UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the quarterly period ended January 31, 2003
Commission File Number
0-49884
RESIDENTIAL RESALES, INC
(Name of Small Business Issuer in its charter)
FLORIDA 75-3026967
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
270 NW 3rd Court 33432-3720
Boca Raton, Florida (Zip Code)
(Address of principal executive offices)
Issuers Telephone: (561) 368-1427
------------------------------------------
APPLICABLE ONLY TO CORPORATE ISSUERS
As of January 31, 2003, there are 3,000,000 shares
of common stock outstanding. The issuer has no
other classes of stock authorized.
Transitional Small Business Format: No
-----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited financial statements for Residential Resales, as of the fiscal
quarter ended January 31, 2003 are submitted in compliance with Item 310(b) of
Regulation S-B.
RESIDENTIAL RESALES, INC.
(F/K/A MEDIA ACQUISITIONS GROUP, INC.)
(A Development Stage Company)
BALANCE SHEET
JANUARY 31, 2003
(Unaudited)
ASSETS
------
CURRENT ASSETS
Cash $ 146
========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
--------
CURRENT LIABILITIES
Due to stockholder $ 3,611
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 3,000,000 shares
issued and outstanding 3,000
Additional paid-in capital 6,500
Deficit accumulated during the development
stage (12,965)
--------
Total Stockholders' Equity (Deficit) (3,465)
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 146
========
Read accompanying Notes to Financial Statements.
F-1
RESIDENTIAL RESALES, INC.
(F/K/A MEDIA ACQUISITIONS GROUP, INC.)
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Period From
June 29, 1998
Three Months Nine Months (Inception)
Ended January 31, Ended January 31, To January 31,
2003 2002 2003 2002 2003
---- ---- ---- ---- ----
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 1,507 - 6,763 - 12,965
----------- ---------- ----------- ----------- -----------
NET (LOSS) $ (1,507) $ - $ (6,763) $ - $ (12,965)
=========== ========== =========== =========== ===========
(LOSS) PER SHARE $ - $ - $ - $ -
=========== ========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,000,000 750,000 3,000,000 750,000
=========== ========== =========== ===========
Read accompanying Notes to Financial Statements.
F-2
RESIDENTIAL RESALES, INC.
(F/K/A MEDIA ACQUISITIONS GROUP, INC.)
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
Period From
Nine Nine June 29,1998
Months Ended Months Ended (Inception)
January 31, January 31, to January 31,
2003 2002 2003
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (6,763) $ - $(12,965)
Adjustments to reconcile net (loss) to
cash (used in) operating activities:
Common shares issued for services
rendered - - 5,000
Expiration of purchase option 500 - 500
Increase in accounts payable - - -
-------- -------- --------
NET CASH (USED IN) OPERATING ACTIVITIES (6,263) - (7,465)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of option - real estate (500) - (500)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 1,000
Increase in amount due to stockholder 2,500 - 3,611
Repayment of stock subscriptions receivable 3,500 - 3,500
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 6,000 - 8,111
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (763) - 146
CASH - BEGINNING 909 - -
-------- -------- --------
CASH - ENDING $ 146 $ - $ 146
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Common shares issued for services rendered $ - $ - $ 5,000
======== ======== ========
Read accompanying Notes to Financial Statements.
F-3
RESIDENTIAL RESALES, INC.
(F/K/A MEDIA ACQUISITIONS GROUP, INC.)
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2003
NOTE 1. ORGANIZATION
------------
Residential Resales, Inc. (formerly known as Media
Acquisitions Group, Inc.) was incorporated on June 29,
1998 under the laws of the State of Florida. The company
is engaged in the acquisition and renovation of
foreclosed or distressed residential homes for resale.
The company's headquarters is in Boca Raton, Florida.
The Company has no revenues to date. Since its inception, the
Company has been dependent upon the receipt of capital
investment or other financing to fund its continuing
activities. In addition to the normal risks associated with a
new business venture, there can be no assurance that the
Company's product development will be successfully completed
or that it will be a commercial success. Further, the Company
is dependent upon certain related parties to provide continued
funding and capital resources.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of Presentation
---------------------
The accompanying condensed financial statements are unaudited.
These statements have been prepared in accordance with the
rules and regulations of the Securities and Exchange
Commission (SEC). 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. In the opinion of management, all adjustments
(which include only normal recurring adjustments) considered
necessary for a fair presentation have been included. These
financial statements should be read in conjunction with the
Company's financial
F-4
RESIDENTIAL RESALES, INC.
