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 September 30, 2001
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 000-30829
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BUSINESS TRANSLATION SERVICES, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 88-0430189
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
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(Address of principal executive offices)
(702) 221-1952 (PHONE) (702) 221-1963(FAX)
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(Issuer's telephone number)
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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 [x] No [ ]
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
Common Stock, $0.001 par value per share, 20,000,000 shares authorized,
2,200,750 issued and outstanding as of September 30, 2001. Preferred
Stock, $0.001 par value per share, 5,000,000 shares authorized, no
Preferred Stock issued nor outstanding as of September 30, 2001.
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...................... 9-10
Item 2. Management's Discussion and Analysis of Plan
of Operation......................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................... 15
Item 2. Changes in Securities and Use of Proceeds........... 15
Item 3. Defaults upon Senior Securities..................... 15
Item 4. Submission of Matters to a Vote
of Security Holders................................. 15
Item 5. Other Information.................................... 15
Item 6. Exhibits and Reports on Form 8-K..................... 15
Signatures..................................................... 16
3
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
The audited financial statements of registrant for the nine months ended
September 30, 2001, follow. The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of
the results for the interim period presented.
4
G. BRAD BECKSTEAD
---------------------------
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Business Translation Services, Inc.
(a Development Stage Company)
Las Vegas, NV
I have audited the Balance Sheet of Business Translation Services, Inc. (a
Nevada corporation) (a development stage company) as of September 30, 2001
and December 31, 2000, and the related Statements of Operations,
Stockholders' Equity, and Cash Flows for the nine-months ended September
30, 2001, the period July 1, 1999 (Date of Inception) to September 30, 2001.
These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financials statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement
presentation. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects the balance sheets of Business Translation
Services, Inc., (A Development Stage Company), as of September 30, 2001
and December 31, 2000, and its related statements of operations, equity and
cash flows for the nine months ended September 30, 2001, the period July 1,
1999 (Date of Inception) to December 31, 2000, and for the period July 1,
1999 (Date of Inception) to September 30, 2001, 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 2 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 2. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ G. Brad Beckstead
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October 18, 2001
5
BUSINESS TRANSLATION SERVICES, INC.
(A Development Stage Company)
Balance Sheet
BALANCE SHEET
September 30, December 31,
2001 2000
------- --------
ASSETS
Current Assets:
Cash $ 81 $ 17,367
--------- --------
Total Current $ 81 $ 17,367
--------- --------
Total Assets $ 81 $ 17,367
========= ========
Liabilities and Stockholders' Equity
Current liabilities $ 128 $ -
--------- --------
Total liabilities - -
--------- --------
Stockholders' Equity:
Preferred stock, $0.001 par value,
5,000,000 shares authorized, zero
shares issued and outstanding - -
Common stock, $0.001 par value,
20,000,000 shares authorized;
2,200,750 shares issued and
outstanding at 6/30/01 2,201 2,201
Additional paid-in capital 54,374 54,374
Deficit accumulated during
development stage (56,622) (39,208)
-------- --------
Total Stockholders' Equity (47) 17,367
-------- --------
Total Liabilities and
Stockholders' Equity $ 81 $ 17,367
======== ========
The accompanying Notes are an integral part of these financial statements.
6
Business Translation Services, Inc.
(A Development Stage Company)
Statement of Operations
For the Three and Nine Months Ending September 30, 2001 and 2000
and For the Period July 1, 1999 (Inception) to September 30, 2001
STATEMENT OF OPERATIONS
Three Months Ending Nine Months Ending July 1, 1999
September 30, September 30, (Inception) to
------------------- ------------------ September 30,
2001 2000 2001 2000 2001
---------- ------- -------- -------- --------------
Revenue $ - $ - $ - $ - $ -
-------- -------- -------- -------- --------
Expenses:
General and
administrative
expenses 427 19,621 17,430 29,570 57,403
-------- -------- -------- -------- --------
Total expenses 427 19,621 17,430 29,570 57,403
-------- -------- -------- -------- --------
Other income:
Interest income - 341 41 740 781
-------- -------- -------- -------- --------
Total other income - 341 41 740 781
-------- -------- -------- -------- --------
Net (loss) $ (427) $(19,280) $(17,389) $(28,830) $(56,622)
======== ======== ======== ======== ========
Weighted average
number of
common shares
outstanding 2,200,750 2,200,750 2,200,750 2,200,750 2,200,750
========= ========= ========= ========= =========
Net loss per share $ (0.00) $ (0.01) $ (0.01) $ (0.01) $ (0.03)
========= ========= ========= ========= =========
The accompanying Notes are an integral part of these financial statements.
