SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended
December 31, 2003
Commission File #333-104815
CORPORATE ROAD SHOW.COM INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
11-3516358
(IRS Employer Identification Number)
80 ORVILLE DRIVE SUITE 100 BOHEMIA, NEW YORK 11716
(Address of principal executive offices)
Registrant's telephone number, including area code: (631) 244-1555
(Former name, former address and former fiscal year, if
changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.0001 par value
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 |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated
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by reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. ( )
Revenues for year ended December 31, 2003: $84,595
Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of March 22, 2004, was: $0.
Number of shares of the registrant's common stock outstanding as of March 22,
2004 is: 5,730,000
Transfer Agent as of March 22, 2004:
Olde Monmouth Stock Transfer Co., Inc.
77 Memorial Parkway, Suite 101
Atlantic Highlands, New Jersey 07716
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
HISTORY AND DEVELOPMENT
We were incorporated pursuant to the laws of the State of New York on November
1, 1999 under the name Corporate Road Show.Com Inc. On July 1, 2000 we launched
our website on the Internet and began a limited marketing campaign for our
Internet based presentations.
Our basic business model is to help the corporate executive get their story out
to a vast but targeted audience over the internet or television, as well as
complement their current marketing plans.
ONLINE STRATEGY
Our online strategy is to be a leading Web portal for both financial
professionals, the business decision makers and the general public as a
worldwide provider of multimedia production services to corporations. The key
components of our growth strategy include:
Grow Our Customer Base. During the initial stages of our operation, we have
focused on selling our streaming video interviews to public companies with
securities trading on the Nasdaq SmallCap Market and the electronic
over-the-counter bulletin board. We believe there is an opportunity for
streaming video and audio, public relations services and IT consulting services
in small-cap and micro-cap markets. Furthermore, we believe that these companies
have a need for exposure to the investing community as well as the public at
large that is as significant as that of larger companies. We also attempt to
market our services to private companies, but have found that for the moment,
there is considerably less interest from the private companies.
Clients are charged a fee for the production of streaming video presentations
and other services. The services may include:
o links to the client's Web site and to a page or pages of our Web site
dedicated to providing information about the client; and
o preparing and making available to our clients periodic interviews per year
with representatives of the client and, at the option of our management,
additional videos providing current newsworthy information about the client.
Grow Our Audience. We believe that increasing our brand awareness and our
exposure within the business community will contribute to our future success. To
date, we have successfully built a brand name but plan on continuing to grow our
audience by focusing on the expansion of our content on our website as well as
the introduction of our show concept.
Increase Usage By Our Audience. To increase usage, we plan to expand our content
offering in the area of additional companies, industries, people and products
during the upcoming fiscal year.
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Maximize Revenues From Users of our Website. We plan to expand the e-commerce
opportunities to our Web site in an effort to generate revenues from users of
our Web site. More e-commerce partners will provide more buying opportunities on
the site. We are also attempting to increase the advertising revenue per user
through customer-targeting capabilities on the site.
Technology Advancement. We plan to continuously advance and develop new
technologies that will enhance the user experience. We intend to expand our
technology services through ongoing investment and integration of new
technologies.
CURRENT SERVICES OFFERED BY CRS AND OUR FEE STRUCTURE
We are a business to business service firm. Our basic service is to host and
digitize corporate videos already produced by our clients. We offer an upgraded
service where we actually video and produce a corporate presentation for
dissemination on our website. Over 90% of our revenues are generated through our
video hosting and production business. The remaining 10% consists of
advertisements by third parties on our website. We hope to increase the
percentage of advertising revenue as the number of "hits" our website receives
continues to increase.
The market for these services is vast. Our target market is a company offering a
new product or service and which has the desire to market itself to the public
in a possibly untried format or medium. Our targeted audience for these
productions consists of both the investment community and the public at large.
Although the companies we produce videos for must confirm to us that they are
not undertaking a public offering while their video is available for viewing on
our website, many of those companies have an interest in increasing the public's
awareness as a public entity. For our visitors who are looking for such
companies, we attempt to serve that purpose in a traditional public relations
context. However, our clients are also interested in increasing sales of their
products and exposure of their business plans. Our television productions will
blend the investment and marketing concept even further by using an anticipated
"news" format.
We broadcast in over 35 countries, however we measure success by the amount of
video views or "hits" a client's video receives. The goal for clients is to get
the message across to both the investment community and the general public at
large via our website. Each featured video has different content as a result of
varying product lines and offered services, however, our format may change. For
example, Polymer Research and Genesis Bioventures used an interview format. For
these clients, we interviewed the companies and then we disseminated the
interview on the website. The other type of setting is the Power Point visual
video where we produce a presentation that we video, digitize and host. The
video productions we have produced to date are "About Us" 1&2, Asconi Corp,
Polymer Research Group, Genesis Bioventures and Skybridge Wireless, Inc.,
Juniper Group, Inc. , Neil Kaufman, Esq. and Humana Trans Services Holding Corp.
All of the aforementioned productions were disseminated on our website.
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We consider ourselves a vehicle for the promotion of our clients' products and
services via the internet and our intent in the future is via television.
VIDEO PRODUCTION
A client's first experience with us results from the following scenarios: (i) in
response to our advertising campaign; (ii) as a recipient of a marketing
campaign on behalf of a client; or (iii) after production of our planned
financial television programs, in response to such. After the initial
discussion, we then determine which format is preferred (i.e. interview, Power
Point presentation). We then film the interview, edit it with sound and digitize
it in either Real Player or the Microsoft Media platform. Lastly, we will
broadcast the presentation on the Internet where interested parties can log on
and watch the show.
The fees can vary on each production. For example, for web hosting we have to
determine the length of the video in digitized megabytes and the time period
such video will be hosted by us. The fee for producing a corporate video can
fluctuate depending on location, scripting, editing, talent and other factors.
In order to arrive at a fee for a particular project we must analyze the time,
equipment and bandwidth required to place that particular video on the web.
HOSTING A VIDEO WITHOUT PRODUCTION
Unless requested otherwise, when we host a video we do not "produce" it. The
first step is the receipt of the video from the client. Generally, productions
provided to us by a company are either in an MPEG, AVI or VHS format. We must
convert such into a Real Media format for web-based applications. Once
converted, the video is "streamed" at various speeds for viewing on our website.
For example, a 3 minute video requires approximately 8-10 hours of Frank
Ferraro's time to convert and digitize. We prefer to offer two or three
different streaming speeds for each video so that a wide variety of visitors can
access a particular video (ie. some visitors may have cable, dial-up, or T-1
connections each of which require different streaming speeds). The faster the
speed, the more bandwidth the video needs. Bandwidth costs us one dollar per
megabyte per month. Thus, a 3 minute video which uses 50 megabytes of our
available server space costs us $600 per year. Lastly, we charge a hosting and
marketing fee equal to an additional 50% of the cost to the customer. Thus, our
fees for merely hosting videos generally range from $2,500 to $5,000.
BASIC VIDEO PRODUCTION
Any video we produce is also hosted by us, so in addition to the hosting
expenses incurred and fees charged a basic production involves additional fees
such as:
(i) Equipment - Depending on what is required, we may have to rent lighting,
cameras, microphones, mixing boards.
