UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2001
Or
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-31997
Emporia Systems
(Exact name of registrant as specified in its charter)
Nevada 88-0423785
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
38820 N. 25th Avenue, Phoenix, 85086
AZ (Zip Code)
(Address of principal executive
offices)
(480) 329-1336
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for 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 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
13,000,000
PAGE-1-
EMPORIA SYSTEMS
(A Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountant's Review Report 4
Balance Sheet 5
Statement of Operations 6
Statement of Cash Flows 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Plan of Operation 9
PART II - OTHER INFORMATION
Item 6. Exhibits 11
SIGNATURES 12
PAGE-2-
Emporia Systems
(A Development Stage Company)
Balance Sheets
as of
September 30, 2001
and December 31, 2000
and
Statements of Operations
for the Three Months and Nine Months Ending
September 30, 2001 and 2000,
and For the Period
March 2, 1999 (Inception) to September 30, 2001
and
Cash Flows
for the Nine Months Ending
September 30, 2001 and 2000,
and For the Period
March 2, 1999 (Inception) to September 30, 2001
PAGE-3-
TABLE OF CONTENTS
Page
Independent Accountant's Review Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flows 4
Footnotes 5
PAGE-4-
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
Emporia Systems
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheet of Emporia Systems
(a Nevada corporation) (a development stage company) as of
September 30, 2001 and the related statements of operations for the
three and nine months ended September 30, 2001 and 2000 and for the
period March 2, 1999 (Inception) to September 30, 2001, and
statements of cash flows for the nine month period ending September
30, 2001 and 2000 and for the period March 2, 1999 (Inception) to
September 30, 2001. 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
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.
I have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Emporia Systems (a
development stage company) as of December 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
March 20, 2001, I expressed an unqualified opinion on those
financial statements.
/s/ G. Brad Beckstead, CPA
- ----------------------------
October 25, 2001
PAGE-5-
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Emporia Systems
(a Development Stage Company)
Balance Sheet
(unaudited)
September December
30, 31,
2001 2000
Assets ------------------------
Current assets:
Cash and equivalents $ $
12,573 22,791
Total current assets 12,573 22,791
Fixed assets, net 5,332 6,422
$ $
17,905 29,213
------------------------
Liabilities and Stockholders' Equity
Current liabilities
Accrued interest payable $ $
3,334 2,917
Total current liabilities 3,334 2,917
Convertible debentures - 50,000
------------------------
3,334 52,917
------------------------
Stockholders' equity:
Common stock, $0.001 par value, 13,000 9,000
25,000,000
shares authorized, 13,000,000
and 9,000,000 shares
issued and outstanding as of
9/30/01 & 12/31/00, respectively
Additional paid-in capital 114,000 18,000
(Deficit) accumulated during (112,430) (50,704)
development stage
14,571 (23,704)
-------------------------
$ $
17,905 29,213
=========================
The accompanying Notes are an integral part of these financial
statements.
PAGE-6-
Emporia Systems
(a Development Stage Company)
Statement of Operations
(unaudited)
For the Three Months and Nine Months Ending September 30, 2001 and
2000
and For the Period March 2, 1999 (Inception) to September 30, 2001
March
2,1999
(inception)
to
June
30,
2001
Three Months Nine Months
Ending Ending
September 30, September 30,
----------------------------------
2001 2000 2001 2000
----------------------------------------------
Revenue $ $ $ $ $
- - - - -
Expenses:
General and 23,494 25,489 60,217 25,489 107,156
administrative expenses
Depreciation and 364 121 1,091 242 1,940
amortization
Total 23,858 25,610 61,307 25,731 109,096
expenses
Other income/expense:
Interest expense - 1,806 417 1,806 3,334
- 1,806 417 1,806 3,334
Net (loss) $ $ $ $ $
(23,858) (27,416) (61,724) (27,537) (112,430)
==============================================
Weighted average number
of
common shares 13,000, 9,000, 13,000, 9,000, 10,160,
outstanding 000 000 000 000 468
=============================================
Net (loss) per share $ $ $ $ $
(0.00) (0.00) (0.00) (0.00) (0.01)
=============================================
The accompanying Notes are an integral part of these financial
statements.
