UNITED STATES
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, 2001
| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 333-46828
PHYLLIS MAXWELL'S GROUPS, INC.
------------------------------
(Exact name of small business issuer as specified in its charter)
New York 13-3526402
-------- ----------
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
Suite 1807-1501 Broadway, New York, NY 10036
--------------------------------------------
(Address of principal executive offices)
(212) 768-2990
--------------
(Issuer's telephone number)
n/a
---
(Former name, former address and former fiscal year, if changed since
last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS 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 [__]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
11,500,000 shares of common stock outstanding as of August 15, 2001
Transitional Small Business Disclosure Format (Check One): Yes[__] No [X]
PHYLLIS MAXWELL'S GROUPS, INC
FORM 10-QSB
INDEX
Page
PART I FINANCIAL INFORMATION.......................................3
Item 1. Financial Statements:.......................................3
Independent Accountants' Review Report......................3
Condensed Balance Sheets....................................4
Condensed Statements of Operations..........................5
Condensed Statements of Stockholder's Equity................6
Condensed Statements of Cash Flows..........................7
Notes to Condensed Financial Statements.....................9
Item 2. Management's Discussion and Analysis or Plan of Operation..10
PART II OTHER INFORMATION...................................................15
Item 1. Legal Proceedings..........................................15
Item 2. Changes in Securities......................................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
SIGNATURE PAGE...............................................................16
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
- --------------------------------------
To the Board of Directors and Stockholders'
Phyllis Maxwell's Groups, Inc.
1501 Broadway
Suite 1807
New York, New York 10036
We have reviewed the accompanying condensed balance sheet of Phyllis Maxwell's
Groups, Inc. as of June 30, 2001 and the related condensed statements of
operations for the three and six months periods ended June 30, 2001 and 2000,
and statements of stockholders' equity and cash flows for the six month periods
ended June 30, 2001 and 2000. These condensed financial statements are the
responsibility of the Company's management.
We conducted our 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 auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
condensed financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet of Phyllis Maxwell's
Groups, Inc. as of December 31, 2000, presented herein, and the related
statements of operations, stockholders' equity and cash flows for the year then
ended not presented herein; and in our report dated March 6, 2001, we expressed
an unqualified opinion on those financial statements.
Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
White Plains, New York
August 7, 2001
3
PHYLLIS MAXWELL'S GROUPS, INC.
CONDENSED BALANCE SHEETS
-------------------------------
June 30, December 31,
2001 2000
------------- -----------
(Unaudited)
ASSETS
- ------
Current assets:
Cash $ 80,143 $ 30,132
Commissions receivable 121,896 96,963
Other assets 5,666 5,666
------------ ----------
Total current assets 207,705 132,761
Loans receivable - stockholder 20,000 20,000
------------ ----------
Total assets $ 227,705 $ 152,761
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 107,460 $ 62,009
Deferred taxes payable 15,500 15,500
Loan payable - stockholder - 7,870
------------ ----------
Total liabilities 122,960 85,379
------------ ----------
Commitments
Stockholders' equity:
Common stock, $.001 par value; 20,000,000 shares authorized,
11,500,000 shares issued and outstanding at June 30, 2001
and 10,500,000 shares issued and outstanding at
December 31, 2000 21,100 20,100
Additional paid-in capital 59,371 23,349
Retained earnings 24,274 23,933
------------ ----------
Total stockholders' equity 104,745 67,382
------------ ----------
Total liabilities and stockholders' equity $ 227,705 $ 152,761
============ ==========
See accountants' review report and notes to financial statements.
4
PHYLLIS MAXWELL'S GROUPS, INC.
CONDENSED STATEMENTS OF OPERATIONS
--------------------------------------------
Six months Six months Three months Three months
ended ended ended ended
June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Commission revenue $ 107,512 $ 108,395 $ 41,548 $ 45,275
General and administrative expenses 108,833 100,432 52,879 55,850
------------ ------------ ------------ ------------
Income (loss) from operations (1,321) 7,963 (11,331) (10,575)
Interest income 2,390 1,766 1,251 703
------------ ------------ ------------ ------------
Income (loss) before income taxes 1,069 9,729 (10,080) (9,872)
------------ ------------ ------------ ------------
Income taxes (benefit):
Current 728 300 - (380)
Deferred - 2,600 (2,500) (3,040)
------------ ------------ ------------ ------------
728 2,900 (2,500) (3,420)
------------ ------------ ------------ ------------
Net income (loss) $ 341 $ 6,829 $ (7,580) $ (6,452)
============ ============ ============= ============
Earnings per common share -
basic and diluted $ .00 $ .00 $ .00 $ .00
============ ============ ============ ============
Weighted average common shares
outstanding - basic and diluted 10,785,714 10,000,000 11,000,000 10,000,000
============ ============ ============ ============
See accountants' review report and notes to financial statements.