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(ii) Personnel - If called for, we may have to outsource our production needs to
a consultant who charges us a fee which varies for each production. We also may
have to hire an interviewer or production assistant if necessary.
(iii) Location - If we use an outside location, we have to budget for travel
time for any personnel involved as well as that of Frank Ferraro.
(iv) Frank Ferraro's Time - Mr. Ferraro generally accounts for his time at $125
per hour. Many of our productions require Mr. Ferraro to write scripts for and
direct the production process.
(v) Post -Production - Depending on the length of the video Mr. Ferraro and any
production consultants may have significant editing responsibilities in order to
convert the video from a rough to final format for hosting.
For a basic 7 to 9 minute interview in a location of our choice without any
music or eye-catching graphics (including basic editing and hosting), we would
charge between $5,000 and $7,500
ADVANCED VIDEO PRODUCTION
An advanced video production integrates multiple cameras, lighting, video with
eye-catching graphics such as pictures or charts in coordination with a specific
presentation with music and advanced editing and up to 30 minutes of video
presentation. Thus, an advanced video production would not only encapsulate the
costs and expenses associated with the hosting of a video and a basic video
production, but would also add more involved production techniques and
equipment. Presently, we charge between $10,000 and $20,000 to do a 10 to 30
minute video.
VIDEOS WE HAVE MADE TO DATE
To date we have produced the following videos:
o In June of 2001 we created a video for Asconi Corp. which was on our web
site for about three months. The video focused on introducing a viewer to
Asconi's presence as a small cap public company as well as to its business
which is the production and distribution of wines from the country of
Moldova. Some of the topics covered were: Moldovan culture: (a wine
producing region for over five thousand years where the average worker makes
about $30 per month); Moldovan location: sought by many different countries
over the centuries; discussion of a 1991 court ruling for the privatization
process of the former communist country and how the country would welcome
foreign investments in (which was the first step towards becoming a
capitalistic society); the Company's history (a water shipment to Germany
the proceeds of which were invested in wine); expansion of their present
markets; their product line (including products in development); and some of
the many prestigious awards they have received. We were paid a fee of $5,000
for services rendered. The message sought by this video was to introduce the
wines of Asconi to America as well as introduce the company as a publicly
listed entity and potential investment opportunity to a group of financial
professionals.
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o In July of 2002 we created two separate "about us" videos representing and
describing the content and services that CRS is capable of providing to our
clients. There were no fees paid or charged for either of these two videos.
The topics covered were: what roadshows are; the video hosting and video
production services we offer; the different interactive platforms at our
disposal; and how we can assist a company in their marketing efforts by
employing a professionally produced video by CRS. The message sought to be
delivered by this video was to give the general public visiting our website
a sense of the services we can provide. This video is no longer on our
website.
o Also in July of 2002 we developed a video for the Polymer Research Group
which was available on our website for about one year. This video was an
interview format as opposed to a presentation format and our interviewer
asked the following questions: "Can you tell us about Polymer research and
how the company has progressed throughout the years? How many fortune 500
companies have you done business with? Can you tell us about the chemical
grafting technique?" And "Where do you think Polymer Research is going in
the next five years?" The topic of the video focused on Polymer's business,
specifically the different applications the company uses, from the
manufacturing of fire retardant materials to chemical grafting which is the
company's most well known service. The video's intent was to increase
Polymer's customer base.
o In November of 2002 we created a video for Genesis Bioventure group. This
video was in an interview format and we asked the following questions: "Can
you discuss your core product and why it is so special? Does your technology
detect the non-existence of the mammastatin protein? Can you discuss the
technology to detect mammastatin? Do you have patents on this technology?
Are any other companies doing something similar to this? How do you see the
company going forward in the next five years? Where are you right now with
the product?" The "topic" of the Genesis video focused on Genesis' ability
to detect early stage breast cancer using Mammastatin Serum Assay
technology. Dr. Woods explains that healthy cells have the mammastatin
protein and that breast cancer cells have no mammastatin protein. The
company is focusing on a blood test to see the level of mammastatin in
women. If the levels decrease over time the studies say that this patient
might be a candidate for breast cancer. They claim that this test might be
more effective than the current "self diagnosis" or mammograms, because once
a mammogram or a self examination shows a tumor the cancer has already
developed or perhaps spread. Whereas, if women started taking the
mammastatin protein test early on in life and continue with regular check
ups the tests will detect the deterioration of mammastatin levels throughout
time and can signal a warning sign that a patient might be on their way to
developing cancerous cells. The message this video portrays is that of the
company's product and services is geared to the general public as a tool to
promote awareness of Genesis' product in development as well as an
introduction to the financial community of its existence as a developing
public company. Our agreement with Genesis is that we will receive the
following payment in quarterly increments as the Genesis video will be on
our website for one year. Upon completion of the one year period we will
have been paid 100,000 shares of restricted stock and 150,000 warrants to
purchase Genesis' common stock which are exercisable at $1.50 per share. In
January 2003, we were paid 25,000 shares of restricted Genesis common stock
and 37,500 warrants to purchase Genesis common stock and
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in June we received 50,000 shares of restricted Genesis common stock and
75,000 warrants to purchase Genesis common stock.
o In June of 2003 we created a video for Vintage Filings Inc. which is
currently on our website and will be available indefinitely. This was an
interview format and we asked the following questions. Can you give us a
quick synopsis of what Vintage Filings is and what you folks do? What
separates Vintage Filings from your competition? The Vintage video focused
on the services Vintage could provide to some of the visitors to our website
as well as our clients. We were not paid nor did we charge a fee for this
client.
o In July of 2003 we developed a video for Skybridge Wireless, Inc. which will
be available on our web site for 6 months. The Skybridge video focused on
Skybridge's business and was intended to introduce the audience to its
business plan , products and services as well as Skybridge's plan to
penetrate the Las Vegas market. The Company covered many "topics" including
their products (256K to 1MB of services speeds)strategies, objectives
(including increased sales, expansion into other areas, cost effectiveness
for businesses, and quality control for customer satisfaction, and 24/7 live
support for its customers)This video was shot in front of a live audience
and the "questions" at the end of the presentation from the audience were as
follows: "Who is your major competitor? How many subscribers do you have
now? How do you market to them? How did you get to be a public company? How
many shares are outstanding? What is your market cap? How much is in the
float? What is the current volume of trading? Can we get access to pro
forma's? How did you raise money for the current structure?" The "message"
of this video was not only to introduce the products and services of
Skybridge Wireless but to address a group of business professionals as to
Skybridge Wireless' existence as a young public entity. We were paid 38,500
free trading shares of Skybridge common stock for this service.
o In August of 2003, we created a video for the Juniper Group Inc. where they
discussed their broadband services as well as the recent recapitalizations
of their shares. Juniper also wanted to address the fact that they are a
small business struggling to stay listed on the NASDAQ stock market. In
August of 2003 we created a video for The Juniper Group. The "topic" was
generally about Juniper Internet Communications a division of The Juniper
Group and how they work with cable companies installing high speed broadband
connections to homes and businesses. The "questions" we asked were as
follows: "Al give us a quick synopsis of what Juniper Internet
Communications does and what your business model is? Where do you see the
company going in terms of the Juniper Internet portion of it? Is there room
for growth in the field for Juniper Internet Communications? Vlado, in
recent history you've had two reverses, can you please address this? Al,
where do you see the future of broadband and how does it relate to Juniper
Internet Communications?" This video is general in nature but one can view
it as a way to address shareholders or investors because of the discussion
about the parent company's recent reverse splits.