PAGE-7-
Emporia Systems
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
For the Nine Months Ending September 30, 2001 and 2000
and For the Period March 2, 1999 (Inception) to September 30, 2001
Nine Months Ending March 2,
September 30, 1999
------------------- (Inception)
to
September
30,
2001
2001 2000
Cash flows from operating ----------------------------------
activities
Net (loss) $ $ $
(61,724) (27,416) (112,430)
Adjustments to reconcile net (loss)
to net cash provided
(used) by operating
activities:
Depreciation and 1,091 121 1,939
amortization
Increase in officer - 250 -
advances
Increase in other 416 1,806 3,334
current liabilities
Net cash (used) by operating (60,218) (25,239) (107,157)
activities ----------------------------------
Cash flows from investing
activities
Purchases of fixed - - (7,270)
assets
Convertible debentures (50,000) 50,000 50,000
Net cash provided (used) by (50,000) 50,000 42,730
investing activities ----------------------------------
Cash flows from financing
activities
Issuance of common stock 100,000 - 77,000
Net cash provided by 100,000 103,805 77,000
financing activities ----------------------------------
Net increase in cash (10,218) 24,761 12,573
Cash - beginning 22,791 30 -
Cash - ending ----------------------------------
$ $ $
12,573 24,791 12,573
==================================
Supplemental disclosures:
Interest paid $ $ $
- - -
Income taxes paid ==================================
$ $ $
- - -
==================================
The accompanying Notes are an integral part of these financial
statements.
PAGE-8-
Emporia Systems
Notes
Note 1 - Basis of presentation
The 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 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.
Note 2 - Going concern
These 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 $112,430 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 for
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.
PAGE-9-
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements
about the Company's business, financial condition and prospects
that reflect management's assumptions and beliefs based on
information currently available. The Company can give no assurance
that the expectations indicated by such forward-looking statements
will be realized. If any of management's assumptions should prove
incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, Emporia Systems' actual results
may differ materially from those indicated by the forward-looking
statements.
The key factors that are not within the Company's control and
that may have a direct bearing on operating results include, but
are not limited to, acceptance of the Company's services, its
ability to expand its customer base, managements' ability to raise
capital in the future, the retention of key employees and changes
in the regulation of the Company's industry.
There may be other risks and circumstances that management may
be unable to predict. When used in this Quarterly Report, words
such as, "believes," "expects," "intends," "plans,"
"anticipates," "estimates" and similar expressions are intended to
identify and qualify forward-looking statements, although there may
be certain forward-looking statements not accompanied by such
expressions. However, the forward-looking statements contained
herein are not covered by the safe harbors created by Section 21E
of the Securities Exchange Act of 1934.
General
Emporia Systems, Inc. is a developmental stage Company,
organized on March 2, 1999, in the State of Nevada, with a
principal business objective to become a web hosting and E-Commerce
solutions company offering a wide range of services such as web
site and web store hosting, web server co-location and domain name
registration. The Company also intends to support these services
through it's web site, www.emporiasystems.com. The Company's web
site is currently under development and the Company hopes to have
it established in the near future.
Results of Operations
Revenues
The Company has not fully executed its business plan, and as a
result has not begun generating revenues. Management of the
Company does not expect to generate revenues by the end of fiscal
year 2001, into at least the next two quarters. There can be no
assurances that the Company will be able to implement its plan of
operation, or that it will generate revenues despite doing so.
Net Loss
The Company incurred a net loss for the three months ending
September 30, 2001 of $23,858, compared with $27,416 in the same
period last year. During the nine-months ended September 30, 2001,
the Company incurred a net loss of $61,724, compared with $27,537
for the nine-months ended September 30, 2000. Since March 2, 1999,
the date of the Company's formation, the Company recorded an
accumulated deficit of $112,430.
The net losses were primarily attributable to costs incurred
for general and administrative expenses, interest expense and the
depreciation of fixed assets. The Company does not have any
material commitments for capital expenditures.
Liquidity and Capital Resources
Management anticipates that the Company will continue to have
negative cash flows for at least the next two to three quarters.
The Company is using net proceeds from its offerings of equity and
debt securities for working capital needs, including development of
its infrastructure and the realization of its business plan. The
Company does not anticipate paying any cash dividends on its common
stock to stockholders in the foreseeable future.
The Company believes its current financial resources will be
sufficient to sustain its business for the period through December
31, 2001. This is due primarily to the efforts of management to
conduct operations on a limited budget. In the event the Company
is unable to execute its business plan and establish a base with
which to generate sufficient sustainable revenues to meet its
financial obligations, the Company will have to seek additional
either debt or equity financing. Although there are no formal or
informal agreements to do so, the Company is considering raising
additional capital, if necessary, through a private placement
offering of equity securities.
PAGE-10-
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed
March 2, 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.
(b) By-Laws of the Company adopted March 5, 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.
23 Consent of Experts and Counsel
Consents of independent public accountants
PAGE-11-
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Emporia Systems, Inc.
- -------------------------------------------------------------------
-------------------------
(Registrant)
Date: November 12, 2001
By: /s/ Georgios Polyhronopoulos
-----------------------------------
Georgios Polyhronopoulos, President
PAGE-12-