5
PHYLLIS MAXWELL'S GROUPS, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
------------------------------------------------------
Common Stock Additional
------------ Paid-In Retained
Shares Amount Capital Earnings Total
------ ------ ------- -------- -----
Six months ended June 30, 2001 (unaudited):
Balances, December 31, 2000 10,500,000 $20,100 $ 23,349 $23,933 $ 67,382
Issuance of 1,000,000 of $.001 par value
common stock at price of $.03 per
share, net of issuance costs totaling
$12,978 1,000,000 1,000 36,022 - 37,022
Net income, six months ended - - - 341 341
----------- --------- --------- --------- ----------
Balances, June 30, 2001 11,500,000 $21,100 $59,371 $24,274 $ 104,745
============ ========= ========= ========= ==========
Six months ended June 30, 2000 (unaudited):
Balances, December 31, 1999 10,000,000 $ 100 $23,349 $ 54,450 $ 77,899
Net income, six months ended - - - 6,829 6,829
------------ --------- --------- --------- ----------
Balances, June 30, 2000 10,000,000 $ 100 $ 23,349 $ 61,279 $ 84,728
============ ========= ========= ========= ==========
See accountants' review report and notes to financial statements.
6
PHYLLIS MAXWELL'S GROUPS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
------------------------------------------
Six months Six months
ended ended
June 30, 2001 June 30, 2000
(Unaudited) (Unaudited)
Cash flows provided by (used in):
Operating activities:
Cash received from customers $ 128,030 $ 100,246
Cash paid to suppliers and employees (108,833) (100,432)
Interest received 2,390 1,766
Income tax paid (728) (2,900)
------------ -----------
Net cash provided by (used in) operating activities 20,859 (1,320)
------------ -----------
Financing activities:
Repayment of stockholder loan payable (7,870) -
Proceeds from issuance of common stock 50,000 -
Expenses applicable to issuance of common stock (12,978) -
------------ -----------
Net cash provided by financing activities 29,152 -
------------ -----------
Net increase (decrease) in cash 50,011 (1,320)
Cash, beginning of period 30,132 3,940
------------ -----------
Cash, end of period $ 80,143 $ 2,620
============ ===========
See accountants' review report and notes to financial statements.
7
PHYLLIS MAXWELL'S GROUPS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(CONCLUDED)
------------------------------------------
Six months Six months
ended ended
June 30, 2001 June 30, 2000
------------- -------------
(Unaudited) (Unaudited)
Reconciliation of net income to net cash provided by
(used in) operating activities:
Net income $ 341 $ 6,829
----------- --------------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred income taxes payable - (5,288)
Changes in assets (increase) decrease:
Commission receivable (24,933) (5,749)
Changes in liabilities increase:
Accounts payable 45,451 2,888
---------- -----------
Total adjustments 20,518 (8,149)
---------- -----------
Net cash provided by (used in) operating activities $ 20,859 $ (1,320)
========== ============
See accountants' review report and notes to financial statements.
8
PHYLLIS MAXWELL'S GROUPS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
------------------------------------------------
(1) In the opinion of the Company's management, the accompanying condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position of
the Company as of June 30, 2001 and the results of operations and cash
flows for the six month periods ended June 30, 2001 and 2000. Because of
the possible fluctuations in the marketplace and in the entertainment
industry, operating results of the Company on a six-month basis may not
be indicative of operating results for the full year.
(2) The Company is not aware of any pending or threatened legal proceedings
which could have a material adverse effect on its financial position or
results of operations.
(3) Earnings per share:
Income Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ------
Six months ended June 30, 2001:
Basic EPS
Earnings available to common
stockholders $ 341 10,785,714 $ .00
======
Effective dilutive securities - -
----------- ------------
Diluted EPS
Earnings available to common
stockholders $ 341 10,785,714 $ .00
============ ========== ======
Six months ended June 30, 2000:
Basic EPS
Income available to common
stockholders $ 6,829 10,000,000 $ .00
======
Effective dilutive securities - -
------------- -----------
Diluted EPS
Income available to common
stockholders $ 6,829 10,000,000 $ .00
============ ========== ======
9
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion of our financial condition and results of
operations should be read in conjunction with the Condensed Financial Statements
and Notes to those financial statements included in this Quarterly Report. This
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of various factors including,
but not limited to, those discussed in this Quarterly Report.
