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 September 30, 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 |X| 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: [289,780,000] shares issued
and outstanding as of September 30, 2004
CORPORATE ROAD SHOW.COM, INC.
INDEX
PAGE(S)
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets - September 30, 2004 (unaudited) and December 31, 2003 3.
Statements of Operations - Nine and Three Months Ended September 30, 2004 and 2003 (unaudited) 4.
Statements of Cash Flows - Nine Months Ended September 30, 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 8.
Item 3. Controls and Procedures 10.
PART II OTHER INFORMATION 11.
Signatures 12.
Exhibits
PART 1 - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CORPORATE ROAD SHOW.COM, INC.
BALANCE SHEETS
September 30, December 31,
2004 2003
--------- ---------
(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash $ 5,466 $ 16,775
Prepaid expenses 1,586 3,061
--------- ---------
TOTAL CURRENT ASSETS 7,052 19,836
--------- ---------
EQUIPMENT, at cost less accumulated depreciation of $6,292 and $3,828 for 2004 and 2003,
respectively 10,134 12,598
--------- ---------
OTHER ASSETS:
Deferred offering costs 58,938 61,120
Other assets 1,800 1,800
Investments - available-for-sale securities -- 24,625
--------- ---------
60,738 87,545
--------- ---------
$ 77,924 $ 119,979
========= =========
- LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)-
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 2,218 $ 1,080
Payroll taxes withheld 5,870 3,743
Due to officer 93,533 42,026
--------- ---------
TOTAL CURRENT LIABILITIES 101,621 46,849
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.0001 par value; 500,000,000 shares authorized, 289,780,000 and 286,500,000
shares issued and outstanding in 2004 and 2003, respectively 28,978 573
Additional paid-in capital 515,067 485,447
Accumulated deficit (554,697) (374,340)
Accumulated other comprehensive (loss) (13,045) (38,550)
--------- ---------
(23,697) 73,130
--------- ---------
$ 77,924 $ 119,979
========= =========
See accompanying notes.
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CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF OPERATIONS
(unaudited)
For The Nine Months For The Three Months Ended
Ended September 30, September 30,
------------------------------ ------------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
REVENUES:
Fees for services $ 53,500 $ 55,041 $ 8,500 $ 26,546
(Loss) on sale of securities (5,695) -- (16,390) --
------------- ------------- ------------- -------------
47,805 55,041 (7,890) 26,546
------------- ------------- ------------- -------------
COSTS AND EXPENSES:
Production costs 6,196 2,600 1,800 1,500
Computer expenses 5,748 1,253 2,834 802
Compensation expense 67,500 110,720 24,300 35,000
Advertising and promotion 7,178 27,332 2,605 1,823
Professional fees 90,903 37,220 53,639 6,100
Other expenses 50,637 52,711 20,751 19,133
------------- ------------- ------------- -------------
228,162 231,836 105,929 64,358
------------- ------------- ------------- -------------
NET (LOSS) $ (180,357) $ (176,795) $ (113,819) $ (37,812)
============= ============= ============= =============
(LOSS) PER SHARE:
Basic and diluted $ -- $ -- $ -- $ --
============= ============= ============= =============
Weighted average number of common shares outstanding 287,046,667 286,388,889 288,140,000 186,500,000
============= ============= ============= =============
See accompanying notes.
Page 4
CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
For The Nine Months Ended
September 30,
2004 2003
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(180,357) $(176,795)
Adjustments to reconcile net loss to net cash (used) by operating activities:
Depreciation 2,464 2,307
Gain on sale of investments (5,695) (18,994)
Compensatory shares 61,000 20,000
Changes in assets and liabilities:
Prepaid expenses 1,475 (2,121)
Accounts payable and accrued expenses 1,138 (27,264)
Payroll taxes payable 2,127 (692)
Due to officer 51,507 --
--------- ---------
Net cash (used) by operating activities (66,341) (149,031)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment -- (7,868)
Investments held for sale 4,327 (30,144)
Proceeds from sale of investments 46,105 20,343
--------- ---------
Net cash provided (used) by investing activities 50,432 (17,669)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment of officer's loans -- (195)
Offering costs -- (46,120)
Sale of equity units 4,600 --
--------- ---------
Net cash provided (used) by financing activities 4,600 (46,315)
--------- ---------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (11,309) (213,015)
Cash and cash equivalents - beginning of period 16,775 234,044
--------- ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 5,466 $ 21,029
========= =========
SUPPLEMENTAL INFORMATION:
During the period ended September 30, 2004 the Company issued 3,050,000 shares
of common stock in lieu of payment of legal fees and other expenses aggregating
$61,000.
See accompanying notes.
Page 5
CORPORATE ROAD SHOW.COM, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(unaudited)
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 September 30, 2004 and the results of its
operations and its cash flows for the nine months ended September
30, 2004. Operating results for the nine months ended September
30, 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
$554,697 and at September 30, 2004, current liabilities exceeded
current assets by $94,569. 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. Unless the Company can obtain additional financing,
the Company may be unable to continue in existence.
