-----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, U5HFBhiyvsP5VIQwp30qincKLNLCSMGRS0YC94Owy85bVB9FgKgmDD6uAAgfhWeY t3nqE5oeNA0rrmYYB0iegA== 0001096906-03-000629.txt : 20031119 0001096906-03-000629.hdr.sgml : 20031119 20031119172547 ACCESSION NUMBER: 0001096906-03-000629 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESERVENET INC CENTRAL INDEX KEY: 0001157688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 94338108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-49838 FILM NUMBER: 031013747 BUSINESS ADDRESS: STREET 1: 3701 SACRAMENTO STREET 2: SUITE 323 CITY: SAN FRANCISCO STATE: CA ZIP: 94118 BUSINESS PHONE: 4157522578 MAIL ADDRESS: STREET 1: 3701 SACRAMENTO ST #323 CITY: SAN FRANCISCO STATE: CA ZIP: 94118 10QSB 1 reservenet10qsbsept03.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (X) Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2003. Commission File No: 333-68312 RESERVENET, INC. (Name of small business in its charter) DELAWARE 94-3381088 (State or other jurisdiction of Incorporation) (IRS Employer Id. No.) 3701 Sacramento St. #323 San Francisco, CA 94118 (Address of Principal Office) Zip Code Issuer's telephone number: (415) 752-2578 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 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 X No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. At September 30, 2003, the following shares of common were outstanding: Common Stock, par value of $0.0001, 1,900,000 shares. Transitional Small Business Disclosure Format (Check one): Yes X No PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS The unaudited financial statements of registrant for the period ended September 30, 2003 follow. The financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the periods presented. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Plan of Operation ReserveNet is a development stage company, whose business plan is to provide consumer reservation services to the restaurant industry. ReserveNet plans to develop a web-based reservation system that allows consumers to place reservations directly with restaurants through the www.ReserveNet.ws website. The company anticipates revenue will be generated through restaurant subscriptions and advertising through its website. Consumers will have the ability to search an interactive database of available restaurant reservations that may be refined to a particular geographic location convenient to the consumer. The search may also be further refined by type of cuisine, average price, and/or favorable restaurant reviews. ReserveNet currently relies solely upon its Founder to fund on-going operations and support product development. The company has not received any additional financing commitments. There can be no assurance that the founder will continue to provide the company with financial support. Should the founder cease to provide financial support and ReserveNet fails to secure other financing, the company may become dormant or face a significant probability of failure. Even if the ReserveNet were to successfully secure developmental and working capital, the Company faces substantial risks and uncertainties in developing its product, business and establishing itself as a going concern Results of Operations The company has not begun its planned operations. Expenditures since inception and for the requisite reporting periods have been General and Administrative in nature. These represent the costs associated with professional fees, phone expenses, small equipment, and expenses related to investor, engineering and strategic partnership meetings, amongst other categories. For the nine months ended September 30, 2003 operating expenses were $ compared to $ for the comparable period in 2002. These amounts represent Net Losses for the company that will provide tax credits to offset Net Income in future periods. As a result of the lack of operating capital, efforts were made to decrease spending in all categories including travel, postage, communications, and other general and administrative expenses. The company had relied upon its founder to provide capital to fund its limited operations for at least the last nine months. Liquidity ReserveNet's founder has provided financing for the short-term operating needs of the Company. The ability of the company to secure additional financing, however, will affect its status as a going concern. There can be no guarantee or assurance that the Company would be successful in securing development and working capital to fund the development of its products and operations. If additional financing cannot be secured, ReserveNet, Inc. would be unlikely to progress its business plan. The Company has and continues to rely on its founder to finance its limited operations. He has not provided any guarantees or assurances that he would continue to provide ReserveNet with additional financing. In the event that management anticipates a deficiency in working capital, the officers may elect to suspend its business until sufficient financing is secured, market its intellectual property, or cease operations entirely. STATEMENT REGARDING FORWARD-LOOKING INFORMATION This report contains various forward-looking statements that are based on the Company's beliefs as well as assumptions made by and information currently available to the Company. When used in this report, the words "believe," "expect," "anticipate," "estimate" and similar expressions are intended to identify forward-looking statements. Such statements may include statements regarding seeking business opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates contained herein. Factors which could cause actual results to differ materially include, among others, unanticipated, or unexpected costs and expenses, competition and changes in market conditions, lack of adequate management personnel and the like. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company cautions against placing undue reliance on forward-looking statements. PART II ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibit 99.1 - Certification of Chief Executive Officer. (b) Exhibit 99.2 - Certification of Chief Financial Officer. 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. RESERVENET, INC. (Registrant) Date: November 19, 2003 By: /s/ Daniel Regidor ---------------- Daniel Regidor President, CEO, Director RESERVENET, INC. CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302 In connection with the Quarterly Report of ReserveNet, Incorporated (the "Company") on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Daniel Regidor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.302, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that to my knowledge:: 1. I have reviewed this quarterly report on Form 10-QSB of ReserveNet, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer including its consolidated subsidiaries, is made known to us by others within these entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); (a) All significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial data information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. Date: November 19, 2003 --------------- /s/ Daniel Regidor - -------------------------------------- Daniel Regidor President, Chief Executive Officer, Chief Financial Officer, and Secretary EX-99 3 rese10qsbsept03ex99-1.txt RESERVENET, INC. CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 1350, In connection with the Quarterly Report of ReserveNet, Incorporated (the "Company") on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Daniel Regidor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 19, 2003 --------------- /s/ Daniel Regidor - ------------------------------------------ Daniel Regidor President, Chief Executive Officer, Chief Financial Officer, and Secretary -----END PRIVACY-ENHANCED MESSAGE-----