o In September 2003, we created a video with Neil Kaufman, Esq. which is
currently on our website and will be available indefinitely. We used an
interview format and the topic of this video was a discussion of the
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Sarbanes-Oxley Act of 2003. Mr. Kaufman discusses the new rule and how it
relates to small public companies. The questions asked were as follows: "How
does Sarbanes-Oxley affect publicly traded firms? Is this a topic small
firms will have to grapple with? If companies would like more information on
this topic how can they contact you?" We were not paid nor did we charge a
fee for this client.
o In October of 2003, we created a video for Humana Trans Services Holding
Corp. which is currently on our website. The video topic focused on the
services the company provides to its clients Such services include
background checks, lower workman's compensation rates and the full
outsourcing of new drivers to large and small carriers. The "topic" also
focused on why a new director has joined the company's board of directors.
This video was an interview format and we asked the following questions:
"Ron can you tell us a little about Humana Trans Services and what they do?
Do you pay the drivers benefits or does the company pay? Ron, what about
your experience, can you tell us about that and what brought you to Humana
Trans Services? Where do you see the company going in the next three to five
years?" The message of this video appears to be general in nature. For the
production and hosting of the video for a three month period we received
$6,500 and 20,000 free trading shares of Humana common stock.
Our plans for future videos will follow similar patterns to those produced to
date. As you can see with the different "formats" the "message sought" can
change as well. We have found that companies that are putting on a presentation
in front of business professionals tend to focus on the investment community,
similar to Asconi and Skybridge. However, the interview format lends itself more
towards the products and services such as Genesis, Polymer, Vintage, and Humana.
Future videos for our expansion into the television concept will be more general
in nature focusing on new and interesting products services and stories.
In an effort to get new or interesting content or to expand our network and
marketing capabilities we sometimes put videos up for little or no
consideration. For example, Polymer Research Group was a NASDAQ company which,
at the time, we believed gave us a higher profile than previous clients and
allowed us to market ourselves more effectively. We were not compensated nor
have any other relationship with Polymer except for producing and hosting the
video clip. As for Vintage filings and Neil Kaufman, both companies allow us to
provide links to services that visitors to our site may be able to utilize.
Vintage filings offers EDGAR filings for publicly traded companies, including
our own. We view them as a potential source of leads for companies wishing to
use our services. Neil Kaufman, as the managing partner in the law firm of
Kaufman & Associates and a member of the board of directors of the Long Island
Venture Group is another important potential contact in our networking efforts.
We have no agreement with Mr. Kaufman. Other than the fact that we use Vintage's
services to file our public documents with the Commission, neither the Company
nor any of our affiliates have any relationship with Polymer, Vintage or Mr.
Kaufman. We anticipate providing additional free content to select clients or
service providers in the future.
As an additional service, we will host videos not created or produced by us for
clients desiring exposure on our website. Currently, we host
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a video by The BioBalance Corporation which we were paid $2,500 for this hosting
service. This video focuses on the product Probatrix , a food which BioBalance
claims helps offset the effects of certain types of Irritable Bowel Syndrome.
As we evaluate the material terms of each project on a project by project basis,
we do not have a set fee for our services and do not foresee changing that at
any time in the near future. We determine our fees by using a two-step approach.
First, we analyze a prospective client's needs. Second, if we conclude that we
can help that party achieve its goals, we then attempt to develop and agree
upon, with that party, the types of services we will provide.
SHOW CONCEPT
As we believe our experience in video production for internet dissemination is
transferable to a great extent to the production of television shows, we are
planning on expanding our operations into such area. The Show Concept starts
with identification of the client. Once the client has been identified we
anticipate initially subcontracting the actual production needs to available
production studios. We will undertake to obtain the airtime through our own
efforts. Although we have no formal agreement, we have used Pro Image Studios
and Real Tyme Productions in the past and would consider them for future
productions. At this time we are not dependent on any one particular company.
With respect to the broadcast of the program, we anticipate the timeframe
necessary to obtain clients will vary from company to company. We expect that it
will take approximately 30 days from the date we actually begin marketing our
show concept to the public to identify and agree to terms with our first client.
The timeframe for the actual production will vary depending on the client's
needs, however, our goal is to reach a 30 day turnaround from pre-production to
post-editing. The costs associated with identifying clients are marketing
related. Although the production cost can vary due to the clients needs, an
initial production cost for our first show is expected to be approximately
$50,000. The cost for broadcasting will depend on the amount of airtime we
purchase. Although we intend to fund the initial programs, we anticipate selling
commercial airtime in subsequent shows as well as have the featured companies
pay us a fee.
SAMPLE SHOW TIME-LINE AND EXPENSES
As the funding for the development of the show concept is wholly dependent on
the sale of our common stock, we are unable to commit to a certain date upon
which production will begin. In the event that we raise enough dollars to
produce a minimum of one program, the costs of which we estimate to be $50,000,
we would anticipate starting production within 30 days of receiving the funding.
WEEK ONE: Selection of companies. Scripting, casting and/or creating a theme,
for example a bio tech, high tech or entertainment theme. Set up the video
location and reserve shoot times. Assuming we have agreed to terms with four
companies, we would anticipate to start shooting on days 4 and 5.
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WEEK TWO: Continue filming each company with the goal of completing all filming
and "B roles" by the end of the second week. "B" roles are backup video footage
for background or special effects graphics used in connection with the
production of a video.
WEEK THREE: Begin the "content" editing process as well as produce and edit all
disclaimers, introductions with the goal of creating a 28-30 min. segment
(depending on the amount, if any, of commercial time sold for such production).
This process shall also include any voiceovers, on screen graphics and
background music. By the end of the week 3 we would expect to have an audio
video interleave ("AVI") file. An AVI file is the most common format for
audio/video data used in the world today.
WEEK FOUR: In the fourth week we anticipate digitizing the production and
converting such digital file into the various mediums we will use. The first
step of the digitization process will begin by converting the AVI files into the
different media files at various "streamable" speeds. As visitors to our site
connect at various data speeds (ie. 56k, 256k, LAN, Cable Modem and ISDN) we
need to be able to present our videos in each of the various formats. In
addition to internet access, once we complete the digitizing process we will
convert the file to both VHS and CD-ROM broadcast mediums and will be in a
position to broadcast the video upon the completion of this stage.
POST--PRODUCTION: During the production period (first four weeks) we will be
analyzing the various potential air-times available to us. The costs of the
media varies greatly depending on the time of day, the particular network or
subscriber channel. Our preliminary analysis has shown that a 1/2 hour time slot
on CBS New York at 10:30 am Sunday morning would cost us approximately $30,000.
The same 1/2 hour spot on CBS at 6:00am would cost about $6,000. Cable and the
Dish Network are less expensive with similar spots ranging from $1,500 to
$3,500. We would not expect this part of the show development process to delay
us in anyway as we intend on purchasing our initial media time during the
production process.