(F/K/A MEDIA ACQUISITIONS GROUP, INC.)
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2003
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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Basis of Presentation (Continued)
---------------------------------
statements and notes thereto for the year ended April 30,
2002, included in the Company's Form 10-SB as filed with the
SEC.
(Loss) Per Share
----------------
(Loss) per share is computed by dividing net (loss) for the
year by the weighted average number of shares outstanding.
Use of Estimates
----------------
Management uses estimates and assumptions in preparing
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities, and the reported
revenues and expenses. Accordingly, actual results could vary
from the estimates that were assumed in preparing the
financial statements.
NOTE 3. PURCHASE OPTION - REAL ESTATE
-----------------------------
On September 19, 2002, the Company paid $500 for an ninety day
option to purchase a residential condominium in Boca Raton,
Florida. The purchase price of the property was $55,000. On
December 18, 2002, the option expired and was expensed.
NOTE 4. CAPITAL STOCK
-------------
The Company had originally 5,000 common shares authorized,
issued and outstanding with a par value of $1
F-5
RESIDENTIAL RESALES, INC.
(F/K/A MEDIA ACQUISITIONS GROUP, INC.)
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 2003
NOTE 4. CAPITAL STOCK (CONTINUED)
-------------------------
per share. On September 17, 2001, the Articles of
Incorporation were amended to increase the number of
authorized common shares to 50,000,000 and to decrease the par
value to $.001 per share. In addition, on March 1, 2002, the
Board of Directors approved a 150 to 1 stock split. As a
result of the stock split, the original 5,000 common shares
issued and outstanding with a par value of $1 per share as of
the date of inception have been retroactively adjusted to
750,000 common shares with a par value of $.001 per share.
As of January 31, 2003, 3,000,000 common shares were issued
and outstanding.
F-6
ITEM 2. PLAN OF OPERATION
At the present time the Company has no overhead costs. The officers of the
Company are not on any payroll and the offices of the Company and administrative
assistance are now being provided at no cost. This situation will remain
constant until such time as the Company has purchased and sold one or more
residences.
The plan of operation for the next twelve months is to purchase one or more
residential properties, make necessary repairs and/or renovations, and resell
those residences. The Company estimates that it will require $60,000 for the
purchase price of a given residence and that it will require $10,000 to cover
repairs and/or maintenance. However, it must be emphasized that these cash
requirements are estimates only. There is no way to specifically identify these
costs until an actual purchase occurs. Until that time, the Company will not
require additional cash to maintain itself in a current position.
To provide the anticipated cash that will be required, the Company intends
to obtain cash loans from certain of its present stockholders, several of whom
have expressed an intention to make loans to the Company for the purpose of
residence purchases and the repairs and/or renovations that may be required.
There is no way to state at this time the amount of loans that will be required.
However, in terms of structure, the Company plans to issue the loans as
unsecured promissory notes, payable on demand, with annual interest at five
percent (5%). All interest will accrue until the note is paid by the Company or
demand is made for payment. The Company will have the right of prepayment at
any time without penalty. The Company intends to pay off all loans used to
acquire and improve a given residence upon such time as a residence is sold.
The Company intends to finance all residence purchases with loans until such
time as accrued profits will permit a purchase(s) with Company funds. As of
the date of this filing, the Company has not obtained the anticipated cash
loans.
ITEM 3. CONTROLS AND PROCEDURES
Harry DiFrancesco is the President of the Company and is the sole director.
He is the only executive officer and all reports to be filed with the Securities
and Exchange Commission are signed by him alone. Consequently, it is the
conclusion of the sole executive officer that reports filed or submitted under
the Act ( as specified in Regulation Section 240.13a-14 (c) ) are his
responsibility alone and that no other disclosure controls and procedures are
applicable.
PART II - OTHER INFORMATION
ITEMS 1- 5 - NOT REQUIRED
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits 3(i) and (ii) are incorporated into this filing by
reference to Exhibits 2(i) and 2 (iii) as filed in Part III of Form 10SB as
filed with the Securities and Exchange Commission.
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: March 14, 2003 By: /s/ Harry Di Francesco
------------------------- ---------------------------
Harry Di Francesco
President
CERTIFICATION
-------------
I, HARRY DI FRANCESCO, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Residential
Resales, Inc.
2. Based on my knowledge, the 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.
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 condition, results of operations and cash flows of the
registrant 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 audit
committee of the 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: March 14, 2003
/s/ Harry Di Francesco
- -------------------------
Harry Di Francesco
President and Sole Certifying Officer