-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwqmsHo5WWljw89sgnDOywouCRpCQgNcqoez505he3/vKKnWs5/5k6+6roBwetcZ 2BehUgvJapGzMIyXfHCCQw== 0001013993-00-000022.txt : 20000331 0001013993-00-000022.hdr.sgml : 20000331 ACCESSION NUMBER: 0001013993-00-000022 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991130 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNBURST ACQUISITIONS III INC CENTRAL INDEX KEY: 0001046120 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841432001 STATE OF INCORPORATION: CO FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23559 FILM NUMBER: 589149 BUSINESS ADDRESS: STREET 1: 4807 S ZANG WAY CITY: MORRISON STATE: CO ZIP: 80465 BUSINESS PHONE: 3039792404 10QSB 1 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 November 30, 1999. ....Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from _________ to _________. Commission File No: __000-23559__ SUNBURST ACQUISITIONS III, INC. --------------------------------------- (Name of small business in its charter) Colorado 84-14320001 - ---------------------- ----------------------- (State or other (IRS Employer Id. No.) jurisdiction of Incorporation) 4807 South Zang Way Morrison, Colorado 80465 - ------------------------------------------------------------------- (Address of Principal Office) Zip Code Issuer's telephone number: (303) 979-2404 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 past five years Check whether the issuer has 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. At 11/30/99 the following shares of common were outstanding: Preferred Stock, no par value, 0 shares; Common Stock, no par value, 33,303,540 shares. Transitional Small Business Disclosure Format (Check one): Yes _____ No __X__ PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS (a) The unaudited financial statements of registrant for the three months ended November 30, 1999, 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. SUNBURST ACQUISITIONS III, INC. (A Development Stage Company) FINANCIAL STATEMENTS Quarter Ended November 30, 1999 (Unaudited) CONTENTS Accountants' report 1 Balance Sheet 2 Statements of Loss and Accumulated Deficit 3 Statements of Cash Flows 4 Notes to Financial Statements 5-6 The Board of Directors and Stockholder of Sunburst Acquisitions III, Inc. The accompanying balance sheet of the Sunburst Acquisitions III, Inc. (a development stage company) as of November 30, 1999, and the related statements of loss and accumulated deficit and cash flows for the period then ended were not audited by us and according we do not express an opinion on them. Denver, Colorado March 22, 2000 COMISKEY & COMPANY PROFESSIONAL CORPORATION 1 Sunburst Acquisitions III, Inc. (A Development Stage Company) BALANCE SHEET November 30, 1999 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,283 Notes receivable 2,000,000 --------- Total current assets 2,001,283 TOTAL ASSETS $ 2,001,283 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,862 --------- Total current liabilities 2,862 STOCKHOLDERS' EQUITY Preferred stock, no par value 20,000,000 shares authorized; no shares issued and outstanding - Common stock, no par value; 100,000,000 shares authorized; 33,303,840 shares issued and outstanding 2,020,435 Additional paid-in capital 1,350 Deficit accumulated during the development stage (23,364) --------- 1,998,421 --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,001,283 =========
The accompanying notes are an integral part of the financial statements. 2 Sunburst Acquisitions III, Inc. (A Development Stage Company) STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (Unaudited) For the period from inception For the three For the three (August 27, months ended months ended 1997)to November November November 30, 1999 30, 1999 30, 1998 --------------- ------------- ------------ REVENUES $ - $ - $ - --------------- ------------- ------------ EXPENSES Amortization 300 - 15 Consulting fees 4,935 - - General office 930 126 - Legal fees 7,488 3 1,905 Professional fees 4,414 - - Rent 1,350 150 150 Taxes and licenses 107 - - Transfer Agent 3,840 1,814 168 -------------- ------------- ------------ Total expense 23,364 2,093 2,238 -------------- ------------- ------------ NET LOSS (23,364) (2,093) (2,238) Accumulated deficit Balance, Beginning of period - (21,271) (12,240) -------------- ------------- ------------ Balance, End of period $ (23,364) $ (23,364) $ (14,478) ============== ============= ============ NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) ============== ============= ============ WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING 35,858,291 33,457,730 35,471,200 ============== ============= ============
The accompanying notes are an integral part of the financial statements. 3 Sunburst Acquisitions III, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the period from inception (August 27, For the three For the three 1997) to months ended months ended November 30, November 30, November 30, 1999 1999 1998 --------------- ------------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (23,364) $ (2,093) $ (2,238) Adjustments to reconcile net loss to net cash used by operating activities: Amortization expense 300 - 15 Rent expense 1,350 150 150 Stock issued for consulting fees 4,935 - - Decrease in prepaid expenses - - 474 Increase (decrease) in accounts payable 2,862 1,714 (385) Increase in accounts payable - related party - - 1,430 -------------- ------------- ----------- Net cash used by operating activities (13,917) (229) (554) CASH FLOWS FROM INVESTING ACTIVITIES Increase in organization costs (300) - - -------------- ------------- ----------- Net cash used by investing activities (300) - - CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 7,500 - - Issuance of preferred stock 8,000 - - -------------- ------------- ----------- Net cash provided financing activities 15,500 - - -------------- ------------- ----------- Net increase (decrease) in cash and cash equivalents 1,283 (554) (554) CASH AND CASH EQUIVALENTS, Beginning of Period - 1,512 973 -------------- ------------- ------------- CASH AND CASH EQUIVALENTS, End of Period $ 1,283 $ 1,283 $ 419 ============== ============= ===========