Although we anticipate offering more competitive rates than the industry
standard, the approximate costs associated with a half-hour television program,
exclusive of on-air talent and marketing fees, are as follows:
o Creative and pre-production - $15,000
o Production Crew - $25,000
o Camera and Equipment Rental - $5,000
o Miscellaneous Production Expenses - $2,500
o Airtime Expenses between $1,500 and $30,000 depending on network and
time slot
We plan to distribute our television shows on network and or cable television.
There is a high level of competition in our anticipated field. Some of this
competition arises from very large companies in the broadcasting business with
substantially greater market recognition and financial resources than us. Our
plan to compete with these entities starts with bringing our production to
market. Once the production is
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brought to market we hope to secure the same advertising dollars as our
competition.
VIDEOCONFERENCING SERVICES
We have also expanded our scope of business to include videoconferencing
services. We can now produce an internet video by conducting an interview from
our corporate office and have interviewees at a number of different locations
throughout the U.S. We use the services and equipment of our lessor, HQ Global
Workplaces. Presently there is a global market place for these services. We plan
to disseminate the interviews on our website. There is a high level of
competition in the videoconferencing field. Some of this competition arises from
very large companies in the field with substantially greater market recognition
and financial resources than us. We do not plan to compete with other
videoconference service providers. The principal supplier of the
videoconferencing services is HQ Global Workforces. We are not contractually
bound to use them and can therefore move quickly to take advantage of any
marketplace developments that occur which result in more competitive terms. To
date, we have generated no revenue as a result of these services.
REVENUE BREAKDOWN
The Company recognizes revenue at the time that all services have been
substantially completed. The Company has received equity securities in certain
entities as payments for services provided for these entities. Some of these
entities are privately owned, newly formed and have no operating history. Since
there is no assurance that these securities are marketable, the Company has not
recognized any revenue upon receipt. Revenue will be recorded at the time the
securities are determined to have a monetary value. To the extent that we
receive equity securities in a company which has no trading market at the time
of receipt, we do not recognize any revenue until such securities are sold by
the Company, if ever. The Company also receives restricted securities in
publicly traded entities in which a market exists. In such instances, revenue is
recorded with a discount of 75% from the market value at the time of receipt. At
the time that such securities are sold in the public market, the Company
recognizes any resulting gain and/or loss.
MARKETING APPROACH
Our current marketing plan includes "key word" marketing on major Internet
search engines like Lycos, Alta Vista, MSN and Yahoo! We have an agreement with
Overture, a commercial paid search service on the Internet, which will provide
CRS with access to the "Overture Distribution Network" -- a network of Web
properties that have integrated Overture's search service into their Websites or
direct user traffic to Overture's Website. CRS submits bids to Overture
Services, Inc., with respect to certain key words they have the rights to, such
as "corporate presentations." The higher our bid is in relation to other
potential bidders the higher priority we receive with respect to a search
engine. For example, a potential client searching the term "Corporate
Presentations" on the Internet may see our name at the top of a particular
search engine list, enabling us to target a spectrum of the public presently in
the market for services offered by us. CRS pays
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for the bid price for "clicks" on the search listings in both Overture's
Website, as well as third party products. Our average monthly costs have ranged
from a high of $1,500 to a low of $200. Such range is a result of the number of
"hits" we receive as a result of an Overture "term" that we have bid on and won.
We also have a contract, expiring February 11, 2004, with Dynamic Distribution
Corp. whereby we will pay Dynamic a five (5%) percent fee for any new business
introduced to us as a result of Dynamic's efforts. For example, if Dynamic
introduces us to potential clients who ultimately generate $10,000 of new
business we would be obligated to pay Dynamic five-percent of that $10,000 or
$500. To date, no business has been generated from this relationship.
STRATEGIC RELATIONSHIPS
On June 18, 2001 CRS was accepted as a member of the American Express Affiliate
Program- part of the Linkshare Network (TM). As an American Express Affiliate,
CRS can earn anywhere from $25 to $45 for each new customer the CRS site
generates for American Express. The commission structure is based on the product
that is sold. The following is the commission breakdown: Consumer cards $30,
Small Business Corporate cards $45, Membership Banking $35 and Merchant Services
$25. To date, we have generated less than $50 in revenue as a result of this
relationship.
COMPETITION
We believe that as a provider of promotional and marketing services to small and
mid-capitalized public companies we have few direct competitors and those that
do exist are left to share a potentially significant market. Some of our biggest
competitors are MoneyTV, BATV and Yahoo! Net Roadshow. MoneyTV and BATV are
restricted solely to producing television programs focused on their clients,
while Yahoo! Net Roadshow also appears to have been involved in web-based
production in the recent past. Although most of the online financial providers
do not yet offer similar services to our own, as the barriers to entry are
reasonably low, any of such companies (such as The Street.Com, MarketWatch.Com,
and the Motley Fool) could quickly build in such services and become direct
competitors to CRS.
TRADEMARKS AND PATENTS
On February 19, 2003 we filed a service mark application with the United States
Patent and Trademark Office.
CURRENT POSITION IN THE INDUSTRY
As we are relatively new to the industry we have limited resources from which to
draw. However, as stated earlier, we believe that the industry is young, the
present competition is minimal and the potential size of the industry should
more than mitigate that fact. The greatest risk to our business is not our
competition, but that we will be unable to convince prospective clients that our
services are worth the fees we charge.
13
GOVERNMENTAL REGULATIONS
In order to avoid and potential securities law matters, all visitors to our
website are required to view our General Disclaimer section where we state that
we are not soliciting to purchase or sell securities and that any interested
party should perform its own independent research into the companies featured on
our website and acknowledge that they have read such section by clicking the
button opting in. We further disclose all equity holdings that we have in such
companies.
In order to ensure that our clients are not presently offering securities and
will not contemplate the offering of securities at any time the video is
available for viewing on our website, we require each client to acknowledge in
writing that: (i) they are not presently offering securities and will not
contemplate offering securities while their video is available for viewing on
our website; and (ii) they will not distribute a hardcopy of their video to any
potential investor at any time during which they are engaged in an offering of
securities. We will not take any further steps to verify whether our clients are
in fact conducting an offering concurrent with their video's availability on our
website. In order to protect ourselves against the restrictions on
communications by Section 5 of the Securities Act, we will further require any
client to covenant to us in writing, that prior to commencing any offering, we
will be instructed to remove their video and other materials from our website.
Currently, we do not meet the classification as an "Investment Company" as that
term is defined in the Investment Company Act of 1940 because the securities we
hold in our featured companies do not comprise 40 percent of our total assets
nor do we primarily engage in the business of investing, reinvesting or trading
in securities. We will continue to monitor that "securities component" level of
forty (40%) percent very carefully to ensure that we never fall under that
classification. Some of the securities we have received as partial payment for
our services are restricted and therefore must be held for a period of time. Our
intent is not to hold such securities for the long term but rather sell any
available securities as soon as we are no longer restricted pursuant to the
securities laws and such securities have a value equal to or exceeding the value
of services rendered by us at the time they were received. In the event that we
ever approach the "Investment Company" threshold, we will re-evaluate our policy
of accepting securities as partial payment for services rendered.
