-----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, RN+du+ZJYLQQzBuBRk90r9kPH+/cyZx0bk52Ovjl9dbjWVk0ggXNkrNkfbEAMVNl PFcdDwC34TzIB/lq+gMiMQ== /in/edgar/work/20000628/0001013993-00-000072/0001013993-00-000072.txt : 20000920 0001013993-00-000072.hdr.sgml : 20000920 ACCESSION NUMBER: 0001013993-00-000072 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000531 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNBURST ACQUISITIONS III INC CENTRAL INDEX KEY: 0001046120 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 841432001 STATE OF INCORPORATION: CO FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23559 FILM NUMBER: 662572 BUSINESS ADDRESS: STREET 1: 4807 S ZANG WAY CITY: MORRISON STATE: CO ZIP: 80465 BUSINESS PHONE: 3039792404 10QSB 1 0001.txt 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 May 31, 2000. ....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 _____ At 5/31/00 the following shares of common were outstanding: Common Stock, no par value, 33,303,840 shares. Transitional Small Business Disclosure Format (Check one): Yes _____ No __X__ PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS (a) The financial statements of registrant for the three months ended May 31, 2000, 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 May 31, 2000 CONTENTS Balance Sheet 1 Statements of Operations 2 Statements of Cash Flows 3 Notes to Financial Statements 4 Sunburst Acquisitions III, Inc. (A Development Stage Company) BALANCE SHEET May 31, 2000 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 338 Notes Receivable 2,000,000 ---------- Total current assets 2,000,338 TOTAL ASSETS $ 2,000,338 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 15,906 ---------- Total current liabilities 15,906 STOCKHOLDERS' EQUITY Preferred stock, no par value 20,000,000 shares authorized; 80,000 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 3,094 Deficit accumulated during the development stage (39,097) --------- Total stockholders' equity 1,984,432 --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,000,338 =========
The accompanying notes are an integral part of the financial statements. 1 Sunburst Acquisitions III, Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS For the period from inception (August 27, For the three For the nine 1997) to months ended months ended May 31, May 31, May 31, 2000 2000 1999 2000 1999 ----------- --------- --------- --------- -------- REVENUES $ - $ - $ - $ - $ - ----------- --------- --------- --------- --------- EXPENSES Amortization 300 - 15 - 45 Consulting fees 4,935 - - - - General office 967 - - 163 20 Legal fees 14,927 6,881 343 7,442 3,201 Professional fees 11,681 2,712 380 7,267 1,910 Rent 1,650 150 150 450 450 Taxes and licenses 107 - - - - Transfer agent 4,530 250 583 2,504 1,151 ----------- --------- --------- --------- --------- Total expense 39,097 9,993 1,471 17,826 6,777 ----------- --------- --------- --------- --------- NET LOSS (39,097) (9,993) (1,471) (17,826) (6,777) Accumulated deficit Balance, Beginning of period - (29,104) (17,546) (21,271) (12,240) ----------- --------- --------- --------- --------- Balance, End of period $ (39,097) $ (39,097) $ (19,017) (39,097) (19,017) =========== ========= ========= ========= ========= NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) $ (NIL) $ (NIL) =========== ========= ========= ========= ========= WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING 35,394,563 33,303,840 2,495,000 33,355,047 2,329,066 =========== ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements. 2 Sunburst Acquisitions III, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the period from inception (August 27, For the nine For the nine 1997) to months ended months ended May 31, May 31, May 31, 2000 2000 1999 --------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (39,097) $ (17,826) $ (6,777) Adjustments to reconcile net loss to net cash used by operating activities: Amortization expense 300 - 45 Rent expense 1,650 450 450 Stock issued for consulting fees 4,935 - - Decrease in prepaid expenses - - 474 Increase in accounts receivable - - 103 Increase (decrease) in accounts payable 15,906 14,758 (195) Increase in accounts payable - related party - - 342 -------------- ------------- ----------- Net cash used by operating activities (16,306) (2,618) (5,558) CASH FLOWS FROM INVESTING ACTIVITIES Increase in organization costs (300) - - -------------- ------------- ----------- Net cash used by investing activities (300) - - CASH FLOWS FROM FINANCING ACTIVITIES Cash contributed by stockholder 1,444 1,444 - Issuance of common stock 7,500 - 7,500 Issuance of preferred stock 8,000 - - ----------- ------------- ----------- Net cash provided financing activities 16,944 1,444 7,500 ----------- ------------- ------------- Net increase (decrease) in cash and cash equivalents 338 (1,174) 1,942 CASH AND CASH EQUIVALENTS, Beginning of Period - 1,512 973 ----------- ------------- ----------- CASH AND CASH EQUIVALENTS, End of Period $ 338 $ 338 $ 2,915 =========== ============= ===========