The accompanying notes are an integral part of the financial statements. 4 Sunburst Acquisitions III, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS November 30, 1999 (Unaudited) 1. Management's Representation of Interim Financial Information ------------------------------------------------------------ The accompanying financial statements have been prepared by Sunburst Acquisitions III, Inc. 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 as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments which, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at August 31, 1999. 2. Agreement and Plan of Reorganization - ------------------------------------ On August 30, 1999, the Company entered into an Agreement and Plan of Reorganization by and among the Company, Sunburst Subsidiary, Inc., a California corporation ("Subsidiary"), Workseek.com, a California corporation ("WorkSeek") and American Recruitment Conferences, Inc., a California corporation ("American"). The Agreement contemplated the merger of American and WorkSeek ("the Affiliated Companies") into Subsidiary subject to the satisfaction of certain prescribed conditions, including additional Sunburst funding through private placements of its securities. In connection with the Agreement, the Company underwent a 16.16 for 1 forward stock split of its then outstanding common shares. In addition, and in anticipation of the merger mentioned above, the Company sold in a private placement, a total of 1,000,000 post-split common shares at $2.00 per share. Proceeds were received in the form of $1,400,000 cash and $600,000 in assigned conversion agreements, under which creditors of American had agreed to convert prior loans to American into common shares at the rate of $2.00 per share. The private placement was completed in September 1999. The cash proceeds from the private placement were advanced to American pursuant to a promissory note and security agreement in the amount of $1,400,000. The loan, which is secured by all of American's right title and interest in accounts, equipment, general intangibles, inventory, negotiable collateral, and proceeds from the disposition of such collateral, was due and payable with interest at 10% per year on January 23, 2000. The Company also agreed to voluntarily cancel approximately 25,822,240 (post-split) common shares as part of the agreement, such that the total number of shares outstanding after the private placement would be 7,481,600. 5 On January 13, 2000, the Affiliated Companies entered a demand for arbitration with the American Arbitration Association seeking a declaration that the Agreement and Plan of Reorganization was terminated effective January 6, 2000 due to the failure of Sunburst to satisfy certain prescribed conditions including the raising of additional capital. Sunburst and the Affiliated Companies are currently negotiating a Reorganization Agreement ("the Agreement") which will result in the termination of the Agreement and Plan of Reorganization and the demand for arbitration. This Agreement is expected to ultimately result in the shareholders of Sunburst receiving approximately 7,481,600 shares of American in consideration of Sunburst's agreement to cancel all outstanding indebtedness of American and the related security agreements. These shares are expected to have certain registration rights. American is also expected to provide to Sunburst $10,000 in cash for the settlement of obligations related to the termination of the Agreement and Plan of Reorganization. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. Liquidity and Capital Resources The Company has experienced no significant change in liquidity as a result of the above mentioned agreement, although the $10,000 expected from American will offset expenses incurred by the Company for the attempted merger. Shareholders of the Company will ultimately be compensated with shares of American stock. The Company's balance sheet for the period ending November 30, 1999 reflects a current and total asset value of $2,001,283, primarily in the form of notes receivable. However, the notes receivable will not be received due to agreements subsequent to the period ended November 30, 1999 in which the Company forgave the debt in return for compensation described above. The Company's business plan is to oversee the compliance of the Agreement with American to be compensated for the relief of American's debt to the Company. When the terms of the final Agreement have been met, the Company plans to dissolve. Results of Operations During the period from August 27, 1997 (inception) through July 1999, the Company engaged in no significant operations other than organizational activities, acquisition of capital and preparation for registration of its securities under the Securities Exchange Act of 1934, as amended. No revenues were received by the Company during this period. Beginning in August 1999, the Company issued additional shares and raised additional funds in the attempt to merge with American and WorkSeek. The failure of the merger has left the Company with insufficient cash flow and capital resources to continue operations. For the current fiscal year, the Company expects to dissolve following compliance with the terms of the final Agreement with the Affiliated Companies. For the quarters ended November 30, 1999 and 1998, the Company showed net losses of $2,093 and $2,238, respectively. The decrease in loss is due primarily to the timing differences related to expenses incurred in relation to reporting requirements, and general and administrative expenses. Need for Additional Financing The Company believes that its existing capital will not be sufficient to continue operations, and the Company has no plans to seek additional financing. PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE There have been no reports on Form 8-K for the quarter ending November 30, 1999. Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUNBURST ACQUISITIONS III, INC. (Registrant) Date: March 22, 2000 /s/ Michael R. Quinn, Secretary/Treasurer EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER ENDED November 30, 1999. 3-MOS Aug-31-2000 Nov-30-1999 1283 0 2000000 0 0 2001283 0 0 2001283 2862 0 0 0 2020435 (22014) 2001283 0 0 0 2093 0 0 0 (2093) 0 0 0 0 0 (2093) (.000) (.000)
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