U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000
- --------------------------------------------------------------------------------
[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
- --------------------------------------------------------------------------------
Commission File Number: 000-30829
- --------------------------------------------------------------------------------
BUSINESS TRANSLATION SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0430189
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(702) 221-1952 (PHONE) (702) 221-1963(FAX)
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant 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 [ ] No [ ]
1
Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares authorized,
2,200,750 issued and outstanding as of June 30, 2000.
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
Independent Auditors' Report......................... 5
Balance Sheet....................................... 6
Income Statement. ............................ 7
Statements of Cash Flows............................ 8
Notes to Financial Statements...................... 9-11
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 2. Changes in Securities and Use of Proceeds............ 17
Item 3. Defaults upon Senior Securities...................... 17
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 17
Item 5. Other Information..................................... 17
Item 6. Exhibits and Reports on Form 8-K...................... 17
Signatures...................................................... 18
3
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
(Financial Statements Commence on Following Page)
4
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors
Business Translation Service, Inc.
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheet of Business Translation Service,
Inc. (a Nevada corporation) (a development stage company) as of June 30, 2000
and the related statements of operations for the three-month and six-month
periods ended June 30, 2000 and for the period July 1, 1999 (Inception) to June
30, 2000, and statements of cash flows for the six-month period ending June 30,
2000 and for the period July 1, 1999 (Inception) to June 30, 2000. These
financial statements are the responsibility of the Company's management.
I conducted my 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, I do not express such an
opinion.
Based on my reviews, I am 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.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 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 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
I have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Business Translation Services, Inc. (a
development stage company) as of March 31, 2000, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended (not
presented herein) and in my report dated April 17, 2000, I expressed an
unqualified opinion on those financial statements.
/s/ G. Brad Beckstead, CPA
- --------------------------
August 1, 2000
License #2701
5
BUSINESS TRANSLATION SERVICES, INC.
(A Development Stage Company)
Balance Sheet
June 30, 2000 and March 31, 2000
BALANCE SHEET
(unaudited)
June 30 March 31,
2000 2000
------- --------
ASSETS
Current Assets:
Cash $ 51,140 $ 54,980
--------- --------
Total Current $ 51,140 $ 54,980
--------- --------
Total Assets $ 51,140 $ 54,980
========= ========
Liabilities and Stockholders' Equity
Preferred stock, $0.001 par value,
5,000,000 shares authorized, zero
shares issued and outstanding - -
Common stock, $0.001 par value,
25,000,000 shares authorized;
2,200,750 shares issued and
outstanding at 3/31/00 2,201 2,201
Additional paid-in capital 54,374 54,374
Deficit accumulated during
development stage (5,435) (1,595)
-------- --------
Total Stockholders' Equity 51,140 54,980
-------- --------
Total Liabilities and
Stockholders' Equity $ 51,140 $ 54,980
======== ========
See accompanying Notes are an Intregal Part of These Financial Statements.
6
Business Translation Services, Inc.
(A Development Stage Company)
Statement of Operations
For the Three Months and Six Months Ending June 30, 2000
and For the Period July 1, 1999 (Inception) to June 30, 2000
STATEMENT OF OPERATIONS
Six Months Three Months July 1, 1999
Ending Ending (Inception)
June 30, June 30, to June 30,
2000 2000 2000
---------- ------------ -----------
Revenue $ - $ - $ -
------- ------- -------
Expenses:
General and
administrative expenses 4,924 4,239 5,834
------- ------- -------
Total Expenses 4,924 4,239 5,834
------- ------- -------
Other income:
Interest income 399 399 399
------- ------- -------
Net loss $(4,525) $(3,840) $(5,435)
======= ======== ========
Weighted average number of
common shares outstanding 2,200,750 2,200,750 2,200,750
========= ========= =========
Net loss per share $ - $ - $ -
======= ======= =======
See accompanying Notes are an Intregal Part of These Financial Statements.
7
Business Translation Services, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Six Months Ending June 30, 2000
and For the Period July 1, 1999 (Inception) to June 30, 2000
STATEMENT OF CASH FLOWS
July 1, 1999
(Inception) to
June 30, June 30,
2000 2000
-------- --------------
CASH FLOWS USED BY OPERATING ACTIVITIES
Net loss $ (4,525) $ (5,435)
Adjustments to reconcile net income to net
Cash used by operating activities - -
--------- ----------
Net cash used by operating activities $ (4,525) $ (5,435)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities - -
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 55,075 56,575
--------- ----------
Net cash provided by financing activities 55,075 56,575
--------- ----------
Net (decrease) increase in cash 50,550 51,140
Cash - beginning 590 -
--------- ----------
Cash - ending $ 51,140 $ 51,140
========= ==========
Supplemental disclosures:
Interest paid $ - $ -
========= ==========
Income taxes paid $ - $ -
========= ==========
See accompanying Notes are an Intregal Part of These Financial Statements.
