UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER: 333-104815
CORPORATE ROAD SHOW.COM, INC..
(Exact name of registrant as specified on its charter)
NEW YORK 11-3516358
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
80 ORVILLE DRIVE, SUITE 100
BOHEMIA, NEW YORK 11716
(Address of principle executive offices)
(631) 244 1555
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report)
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 past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: 5,785,400 shares issued and
outstanding as of March 31, 2004.
CORPORATE ROAD SHOW.COM, INC.
INDEX
PAGE(S)
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets - March 31, 2004 (unaudited) and December 31, 2003 3.
Statements of Operations -Three Months Ended March 31, 2004 and 2003 (unaudited) 4.
Statements of Cash Flows - Three Months Ended March 31, 2004 and 2003 (unaudited) 5.
Notes to Interim Financial Statements (unaudited) 6.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7.
Item 3. Controls and Procedures
PART II OTHER INFORMATION
Signatures
Exhibits
See accompanying notes.
PART 1 - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CORPORATE ROAD SHOW.COM, INC.
BALANCE SHEETS
March 31, December 31,
2004 2003
--------- ---------
(UNAUDITED)
- ASSETS -
CURRENT ASSETS:
Cash $ 12,604 $ 16,775
Accounts receivable 10,000 --
Prepaid expenses 3,191 3,061
--------- ---------
TOTAL CURRENT ASSETS 25,795 19,836
--------- ---------
EQUIPMENT, at cost less accumulated depreciation of $4,650
and $3,828 for 2004 and 2003, respectively 11,776 12,598
--------- ---------
OTHER ASSETS:
Deferred offering costs 66,513 61,120
Other assets 1,800 1,800
Investments - available-for-sale securities 19,025 24,625
--------- ---------
87,338 87,545
--------- ---------
$ 124,909 $ 119,979
========= =========
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,368 $ 1,080
Payroll taxes withheld 6,244 3,743
Due to officer 57,826 42,026
--------- ---------
TOTAL CURRENT LIABILITIES 65,438 46,849
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.0001 par value; 20,000,000 shares authorized,
5,785,400 and 5,730,000 shares issued and outstanding in
2004 and 2003, respectively 579 573
Additional paid-in capital 500,403 485,447
Accumulated deficit (400,712) (374,340)
Accumulated other comprehensive income (loss) (40,799) (38,550)
--------- ---------
59,471 73,130
--------- ---------
$ 124,909 $ 119,979
========= =========
See accompanying notes.
Page 3.
CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS
ENDED MARCH 31,
---------------------------
2004 2003
----------- -----------
REVENUES:
Fees for services $ 38,000 $ 17,245
Gain on sale of securities 3,301 --
----------- -----------
41,301 17,245
----------- -----------
COSTS AND EXPENSES:
Production costs 3,496 600
Computer expenses 645 451
Compensation expense 22,500 35,760
Advertising and promotion 2,767 21,284
Professional fees 21,863 30,435
Other expenses 16,402 14,516
----------- -----------
67,673 103,046
----------- -----------
NET (LOSS) $ (26,372) $ (85,801)
=========== ===========
(LOSS) PER SHARE:
Basic and diluted $ (0.00) $ (.01)
=========== ===========
Weighted average number of common shares outstanding 5,390,689 5,723,333
=========== ===========
See accompanying notes.
Page 4.
CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS
ENDED MARCH 31,
-----------------------
2004 2003
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (26,372) $ (85,801)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation 822 664
Gain on sale of investments 3,301 --
Compensatory shares 14,562 20,000
Changes in assets and liabilities:
Prepaid expenses (130) (772)
Accounts payable and accrued expenses 288 (2,017)
Payroll taxes payable 2,501 (227)
Due to officer 15,800 --
--------- ---------
Net cash provided (used) by operating activities 10,772 (68,153)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment -- (6,339)
Investments held for sale (21,419) (14,745)
Proceeds from sale of investments 11,469 --
--------- ---------
Net cash (used) by investing activities (9,950) (21,084)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment of officer's loans -- (195)
Offering costs (5,393) (10,000)
Sale of equity units 400 --
--------- ---------
Net cash (used) by financing activities (4,993) (10,195)
--------- ---------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (4,171) (99,432)
Cash and cash equivalents - beginning of period 16,775 234,044
--------- ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 12,604 $ 134,612
========= =========
SUPPLEMENTAL INFORMATION:
During the quarter ended March 31, 2004 the Company issued 55,000 shares of
common stock in lieu of payment of legal fees aggregating $14,562.
See accompanying notes.
Page 5.
CORPORATE ROAD SHOW.COM, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
MARCH 31, 2004
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.
In the opinion of management, the accompanying unaudited interim
financial statements of Corporate Road Show.Com, Inc., contain all
adjustments (consisting of normal recurring accruals and adjustments)
considered necessary to present fairly the Company's financial position
as of March 31, 2004 and the results of its operations and its cash
flows for the three months ended March 31, 2004. Operating results for
the three months ended March 31, 2004 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2004.