We have been advised by the Securities and Exchange Commission that it considers
us an "Investment Adviser" as such term is defined in Section 202(a)(11) of the
Investment Adviser's Act of 1940. We are exempt from registration as such with
the Securities and Exchange Commission as we do not have assets under management
of more than $25,000,000 nor are we an adviser to an investment company
registered with the Securities and Exchange Commission. In light of the fact
that we are a New York corporation, our only place of business is in New York,
all of our videos are made in New York and any television production will occur
in New York, we have concluded that New York would be the proper jurisdiction in
the event that we decide to register as an investment adviser. Our review of the
New York General Business Law reveals that any entity providing investment
advisory services to less than 6 persons in New York in the past 12 months is
exempt from the registration requirements of the State of New York. However, we
have
14
been advised by New York State that visitors to our website are not considered
clients to whom we are selling our services as they are not compensating us for
their access to the content of our website. We have further been advised by New
York State that it is unclear whether we are providing investment advisory
services at all. Although New York will not give us a definitive opinion on the
matter, as a result of the aforementioned discussions, we do not intend on
filing a registration statement as an investment adviser with the State of New
York. However, we will continue to monitor our business as it develops as well
as communicate with the State of New York to ensure that we are in compliance
with all New York State laws. At this time we do not intend on registering as an
investment adviser with any other states.
However, mindful of the Securities and Exchange Commission's position that we
are performing investment advisory services and that certain visitors to our
website are "clients", we concede that we may have a fiduciary obligation to
such visitors and will continue to make an effort to perform due diligence on
the companies for which we are producing videos in an attempt to ensure that the
statements they make in their videos are accurate and not misleading. Such due
diligence efforts are generally limited to confirming that the featured company
is a legitimate operating business. We do not review financial statements or
other material documents of our featured companies and are therefore not
expressly providing any guidance as to whether such companies might be suitable
investments.
Our sole employee, Mr. Frank Ferraro will be responsible for ensuring that we
comply with all state and federal laws. In the event that we ever register as an
investment adviser with the State of New York or other jurisdiction, Mr. Ferraro
will continue to be the person responsible for such filings and subsequent
compliance matters.
EMPLOYEES
Currently, we have one full-time employee and he is not represented by a labor
union. We consider our relationship with our sole employee to be satisfactory.
On December 31, 2003, we terminated our relationship with Vincent Epifanio who
was an employee of CRS until that date. There are no recorded liabilities as a
result of Mr. Epifanio's termination.
SEASONALITY
We have not found our business to be seasonal in nature.
ITEM 2. DESCRIPTION OF PROPERTY
PROPERTIES
On November 13, 2002 we entered into a Lease Agreement for one office for a
period of twelve months with HQ Global Workplaces for an aggregate rent of
$15,000. There is no affiliation between any of our officers or directors with
HQ.
15
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding nor are any legal actions
contemplated by us at this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On March 22, 2004, there were approximately 10 shareholders of record of our
common stock. Our shares of common stock are not currently traded on any
exchange, although we intend on listing such on the OTC Electronic Bulletin
Board.
On February 12, 2004, a registration statement on Form SB-2 was declared
effective by the Securities and Exchange Commission. Such Registration Statement
registers up to 2,000,000 shares of our common stock for sale by us to the
public at a deemed price of $1.00 per share. We are attempting to sell the
shares either on our own, in concert with a broker-dealer or through some
combination thereof. Presently, we have sold a de minimis number of shares
pursuant to that Registration Statement.
DIVIDENDS
Any payment of cash dividends in the future will be dependent upon: the amount
of funds legally available therefore; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
We commenced operations on July 1, 2000 through the launching of our website,
which serves as our platform for our internet based "live and on demand" audio
and video productions of financial road shows, conferences and presentations.
The following discussion should be read in conjunction with our financial
statements and notes thereto contained elsewhere in this prospectus. This
discussion may contain forward-looking statements that could involve risks and
uncertainties. For additional information see "Risk Factors".
CRITICAL ACCOUNTING POLICIES:
Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, the disclosure of
contingent assets and liabilities, and the reported amounts of revenues and
expenses during the reporting
16
period. Actual results could differ from those estimates. The critical
accounting policies that affect our more significant estimates and assumptions
used in the preparation of our financial statements are reviewed and any
required adjustments are recorded on a monthly basis.
RESULTS OF OPERATIONS:
Substantial positive and negative fluctuations can occur in our business due to
a variety of factors, including variations in the economy, and the abilities to
raise capital. As a result, net income and revenues in a particular period may
not be representative of full year results and may vary significantly in this
early stage of our operations. In addition results of operations, which have
fluctuated in the past and may vary in the future, continue to be materially
affected by many factors of a national and international nature, including
economic and market conditions, currency values, inflation, the availability of
capital, the level of volatility of interest rates, the valuation of security
positions and investments and legislative and regulatory developments. Our
results of operations also may be materially affected by competitive factors and
our ability to attract and retain highly skilled individuals.
YEAR ENDED DECEMBER 31, 2003 AND 2002:
We recognize revenues at the time that all services have been substantially
completed. We have received equity securities in certain entities as payments
for services provided for these entities. Some of these entities are privately
owned, newly formed and have no operating history. Since there is no assurance
that these securities are marketable and collectibility is not assured, we do
not recognize any revenue upon receipt. Revenue will be recorded at the time the
securities are determined to have a monetary value. We also receive restricted
securities in publicly traded entities. In such instances, revenue is recorded
with a discount of 75% from the market value at the time of receipt since (i)
the securities are restricted and (ii) there is no assurance that the value of
these securities will be realized. At the time that such securities are able to
be sold, we will recognize any resulting gain and/or loss. The amount of shares
we will accept in lieu of a portion of a client's cash payment is situation
specific. Such amount is never contingent on the success or failure of our
efforts.
Revenues for the twelve month period ended December 31, 2003 was $84,595 as
compared to $25,189 for the same period of the previous year. This increase of
$59,406 or 236% is a direct result of our improved marketing efforts. Revenues
earned in the December 2003 twelve-month period include $64,000 received in cash
for services rendered and approximately $20,000 in cash proceeds from the sale
of investments received in earlier periods for services rendered. We also
received restricted securities in the same twelve-month period and recorded such
securities using a 75% discount from the market value at the time of receipt in
the amount of $0.
Operating expenses increased by $65,176 from $188,140 for the twelve months
ended December 31, 2002 to $253,316 for the 2003 period. The 2003 fees include
the value of 20,000 shares of our common stock (valued at $20,000 based upon the
price of shares sold in our private
17
placement of securities) issued to Mr. Benjamin Lapin. Mr. Lapin introduced us
to Dynamic Distribution Corp., a potential client, although no revenue was
ultimately realized from such introduction. In 2003, we produced a marketing
brochure and incurred advertising expenses in the aggregate amount of $27,332
compared to minimal expense in 2002.
As a result of the above, the net loss for the twelve months ended December 31,
003 was $168,721 or $0.03 per share, compared to a net loss of $162,951 or $0.03
for the similar period in 2002.