8
Business Translation Services, Inc.
(A Development Stage Company)
Footnotes
Note 1 - History and organization of the company
The Company was organized July 1, 1999 (Date of Inception) under the laws of
the State of Nevada. The Company has no operations and in accordance with SFAS
#7, the Company is considered a development stage company. The Company is
authorized to issue 25,000,000 shares of $0.001 par value common stock.
Note 2 - Summary of significant accounting policies
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The preparation of financial statements in conformity with generally
accepted accounting principles requires 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 revenue and expenses during the
reporting period. Actual results could differ significantly from those
estimates.
3. The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents. $30,000 has been
deposited to a Money Market Account, and is considered a cash equivalent as of
June 30, 2000.
4. Earnings per share (EPS) is computed using the weighted average number of
shares of common stock outstanding during the period. Diluted EPS is computed
by dividing net income by the weighted average shares outstanding, assuming all
dilutive potential common shares were issued. Since the Company has no common
shares that are potentially issuable, such as stock options, convertible
preferred stock and warrants, basic and diluted EPS are the same. The Company
had no dilutive common stock equivalents such as stock options as of June 30,
2000.
5. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
6. The Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued.
7. The Company has adopted December 31 as its fiscal year end.
9
Business Translation Services, Inc.
(A Development Stage Company)
Footnotes
Note 3 - Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or liability is recorded
for all temporary differences between financial and tax reporting. Deferred
tax expenses (benefit) results from the net change during the year of deferred
tax assets and liabilities.
There is no provision for income taxes for the year ended March 31, 2000, due
to the net loss and no state income tax in Nevada.
Note 4 - Stockholders' equity
The Company is authorized to issue 25,000,000 shares of its $0.001 par value
common stock.
On July 2, 1999, the Company issued 750,000 shares of its $.001 par value
common stock for cash of $1,500. Of the total amount, $750 is considered
common stock, and $750 is considered additional paid-in capital.
On January 31, 2000, the Company issued 450,750 shares of its $.001 par value
common stock at $0.10 per share, pursuant to a SEC Regulation D, Rule 504
offering, for cash of $45,075. Of the total amount, $451 is considered common
stock, and $44,624 is considered additional paid-in capital.
On March 28, 2000, the Company issued 1,000,000 shares of its $.001 par value
common stock at $0.10 per share to a Company director for cash of $10,000. Of
the total amount, $1,000 is considered common stock, and $9,000 is considered
additional paid-in capital.
There have been no other issuances of common or preferred stock.
Note 5 - 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. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.
Note 6 - Related party transactions
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
Note 6 - Related party transactions (continued)
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
10
Business Translation Services, Inc.
(A Development Stage Company)
Footnotes
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire any additional shares
of common stock.
Note 8 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise in
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or
after January 1, 2000, and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant system failure
which could affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Business Translation Services, Inc. is a developmental stage company.
The Company plans to offer translation services of conventional documents
and software written in one language and translated into other language,
and to specialize in providing translators for face-to-face meetings.
The Company plans to investigate computer software programs directed
toward the development of computer-based machine translation systems. These
new powerful information tools will provide the basis for the development of
new products. The basic business model is to accelerate technical
developments, together with product marketing and sales, to create unique
translation products for special niche markets. The Company believes that
this strategy will result in positive business results for the Company,
although there are no assurances that this strategy will be successful.
The Company plans to distinguish itself as a translation and Localization
service provider, generally using contracted human resources and industry-
available technology and software tools. The Company intends to pursue
a strategy which will enable it to expand its business through identifying
companies that fit the Company's consolidation guidelines, and contracting
with these companies to provide translating services. The Company has
identified individuals who are fluent in the languages of Spanish, Russian and
Ukraine. These people will be hired as independent contractors, on a per
Assignment basis to translate for the Company.
Additionally, if the Company can become successful it intends to expand
its existing translation services and to continue to research and develop
advanced translating technologies.
In its initial operating period July 1, 1999 (date of inception) through June
30, 2000, the Company incurred a net loss of $5,435 from operations. On July
27, 1999, the Company issued 750,000 shares of its $.001 par value common stock
for cash of $1,500. It has yet to receive any revenues from operations. An
original stock offering was made pursuant to Nevada Revised Statues Chapter
90.490. This offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as amended,
pursuant to Regulation D, Rule 504, of the Act. Additionally, the Company sold
four hundred fifty thousand seven hundred fifty (450,750) shares of its common
stock in connection with a public offering at a price of $0.10 per share for
$45,075 in cash to approximately 52 shareholders. The offering was closed
January 31, 2000. A Form D, was filed with the United States Securities and
Exchange Commission on or about February 9, 2000. On March 28, 2000, the
Company issued 1,000,000 shares of its $.001 par value common stock at $0.10
per share to a Company director for cash of $10,000. As of June 30, 2000, the
Company has two million two hundred thousand seven hundred fifty (2,200,750)
shares of its $0.001 par value common voting stock issued and outstanding which
are held by approximately fifty-four (54) shareholders of record, including the
company's founder. The Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is, however, the intent of the Company to seek to raise additional capital
via a private placement offering pursuant to Regulation "D" Rule 505 or 506
or a private placement.