The accounting policies followed by the Company are set forth in Note 2
to the Company's financial statements included in its annual report on
Form 10-KSB for the year ended December 31, 2003, which is incorporated
herein by reference. Specific reference is made to this report for a
description of the Company's securities and the notes to financial
statements included therein. The accompanying unaudited interim
condensed financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to
Form 10-QSB. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in
the United States of America.
The Company, since its inception, has incurred net losses of $400,712
and at March 31, 2004, current liabilities exceeded current assets by
$39,643. As of December 31, 2003, net losses aggregated $374,340 and
current liabilities exceeded current assets by $27,013. Accordingly,
the Company's auditors issued a going concern qualification on the
December 31, 2003 financial statements. 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.
NOTE 2 - DUE TO OFFICER:
As of March 31, 2004, the Company was indebted to its officer/major
shareholder in the amount of $57,826, which represents unpaid payroll.
NOTE 3 - SHAREHOLDERS' EQUITY:
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 shareholder. 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.
Page 6.
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
The following discussion should be read in conjunction with the unaudited
condensed financial statements and notes thereto set forth in Item 1 of this
Quarterly Report. In addition to historical information, this discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions, which could cause actual results to differ materially from
management's expectations. Factors that could cause differences include, but are
not limited to, expected market demand for the Company's services, fluctuations
in pricing for products distributed by the Company and services offered by
competitors, as well as general conditions of the telecommunications
marketplace.
Some of the information in this Form 10-QSB contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:
o discuss our future expectations;
o contain projections of our future results of operations or of our
financial condition; and
o state other "forward-looking" information.
We believe it is important to communicate our expectations. However, there may
be events in the future that we are not able to accurately predict or over which
we have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth in our filings with the
Securities and Exchange Commission.
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.
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 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.
Page 7.
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED):
THREE MONTHS ENDED MARCH 31, 2004 AND 2003:
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 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 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 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 realized for the three-month period ended March 31, 2004 was $41,301 as
compared to $17,245 for the same period of the previous year. This increase of
$24,056 or 139% is a direct result of our improved marketing efforts. Revenues
earned in the March 2004 three-month period include $38,000 in cash proceeds
from the sale of investments received for services rendered during the current
quarter.
Operating expenses decreased by $35,373 from $103,046 for the three-months ended
March 31, 2003 to $67,673 for the 2004 period. Payroll accounted for $13,260 of
this decrease as a result of the termination of an employee. We also experienced
a reduction in professional fees of $8,572 when comparing the three-month period
ended March 31, 2004 to the same period in 2003. In 2003, we produced a
marketing brochure and incurred advertising expenses in the aggregate amount of
$21,284 compared to minimal expense of $2,767 in 2004.
As a result of the above, the net loss for the three-month period ended March
31, 2004 was $26,372 or $0.00 per share, compared to a net loss of $85,801 or
$0.01 for the similar period in 2003.
LIQUIDITY AND CAPITAL RESOURCES:
As of March 31, 2004, we reflected negative working capital of $39,643 and our
current ratio was 0.39 to 1. At December 31, 2003, we had negative working
capital of $27,013 and our current ratio was 0.42 to 1.
During 2004, we generated cash from operations of $10,772 primarily as a result
of our net loss of $26,372 adjusted for compensatory shares of $14,562 and
amounts (primarily payroll) not paid to our officer of $15,800. For the 2003
year we utilized $68,153 in cash for operations. During 2003, we used $4,993 for
financing activities, primarily for costs associated with our anticipated sale
of common stock compared to $10,000 expended for similar reasons in the prior
year.
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 March 31, 2004, the unrealized loss of all securities received as
compensation and held for sale aggregated $40,799 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
our statement of operations. The increase or decrease in these investment
securities is shown in investing activities on the statement of cash flows.
Page 8.
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED):
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.
ITEM 3. - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:
As of March 31, 2004, the Company's management carried out an evaluation, under
the supervision of the Company's Chief Executive Officer/Chief Financial Officer
of the effectiveness of the design and operation of the Company's system of
disclosure controls and procedures pursuant to the Securities and Exchange Act ,
Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that
evaluation, the Chief Executive Officer/Chief Financial Officer concluded that
the Company's disclosure controls and procedures were effective, as of the date
of this evaluation, for the purposes of recording, processing, summarizing and
timely reporting material information required to be disclosed in reports filed
by the Company under the Securities Exchange Act of 1934.
CHANGES IN INTERNAL CONTROLS:
There were no changes in internal controls over financial reporting, known to
the Chief Executive Officer/Chief Financial Officer that occurred during the
period covered by this report that has materially affected, or is likely to
materially effect, the Company's internal control over financial reporting.
Page 9.
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibit Index
Exhibit 31.1 Certification of President and Principal Financial Officer
Exhibit 32.2 Certification of Chief Financial Officer and Chief Executive
Officer
b. Reports on Form 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CORPORATE ROAD SHOW.COM INC.
/s/ Frank Ferraro
-----------------------
Name: Frank Ferraro
Title: President, Chief Financial Officer and Chairman of the Board
Date: May 19, 2004
Page 10.