10QSB 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10 QSB (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001 ( ) Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period ____ to______ COMMISSION FILE NUMBER 000-1109664 ----------- e-Synergies, inc. ----------------------------------------- (Exact name of registrant as specified in its charter) California 91-2021595 (State or other jurisdiction of (IRS Employer ID No.) incorporation or organization) 827 State Street, Suite 26, Santa Barbara, CA 93101 Telephone: 949-219-0169 ----------------------------------------------------------------- (Address of Principal Executive Offices including Registrant's zip code and telephone number) NONE -------------------------------------------------------------- Former name, former address and former fiscal year, if changed. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 --- --- The number of shares of the registrant's common stock as of March 31, 2001:............................... 3,600,000 shares. 1 Transitional Small Business Disclosure Format (check one): Yes No X --- ---
e-Synergies, inc. (A Development Stage Company) Balance Sheet ASSETS March 31, 2000 December 31, 2000 Current Asset: -------------- -------- Cash $ 90 $ 90 ------- --------- Total Current Asset 90 90 ------- --------- TOTAL ASSETS $ 90 90 ======= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Income tax payable $ 800 $ 800 ------- -------- Total Current Liabilities 800 800 ------- -------- Stockholders' Equity Common stock, par value of $.00001 Authorized 1 billion shares; Issued and outstanding 3,600,000 shares 36 36 Paid in capital 25,915 25,915 Deficit accmulated during the development stage (26,661) (26,661) ------- -------- Total Stockholders' Deficit ( 710) ( 710) ------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 90 90 ======= ======== The accompanying notes are an integral part of these financial statements.
2 [CAPTION] e-Synergies, inc. (A Development Stage Company) Statement of Operations Period February 29, Ended 2000, (inception March through March 31, 2000 31, 2001 ---------- ----------- INCOME $ -0- -0- EXPENSES: General & administrative expenses -0- 25,861 --------- --------- NET LOSS BEFORE INCOME TAX -0- (25,861) Provision for income tax -0- 800 --------- --------- NET LOSS $ -0- $ (25,861) ========= ========= Loss per common share $ -0- $ (.01) ========= ========= Weighted average number of shares outstanding 2,043,690 2,043,690 ========= ========= The accompanying notes are an integral part of these financial statements. 3 [CAPTION] e-Synergies, inc. (A Development Stage Company) Statement of Cash flows Period February 29, Ended 2000, (inception March through March 31, 2001 31, 2001 ---------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ -0- $ (26,661) Adjustment to reconcile net loss to net cash provided by operating activities: Stocks issued for services -0- 2,950 Accrued expenses -0- 800 --------- --------- NET CASH USED BY OPERATING ACTIVITIES (-0-) (22,911) CASH FLOWS FROM FINANCING ACTIVITIES Stocks issued for cash -0- 23,001 --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES -0- 23,001 --------- --------- INCREASE IN CASH -0- 90 BEGINNING CASH 90 -0- --------- --------- ENDING CASH $ 90 $ 90 ========= ========= NON CASH DISCLOSURE Stocks issued for services $ $ 2,950 The accompanying notes are an integral part of these financial statements. 4
e-Synergies, inc. (A Development Stage Company) Statement of Stockholders' Equity Number Common Paid Accumulated of Stock in Retained Shares at Par Capital Deficit --------- ------- ------- ----------- Balance - February 29, 2000 -0- $ -0- $ -0- -0- Stocks issued for services 1,951,000 20 2,930 Stocks issued for cash 1,649,000 16 22,985 Net loss for current year (26,661) --------- -------- -------- --------- Balance - March 31, 2001 3,600,000 $ 36 $ 25,915 $(26,661) ========= ======== ======== ========= The accompanying notes are an integral part of these financial statements.