NOTE 2 - DUE TO OFFICER:
As of September 30, 2004, the Company was indebted to its
officer/major shareholder in the amount of $93,533, 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.
Page 6
CORPORATE ROAD SHOW.COM, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(unaudited)
NOTE 3 - SHAREHOLDERS' EQUITY (CONT'D):
The shares of Company common stock were offered and sold on a
self-underwritten basis by using Company officers. Such offering
was closed on August 19, 2004.
In September 2004, the Company amended its Certificate of
Incorporation to increase the authorized number of shares of
common stock from 20,000,000 to 500,000,000 and effected a 50 for
1 forward split of its common stock. As a result, common stock was
increased by $28,398 with a corresponding decrease to additional
paid-in capital. All per-share amounts have been retroactively
adjusted for all periods presented to reflect the 50 for 1 forward
stock split.
During the quarter ended September, the Company issued 230,000
post split shares and received $4,600 in cash proceeds. The
Company also issued 3,050,000 post split shares in lieu of payment
of legal and other consulting fees aggregating $61,000.
Page 7
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 8
Nine Months Ended September 30, 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.
Fees earned for services rendered for the nine-month period ended September 30,
2004 was $53,500 as compared to $55,041 for the same period of the previous
year, a minimal decrease of $1,541 or less than 3%. In addition, we realized a
loss on the sale of equity securities of $5,695.
Operating expenses decreased by $3,674 from $231,836 for the nine-months ended
September 30, 2003 to $228,162 for the 2004 period. Payroll decreased by $43,220
as a result of the termination of an employee and professional fees increased by
$53,683 as a result of fees paid to consultants. In 2003, we produced a
marketing brochure and incurred advertising expenses in the aggregate amount of
$27,332 compared to minimal expense of $7,178 in 2004.
As a result of the above, the net loss for the nine-month period ended September
30, 2004 was $180,357 or $0.00 per share, compared to a net loss of $176,795 or
$0.00 per share for the same period in 2003.
Three Months Ended September 30, 2004 and 2003:
Fees earned for services rendered for the three-month period ended September 30,
2004 was $8,500 as compared to $26,546 for the same period of the previous year,
a decrease of $18,046 or 68%. In addition, we realized a loss on the sale of
equity securities of $16,390.
Operating expenses increased by $41,571 from $64,358 for the three-months ended
September 30, 2003 to $105,929 for the 2004 period primarily as a result of
increased professional fees of $47,539 paid to consultants.
As a result of the above, the net loss for the three-month period ended
September 30, 2004 was $113,819 or $0.00 per share, compared to a net loss of
$37,812 or $0.00 for the similar period in 2003.
LIQUIDITY AND CAPITAL RESOURCES:
As of September 30, 2004, we reflected negative working capital of $94,569 and
our current ratio was .07 to 1. At December 31, 2003, we had negative working
capital of $27,013 and our current ratio was .42 to 1.
During 2004, we utilized cash for operations of $66,341 primarily as a result of
our net loss of $180,357 adjusted for compensatory shares valued at $61,000 and
amounts (primarily payroll) not paid to our officer of $51,507. For the 2003
year, we utilized $149,031 in cash for operations. During 2003, we used $46,315
for financing activities, primarily for costs associated with our anticipated
sale of common stock.
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
Page 9
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 September 30, 2004, the unrealized loss of all securities received as
compensation and held for sale aggregated $13,045 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.
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 (see Note 3) 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.
INCREASE OF AUTHORIZED AND FORWARD SPLIT
On September 25, 2004, we amended our Certificate of Incorporation to increase
our authorized number of shares of common stock from 20,000,000 to 500,000,000.
Further, we undertook a 50 for 1 forward split of our common stock thus
resulting in 289,780,000 shares outstanding.
ADDITIONAL BUSINESS LINES
We have assisted companies in trying to find sponsoring brokers/dealers to help
them get listed on the Pink Sheets LLC or the OTC-BB. In 2003 we assisted 2
companies. However, subsequent to the SB-2 effectiveness date we were approached
by a number of companies asking us to help them find a sponsoring dealer, in
which they we're willing to pay us a fee. After some consideration, we realized
the potential benefits to our business by building a relationship with soon to
be public companies and decided to perform the requested service. Further,
although we will continue to focus our efforts on web-based and television
production aspect of our business, if we are approached by companies seeking
assistance in being publicly listed, we will certainly consider providing such a
service to them.
ITEM 3. - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
As of September 30, 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.
Page 10
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 affect, the Company's internal control over financial reporting.
Page 11
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
Exhibit 31.1 Certification of President and Principal Financial
Officer
Exhibit 32.2 Certification of Chief Financial Officer and Chief
Executive Officer
Page 12
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: November 12, 2004
Page 13