-----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, G70+b8jzG9sBfou/ZpmTN7aTg9DsXerauR5jpMfPM0MGsZHWO9C+YwQ/WVkM64oy Y1unKdc+iq/WMVV3uPucFA== 0001213900-04-000056.txt : 20040312 0001213900-04-000056.hdr.sgml : 20040312 20040312161558 ACCESSION NUMBER: 0001213900-04-000056 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040131 FILED AS OF DATE: 20040312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CI SELL CARS INC CENTRAL INDEX KEY: 0001249869 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 161644353 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-106637 FILM NUMBER: 04666327 BUSINESS ADDRESS: STREET 1: 15318 CLIMBING BRANCH CITY: HOUSTON STATE: TX ZIP: 77068 BUSINESS PHONE: 2812556256 10QSB 1 f10qsb0104_cisellcars.txt QUARTERLY REPORT FOR JANUARY 31, 2004 U.S. 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 January 31, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-106636 CI SELL CARS INC. (Exact name of small business issuer as specified in its charter) Texas 16-1644353 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 309A EAST MAIN TOMBALL, TEXAS 77375 (Address of Principal Executive Offices) (281)255-6256 (Issuer's telephone number) (Former name, address and fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to 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 March 12, 2004: 26,932,000 shares of common stock. CI SELL CARS INC. FINANCIAL STATEMENTS INDEX Part I-- FINANCIAL INFORMATION Item 1. Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition Item 3. Control and Procedures Part II-- OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signature Item 1. Financial Information - ----------------------------- BASIS OF PRESENTATION The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended January 31, 2004 are not necessarily indicative of results that may be expected for the year ending April 30, 2004. The financial statements are presented on the accrual basis. CI SELL CARS, INC. BALANCE SHEET January 31, 2004
ASSETS Cash $ 18,336 Inventory 7,725 Deposit 1,000 -------- TOTAL ASSETS $ 27,061 ======== Notes payable $ 325 -------- STOCKHOLDERS' EQUITY Preferred stock, $.001 par, 10,000,000 shares authorized, none outstanding Common stock, $.001 par, 100,000,000 shares authorized, 26,932,000 shares issued and outstanding 26,932 Additional paid in capital 91,268 Accumulated deficit (91,464) -------- TOTAL STOCKHOLDERS' EQUITY 26,736 -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 27,061 ========
CI SELL CARS, INC. STATEMENTS OF OPERATIONS Three and Nine Months Ended January 31, 2004, the Three Months Ended January 31, 2003 and the Period from September 6, 2002 (Inception) Through January 31, 2003
Nine Months Inception Three Months Ended Through Ended January 31, January 31, January 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Sales $ 7,350 $ 3,300 $ 24,900 $ 3,300 Cost of sales 14,983 2,393 26,664 3,414 ------------ ------------ ------------ ------------ Gross Profit (Loss) (7,633) 907 (1,764) (114) Administrative costs -paid in cash 11,428 1,607 21,906 4,541 -paid in stock 10,000 ------------ ------------ ------------ ------------ Net loss $ (19,061) $ (700) $ (22,860) $ (14,655) ============ ============ ============ ============ Basic and diluted net loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00) Weighted average common shares outstanding 26,932,000 11,616,667 26,874,111 11,090,000
CI SELL CARS, INC. STATEMENTS OF CASH FLOWS Nine Months Ended January 31, 2004 and the Period From September 6, 2002 (Inception) Through January 31, 2003
Nine Months Inception Ended Through January 31, January 31, 2004 2003 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (22,860) $(14,655) Adjustments to reconcile net loss to cash used in operating activities: Stock issued for services 10,000 Changes in: Inventory 2,090 (4,750) Prepaid rent 333 -------- -------- NET CASH USED IN OPERATING ACTIVITIES (20,437) (9,405) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Sale of stock 18,150 10,000 Notes Payable 325 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 18,475 10,000 -------- -------- NET CHANGE IN CASH (1,962) 595 Cash balance, beginning 20,298 0 -------- -------- Cash balance, ending $ 18,336 $ 595 ======== ========
CI SELL CARS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of CI Sell Cars, Inc. ("CI") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in CI's Annual Report filed with the SEC on Form SB-2. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2003 as reported in the Form SB-2 have been omitted. Through October 31, 2003, CI was presented as a development stage enterprise. In the quarter ended January 31, 2004, CI is no longer considered development stage and the additional disclosures have been removed. Item 2. Management's Discussion and Analysis or Plan of Operation - ----------------------------------------------------------------- The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with our financial statements and notes thereto appearing in this prospectus. