . $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
============ ============ ============ ============ ============
Weighted Average
Shares Outstanding. . . 25,990,500 21,235,675 25,712,750 21,235,675 24,277,823
============ ============ ============ ============ ============
The accompanying notes are an integral part
of these financial statements.
ESTAFF.COM, INC.
(a Development Stage Company)
STATEMENTS OF CASH FLOWS (UNAUDITED)
for the periods ended December 31, 2000 and 2001
From
Inception on
April 21,
For the periods 1999 through
ended December 31, December 31,
2001 2000 2001
--------- --------- ----------
Net Loss. . . . . . . . . . . . . . . . . . $(65,246) $(14,422) $(167,622)
Adjustments to reconcile net loss to
net cash from operating activities:
Bad debt expense. . . . . . . . . . . . . . 0 0 50,000
Increase in accounts payable. . . . . . . . 35,747 13,422 35,747
Stock for services. . . . . . . . . . . . . 25,000 1,000 31,375
--------- --------- ----------
Net cash from operating activities. . . . . (4,499) 0 (50,500)
--------- --------- ----------
Cash flow used in investing activities:
Cash paid for note receivable-Related Party 0 0 (50,000)
--------- --------- ----------
Net cash (used) by investing activities . . 0 0 (50,000)
--------- --------- ----------
Cash flow from financing activities:
Issued common stock for cash. . . . . . . . 0 0 100,500
--------- --------- ----------
Net cash provided by financing activities . 0 0 100,500
--------- --------- ----------
Net increase (decrease) in cash . . . . . . (4,499) 0 0
Cash beginning of period. . . . . . . . . . 4,499 4,499 0
--------- --------- ----------
Cash end of period. . . . . . . . . . . . . 0 4,499 0
========= ========= ==========
Cash Paid For:
Interest. . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0
Taxes . . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0
The accompanying notes are an integral part
of these financial statements.
ESTAFF.COM, INC.
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2000
NOTES TO FINANCIAL STATEMENTS
Estaff.com, Inc. ("The Company") has elected to omit substantially all footnotes
to the financial statements for the period ended December 31, 2000, since there
have been no material changes (other than indicated in other footnotes) to the
information previously reported by the Company in their Annual Report filed on
Form 10-KSB for the fiscal year ended March 31, 2001.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative of
the results from operations for the full fiscal year.
ITEM 2. DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. Our plan of operation is
unchanged from our previous report; except that this small business issuer has
delayed its launch of operations, until the beginning of 2002, at which time
revenues are expected to begin to be a material factor. Current conditions are
extremely unfavorable for the launch of an employee leasing new business.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We enjoyed only nominal revenues during the period covered by this report. Our
expenses during this period represent corporate maintenance, legal and
professional fees.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None
ITEM 2. CHANGES IN SECURITIES. None
ITEM 3. DEFAULTS ON SENIOR SECURITIES. None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. None
ITEM 5. OTHER INFORMATION. Effective February 1, 2002, Tarja Morado retired as
sole director, and from all corporate offices, after first appointing Michael
Moore as sole remaining director. Mr. Moore was the nominee of B&V Union
Technologies, Inc., our principal shareholder. B&V is a Panama corporation. It
has transferred control of this corporation to Mr. Moore for the benefit of
shareholders. Mr. Moore, our new management, intends to attempt to realize our
business plan. This control block acquired by Mr. Moore is not deemed entitled
to reliance on Rule 144 or Section 4(1) of the Securities Act of 1933 for resale
in brokerage transactions. These control shares are not deemed entitled to
private transfer without indefinite continuation of the foregoing restriction.
Mr. Moore did not purchase or pay for the transfer of control to him. The
consideration for the transfer was his undertaking to assume the
responsibilities of management and to work diligently to achieve profitability
for shareholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amended Form 10-QSB Report for the Quarter ended December 31, 2001, has been
Signed below by the following person on behalf of the Registrant and in the
Capacity and on the date indicated.
Dated: February 14, 2002
ESTAFF.COM, INC
by
/s/Michael Moore
Michael Moore
sole initial officer/director