LIQUIDITY AND CAPITAL RESOURCES:
As of December 31, 2003, we reflected negative working capital of $27,013
compared to a positive working capital of $224,110 at December 31, 2002. Our
current ratio at December 31, 2003 and December 31, 2002 was .42 and 22.5,
respectively.
During 2003, we utilized $105,638 for operations primarily as a result of our
net loss of $168,721. For the 2002 year we utilized $121,924 in cash from
operations. During 2003, we used $65,316 for investing activities, primarily for
the acquisition of office equipment, including a computer. During 2002, we sold
our common shares in a private placement and realized net proceeds of $377,500.
As a result of this, we ended 2003 with cash of $16,775.
In June 2002 we issued 250,000 shares of common stock to Eli Weinstein, the
selling shareholder, for consideration of $250,000. We paid Five Flags, Inc.
$50,000 (20%) as a fee for having Mr. Weinstein invest in our Private Placement.
In October 2002 we further issued 250,000 shares of common stock to Mr.
Weinstein for $250,000. We again paid Five Flags, Inc. a fee of $50,000 (20%)
for having Mr. Weinstein invest in our Private Placement for a total
consideration of $100,000 for the raising of capital. Five Flags, Inc. is not a
registered broker-dealer. These issuances of shares of common stock to Mr.
Weinstein by us did not involve any public offering and was exempt from the
registration requirements under the Securities Act pursuant to Section 4(2)
thereof.
We have a limited operating history. Some of our clients to date are also in the
early stages of their operations with not much available cash on hand. As a
result, as previously discussed, we occasionally receive restricted equity
securities issued by our clients. Of the public companies which issue securities
to us, we initially record the receipt of such securities at a significant (75%)
discount due to the restrictions and since the values of these securities
fluctuate and are not readily convertible to cash. Based on the above, the
securities are reflected as investments available for sale on our balance sheet.
At the balance sheet date, we compare the then market price or fair value of
such securities, using the same benchmark of a 75% discount, to the amount
initially recorded and any resulting unrealized gain or loss is recorded as
other comprehensive income or loss in the equity section of our balance sheet.
As of December 31, 2003, the unrealized loss of all securities received as
compensation and held for sale aggregated $38,550 which amount is reflected on
the balance sheet as accumulated other comprehensive loss. At the time the
restriction is lifted (usually within one year of receipt) and we are able to
sell the securities, the resulting gain or loss realized will be recognized in
18
our statement of operations. The increase or decrease in these investment
securities is shown in investing activities on the statement of cash flows.
We are currently operating with insufficient working capital, which, among other
things has constrained our ability to market our services. As a result,
management is dependent on the proceeds of the proposed public offering of
securities to maintain and increase the level of its operations. There can,
however, be no assurance that we will be successful.
IMPACT OF INFLATION
To date inflationary factors have not had a significant effect on our
operations. We are not aware of any material trend, event or capital commitment,
which would potentially adversely affect liquidity.
OTHER:
Except for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements. Potential risks and uncertainties include such factors as the level
of business and consumer spending, the amount of sales of our products, the
competitive environment within our industry, the ability to continue to expand
our operations, the level of costs incurred in connection with our expansion
efforts, economic conditions and the financial strength of our customers and
suppliers.
ITEM 7. FINANCIAL STATEMENTS
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Our accountant is Lazar, Levine & Felix LLP independent certified public
accountants. We do not presently intend to change accountants. At no time has
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Presently, Mr. Frank Ferraro is the only member of our Board of Directors and
was appointed to the Board in 1999. Mr. Ferraro has served consecutive
three-year terms of which the current term expires in November of 2005.
The following table sets forth the name and, as of December 31, 2003, age and
position of each director and executive officer of our company.
19
Name Age Position
---- --- --------
Frank Ferraro 39 Chairman, President, Secretary and Treasurer
BACKGROUND OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES
Frank Ferraro has been the Chief Executive Officer and President since
inception. Mr. Ferraro has spent the last sixteen years in the financial field.
Since April of 1996 Mr. Ferraro has been dually licensed with both Castle and
Citadel Securities, respectively as a registered representative. Both Castle and
Citadel are registered broker-dealers. With both Castle and Citadel, Mr. Ferraro
helped develop and manage an electronic internet based proprietary trading
system as well as a manager of a trading desk. Mr. Ferraro graduated from
Hofstra University with a B.B.A. in Accounting in 1986. On April 28, 2003, Mr.
Ferraro resigned from both Castle Securities and Citadel Securities Corp.
COMPENSATION OF DIRECTORS
We do not pay our Director any fee in connection with his role as member of our
Board. Our Director is reimbursed for travel and out-of-pocket expenses in
connection with his attendance at Board meetings.
EMPLOYMENT AGREEMENTS
On January 1, 2003 we entered into an employment agreement with Mr. Frank
Ferraro, our Chief Executive Officer and Chairman of the Board, for a term of
two (2) years commencing on such date, providing for an annual salary of
$90,000. In addition to his annual salary, Mr. Ferraro has the right to
participate in any share option plan, share purchase plan, retirement plan or
similar plan offer by our company, to the extent authorized by our Board. Mr.
Ferraro also has the right to have CRS pay for a car of its choosing including
all expenses associated therewith.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.
20
ITEM 10. EXECUTIVE COMPENSATION
The following information relates to compensation received by our officers in
2001, 2002 and 2003.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------- -------------
SECURITIES
UNDERLYING ALL OTHER
Name and Principal Position Year SALARY BONUS OPTIONS (#) COMPENSATION
--------------------------- ---- ------ ----- ----------- ------------
Frank Ferraro 2003 90,000 None None None
Chairman, President and Chief 2002 45,000 None None None
Executive Officer 2001 0 None None None
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 31, 2003, information with respect
to the beneficial ownership of the Company's Common Stock by (i) each person
known by the Company to own beneficially 5% or more of such stock, (ii) each
Director of the Company who owns any Common Stock, and (iii) all Directors and
Officers as a group, together with their percentage of beneficial holdings of
the outstanding shares. As the Company is presently undertaking a public
offering of 2,000,000 shares of Common Stock but has only sold a de minimis
number of shares, the following table reflects the ownership percentage as
calculated presently and in the event all shares pursuant to the offering are
sold.
PERCENTAGE OF SHARES
BENEFICIALLY OWNED
------------------
NAME AND ADDRESS NUMBER OF SHARES BEFORE ASSUMING ALL
OF BENEFICIAL OWNER BENEFICIALLY OWNED THE OFFERING SHARES ARE SOLD
--------------- ------------------------- -------------------- ----------------
Frank Ferraro1 5,200,000 91% 64%
80 Orville Drive, Suite 100
Bohemia, NY 11716
All Officers and Directors as a 5,200,000 91% 64%
group
Eli Weinstein 500,000 9% 6%
596 Setun Circle
Lakewood, New Jersey 08701
1 Includes 200,000 shares of common stock held by Mr.Ferraro's wife.
21
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Frank Ferraro, our founder, holds approximately ninety-one (91%) percent of our
outstanding common stock prior to the issuance of any shares related to this
Prospectus. Mr. Ferraro is our Chairman, President and Chief Executive Officer.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit Number Exhibit Description
3.1 Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to
the Registrant's Registration Statement on Form SB-2, filed with the
Securities and Exchange Commission on April 29, 2003, and incorporated
herein by this reference.