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. Overview Since our inception, our operations have been devoted to car sales and to a lesser degree the other two areas of our operations. We are focusing on selling cars through a used car lot, establishing a web site to sell used cars and finally to establish another website that assists prospective car dealers in obtaining and maintaining a Texas auto dealers license. These three areas will be tracked and CI Sell Cars will increasingly invest time and funds into the strongest business. We have started the advertising web site, but need an estimated $25,000 and twelve months to fully develop the site. We have not started the development of the dealer training web site; however, we estimate the development will be $50,000 and will require twelve months once we are funded. We also need an advertising budget to promote the web sites and our ability to fully promote the web sites will be limited by our ability to raise capital. In order to raise the capital to develop the two planned web sites we will need to either receive a substantial increase from our revenue stream, receive loans from our management or third parties and/or sell additional shares of our common stock which may cause significant dilution to existing shareholders. Plan of Operation The business was started in 2002 and since then we have received an auto dealers license in the State of Texas, established a small used car lot, successfully sold a number of cars and started the development of an advertising website for the local Houston market. During the next 12 months we expect to generate substantially all our revenues from the sale of used cars to individual retail buyers. Our used car lot is located on Main Street in Tomball, Texas. Tomball is a middle-income suburb of Houston, Texas. There are several other small used car lots located on Main Street, within one mile of our location. We believe that the drive buy traffic generated by the number of used car lots in the area is beneficial in increasing our potential customers. Our used car lot is approximately 10,000 square feet and we can park and display a maximum of 15 cars. We can park up to 5 cars on the first row of our lot and these can be clearly seen from the street. We use pre-printed self adhesive numbers to display the asking price on the windshield of all our inventory. The name of our lot, CI Sell Cars and the phone number can clearly be seen by traffic traveling in both directions on Main Street. We have prepaid the $1,000 annual lease on our lot, and have an agreement to renew the lease for another 12 months at the same lease terms. We do not have any material contracts with any affiliated parties. Capital Resources and Liquidity. As of January 31, 2004, we have approximately $18,000 in cash. We believe that the planned expenditures for continuing the car sales business is minimal. Our general and administrative expenses are expected to average $1,000 per month for the next 12 month which gives us enough cash to survive for the next 12 months. We have no plans to pay salaries to our Officers or employees during the next 12 months and we have paid our rent for our offices for the whole year. We believe we have sufficient cash to meet our minimum costs and operating expenses for our used car lot during the next 12 months. However, we will need to raise additional capital to expand our used car lot and its inventory and to further develop our two planned websites. There is no assurance we will be successful in raising the needed capital. Item 3. Controls and Procedures - ------------------------------- (a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer (collectively the "Certifying Officers") maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC. (b) Changes in internal controls. Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION Item 1. Legal Proceedings. The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened. Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted during the quarter ending January 31, 2004, covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise. Item 5. Other Information. None Item 6. Exhibits and Reports of Form 8-K. (a) Exhibits 31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (b) Reports of Form 8-K None SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized. CI SELL CARS INC. Registrant Date: March 12, 2004 By: /s/ Curtis Hunsinger ------------------------- Curtis Hunsinger President, Chief Executive Officer, Chief Financial Officer, Controller and Secretary EX-31 3 f10qsb0104ex31_cisellcars.txt CERTIFICATION OF CERTIFYING OFFICER CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Curtis Hunsinger certify that: 1. I have reviewed this quarterly report on Form 10-QSB of CI SELL CARS, 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 registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the a registrant is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report my conclusions about effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 12, 2004 /s/ Curtis Hunsinger -------------------------- Curtis Hunsinger Chief Executive Officer, Chief Financial Officer EX-32 4 f10qsb0104ex32_cisellcars.txt CERTIFICATION OF CERTIFYING OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this Quarterly Report of CI Sell Cars, Inc. (the "Company") on Form 10-QSB for the period ending January 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I Curtis Hunsinger, Chief Executive Officer and Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: (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 result of operations of the Company. /s/ Curtis Hunsinger - -------------------------- Curtis Hunsinger Chief Executive Officer Chief Financial Officer March 12, 2004 -----END PRIVACY-ENHANCED MESSAGE-----