UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark one) -------------- [X] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended June 30, 2000 -------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF EXCHANGE ACT For the transition period from to ----------- ----------- Commission file number 0-29631 2000 New Commerce, Inc. ---------------------------------------------- (Name of Small Business Issuer is its charter) Nevada 95-4783102 ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 270 North Canon Drive, Suite 203, Beverly Hills, California 90210 ---------------------------------------- ------------- (Address of principal executive offices) (Zip Code) (310) 288- 0693 --------------------------- (Issuer's telephone number) State the number of shares outstanding of each of the issuer's classes of common equity, as of August 7, 2000 Common stock 3,000,000 shares Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] TABLE OF CONTENTS PAGE PART I- FINANCIAL INFORMATION Item 1. Financial Statements. ................................... 1/6 Item 2. Changes in Securities. ...................................... 6/7 PART II- OTHER INFORMATION Item 1. Legal Proceedings. .......................................... 7 Item 2. Changes in Securities. ...................................... 7 Item 3. Defaults Upon Senior Securities. ............................ 7 Item 4. Submission of Matters to a Vote of Security Holders. ......... 7 Item 5. Other Information. ......................................... 7 Item 6. Exhibits and Report on Form 8-K. ........................... 7 SIGNATURES. ........................................................ 8 PART I- FINANCIAL INFORMATION Item 1. Financial Statements. INDEPENDENT ACCOUNTANT'S REVIEW REPORT We have reviewed the accompanying balance sheet of 2000 New Commerce, Inc. as of June 30, 2000 and the related statements of operations, cash flows, and changes in shareholders' equity for the period from January 31, 2000 (inception) to June 30, 2000 and for the three months ended June 30, 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 infor- mation 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 statements 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. /s/ Friedman, Minsk, Cole & Fastovsky - ------------------------------------- Friedman, Minsk, Cole & Fastovsky Los Angeles, California August 4, 2000 1 2000 New Commerce, Inc. (A Development Stage Company) BALANCE SHEET June 30, 2000 ASSETS Current Assets Cash $ 104 --------- Total current assets 104 --------- Total assets $ 104 ========= LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current Liabilities Accrued expenses $ - --------- Total current liabilities Shareholders' Equity Common stock, 25,000,000 shares authorized at $0.001 par value; issued and outstanding 3,000,000 shares 3,000 --------- (Deficit) accumulated during the development stage (2,896) --------- Total shareholders' equity (deficit) 104 --------- Total Liabilities and Shareholders' Equity (Deficit) $ 104 ========= See accountant's review report. 2 2000 New Commerce, Inc. (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited) Three Months January 31, 2000 Ended (Inception) to June 30, 2000 June 30, 2000 ---------------- --------------- Revenue $ -- $ -- Expenses: General and administrative $ 295 2,896 ---------- --------- (Loss) from operations (295) (2,896) Income taxes -- -- ---------- --------- Net (loss) $ (295) (2,896) ========== ========= Basic (Loss) per common share $ -- $ -- ========== ========= Diluted (Loss) per common share $ -- $ -- ========== ========= Weighted average (basic and diluted) common shares outstanding 3,000,000 3,000,000 ========== ========= See accountant's review report. 3 2000 New Commerce, Inc. (A Development Stage Company) STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) From January 31, 2000 (Inception) to June 30, 2000 (Unaudited) (Deficit) Accumulated Additional During the Common Stock Paid-In Development Shares Amount Capital Stage Total --------- ------ ----------- ----------- ------- Common shares issued for cash- 2,300,000 $2,300 $ -- $ -- $ 2,300 Common shares issued for services- 700,000 700 -- -- 700 Net (loss) for the period from inception -- -- -- (2,896) (2,896) ---------- ------ ------- ------- ------- Balance- June 30, 2000 3,000,000 $3,000 $ -- $(2,896) $ 104 ========== ====== ======= ======= ======= See accountant's review report. 4 2000 New Commerce, Inc. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) Three Months January 31, 2000 Ended (Inception) to June 30, 2000 June 30, 2000 ---------------- --------------- Net (loss) $ ( 295) $ (2,896) Adjustments to reconcile net loss to cash used by operating activities: Shares issued for services -- 700 Increase (decrease) in --------- -------- liabilities: Net cash (used) by operating activities: (2,196) Net cash from financing activities: Common stock issuance for cash -- 2,300 ---------- -------- Increase (decrease)in cash (295) 104 Cash at beginning of period 399 -- ---------- -------- Cash at end of period $ 104 $ 104 ========== ======== Supplemental cash flows information: Cash paid during the period for: Income Taxes $ -- $ -- ========== ======== Interest $ -- $ -- ========== ======== Non-cash financing transactions: Common shares issued for services $ -- $ 700 ========== ======== See accountant's review report. 5 2000 New Commerce, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2000 (Unaudited) BASIS OF PRESENTATION - ---------------------- The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10 QSB and Item 310(b) of Regulation S-B. 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 month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. The Company was incorporated on January 31, 2000 thus it was not in existence in the early part of 1999; therefore, comparative presentations for the three month period ended June 30, 1999 are not made. For futher information refer to the audited financial statements and footnotes included in the Company's Form 10-SB filing, filed February 18, 2000. The audited financial statements in the Form 10-SB covered the period from January 31, 2000 to February 15, 2000. Item 2. Plan of Operation - -------------------------- 2000 New Commerce, Inc. ("the Company") was incorporated in the state of Nevada on January 31, 2000. The Company is a development stage enterprise. From inception on January 31, 2000 to date (August 7, 2000) the Company has had no revenues. On February 18, 2000 the Company filed a Registration Statement on Form- 10-SB with the United States Securities and Exchange Commission. The Registration Statement went effective on April 18, 2000. 6 Item 2. Plan of Operation (Continued) - ------------------------------------- The business of the Company is developing e-commerce opportunities, including sales over the Internet and advisory services in this area. The Company, which has no employees, is a development stage enterprise. From inception to date the Company has had no revenues. The Company's management is seeking funding from a variety of sources. However, there can be no assurance management will be successful in these endeavors. For the remainder of calendar 2000 and for the first two quarters of calendar 2001, absent other funding being obtained, the Company's primary funding for corporate expenses will be provided by the Company's Chairman and President. Forward-Looking Statements This Form 10-QSB includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All statements, other than statements of historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding the Company's financial position, business strategy, and plans and objectives of management of the Company for future operations, are forward-looking statements. PART II- OTHER INFORMATION - -------------------------- Item 1. Legal Proceedings The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments. Item 2. Changes in Securities There have been no changes in securities since February 18, 2000. All of the Company's issuance of securities were disclosed in its Form 10-SB filing (Filed February 18, 2000). 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 Report on Form 8-K Exhibit 1: Consent of Friedman, Minsk, Cole & Fastovsky CPAS - --------- Exhibit 1 August 4, 2000 Securities and Exchange Commission 450 Fifth Street Washington, D.C. 20549 Commissioners: We consent to the inclusion of our report dated August 4, 2000 on our review of interim financial information of 2000 New Commerce, Inc. for the period January 31, 2000 (Inception) to June 30, 2000 in 2000 New Commerce Inc.'s quarterly report on Form 10QSB for the quarter then ended. /s/ Friedman, Minsk, Cole & Fastovsky - ------------------------------------- FRIEDMAN, MINSK, COLE & FASTOVSKY Los Angeles, California August 4, 2000 There were no reports filed on Form 8-K during the three month period ended June 30, 2000. 7 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. 2000 New Commerce, Inc. /s/ Jaak Olesk ------------------------------ Date: August 7, 2000 Jaak Olesk - -------------------- Chairman of the Board, President 8