The accompanying notes are an integral part of the financial statements. 3 Sunburst Acquisitions III, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS May 31, 2000 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. Filing - ------ On April 6, 2000 the Company filed form 15-12G with the Securities and Exchange Commission for certification of termination of registration. Effectively, form 15-12G would end periodic filing by the Company. The filing was revoked, however, and periodic filing will continue. 4 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. Liquidity and Capital Resources As of the quarter ended November 30, 1999, the Company had decided to end the Agreement and Plan of Reorganization with Workseek.com and American Recruitment. However, the Company has decided not to dissolve. Sufficient capital and liquidity have been maintained to continue operations, partly due to payments made by a stockholder to cover business expenses. The Company plans now to salvage a business agreement with American Recruitment. The Company's balance sheet for the period ending May 31, 2000, reflects a current asset value of $2,000,338 and a total asset value of $2,000,338, primarily in the form of notes receivable from Workseek.com and American Recruitment. Although these notes are currently in default by their terms, management believes there will be opportunity by the Company to realize its investment through negotiation with financing sources for Workseek. The Company's business plan is to foster a relationship with American Recruitment. If American Recruitment cannot provide sufficient funding for the eventual merger, it is unlikely that the Company will be able to continue operations. In addition, the Company cannot predict whether capital resources and liquidity will continue to be sufficient following the merger if the resulting entity suffers an operating loss. Results of Operations During the period from August 27, 1997 (inception) through May 31, 2000, the Company has engaged in no significant operations other than organizational activities, acquisition of capital, preparation for registration of its securities under the Securities Exchange Act of 1934, as amended and negotiation of the acquisition of Workseek. No revenues were received by the Company during this period. For the quarter and nine months ended May 31, 2000, the Company incurred losses of $(9,993) and $(17,826), respectively, as compared to losses of $(1,471) and $(6,777) for the quarter and nine months ended May 31, 1999. The differences in losses for the quarters and nine months ended May 31, 2000 and 1999 are primarily attributable to timing differences of expenses incurred in the compliance with reporting requirements, and general and administrative expenses related to Workseek. For the current fiscal year, the Company anticipates incurring additional losses as a result of organizational expenses, expenses associated with registration under the Securities Exchange Act of 1934, and expenses associated with solidifying the business arrangement with American Recruitment. The Company anticipates that until a business combination is completed, it will not generate revenues. Need for Additional Financing The Company believes that its existing capital will temporarily be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, for as long as current liquidity and stockholder contributions can sustain operations. Accordingly, in the event the Company is able to attempt a business combination during this period, there is no assurance that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. 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 May 31, 2000. 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: June 21, 2000 /s/ Michael R. Quinn, Secretary/Treasurer EX-27 2 0002.txt
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 MAY 31, 2000. 3-MOS Aug-31-2000 May-31-2000 338 0 2000000 0 0 2000338 0 0 2000338 15906 0 0 0 2020435 (36003) 2000338 0 0 0 9993 0 0 0 (9993) 0 0 0 0 0 (9993) (.000) (.000)
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