UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment 2
to
FORM 10-QSB/A
(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, 2002
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: 000-50013
Originally New York, Inc.
-----------------------------------
(Exact name of registrant as specified in its charter)
Nevada 91-2107890
--------------- -------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
500 N. Rainbow Blvd., Suite 300 89107
Las Vegas, NV ----------
- --------------------------------- (Zip Code)
(Address of principal executive
offices)
(702) 407-8222
----------------------
(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:
7,112,018
-1-
ORIGINALLY NEW YORK, INC.
(A Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheet 4
Statements of Operations 5
Statements of Cash Flows 6
Notes 7
Item 2. Management's Discussion and Plan of Operation 9
PART II - OTHER INFORMATION
Item 4. Controls and Procedures 11
Item 6. Exhibits 11
SIGNATURES 12
CERTIFICATION 12
-2-
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial reporting and pursuant to the
rules and regulations of the Securities and Exchange Commission
("Commission"). While these statements reflect all normal
recurring adjustments which are, in the opinion of management,
necessary for fair presentation of the results of the interim
period, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. For further information, refer to the
financial statements and footnotes thereto, which are included in
the Company's Registration Statement on Form 10-SB previously filed
with the Commission on September 26, 2002, and subsequent
amendments made thereto.
The accompanying notes are an integral part of these
consolidated financial statements.
-3-
Originally New York, Inc.
(a Development Stage Company)
Balance Sheet
(unaudited)
September 30,
2002
Assets ----------------
Current assets:
Cash $73,487
Inventory 1,023
----------------
Total current assets 74,510
----------------
Fixed assets, net 1,215
Website development, net 3,440
Intangible assets 650
----------------
$79,815
================
Liabilities and Stockholders' Equity
Current liabilities:
Due to shareholder $72
----------------
Total current liabilities 72
----------------
Stockholders' equity (deficit):
Preferred stock, $0.001 par value,
5,000,000 shares
authorized, no shares issued and -
outstanding
Common stock, $0.001 par value,
20,000,000 shares
authorized, 7,122,018 shares issued 7,122
and outstanding
Additional paid-in capital 145,729
(Deficit) accumulated during (73,098)
development stage ----------------
79,743
----------------
$79,815
================
The accompanying notes are an integral part of these financial
statements.
-4-
Originally New York, Inc.
(a Development Stage Company)
Statements of Operations
(unaudited)
Nine March March
Months 12, 2001 12, 2001
Three Months Ended (Inception) (Inception)
Ended to to
--------------
September 30, September September September
30, 30, 30,
2002 2001 2002 2001 2002
---------------------------------------------------
Revenues $- $- $81 $- $103
Cost of sales - - 18 - 23
---------------------------------------------------
Gross profit - - 63 - 80
---------------------------------------------------
Expenses:
General and 10,243 2,704 18,920 20,368 51,294
administrative expenses
Commission expense 1,566 - 9,294 - 9,294
Consulting expense - 6,000 - 11,250 - 11,250
related party
Depreciation & 300 85 899 142 1,340
amortization ---------------------------------------------------
Total expenses 18,109 2,789 40,363 20,510 73,178
---------------------------------------------------
Net (loss) $(18,109) $(2,789) $(40,300) $(20,510 ) $(73,098)
Weighted average number
of common shares
outstanding - basic and 7,112,018 5,714,286 6,196,637 5,671,213
fully diluted ============================================
Net (loss) per share - $(0.00) $(0.00 $(0.01) $(0.00)
basic and fully diluted ============================================
The accompanying notes are an integral part of these financial
statements.
-5-
Originally New York, Inc.
(a Development Stage Company)
Statements of Cash Flows
(unaudited)
Nine March 12, March 12,
Months 2001 2001
Ending (Inception) (Inception)
to to
September September September
30, 30, 30,
2002 2001 2002
---------------------------------------
Cash flows from operating
activities
Net (loss) $(40,300) $(20,510) $(73,098)
Shares issued for services 5,250 - 5,250
Depreciation & amortization 899 142 1,340
Adjustment to reconcile net (loss)
to
net cash (used) by operating
activities:
(Increase) in inventory (566) (923) (1,023)
Increase (decrease) in due to (1,261) 1,424 72
shareholder ---------------------------------------
Net cash (used) by operating (35,978) (19,867) (67,459)
activities ---------------------------------------
Cash flows from investing
activities
Purchase of fixed assets - (1,695) (1,695)
Website development - (5,425) (4,300)
Intangible assets - (650) (650)
---------------------------------------
Net cash (used) by investing - (7,770) (6,645)
activities ---------------------------------------
Cash flows from financing
activities
Issuances of common stock 92,591 55,000 147,591
---------------------------------------
Net cash provided by financing 92,591 55,000 147,591
activities ---------------------------------------
Net increase in cash 56,613 27,363 73,487
Cash - beginning 16,874 - -
---------------------------------------
Cash - ending $73,487 $27,363 $73,487
=======================================
Supplemental information:
Interest paid $ - $ -
=======================================
Income taxes paid $ - $ -
=======================================
Non-cash investing and financing
activities:
Shares issued for services $5,250 $- $5,250
provided
Number of shares issued for 75,000 - 75,000
services =======================================
The accompanying notes are an integral part of these financial
statements.