Overview
We are licensed by the City of New York to resell tickets to Broadway
and Off-Broadway theatre performances. Typically, we buy group tickets on behalf
of a customer group (usually a minimum of 20 persons) and our fee is paid, with
limited exceptions by the theatre. These exceptions include Saturday night
tickets, certain holiday periods or if the group falls below 20 persons, in
which case the fee is paid by the customer. On occasion, as a special service
for group customers, for an additional fee, as few as two or four tickets may be
purchased.
Revenue is not recognized by us until the date an invoice is generated.
Generally, our sales and billing process is as follows:
A customer will contact us regarding the availability of theatre
tickets. We will then contact the box office by phone regarding the customer's
inquiry. If the ticket availability is satisfactory to the customer, we will
send a written confirmation to the theatre detailing the show date and number of
tickets needed. Once we receive the signed confirmation back from the theatre,
we send the customer an invoice that details the price of the tickets. The price
is fixed and determinable. Upon our receipt from the customer of the
non-refundable amount due per the invoice, we will immediately remit the funds
to the respective show's box office. At that time, we have completed our work
necessary to earn our fee from the theatre. After the funds are received by the
box office, it sends the tickets to the customer. Our fee is delivered to us by
the theatres after the date of the show's performance. Our fee is 9.45% of the
ticket price.
Box offices tend not to pay commission or give discounted ticket prices
for holiday and weekend performances. If customers wish to purchase tickets for
these periods, we may charge a commission that is, in that case, included in the
invoice amount. As such, in those instances, we receive our commission before
the date of the performance.
During the quarter ended June 30, 2001, we did not sustain any losses
due to cancellation of performances. The closing of any one show will not have a
material effect on our revenue stream, since each fee is based on a specific
date of performance. When productions close after a long theatre run, they tend
to announce the closing dates well in advance of the last performance.
We have been in operation since April 1988. Prior to 1989, Mrs. Maxwell
operated the same business as a sole proprietorship.
On February 2, 2001 we commenced an initial public offering which was
due to end on June 2, 2001. We planned to terminate the offering early on May
11, 2001. However, due to administrative matters related to the closing, the
offering was subsequently terminated on May 24, 2001. We offered and sold
1,000,000 shares of our common stock at a price of $0.05 per share for total
consideration of $50,000. Our proceeds from the sale of the shares were $50,000.
Such
10
proceeds will be utilized to substantially expand our website, implement new
marketing programs, and for the general expansion of our business through the
greater use of the internet as described below.
We plan to inaugurate an Internet based marketing program that will
enable American ticket buyers who plan to visit other English speaking countries
to buy their tickets before leaving the United States and make information on
these venues readily available. The plan would also enable global buyers of
individual tickets to purchase their tickets for Broadway and Off-Broadway by
the Internet before leaving for New York. All theatre information is currently
on our web sites for groups. The same information for present and future shows
would be necessary information for theatre goers to plan their visits to New
York.
We are also looking into the possibility of establishing an email
ticket distribution system to be organized between us, one of the ticket sellers
(eg. Ticketmaster or Telecharge) with the cooperation of specific producers of
shows to have discounts and seat availabilities. This plan is in the formative
state and development has not begun. At this point in time, we have not
initiated any discussions with ticket sellers or producers.
We are exploring the organization of a hit theatre ticket club for
individual tickets to be sold on a subscription basis that will allow ticket
buyers in the New York area to buy 2 or 4 tickets in advance of the theatre
season. This plan has been successful when sold by New York institutional
theatres, touring companies and specific markets other than New York. This plan
would enable buyers to select three or four shows from different producers
rather than one theatre or one subscription house.
We are currently on five web sites (two of our own and three others
where we are listed as a source for group Broadway ticket sales) and on
approximately 400 search engines in the category of Broadway shows/Theatre Group
Sales Agency Entertainment. It is our intention to continue to be listed on
every possible search engine.