7
Business Translation Services, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Nine Months Ending September 30, 2001 and 2000
and For the Period July 1, 1999 (Inception) to September 30, 2001
STATEMENT OF CASH FLOWS
Nine Months Ending July 1, 1999
September 30, (Inception) to
-------------------- September 30,
2001 2000 2001
--------- --------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (17,389) $(28,830) $ (56,622)
Increase in current liabilities 128 - 128
---------- --------- ----------
Net cash (used) by operating activities (17,261) (28,830) (56,494)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
- - -
--------- --------- ----------
Net cash provided (used)
by investing activities - - -
--------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - 56,575 56,575
--------- --------- ---------
Net cash provided by
financing activities - 56,575 56,575
--------- --------- ---------
Net (decrease) increase in cash (17,261) 27,745 81
Cash - beginning 17,342 - -
--------- --------- ---------
Cash - ending $ 81 $ 27,745 $ 81
========= ========= =========
Supplemental disclosures:
Interest paid $ - $ - $ -
========= ========= =========
Income taxes paid $ - $ - $ -
========= ========= =========
The accompanying Notes are an integral part of these financial statements.
8
Business Translation Services, Inc.
(a Development Stage Company)
Notes
Note 1 - Basis of Presentation
The consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles
and stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures 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 presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that
these consolidated interim financial statements be read in conjunction with
the financial statements of the Company for the year ended December 31,
2000 and notes thereto included in the Company's 10-KSB annual report.
The Company follows the same accounting policies in the preparation of
interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. As at
September 30, 2001, the Company has not recognized revenue to date and
has accumulated operating losses of approximately $57,000 since inception.
The Company's ability to continue as a going concern is contingent upon
the successful completion of additional financing arrangements and its
ability to achieve and maintain profitable operations. Management plans
to raise equity capital to finance the operating and capital requirements
of the Company. Amounts raised will be used to further development of
the Company's products, to provide financing for marketing and promotion,
to secure additional property and equipment, and for other working capital
purposes. While the Company is expending its best efforts to achieve the
above plans, there is no assurance that any such activity will generate
funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include
any adjustments that might arise from this uncertainty.
9
Business Translation Services, Inc.
(a Development Stage Company)
Notes
Note 3 - 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 and
their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
10
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
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 March
31, 2001, the Company incurred a net loss of $56,622 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 September 30, 2001,
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 enough 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.
11
Going Concern - The Company experienced operating losses for the period ended
September 30, 2001. 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, (September 30, 2001) 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.
The Company had no dilutive common stock equivalents such as stock options as
of September 30, 2001.
Results of Operations
As of September 30, 2001, the Company has yet to generate any revenues. During
the Third Quarter ended September 30, 2001 the Company incurred a net loss of
$427, compared to $19,280 for the same period last year. During the first nine
months of the fiscal year, for the period ending September 30, 2001, the
Company lost $17,389 as compared to $28,830 for the same period last year. The
majority of these losses were due to general and administrative expenses. The
Company does not expect to generate any revenues over the next approximately
to twelve (12) months. For the period July 1, 1999 (inception) through
September 30, 2001 the Company experienced a net loss of $56,622.
Plan of Operation
It is the Company's belief that it will not generate any income unless
it can identify businesses 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.
12
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 September 30, 2001. 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 no arrangements or commitments for accounts and
accounts receivable financing. As stated on the Company's Balance Sheet, as
of September 30, 2001, the Company has cash reserves of $81.00. Financial
Footnote #2 states without realization of additional capital, it would be
unlikely for the Company to continue as a going concern. In order for the
Company to remain a Going Concern it will need to find additional capital to
finance its planned activity. There can be no assurance that any such
financing can be obtained or, if obtained, that it will be on reasonable terms.
Therefore, management is currently assessing options, so that the Company
can remain a Going Concern. These options include, but are not limited to:
management advancing the Company funding; a 505/506 Offering; or developing
a strategic alliance, with a better funded company. Financial Footnote 2
states: "While the Company is expending its best efforts to achieve the
above plans, there is no assurance that any such activity will generate
funds that will be available for operations."
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 became eligible for trading on the OTC-Bulletin
Board on February 5, 2001 under the symbol BTSV.
13
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.
14
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 September 30, 2001, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed July 1,
1999 and the Amended Articles of Incorporation filed on
July 26, 1999. Incorporated by reference to the exhibits to
the Company's General Form For Registration Of Securities
Of Small Business Issuers on Form 10-SB, and Amendment No. 1
to Form 10-SB previously filed with the Commission.
(b) By-Laws of the Company adopted July 28, 1999.
Incorporated by reference to the exhibits to the Company's
General Form For Registration Of Securities Of Small
Business Issuers on Form 10-SB, previously filed with the
Commission.
13 Annual or Quarterly Reports
(a) Form 10-KSB for the year ended December 31, 2000
incorporated by reference to the Company's Annual
Report for Small Business Issuers on Form 10-KSB,
previously filed with the Commission.
(b) Form 10-QSB for the Quarter ended June 30, 2000 and
September 30, 2000, March 31, 2001 and June 30, 2001
Incorporated by reference to the Company's Quarterly
Report for Small Business Issuers on Form 10-QSB, previously
filed with the Commission.
23 Consent of Experts and Counsel
(a) Consent of Independent Public Accountant
Reports on Form 8-K
None filed during the Quarter ended September 30, 2001.
15
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: October 29, 2001
By: /s/ David Benedetti
-----------------------
David Benedetti
Chairman of the Board,
President, Chief Executive Officer, and CFO
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.
Date: October 29, 2001
By: /s/ Ed DeStefano
---------------------
Ed DeStefano
Corporate Secretary
16