-6-
Originally New York, Inc.
(a Development Stage Company)
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, 2001 and notes thereto included in
the Company's Form 10-SB. 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
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 and it has
generated minimal revenues. In order to obtain the necessary
capital, the Company raised funds via a securities offering.
Management believes that it has raised enough cash to sustain
business for a period of twelve months. If the equity financing
did not raise sufficient capital, it would be unlikely for the
Company to continue as a going concern.
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.
Note 3 - Fixed assets
The Company did not purchase any additional fixed assets during the
nine months ended September 30, 2002. Depreciation expense was
recorded in the amount of $254 during the period ended September
30, 2002.
Note 4 - Web development costs
The Company did not incur any additional web development costs
during the nine months ended September 30, 2002. Amortization
expense was recorded in the amount of $645 during the period ended
September 30, 2002.
Note 5 - Intangible assets
The Company did not incurred any additional costs in trademark
application fees during the period ended September 30, 2002 and has
recorded no amortization for the period ended. The Company will
begin amortization upon completion of the process of applying for
multiple trademarks.
-7-
Originally New York, Inc.
(a Development Stage Company)
Notes
Note 6 - Stockholder's equity
The Company is authorized to issue 20,000,000 shares of its $0.001
par value common stock and 5,000,000 shares of its $0.001 par value
preferred stock.
On June 1, 2002, the Company issued 75,000 shares of its $0.001 par
value common stock for total services rendered of $5,250 to three
members of the board of directors. One member of the board of
directors is the brother of the president of the Company.
On June 30, 2002, the Company closed its offering pursuant to
Regulation D, Rule 504, of the Securities Act of 1933, as amended,
and issued a total of 1,322,732 shares its $0.001 par value common
stock for total cash of $92,591.
There have been no other issuances of common stock or preferred
stock.
Note 7 - Related party transactions
As of December 31, 2001, a shareholder, officer and director of the
Company paid for various expenses of the Company in the amount of
$1,333. During the nine months ended September 30, 2002, a
shareholder, officer and director of the Company paid for various
expenses of the Company in the amount of $72. The total amount due
to the shareholder is a loan that bears zero interest and is due on
demand.
During the nine month period ended September 30, 2002, the Company
paid the individual a total of $1,333 to pay off a portion of the
balance due. As of September 30, 2002, the balance owed is $72.
On June 1, 2002, the Company issued 75,000 shares of its $0.001 par
value common stock for total services rendered of $5,250 to three
members of the board of directors. One member of the board of
directors is the brother of the president of the Company.
On July 1, 2002, the Company hired a shareholder on a month-to-
month basis to perform various consulting services at a monthly
rate of $2,000. During the nine months ended September 30, 2002,
the Company paid this shareholder a total of $6,000.
Note 8 - Warrants and options
On June 30, 2002, the Company issued 132,273 warrants to purchase
the Company's $0.001 par value common stock on a one-for-one basis.
The warrant exercise price is $0.077 per share of common stock and
substantially all warrants will expire on or before June 30, 2005.
During the nine-month period ended September 30, 2002, no warrants
have been exercised.
-8-
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements
about Originally New York, Inc.'s business, financial condition and
prospects that reflect management's assumptions and beliefs based
on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will
be realized. If any of our management's assumptions should prove
incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, ONY's actual results may differ
materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may
have a direct bearing on operating results include, but are not
limited to, acceptance of our services, our ability to expand our
customer base, managements' ability to raise capital in the future,
the retention of key employees and changes in the regulation of our
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 forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.
General
We were incorporated in the State of Nevada on March 12, 2001,
under the name Originally New York, Inc. We market a proprietary
line of sports and athletic garments bearing our logo or a unique
City of New York Public School designation. For example, we sell
pre-shrunk cotton t-shirts with the "P.S 64, Bronx, N.Y."
embroidered logo, wrist watches with our company name on the
faceplate and hats with our abbreviated company name embroidered on
it. We currently have ten different items for sale on our web
site. Since our inception, we have generated $103 in revenue from
sales of our products.
We have also entered into an affiliate program whereby we placed
a hyper link to "Everything NYC" on our Internet site. Everything
NYC is a web site that sells products related to New York,
including such items as clothing, pictures and posters and other
various goods. Through this affiliate program, we earn between
five to ten percent of every sale derived from customers who link
to the Everything NYC web site from ours. We have not referred any
sales to Everything NYC, and thus have not generated any revenues
from this aspect of our business.
In addition to e-commerce opportunities, we provide
opportunities for visitors to leave comments on our message board.
Since September 2001, we have had 72 unique posts, with various
uncounted replies. Our management believes that the message board
will serve to foster and develop an on-line community of New
Yorkers who have since moved to other parts of the United States.
We believe that this community will generate word-of-mouth
advertising for our web site and our products, thereby generating
sales.
