-----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, UQ1OQxkRF97wnJV1BB7TnWfp2+xfr5k/x7xfvI5RjMDNghvwSu0V2pRDHZvgO+S9 faHnu3JMP7o8AFviHtQdjA== 0001096350-01-500013.txt : 20010615 0001096350-01-500013.hdr.sgml : 20010615 ACCESSION NUMBER: 0001096350-01-500013 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS E SOLUTIONS INC CENTRAL INDEX KEY: 0001094767 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 760616474 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-32229 FILM NUMBER: 1660300 BUSINESS ADDRESS: STREET 1: 7720 74TH DR N E CITY: MARYSVILLE STATE: WA ZIP: 98270 MAIL ADDRESS: STREET 1: 7720 74TH DR N E CITY: MARYSVILLE STATE: WA ZIP: 98270 10QSB 1 j10q.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 quarter ended March 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to _______________________ Commission File No. 000-32229 TEXAS E-SOLUTIONS INC. (Name of Small Business Issuer in its Charter) Nevada 76-0616474 (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No) 7720-74th Drive, NE Marysville, WA USA 98270 (Address of Principal Executive Offices) (360) 658-5566 Issuer's Telephone Number N/A (Former Name or Former Address, if changed since last Report) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not applicable (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: May 10, 2001 Common - 4,500,000 shares DOCUMENTS INCORPORATED BY REFERENCE A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report. Transitional Small Business Yes X No Issuer Format PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Company. TEXAS E-SOLUTIONS INC. (A Development Stage Company) INTERIM FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) Texas E-Solutions Inc. (A Development Stage Company) Balance Sheets (expressed in U.S. dollars) March June 31, 30, 2001 2000 $ $ (unaudi (audi ted) ted) ASSET License (Note 3) - - LIABILITIES AND STOCKHOLDERS' EQUITY Current Liability Accounts payable 1,200 1,200 Due to related party 2,000 2,000 3,200 3,200 Contingent Liability (Note 1) Stockholders' Equity Common Stock, 25,000,000 shares authorized 4,500 4,500 with a par value of $0.001; 4,500,000 shares issued and outstanding Additional Paid-in Capital 75 75 4,575 4,575 Deficit Accumulated During the Development (7,775) (5,775) Stage (3,200) (1,200) - - Texas E-Solutions Inc. (A Development Stage Company) Statements of Operations (expressed in U.S. dollars) Accumulated From August 19, Nine August 19, 1999 months 1999 (Date of Three months ended (Date of Inception) ended Inception) to March March 31 March 31 to March 31 31, 2001 2001 2000 2001 2000 $ $ $ $ $ (unaudited) (unau (unau (unaud (unaudited) dited) dited) ited) Revenue - - - - - Expenses Amortization of 500 - - - 500 license Audit and 2,000 2,000 - 2,000 - accounting License written- 1,500 - - - 1,500 off Organizational 2,575 - - - 2,575 expenses Transfer agent 1,200 - - - 1,200 7,775 2,000 2,000 5,775 Net loss for the (7,775) (2,000) - (2,000) (5,775) period Texas E-Solutions Inc. (A Development Stage Company) Statements of Cash Flows (expressed in U.S. dollars) From August Nine Months 19, 1999 Ended (Date of March 31, Inception) 2001 to March 31, $ 2000 (unaudited) $ (unaudited) Cash Flows to Operating Activities Net loss (2,000) (5,775) Non-cash Items Expenses not paid with cash - 2,575 Due to a related party 2,000 - Accounts payable - 1,200 Amortization of license - 500 License written-off - 1,500 Net Cash Used by Operating - - Activities Cash Flows from Financing - - Activities Net Cash Provided by Financing - - Activities Cash Flows from Investing - - Activities Net Cash Provided by Investing - - Activities Change In Cash - - Cash - Beginning of Period - - Cash - End of Period - - Non-Cash Financing Activities A total of 2,500,000 shares were - 2,500 issued at a fair market value of $0.001 per share for organizational expenses A total of 2,000,000 shares were - 2,000 issued at a fair market value of $0.001 per share for the acquisition of a License (Note 3) Organization costs paid for by a 75 director for no consideration treated as additional paid in capital - 4,575 Supplemental Disclosures Interest paid - - Income tax paid - - Texas E-Solutions Inc. (A Development Stage Company) Notes to the Financial Statements (expressed in U.S. dollars) 1.Development Stage Company Texas E-Solutions Inc. herein (the "Company") was incorporated in the State of Nevada, U.S.A. on August 19, 1999. The Company acquired a license to market and distribute a product in the States of New Hampshire and Vermont. As discussed in Note 3, this license is in jeopardy and the Company has retained the right to sue the vendor. As a replacement for this license, the Company was granted additional rights to market and distribute vitamins, minerals, nutritional supplements, and other health and fitness products for North Texas. The grantor of the license offers these products for sale from various suppliers on their Web Site. See Note 4 regarding related party transactions. In a development stage company, management devotes most of its activities in investigating business opportunities. Planned principal activities have not yet begun. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and find an appropriate merger candidate. There is no guarantee that the Company will be able to raise any equity financing or find an appropriate merger candidate. There is substantial doubt regarding the Company's ability to continue as a going concern. A 10SB Registration Statement was filed on January 17, 2001 which automatically went effective on March 18, 2001. 2.Summary of Significant Accounting Policies (a) Year end The Company's fiscal year end is June 30. (b) Licenses Costs to acquire licenses are capitalized as incurred. The carrying value of the License is evaluated in each reporting period to determine if there were events or circumstances which would indicate a possible inability to recover the carrying amount. Such evaluation is based on various analyses including assessing the Company's ability to bring the commercial applications to market, related profitability projections and undiscounted cash flows relating to each application which necessarily involves significant management judgment. (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. (d) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. (e) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. 