3.2 By-Laws of the Registrant, as amended, filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form SB-2, filed with the
Securities and Exchange Commission on April 29, 2003, and incorporated
herein by this reference.
99.1 Certification of Chief Executive Officer and Principal Financial Officer
(b) Reports on Form 8-K.
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the Company's fiscal year ended December 31, 2003, we were billed
approximately $15,000 for professional services rendered for the audit of our
financial statements. We also were billed approximately $9,000 for the review of
financial statements included in our periodic and other reports filed with the
Securities and Exchange Commission for our year ended December 31, 2003.
Tax Fees
For the Company's fiscal year ended December 31, 2003, we were not billed for
professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2003.
22
CORPORATE ROAD SHOW.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PAGE(S)
Independent Auditors' Report F - 2.
Financial Statements:
Balance Sheets as of December 31, 2003 and 2002 F - 3.
Statements of Operations for the Years Ended December 31, 2003 and 2002 F - 4.
Statement of Shareholders' Equity for the Two Years Ended December 31, 2003 F - 5.
Statements of Cash Flows for the Years Ended December 31, 2003 and 2002 F - 6.
Notes to Financial Statements F - 7.
F-1
INDEPENDENT AUDITORS' REPORT
To the Shareholders
Corporate Road Show.com, Inc.
Bohemia, New York
We have audited the accompanying balance sheets of Corporate Road Show.com,
Inc., as of December 31, 2003 and 2002, and the related statements of
operations, shareholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of Corporate Road Show.com, Inc.
and the results of its operations and its cash flows for the periods mentioned
in conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company
has incurred net losses since its inception and has negative working capital.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are described
in Note 4. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
----------------------------
LAZAR LEVINE & FELIX LLP
New York, New York
March 9, 2004
See accompanying notes.
F-2
CORPORATE ROAD SHOW.COM, INC.
BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
2003 2002
--------- ---------
- ASSETS -
CURRENT ASSETS:
Cash $ 16,775 $ 234,044
Prepaid expenses 3,061 490
--------- ---------
TOTAL CURRENT ASSETS 19,836 234,534
--------- ---------
EQUIPMENT, at cost less accumulated depreciation of $3,828 and $700 for 2003 and
2002, respectively 12,598 7,858
--------- ---------
OTHER ASSETS:
Deferred offering costs 61,120 15,000
Other assets 1,800 1,800
Investments - available-for-sale securities 24,625 34,725
--------- ---------
87,545 51,525
--------- ---------
$ 119,979 $ 293,917
========= =========
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,080 $ 6,580
Payroll taxes withheld 3,743 3,649
Due to officer 42,026 195
--------- ---------
TOTAL CURRENT LIABILITIES 46,849 10,424
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.0001 par value; 20,000,000 shares authorized, 5,730,000 and
5,710,000 shares issued and outstanding in 2003 and 2002, respectively 573 571
Additional paid-in capital 485,447 465,449
Accumulated deficit (374,340) (205,619)
Accumulated other comprehensive income (loss) (38,550) 23,092
--------- ---------
73,130 283,493
--------- ---------
$ 119,979 $ 293,917
========= =========
See accompanying notes.
F-3
CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
----------- -----------
REVENUES:
Fees for services $ 78,689 $ 25,189
Gain on sale of securities 5,906 --
----------- -----------
84,595 25,189
----------- -----------
COSTS AND EXPENSES:
Production costs 4,715 6,900
Computer expenses 2,894 569
Compensation expense 133,220 66,000
Advertising and promotion 28,659 14,400
Professional fees 18,515 78,450
Other expenses 65,313 21,821
----------- -----------
253,316 188,140
----------- -----------
NET (LOSS) $ (168,721) $ (162,951)
=========== ===========
(LOSS) PER SHARE:
Basic and diluted $ (.03) $ (.03)
=========== ===========
Weighted average number of common shares outstanding 5,728,301 5,336,989
=========== ===========
See accompanying notes.
F-4
CORPORATE ROAD SHOW.COM, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE TWO YEARS ENDED DECEMBER 31, 2003
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER TOTAL
-------------------- PAID-IN ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
NUMBER AMOUNT CAPITAL DEFICIT INCOME (LOSS) EQUITY
--------- --------- --------- ----------- ------------- ------------
BALANCE AT
DECEMBER 31, 2001 5,200,000 $ 520 $ 42,000 $ (42,668) $ -- $ (148)
Officers' compensation -- -- 21,000 -- -- 21,000
Compensatory shares 10,000 1 9,999 -- -- 10,000
Unrealized gain on equity
securities -- -- -- -- 23,092 23,092
Sale of common shares 500,000 50 392,450 -- -- 392,500
Net loss for year ended
December 31, 2002 -- -- -- (162,951) -- (162,951)
--------- --------- --------- --------- --------- ---------
BALANCE AT
DECEMBER 31, 2002 5,710,000 571 465,449 (205,619) 23,092 283,493
COMPENSATORY SHARES 20,000 2 19,998 -- -- 20,000
UNREALIZED LOSS ON EQUITY
SECURITIES -- -- -- -- (61,642) (61,642)
NET LOSS FOR THE YEAR ENDED
DECEMBER 31, 2003 -- -- -- (168,721) -- (168,721)
--------- --------- --------- --------- --------- ---------
BALANCE AT
DECEMBER 31, 2003 5,730,000 $ 573 $ 485,447 $(374,340) $ (38,550) $ 73,130
========= ========= ========= ========= ========= =========
See accompanying notes.
F-5
CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(168,721) $(162,951)
Adjustments to reconcile net loss to net cash (used) by operating activities:
Depreciation 3,128 700
Officer's compensation -- 21,000
Gain on sale of investments 5,906 --
Compensatory shares 20,000 10,000
Changes in assets and liabilities:
Prepaid expenses (2,571) (490)
Accounts payable and accrued expenses (5,500) 6,168
Payroll taxes payable 94 3,649
Due to officer 42,026 --
--------- ---------
Net cash (used) by operating activities (105,638) (121,924)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment (7,868) (8,558)
Investments held for sale (77,203) (11,633)
Proceeds from sale of investments 19,755 --
Security deposits -- (1,800)
--------- ---------
Net cash (used) by investing activities (65,316) (21,991)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment of officer's loans (195) --
Offering costs (46,120) (15,000)
Sale of equity units -- 392,500
--------- ---------
Net cash (used) provided by financing activities (46,315) 377,500
--------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (217,269) 233,585
Cash and cash equivalents - beginning of period 234,044 459
--------- ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 16,775 $ 234,044
========= =========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:
For the year ended December 31, 2003, the Company recorded an unrealized
loss on its investments of $61,642.
See accompanying notes.
F-6
CORPORATE ROAD SHOW.COM, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 1 - DESCRIPTION OF COMPANY / GOING CONCERN:
Corporate Road Show.Com Inc. (the "Company") was organized in the state
of New York on November 1, 1999. The Company is presently an
internet-based marketing operation which produces corporate videos
available on both the worldwide web via its website or in a hardcopy
format. The website serves as a portal for companies to showcase their
products and market their goods and services to the business and
financial communities. The Company has the capabilities to offer
clients custom-made "live" and "on demand" video and audio productions
as well as compact disk and DVD copies by writing, shooting, editing
and prepping in-house as well as hosting such presentations on its
website.