We target current and previous residents of New York City. Our
management believes that this segment of the U.S. population
consists of millions of people, who either grew up in NYC and
stayed there, or relocated to various regions throughout the
country. Over a quarter of a million of high school students
graduate from more than a thousand NYC public schools every year,
by our management's general estimates. Taking into account, at a
minimum, high school graduates over the past ten years, provides an
idea of the size and dynamics of our target market.
From our inception to September 30, 2002, we have devoted our
activities to the following:
1. Formation of the Company and obtaining start-up capital,
2. Developing our products and graphic designs,
3. Establishing our web site,
-9-
4. Seeking protection for our intellectual property and
5. Organizing our production and fulfillment capabilities.
Results of Operations
We have not generated revenues from sales during the three month
period from June 30, 2002 to September 20, 2002, and have incurred
expenses in the amount of $18,109 during such same period. Our
expenses during this period consisted significantly of general and
administrative expenses ($10,243) and consulting expenses paid to
related parties ($6,000). During the three month period ended
September 30, 2001, we generated no revenues and incurred expenses
in the amount of $2,789. Year to year, our general and
administrative expenses increased by $7,539 and consulting expenses
increased from zero as a result of increased attempts by our
management to develop the operational infrastructure required to
conduct our operations.
We have established our web site with e-commerce capabilities,
developed various designs and logos for use on our merchandise and
obtained working capital through sales of our equity securities.
Our website, www.originallyny.com, serves as the core of our
revenue generating operations. All of our revenues to date have
been generated from sales through this Internet site. We do not
believe that any further capital expenditures will be required. We
intend to focus our ongoing efforts on marketing and increasing
sales of our products.
As of September 30, 2002, we had $73,487 of cash on hand and
$1,023 in inventory. Our current assets are sufficient to meet our
current liabilities of $72. Our management believes that current
cash resources are sufficient to satisfy our cash requirements over
the next 12 months. We believe that our management has managed
and will continue to manage our cash resources parsimoniously.
However, our independent auditors have expressed substantial
doubt about our ability to continue as a going concern. If our
costs of operations increase unexpectedly, we may need to raise
additional capital by issuing equity or debt securities in exchange
for cash. Notwithstanding this, there can be no assurance that we
will be able to secure additional funds in the future to stay in business.
Plan of Operation
We currently offer for sale exclusively through our web site
ten different products. Sales growth in the next 12 months is
important to provide us with cash flow to meet our operating
expenses. However, we cannot guarantee that we will generate
sufficient sales to cover our financial obligations.
Our current revenues are significantly dependent upon sales of
our proprietary products. To alleviate our dependence upon sales
of our products, we have entered into an affiliate program, whereby
we earn a fee from sales derived from customers who link to the
affiliate's site. We have not experienced any revenues through
this affiliate program to date. This affiliate program does not
cost us anything to participate in.
To further diversify our revenue generating capacity, we
intend to contract independent sales representatives to sell our
merchandise directly to retail stores. These representatives will
be paid on a commission basis and will not be paid a salary, thus
our cash on hand will not be affected. However, we have not
engaged such individuals as of the date of this registration
statement.
There are no plans or intentions to acquire a significant
plant and/or any equipment to produce our own sports products.
-10-
PART II - OTHER INFORMATION
Item 4. Controls and Procedures
Within 90 days prior to the date of filing of this report, we
carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive
Officer and our Chief Financial Officer , of the design and
operation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and
procedures are effective for gathering, analyzing and disclosing
the information we are required to disclose in the reports we file
under the Securities Exchange Act of 1934, within the time periods
specified in the SEC's rules and forms. There have been no
significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of this evaluation.
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation (1)
(b) By-Laws (1)
99.1 Certification under Section 906 of the Sarbanes-Oxley Act
(18 U.S.C. Section 1350) - Leonard H. Luner
99.2 Certification under Section 906 of the Sarbanes-Oxley Act
(18 U.S.C. Section 1350) - Stuart S. Luner
(1) Incorporated by reference to the exhibits to the Company's
General Form for Registration of Securities of Small Business Issuers
on Form 10-SB , filed on September 26, 2002.
-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.
ORIGINALLY NEW YORK, INC.
(Registrant)
By: /s/ Leonard H. Luner
------------------------
Leonard H. Luner, President
CERTIFICATION
I, Leonard H. Luner, certify that:
1.I have reviewed this quarterly report on Form 10-QSB of
Originally New York, Inc.;
2.Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact, or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report; and
3.Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer
as of, and for, the periods presented in this quarterly
report.
4.The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5.The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6.The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: June 17, 2003
/s/ Leonard H. Luner
- ------------------------
President and CEO
-12-
CERTIFICATION
I, Stuart S. Luner, certify that:
1.I have reviewed this quarterly report on Form 10-QSB of
Originally New York, Inc.;
2.Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact, or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report; and
3.Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer
as of, and for, the periods presented in this quarterly
report.
4.The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5.The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6.The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: June 17, 2003
/s/ Stuart S. Luner
- ------------------------
Chief Financial Officer
-13-