3. Licenses (a) On August 20, 1999 the Company acquired a license for a product. The Company has the exclusive right to distribute and market the product under a private label in the States of New Hampshire and Vermont for a period of three years expiring August 20, 2002. The Company issued 2,000,000 shares at a fair market value of $.001 or $2,000. The shares were issued to the licensor who are members of a partnership and whose general partner is also a spouse of a director and officer of the Company. The license was to be amortized to operations over one year starting September 1, 1999. The Company's right to use this license was in jeopardy due to a lawsuit between the vendor of the license and the original owner. As a result, the unamortized balance of $1,500 has been written-off to operations. The Company and its shareholder have the right to sue for breach of contract. (b) As a replacement for the above license, at no additional cost, the Company was granted additional rights to market vitamins, minerals, nutritional supplements and other health and fitness products through the Grantor's Web Site. The Company desires to market these products to medical practitioners, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness practitioners, school and other fund raising programs and other similar types of customers for North Texas. The license was acquired on February 14, 2000 for a term of three years. The Company must pay an annual fee of $500 for maintenance of the Grantor's Web Site commencing on the anniversary date. The Grantor of the license retains 50% of the profits. 4.Related Party Transactions The Licenses referred to in Note 3 were sold to the Company by a partnership whose general manager is the spouse of the Secretary/Treasurer of the Company and a director for consideration of 2,000,000 shares having a total fair market value of $2,000, being the transferor's cost of such license. These shares were paid evenly to the ten partners. The replacement license was also owned by the same partnership. A director paid $2,000 in audit and accounting fees on behalf of the Company. This amount is unsecured, non-interest bearing and due on demand. Item 2. Management's Discussion and Analysis or Plan of Operation. The following discussion and analysis of Texas E-Solutions, Inc.'s financial condition and results of operations should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this Form 10-QSB. This Form 10-QSB contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Texas E-Solutions, Inc.'s actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this Form 10-QSB. Results of Operations During the period from August 19, 1999 (date of inception) through March 31, 2001, Texas E-Solutions, Inc. has engaged in no significant operations other than filing required documents to be a reporting issuer under the Securities Act and, acquisition of the rights to market Vitamineralherb products. No revenues were received by Texas E-Solutions, Inc. during this period. For the current fiscal year, Texas E-Solutions, Inc. anticipates incurring a loss as a result of expenses associated with registration under the Securities Act of 1934, and expenses associated with setting up a company structure to begin implementing its business plan. Texas E-Solutions, Inc.'s business plan is to determine the feasibility of marketing the Vitamineralherb products in various markets, and, if the products prove to be in demand, begin marketing and selling Vitamineralherb products. Liquidity Texas E-Solutions, Inc. remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or shareholders' equity. Consequently, Texas E-Solutions, Inc.'s balance sheet as of March 31, 2001, reflects total assets of $0.00. Texas E-Solutions, Inc. expects to carry out its plan of business as discussed above. Texas E-Solutions, Inc. has no immediate expenses, other than costs associated with filing required documents to be a reporting issuer under the Securities Act and the $3,775 of organizational and transfer agent expenses incurred and paid by the initial shareholders on behalf of the Company. Mr. Stephen Holmes will serve in his capacity as an officer and director of Texas E-Solutions, Inc. without compensation until a market is developed for the Vitamineralherb products. Texas E-Solutions, Inc.'s business plan is to determine the feasibility of selling Vitamineralherb.com products to targeted markets. Should Texas E-Solutions, Inc. determine that its business plan is feasible, it intends to employ sales people to call on medical professionals, alternative health professionals, martial arts studios and instructors, sports and fitness trainers, other health and fitness professionals, school and other fund raising programs and other similar types of customers to interest these professionals in selling to their clients high- quality, low-cost vitamins, minerals, nutritional supplements, and other health and fitness products. These professionals would sell the products to their clients via the Internet. In order to determine the feasibility of its business plan, Texas E-Solutions, Inc. plans, during the next six to twelve months, to conduct research into these various potential target markets. Should Texas E-Solutions, Inc. determine that the exploitation of the license is feasible, it will engage salespeople to market the products. Based primarily on discussions with the licensor, Texas E-Solutions, Inc. believes that during its first operational quarter, it will need a capital infusion of approximately $90,000 to achieve a sustainable sales level where ongoing operations can be funded out of revenues. This capital infusion is intended to cover costs of advertising, hiring and paying two salespeople, and administrative expenses. In addition, Texas E- Solutions, Inc. will need approximately $260,000 in the event it determines that its market will not pay in advance and it will have to extend credit. In addition, Texas E-Solutions, Inc. may engage in a combination with another business. Texas E-Solutions, Inc. cannot predict the extent to which its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity with which Texas E- Solutions, Inc. may eventually combine. Texas E-Solutions, Inc. has engaged in no discussions concerning potential business combinations, and has not entered into any agreement for such a combination. Texas E-Solutions, Inc. will need additional capital to carry out its business plan. No commitments to provide additional funds have been made by management or other shareholders. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to Texas E-Solutions, Inc. or at all. Texas E-Solutions, Inc. has no commitments for capital expenditures. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None; not applicable. Item 2. Changes in Securities. None; not applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. None; not applicable. Item 5. Other Information. None; not applicable. Item 6. Exhibits and Reports on Form 8-K. None. DOCUMENTS INCORPORATED BY REFERENCE None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Texas E-Solutions Inc. Date: May 10, 2001 By /s/ Stephen D.Holmes Stephen D.Holmes, President -----END PRIVACY-ENHANCED MESSAGE-----