[CAPTION] e-Synergies, inc. (A Development Stage Company) Notes To Financial Statements March 31, 2001 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - NATURE OF OPERATIONS e-Synergies, inc. (formerly Russian-Caviar.Com) was incorporated under the laws of the state of California on February 1, 2000. The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California including, without limitation, to provide sales of caviar on the Internet. 5 BASIS OF PRESENTATION The Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception. Planned principal operations have not yet commenced since inception. BASIS OF ACCOUNTING The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The Company's fiscal year end is December 31. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considered all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents. LOSS PER SHARE Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 "Earnings Per Share". Basic loss per share reflects the amount of losses for the period available to each share of common stock outstanding during the reporting period, while giving effect to all dilutive potential common shares that were outstanding during the period, such as stock options and convertible securities. As of March 31, 2001, the Company had no issuable shares qualified as dilutive to be included in the earnings per share calculations. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NON CASH TRANSACTIONS The Company's accounting policy for shares issued in a non-cash transactions is to issue the equivalent amount of stock equal to the fair market value of the assets or services received. 6 NOTE 2 - RELATED PARTY TRANSACTIONS The Company issued unregistered common stock to its President, in exchange for services as President, Secretary and treasurer, and to non management consultants and employees in exchange for their services. The issuance of shares were recorded at fair value of the services received. This is deemed appropriate, rather than recording the issuance of shares at the offering price, since the Company's shares have no current market value at the time services were rendered. NOTE 3 - INCOME TAXES: The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for Income Taxes", which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The Company has deferred income tax assets that have been fully reserved as follows: Deferred tax assets Net operating loss carry forwards $ (26,661) Valuation allowance for deferred tax assets (26,661) -------- Net Deferred Tax Assets $ -0- ======== PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS WHICH ARE BASED ON CURRENT INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY. The Company is engaged in the business of providing sales of caviar on the Internet via its e commerce web site and providing e-commerce solutions. The Company has just recently commenced operations, but has generated no revenue to date. Its only income has been from sales of company stock. The company has sold shares pursuant to a registration statement on Form SB-2 to raise capital to pay its expenses. The Company recently obtained a quote of its securities on the NASD Bulletin Board under the trading symbol "RCVR", and now trades under the trading symbol "ESYG". 7 Results of operations Three months ended March 31, 2001 compared to three months ended March 31, 2000 A comparison of these periods is not relevant, as the company was formed on February 2, 2000, and earned no revenue since its inception. Liquidity and capital resources At March 31, 2001 and December 31, 2000, the company had a working capital deficit of $710, due to income tax payable. Net cash used in operating activities was $0 for the three months ended March 31, 2001. No comparative information was available from the same period last year. The company does not anticipate that it will have any problems in meeting its obligations for continuing fixed expenses, materials, procurement or operating labor. PART II. OTHER INFORMATION Item 1. Legal proceedings NONE Item 2. Changes in securities and use of proceeds NONE Item 3. Defaults on senior securities NONE Item 4. Submission of items to a vote NONE Item 5. Other information Subsequent events: On April 11, 2001, the company closed its acquisition of all of the issued and outstanding stock of Salesmation, Inc., which became a wholly owned subsidiary of the company. As a result of the transaction, Salesmation's 51% owned subsidiary, CommerceSwitch, became an indirectly controlled subsidiary of the company. The company will file a current report of Form 8-K reporting these subsequent events within the next ten days, and pro forma financial statements within 60 days. Item 6. a) Exhibits NONE b) Reports on 8K December 20, 2000 January 4, 2001 SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 8 RUSSIAN-CAVIAR.COM Dated: April 12, 2001 By: /s/ Tom Ronk --------------------------------- Tom Ronk, Chief Executive Officer Dated: April 12, 2001 By: /s/ Esta Viviers --------------------------- Esta Viviers Chief Financial Officer [CAPTION] [TYPE]EX-27 2 [DESCRIPTION]FINANCIAL DATA SCHEDULE [ARTICLE] 5 [MULTIPLIER] 1 [PERIOD-TYPE] 3-MOS [FISCAL-YEAR-END] DEC-31-2000 [PERIOD-START] DEC-31-2000 [PERIOD-END] MAR 31-2001 [CASH] 90 [SECURITIES] 0 [RECEIVABLES] 0 [ALLOWANCES] 0 [INVENTORY] 0 [CURRENT-ASSETS] 90 [PP&E] 0 [DEPRECIATION] 0 [TOTAL-ASSETS] 90 [CURRENT-LIABILITIES] 0 [BONDS] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [COMMON] 36 [OTHER-SE] 25,915 [TOTAL-LIABILITY-AND-EQUITY] 90 [SALES] 0 [TOTAL-REVENUES] 0 [CGS] 0 [TOTAL-COSTS] 0 [OTHER-EXPENSES] 0 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] 0 [INCOME-PRETAX] 0 [INCOME-TAX] 0 [INCOME-CONTINUING] 0 [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] 0 [EPS-BASIC] (.00) [EPS-DILUTED] (.00)