12
Going Concern - The Company experienced operating losses for the period
ended June 30, 2000. Financial statements have been prepared assuming that
the Company will continue to operate as a going concern which is contemplating
the realization of assets and the settlement of liabilities in the normal
course of business. No adjustment has been made to the recorded amount of
assets or the recorded amount or classification of liabilities which would be
required if the Company were unable to continue its operations. However, the
auditors of the Company have issued a going concern opinion in Note 5 of the
Notes to Financial Statements, (June 30, 2000) which states in pertinent part
the following, "Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern." It is, however, the
intent of the Company to seek to raise additional capital via a private
placement offering pursuant to Regulation "D" Rule 505 or 506.
Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.
Earnings per share (EPS) is computed using the weighted average number
of shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the Company
has no common shares that are potentially issuable, such as stock options,
convertible preferred stock and warrants, basic and diluted EPS are the same.
The Company had no dilutive common stock equivalents such as stock options as
of June 30, 2000.
The Company has not pursued or explored any opportunities for an acquisition or
merger. This does not preclude that the Company may not explore any
opportunities in the future.
Results of Operations
As of June 30, 2000, the Company has yet to generate any revenues. During
the Second Quarter ended June 30, 2000 the Company incurred a net loss of
$3,840, of which the majority of this loss was due to general and
administrative expenses. The Company does not expect to generate any revenues
over the next approximately to eighteen (18) months. For the Period July 1,
1999 (Inception) through June 30, 2000 the Company experienced a negative cash
flow of $5,435.
Plan of Operation
It is the Company's belief that it will not generate any income unless
it can identify business and individuals in need of its translating services.
This in itself will not guarantee any income. Therefore, the Company can incur
losses and negative cash flow over the next twelve (12) to eighteen (18)
months. There is no guarantee that the Company will ever operate profitably or
even receive positive cash flows from full operations. This is especially the
case if the Company cannot attract new customers for its services.
13
Liquidity and Capital Resources
The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock from shareholders, which were used during the
period from inception through June 30, 2000. On July 27, 1999, the Company
issued 750,000 shares of its $.001 par value common stock for cash of $1,500.
An original stock offering was made pursuant to Nevada Revised Statues
Chapter 90.490. This offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504, of the Act. Additionally, the
Company sold four hundred fifty thousand seven hundred fifty (450,750) shares
of its common stock in connection with a public offering at a price of $0.10
per share for $45,075 in cash to approximately 52 shareholders. The offering
was closed January 31, 2000. A Form D, was filed with the Securities and
Exchange Commission on or about February 9, 2000. On March 28, 2000, the
Company Issued 1,000,000 shares of its $.001 par value common stock at $0.10
per share for cash of $10,000. As of May 31, 2000, the Company has two million
two hundred thousand seven hundred fifty (2,200,750) shares of its $0.001 par
value common voting stock issued and outstanding which are held by
approximately fifty-four (54) shareholders of record, including the company's
founder.
The Company currently has two (2) employees, they are: One (1) President and
Chief Executive Officer (Dave Benedetti); and one (1) Secretary (Ed DeStefano).
In order to implement the aggressive business plan of the Company, management
recognizes that some additional staff may be required in the future, once the
company becomes profitable.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year. In addition,
management believes that its current facilities will remain suitable as
the main administrative office and research facilities for the next
twenty-four (24) months. The Company does not have any additional facilities,
and there are currently no proposed programs for the renovation, improvement or
development of the properties currently being leased by the Company.
Market For Company's Common Stock
The Common Stock of the Company is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's Common Stock at present and there has
been no trading market to date. At this time, management has not undertaken
any discussions, preliminary or otherwise, with any prospective market
maker concerning the participation of such market maker in the after market
for the Company's securities, but the Company may initiate such discussions
in the future following receipt of an effective date for this Registration
Statement. Being a start-up company, there is no fiscal history to
disclose.
14
Dividend Policy
The Company has never paid or declared any dividend on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.
Forward-Looking Statements
This Form 10-QSB includes "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. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's
financing plans. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence
on continued growth in the use of the Internet, the Company's inexperience
with the Internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the Internet,
government regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
15
PART II -- OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
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
During the quarter ended June 30, 2000, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
None.
16
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Business Translation Services, Inc.
-----------------------------------
(Registrant)
Date: August 8, 2000
By: /s/ David Benedetti
- -----------------------
David Benedetti
Chairman of the Board, President, Chief Executive Officer, and CFO
18