The Company, since its inception, has incurred net losses of $374,340
and at December 31, 2003, current liabilities exceeded current assets
by $27,013. The Company is currently attempting to sell its common
stock on a self-underwritten basis by using Company officers,
directors, participating licensed broker-dealers or in private
transactions. Unless the Company is successful in this effort, or
arranges additional financing, the Company may be unable to continue in
existence. See also Note 4.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Company's accounting policies are in accordance with accounting
principles generally accepted in the United States of America. Outlined
below are those policies considered particularly significant.
(A) USE OF ESTIMATES:
In preparing financial statements in accordance with accounting
principles generally accepted in the United States of America,
management makes certain estimates and assumptions, where applicable,
that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. While actual results could differ
from those estimates, management does not expect such variances, if
any, to have a material effect on the financial statements.
(B) STATEMENTS OF CASH FLOWS:
For purposes of the statements of cash flows the Company considers all
highly liquid investments purchased/acquired with a remaining maturity
of three months or less to be cash equivalents.
(C) FAIR VALUE:
The Company's financial instruments currently consist of cash and cash
equivalents and accounts payable. The recorded values of cash and cash
equivalents and accounts payable approximate their fair values based on
their short-term nature.
(D) FIXED ASSETS:
Fixed assets are recorded at cost. Depreciation and amortization are
provided on a straight-line basis over 5 years.
F-7
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(E) DEFERRED OFFERING COSTS:
The Company, in connection with an offering ("the Offering") of its
securities, has incurred certain costs which have been deferred and
which will be charged against the proceeds upon completion of the
Offering or charged to expense in the event the Offering is not
completed.
(F) REVENUE RECOGNITION:
The Company recognizes revenue at the time that all services have been
substantially completed. The Company has received equity securities in
certain entities as payments for services provided to these entities.
Some of these entities are privately owned, newly formed and have no
operating history. Since there is no assurance that these securities
are marketable, the Company has not recognized any revenue upon
receipt. Revenue will be recorded at the time the securities are
determined to have a monetary value. The Company also receives
restricted securities in publicly traded entities. In such instances,
revenue is recorded with a discount of 75% from the market value at the
time of receipt. At the time that such securities are sold in the
public market, the Company recognizes any resulting gain and/or loss.
(G) INCOME TAXES:
The asset and liability method is used in accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized
for operating loss and tax credit carry forwards and for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the
period that includes the enactment date. A valuation allowance is
recorded to reduce the carrying amounts of deferred tax assets unless
it is more likely than not that such assets will be realized.
(H) LOSS PER COMMON SHARE:
Loss per common share was calculated by dividing the net loss by the
weighted average number of shares outstanding for each period
presented.
(I) INVESTMENTS/STATEMENT OF COMPREHENSIVE INCOME:
Investments in debt and equity securities are classified as
available-for-sale, held-to-maturity or as part of a trading portfolio
in accordance with the provisions of SFAS 115. As of December 31, 2003
and 2002, the Company had no significant investments in securities
classified as either held-to-maturity or trading. Securities classified
as available-for-sale are carried at fair value and their unrealized
gains and losses, net of tax, are reported as accumulated other
comprehensive income (loss) as a separate component of shareholders'
equity until realized.
Other comprehensive income items under SFAS 130 are transactions
recorded in shareholders' equity during the year, excluding net income
and transactions with shareholders.
F-8
NOTE 3 - DUE TO OFFICER:
The Company had received non-interest bearing advances from its
officer/major shareholder in order to fund its operations. As of
December 31, 2002, such advances aggregated $195. The Company repaid
this advance in 2003.
As of December 31, 2003, the Company was indebted to this officer in
the amount of $42,026, which represents unpaid payroll.
NOTE 4 - SHAREHOLDERS' EQUITY:
In 1999, subsequent to inception, the Company issued 5,200,000 shares
of its common stock for $520.
During 2002, the Company issued 500,000 shares of common stock at a per
share price of $1.00, receiving $392,500 in net cash proceeds. The
Company also issued 10,000 shares of common stock in lieu of payment of
professional fees aggregating $10,000.
In 2003 the Company issued 20,000 shares of common stock in lieu of
payment of consulting fees aggregating $20,000.
On February 12, 2004, the Company's registration statement for an
initial public offering of its common stock was declared effective. The
Company intends to offer 2,500,000 shares of common stock, at $1.00 per
share, which includes 500,000 shares of common stock offered by a
selling stockholder. The Company will not receive any proceeds from the
sale of the shares of common stock being offered by the selling
shareholder. The shares of Company common stock will be offered and
sold on a self-underwritten basis by using Company officers, directors,
participating licensed broker-dealers or in private transactions.
NOTE 5 - INCOME TAXES:
2003 2002
--------- ---------
Deferred tax assets and liabilities consist of the following:
DEFERRED TAX ASSETS:
Net operating loss carry forwards $ 127,000 $ 47,745
Less valuation allowance (127,000) (47,745)
--------- ---------
$ -- $ --
========= =========
No provision for Federal and state income taxes has been recorded since the
Company has incurred losses since inception. Deferred tax assets at December 31,
2003, consist primarily of the tax effect of net operating losses that expire in
years beginning in 2011 and which amounts to approximately $370,000 at December
31, 2003. The Company has provided a 100% valuation allowance on the deferred
tax assets at December 31, 2003, to reduce such asset to zero, since there is no
assurance that the Company will generate future taxable income to utilize such
asset. Management will review this valuation allowance periodically and make
adjustments as warranted.
F-9
NOTE 6 - COMMITMENTS:
LEASE:
Effective December 1, 2002 the Company entered into a lease for office
space and ancillary services. This lease requires monthly payments of
$1,250 and has an initial term of 12 months. This lease has been
extended for an additional 12-month period.
EMPLOYMENT AGREEMENTS:
On January 1, 2003, the Company entered into an employment agreement
with its Chief Executive Officer and Chairman of the Board, for a term
of two (2) years commencing on such date, providing for an annual
salary of $90,000. In addition to his annual salary, this officer has
the right to participate in any share option plan, share purchase plan,
retirement plan or similar plan offer by the Company, to the xtent
authorized by the Board.
F-10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.
CORPORATE ROAD SHOW.COM INC.
By: /s/ FRANK FERRARO
-----------------------------------
FRANK FERRARO
Chairman, Principal Financial Officer,
Chief Accounting Officer and Chief Executive Officer
Dated: March 25, 2004
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Frank Ferraro certify that:
1. I have reviewed this annual report on Form 10-KSB of Corporate Road Show.Com
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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date with 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I have disclosed, based on our 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 and 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 annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Dated: March 25, 2004
/s/ Frank Ferraro
-----------------------------
Frank Ferraro
Chief Executive Officer
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Frank Ferraro certify that:
1. I have reviewed this annual report on Form 10-KSB of Corporate Road Show.Com
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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date with 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I have disclosed, based on our 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 and 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 annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Dated: March 25, 2004
/s/ Frank Ferraro
-----------------------------
Frank Ferraro
Chief Financial Officer