United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[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 September 30, 2002
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 September 30, 2002, 27,935,000 shares of shares of Common Stock were
issued and outstanding.
Transitional Small Business Disclosure Format (check one): yes [ ] no [X]
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The financial statements, for the three months and six months ended
September 30, 2002, 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, are often condensed or omitted, in unaudited quarterly reports,
pursuant to regulations which allow such omissions.
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ESTAFF.COM, INC.
(a Development Stage Company)
BALANCE SHEETS
(Unaudited)
September 30, March 31,
2002 2002
(Unaudited)
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0
------------ ----------
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . 0 0
------------ ----------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0
============ ==========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . . . $ 69,250 $ 49,275
------------ ----------
Total accounts payable. . . . . . . . . . . . . . . . . 69,250 49,275
------------ ----------
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 27,935
Additional paid in capital. . . . . . . . . . . . . . 103,940 103,940
Accumulated Deficit . . . . . . . . . . . . . . . . . (201,125) (181,150)
------------ ----------
Total Stockholders' Equity. . . . . . . . . . . . . . . (69,250) (49,275)
------------ ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY. . . . . . . . $ 0 $ 0
============ ==========
The accompanying notes are an integral part
of these financial statements.
2
ESTAFF.COM, INC.
(a Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
From
Inception on
April 21,
For the three For the six 1999 through
months ended September 30, September 30,
2002 2001 2002 2001 2002
------------ ------------ ------------ ------------ -------------
Revenues . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 1,000
------------ ------------ ------------ ------------ ------------
General and Administrative
Expenses. . . . . . . . . . . . . . . 13,122 34,422 19,975 60,689 152,125
------------ ------------ ------------ ------------ ------------
Net Loss from Operations . . . . . . . . . (13,122) (34,422) (19,975) (60,689) (151,125)
Other income (expense) - Bad debt expense. -0- 0 -0- 0 (50,000)
------------ ------------ ------------ ------------ ------------
Total other income (expense) . . . . . . . -0- 0 -0- 0 (50,000)
------------ ------------ ------------ ------------ ------------
Net Income (Loss). . . . . . . . . . . . . $ (13,122) $ (34,422) $ (19,975) $ (60,689) $ (201,125)
============ ============ ============ ============ ============
Loss per Share . . . . . . . . . . . . . . $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
============ ============ ============ ============ ============
Weighted Average
Shares Outstanding . . . . . . . . . . 27,935,000 25,435,000 27,935,000 25,435,000 23,665,227
============ ============ ============ ============ ============
The accompanying notes are an integral part
of these financial statements.
3
ESTAFF.COM, INC.
(a Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
From
Inception on
April 21,
For the six 1999 through
months ended September 30, September 30,
2002 2001 2002
--------- --------- -------------
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(19,975) $(60,689) $(201,125)
Adjustments to reconcile net loss to
net cash from operating activities:
Stock for services . . . . . . . . . . . . . . . . . . . . . . . . . 0 25,000 31,375
Bad debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 50,000
Changes in operating assets and liabilities:
Increase in bank overdrafts
Increase in accounts payable . . . . . . . . . . . . . . . . . . . . 19,975 31,190 69,250
--------- --------- ----------
Net cash from operating activities . . . . . . . . . . . . . . . . . 0 (4,499) (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. . . . . . . . . . . . . . . . . . . 0 (4,499) 0
Cash beginning of period . . . . . . . . . . . . . . . . . . . . . . 0 4,499 0
--------- --------- ----------
Cash end of period . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0
========= ========= ==========
Cash Paid For:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0
Non-cash financing activities
During September 2001, the Company issued 2,500,000 shares of common stock
for services valued at $25,000
The accompanying notes are an integral part
of these financial statements.
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ESTAFF.COM, INC.
(a Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2002
NOTES TO FINANCIAL STATEMENTS
EStaff.com, Inc. ("the Company") has elected to omit substantially all footnotes
to the financial statements for the period ended September 30, 2002, 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, 2002.
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 expected for the full fiscal year.
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PART II: OTHER INFORMATION
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 end of 2002, at which time revenues
are expected to begin to be a material factor. This delay has been due to
Management's conclusion that recent and current market conditions are not
favorable to the launch of this new business venture.
(b) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We enjoyed no 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. We intend to acquire, by merger and share exchange, a
private Nevada Corporation, Best Computers, Inc., and to change our name to Best
Computers Services, Inc. The acquisition would be made for the issuance of new
investment shares of common stock.
The following cautionary statements and additional information should be
considered:
(a) NO CHANGE OF MAJORITY CONTROL. We do not expect the acquisition issuance
to cause a change in majority control of this corporation.
(b) CONTINUITY OF PRESENT DIRECTOR. We do not anticipate the resignation or
retirement of our present director in connection with this expected
acquisition.
(c) ACQUISITION TENTATIVE. First, there are numerous procedural steps yet
remaining to accomplish this acquisition. One of those steps would be the
required filings pursuant to Section 14(c) of the Securities Exchange Act of
1934, review by the staff of the Commission, and the waiting periods prescribed
thereby. It is also true that intentions are not outcomes, and that there is no
guarantee that this acquisition, however probable, will not fail to occur. Such
things do happen.
(d) START-UP VENTURE. This acquisition target is a start-up venture without a
history of revenues. We do not expect this acquisition to impact favorably upon
our financial statements immediately. We would expect to require no less than
two quarters of operations to establish the viability of the business to be
started, if and when the acquisition takes place. Moreover, there is no
guarantee of that the new business will be launched immediately following the
acquisition without an interim period of inactivity. Additionally, there is no
assurance that the new business, if acquired and if launched, will be successful
at all.
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(e) COMPUTER SERVICES BUSINESS. The business plan to be pursued is the
offering of a variety of computer services, installation, repairs, and ancillary
sales of parts, up-grades, and custom assembly of special purpose systems,
primarily for small businesses.
(f) HIGHLY COMPETITIVE INDUSTRY. We would be entering a field of commerce in
direct competition with other better established companies. No one should expect
sudden or dramatic improvement in our financial condition or operations during
the first year of operations, assuming that the risks of business failure are
successfully avoided. It would take time, effort, advertising and favorable
references, over time, to attract and develop a customer base sufficient to meet
expenses or to indicated a potential for profitability. It is perfectly possible
that we will struggle indefinitely without proving profitable, just meeting
expenses, and keeping overhead minimal, even if the numerous risks of business
failure can be successfully avoided.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
CERITIFICATION PURSUANT TO 18 USC SECTION 1350
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-QSB Report for the First Quarter, three months, ended September 30,
2002, has been signed below by the following person on behalf of the Registrant
and in the capacity and on the date indicated.
Dated: November 5, 2002
ESTAFF.COM, INC
by
/s/Michael Smith
Michael Smith
sole initial officer/director
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EXHIBIT A
CERITIFICATION PURSUANT TO 18 USC SECTION 1350
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CERITIFICATION PURSUANT TO 18 USC SECTION 1350
In connection with this Quarterly Report on Form 10-QSB
Michael Smith, Officer of this Registrant Company, hereby certified(s), to
the best of his knowledge and belief,
(1)This report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2)The information contained in this report fairly presents, in all material
aspects, the financial condition and results of operations of this Registrant
Company.
Dated: November 5, 2002
/s/Michael Smith
Michael Smith
sole initial officer/director
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