-----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, CCqE3gXbIJvAHnlLhdIiWGXhylEj9LOCjaoXXIyo/S/ZQGC7DCuvEdLClEIFfN69 YdMihMDCDLLefizTUOavug== 0001013993-01-000033.txt : 20010417 0001013993-01-000033.hdr.sgml : 20010417 ACCESSION NUMBER: 0001013993-01-000033 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010228 FILED AS OF DATE: 20010416 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: 1602536 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 February 28, 2001. ....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 2/28/01 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 February 28, 2001, 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 February 28, 2001 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 February 28, 2001 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 338 ---------- Total current assets 338 TOTAL ASSETS $ 338 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 4,305 ---------- Total current liabilities 4,305 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 24,388 Deficit accumulated during the development stage (2,048,790) --------- Total stockholders' equity (3,967) --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 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 six 1997) to months ended months ended February 28, February 28/29, February 28/29, 2001 2001 2000 2001 2000 ----------- --------- --------- --------- -------- REVENUES $ - $ - $ - $ - $ - ----------- --------- --------- --------- --------- EXPENSES Amortization 300 - - - - Consulting fees 4,935 - - - - General office 966 - 36 - 162 Legal fees 17,873 - 557 195 560 Professional fees 17,537 3,487 4,556 3,831 4,556 Rent 2,100 150 150 300 300 Taxes and licenses 107 - - - - Transfer agent 4,972 - 440 276 2,254 Valuation allowance 2,000,000 - - - - ----------- --------- --------- --------- --------- Total expense 2,048,790 3,637 5,739 4,602 7,832 ----------- --------- --------- --------- --------- NET LOSS (2,048,790) (3,637) (5,739) (4,602) (7,832) Accumulated deficit Balance, Beginning of period - (2,045,153) (23,364)(2,044,188) (21,271) ----------- --------- --------- --------- --------- Balance, End of period $(2,048,790)(2,048,790) $ (29,103)(2,048,790) (29,103) =========== ========= ========= ========= ========= NET LOSS PER SHARE $ (0.06) $ (NIL) $ (NIL) $ (NIL) $ (NIL) =========== ========= ========= ========= ========= WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING 34,948,999 33,303,840 33,303,840 33,303,840 33,380,932 =========== ========= ========= ========= =========
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 six For the six 1997) to months ended months ended February 28, February 28, February 29, 2001 2001 2000 --------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (2,048,790) $ (4,602) $ (7,832) Adjustments to reconcile net loss to net cash used by operating activities: Amortization expense 300 - 30 Rent expense 2,100 300 300 Stock issued for consulting fees 4,935 - - Decrease in prepaid expenses - - 474 Increase (decrease) in accounts payable 4,305 (16,542) 7,158 -------------- ------------- ----------- Net cash flows from operating activities (2,037,150) (20,844) (374) CASH FLOWS FROM INVESTING ACTIVITIES Increase in organization costs (300) - - -------------- ------------- ----------- Net cash flows from investing activities (300) - - CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 2,007,500 - - Issuance of preferred stock 8,000 - - Additional paid-in capital 22,288 20,844 - ----------- ------------- ----------- Net cash flows from financing activities 2,037,788 20,844 - ----------- ------------- ----------- Net increase (decrease) in cash and cash equivalents 338 - (374) CASH AND CASH EQUIVALENTS Beginning of Period - 338 1,512 ----------- ------------- ----------- CASH AND CASH EQUIVALENTS, End of Period $ 338 $ 338 $ 1,138 =========== ============= ===========
The accompanying notes are an integral part of the financial statements. 3 Sunburst Acquisitions III, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS February 28, 2001 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, 2000. 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, 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. No payment has been made as to the note receivable and assigned conversion agreements, and collection is doubtful. These amounts have been offset by a full allowance for realization in the August 31, 2000 fiscal year. 4 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. Liquidity and Capital Resources The Company remains in the development stage. Until it conducted the private placement in contemplation of the ARC/Workseek acquisition, it had experienced no significant change in liquidity or capital resources or stockholders' equity other than the amount of $20,844 from its inside capitalization funds, and the expenditure of such funds in futherance of the Company's business plan, including primarily expenditure of funds to pay legal and accounting expenses. Consequently, the company's balance sheet for the quater ended February 28, 2001, reflects a current asset value of $338. Results of operations During the period from August 27, 1997 (inception) through February 28,2001, the Company engaged in no significant operations other than organizational activities, acquisition of capital, preparation and filing of the registration of its securities under the Securities Exchandge Act of 1934, as amended, compliance with its periodic reporting requirements, efforts to locate a suitable merger or acquisition candidate, and the advance of funds to Workseek as discussed above. No revenues were received by the Company during this period and the Company incurred a net loss of $2,048,790. For the quarter ended February 28, 2001, the Company incurred a net loss of $3,637 as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisiton candidates. The company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenue. It may also continue to operate at a net loss after completing a business combination, depending upon the performance of the acquired business, Need for Additional Financing The Company will require additional capital in order to meet its cash needs for the next year, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. No specific commitments to provide additional funds have been made by management or other stockholders, and the company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be availabe to the Company to allow it to cover its expenses. Notwithstanding the foregoing, to the extent that additional funds are required, the Company anticipates receiving such funds in the form of advancements from current shareholders without issuance of additional shares or other securities, or throught the private placement of restricted securities rather than through a public offering. The Company does not currently contemplate making a Regulation S offering. 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 February 28, 2001. 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 30, 2001 /s/ Michael R. Quinn, Secretary/Treasurer -----END PRIVACY-ENHANCED MESSAGE-----