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
RESULTS OF OPERATIONS
For the quarter ended June 30, 2001, we had a net loss of $7,580
compared to a net loss of $6,452 for the quarter ended June 30, 2000, an
increased loss of 17%. Although our general and administrative expenses
decreased by 5% from $55,850 for the quarter ended June 30, 2000 to $52,879 for
the quarter ended June 30, 2001, our commission revenues decreased by 8% from
$45,275 for the quarter ended June 30, 2000 to $41,548 for the quarter ended
June 30, 2001. A significant factor affecting our level of commission revenues
is the availability of tickets for the shows in high demand. Customer demand is
a factor beyond our control which varies from quarter to quarter. If our
customers are seeking to see shows for which there are few tickets available
(i.e. The Producers), we may have difficulty in obtaining such tickets which
would cause our commission revenues to decrease. In addition, the age of the
highly demanded shows also affects our ability to obtain tickets and, in turn,
our commission revenues. The longer a popular production has been running, the
less difficulty we face in obtaining and selling tickets.
For the six months ended June 30, 2001, we had a net income of $341 as
compared to a net income of $6,829 for the six months ended June 30, 2000, a
decrease of 95%. Although our commission revenues decreased by only 0.8% from
$108,395 for the six months ended June 30, 2000 to $107,512 for the six months
ended June 30, 2001, our general and administrative expenses increased by 8%
from $100,432 for the six months ended June 30, 2000 to $108,833 for the six
months ended June 30, 2001.
11
Our general and administrative expenses decreased by 5% for the quarter
ended June 30, 2001, as compared to the second quarter of 2000 but increased by
8% for the six months ended June 30, 2001 as compared to the six months ended
June 30, 2000. Our general and administrative expenses include, but are not
limited to, salaries and wages, employee benefit programs, consulting and
professional fees, travel and entertainment, insurance, telephone, office rent
and other office expenses. The $2,971 decrease in our general and administrative
expenses for the quarter ended June 20, 2001 as compared to the quarter ended
June 30, 2000 can be attributed in part to the $4,851, or 12%, decrease in our
salaries and wages and employee benefit programs expenses.
Although there were no significant changes in our salaries and wages
expenses for the six month periods ended June 30, 2001 and 2000, our employee
benefit programs expense decreased by $2,790, or 26%, from $10,798 for the six
months ended June 30, 2000 to $8,008 for the six months ended June 30, 2001.
This decrease is attributed to the fact that for the six months ended June 30,
2001, our employees experienced a decreased need for prescription drug benefits
which decreased our expenses.
In addition, our office rent expense increased by $343, or 8%, from
$4,212 for the quarter ended June 30, 2000 to $4,555 for the quarter ended June
30, 2001, and increased by 26% from $7,319 for the six months ended June 30,
2000 to $9,200 for the six months ended June 30, 2001. However, our equipment
rental expense decreased by $1,712, or 85%, from $2,014 for the quarter ended
June 30, 2000 to $302 for the quarter ended June 30, 2001, and by 48% from
$2,014 for the six month period ended June 30, 2001 to $1,056 for the six month
period ended June 30, 2000. During the six months ended June 30, 2001, the lease
for our office computer and printer matured. We subsequently purchased a new
computer and printer to replace the leased equipment. As such, our equipment
rental expenses for the quarter and six months ended June 30, 2001 decreased
significantly. The rental expenses increased for the quarter and six months
ended June 30, 2001 because we entered into a new rental agreement following the
first quarter of 2000 which increased our rental expenses for the remainder of
2000 and for the first six months of 2001.
Our travel and entertainment expenses for the quarter ended June 30,
2001 increased by $2,699, or 58%, from $4,651 in the quarter ended June 30, 2000
to $7,350 for the quarter ended June 30, 2001. For the six months ended June 30,
2001, the travel and entertainment expenses increased by $4,281 or 64%, from
$6,680 for the six months ended June 30, 2000 to $10,961 for the six months
ended June 30, 2001. The travel and entertainment expense is a discretionary
account and varies from period to period. In the six months ended June 30, 2001,
there was an increase in show openings, which we attend on a routine basis. In
addition, we conducted additional promotion including the entertainment of
several buyers who were engaged in long term planning. Moreover, in the quarter
ended June 30, 2001, we increased the number of employees who conduct
promotions. These factors contributed to the increase in our travel and
entertainment expense.
During the first six months of 2001, we incurred additional costs in
connection with the preparation and filing of an initial public offering
registration statement. Our professional fee expenses increased by $550, or
318%, from $173 for the quarter ended June 30, 2000 to $723 for the quarter
ended June 30, 2001. In the six months ended June 30, 2001, our professional and
consulting fee expenses increased by $3,170, from $173 for the six months ended
June 30, 2000 to $3,343 for the six months ended June 30, 2001. These
significant increases in our professional and consulting expenses are due
directly to the preparation and filing of our registration statement and our
Forms 10-KSB and 10-QSB.
Our income tax benefits for the quarter ended June 30, 2001 decreased
by $920 or 27% from $3,420 for the quarter ended June 30, 2000 to $2,500 for the
quarter ended June 30, 2001.
12
Our income taxes for the six months ended June 30, 2001 decreased by $2,172, or
75% from $2,900 for the six months ended June 30, 2000 to $728 for the six
months ended June 30, 2001. Our income taxes are calculated based on the
prescribed statutory rates based on our income before taxes for the specific
period.
LIQUIDITY AND CAPITAL RESOURCES
We ended the six months ended June 30, of 2001 with a cash position of
$80,143 as compared to a cash position of $2,620 for the six months ending June
30, 2000. $50,000 of the $77,523 increase in our cash position is attributable
to the proceeds from the issuance of shares in our initial public offering. We
feel that our present cash flow is sufficient to satisfy our current
requirements through the year ending December 31, 2001. We expect to use the
proceeds from our public offering to expand our operations and develop a web
site. We anticipate a capital requirement of approximately $35,000 for our web
site production and expansion consisting of approximately $20,000 for the
enhancement of our web site, $10,000 for part time employees and $5,000 for
additional equipment purchases. Our present marketing methods will continue.
However, we may require significant additional financial resources for
future expansion, especially if the expansion is effected through the
acquisition of related businesses. It is not possible to quantify what amount
may actually be required. If needed, we may seek to obtain the financing through
public or private equity offerings. If we are unable to generate the required
amount of additional capital, our ability to implement our expansion strategies
may be adversely affected. No specific plans exist for a financing at this time.
VARIABLES AND TRENDS
We have been conducting the same type of business activities for
approximately 12 years. Key variables in our industry are caused by the lack of
popularity or attraction of certain productions. However, the demand to see
Broadway and Off-Broadway productions is constant. Successful shows are enjoying
a longer run time (i.e. Cats ran for 18 years and Miss Saigon ran for 9 years as
of December 2000) and more people are going to see theatre.
In addition, there is a current trend of large, well financed companies
such as Disney, SFX, Fox Theatricals and Dadger Theatricals furnishing
productions backed by substantial promotion dollars. In fact, Disney is
currently presenting three productions on Broadway and SFX has produced two
productions with more scheduled in the coming season.
New theatres and the "rebirth" of the Time Square area of New York City
as well as the subsequent tourist increase promise more interest and business in
theatre. All of these influences, changes and product development taking place
including the changes in Times Square, the participation of the business giants
and the promotion of all of live entertainment and the new theatres and
restoration of several elegant historic showplaces can only affect us
positively. Lion King (Disney) has been playing to 101% (standing room) capacity
for 3 years as of November. Cats and Miss Saigon closed after 17 years and 10
years, respectively. The longevity of several of the other shows (i.e. Fosse,
Les Miserables, Phantom of the Opera and Chicago) makes for a solid future for
Broadway and Off-Broadway.
As at June 30, 2001, we had employed a total of four employees of which
two are full time, one is part time and one serves as consultant. We anticipate
hiring additional employees during the year ending December 31, 2001 as our
needs and resources permit.
13
C. Forward Looking Statements
This report includes "Forward-Looking Statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical fact and may be considered
"forward looking statements". These types of statements are included in the
section entitled "Management's Discussion and Analysis or Plan of Operation."
Forward-looking statements are based on expectations, estimates and projections
at the time the statements are made that involve a number of risks and
uncertainties which could cause actual results or events to differ materially
from those presently anticipated. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to have been correct.
14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any pending legal proceedings nor is any
of its property subject to pending legal proceedings.
Item 2. Changes in Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 5. Other Information.
On February 2, 2001 we commenced our initial public offering which was
due to end on June 2, 2001. We had planned to terminate the offering on the
earlier date of May 11, 2001, but the offering was subsequently terminated on
May 24, 2001. We offered and sold 1,000,000 shares of our common stock at a
price of $0.05 per share for total consideration of $50,000. Our proceeds from
the sale of the shares were $50,000. Such proceeds will be utilized to
substantially expand our website, implement new marketing programs and the
general expansion of our business through the greater use of the internet.
Item 6. Exhibits and Reports on Form 8-K.
Not Applicable.
15
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: August 20, 2001 PHYLLIS MAXWELL'S GROUPS, INC.
By: /s/ Phyllis Maxwell
---------------------
Phyllis Maxwell, President
By: /s/ Richard Kelly
---------------------
Richard Kelly, Vice President
(principal financial officer,
principal accounting officer)
16