SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to _____________
Commission file number 000-13337
Buy It Cheap.com, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 22-2497491
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1800 Bloomsbury Avenue, Ocean, NJ 07712
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(Address of principal executive offices)
732-922-3355
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
9,040,582 shares of Common Stock,
$ .001 par value per share, at April 24, 2003.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements of Buy It Cheap.com, Inc.
Balance Sheet as of March 31, 2003 and June 30, 2002.
Statements of Loss (unaudited) for the three and nine month
periods ended March 31, 2003 and March 31, 2002 and the
period July 19, 1999 to March 31, 2003.
Statements of Cash Flows (unaudited) for the nine months ended
March 31, 2003 and 2002 and for the period July 19, 1999 to
March 31, 2003.
Notes to Financial Statements
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Balance Sheets
As of
March 31, 2003 June 30, 2002
Assets (unaudited)
Current assets:
Cash $ 4,642 $ 6,371
Other current assets 1,000 1,000
------- -------
Total current assets 5,642 7,371
------- -------
Investment in and net advances to joint
venture 620,535 620,535
Reserve against investment in and net
advances to joint venture (620,535) (620,535)
Property and equipment, net of depreciation 2,078 8,358
------- -------
Total assets $ 7,720 $ 15,729
======= =======
Liabilities and Equity
Current liabilities:
Accounts payable $ 148,557 $ 154,944
Due to officers and directors 5,559 5,559
Convertible note payable 16,198 16,198
Due to stockholder 20,000 -
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Total current liabilities 190,314 176,701
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Total liabilities 190,314 176,701
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Stockholders' equity:
Preferred stock - Series C, $.001 par
Authorized - 2,000,000 shares
Issued and outstanding - 10,000 shares 10 10
Common stock - $.001 par
Authorized - 20,000,000 shares
Issued and outstanding - 9,190,802 shares
issued and 9,040,582 shares outstanding 9,191 9,191
Paid in capital 787,140 787,140
Treasury stock (751,100) (751,100)
Deficit accumulated during the development
stage (227,835) (206,213)
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Total stockholders' equity (182,594) (160,972)
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Total Liabilities and Equity $ 7,720 $ 15,729
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See Notes to the Financial Statements
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Statements of Loss
(Unaudited)
For the For the Cumulative
three months nine months for the
ended ended period
March 31, March 31, July 19, 1999 to
2003 2002 2003 2002 Mar. 31, 2003
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Sales Revenues $ - $ - $ - $ - $ -
------- ------- ------- ------- -------
Direct operating costs 1,035 450 2,201 2,735 22,757
General and
administrative expenses 4,574 9,898 19,421 39,143 205,078
------- ------- ------ ------- -------
Total expenses 5,609 10,348 21,622 41,878 227,835
------- ------- ------ ------- -------
Net loss $ (5,609) $(12,673) $(21,622) $(41,878) $(227,835)
======= ======= ====== ======= =======
Net loss per share $ - $ - $ - $ -
======= ======= ====== =======
See Notes to Financial Statements
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative
from July 19,
For the nine months ended 1999 to
March 31, March 31,
2003 2002 2003
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Cash flows from operating activities:
Net loss $(21,622) $(31,530) $(227,835)
Adjustments to reconcile net
loss to net cash used
by operating activities:
Depreciation and amortization 6,280 5,982 39,189
Changes in assets and liabilities
Other current assets - - (1,000)
Accounts payable (6,387) (19,088) 10,636
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Net cash used by operating
activities (21,729) (44,636) (179,010)
------- ------- --------
Cash flows from investing activities:
Purchase of property and equipment - - (23,275)
Decrease in amount due from
officers/directors - 28,790 -
Cash acquired - - 1,927
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- 28,790 (21,348)
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Cash flows from financing activities:
Sale of Common stock - 20,000 185,000
Loan from stockholder 20,000 - 20,000
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20,000 20,000 205,000
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Net increase (decrease) in cash (1,729) 4,154 4,642
Cash at beginning of period 6,371 12,452 -
------- ------- --------
Cash at end of period $ 4,642 $ 16,606 $ 4,642
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Liabilities assumed in the acquisition of Northeast (USA) Corp.
for common stock $(190,957)
Accounts payable satisfied by issuance of common stock and
convertible note payable 32,395
Software costs financed by issuance of common stock 15,000
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$(123,562)
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See Notes to Financial Statements
Buy It Cheap.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Summary of Significant Accounting Policies
Basis of Presentation
The interim financial statements included in this report have been prepared
by Buy It Cheap.com, Inc. (the "Company") without audit in accordance with
generally accepted accounting principles and pursuant to the rules and
regulations of the Securities and Exchange Commission for interim financial
information. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading.
In the opinion of management, the information furnished for the three and
nine month periods ended March 31, 2003 and 2002 includes all adjustments,
consisting solely of normal recurring accruals, necessary for a fair
presentation of the financial results for the respective interim periods.
The results of operations for the three and nine month periods ended March
31, 2003 are not necessarily indicative of the results of operations to be
expected for the fiscal year ending June 30, 2003. It is suggested that the
interim financial statements be read in conjunction with the audited
financial statements of the Company for the year ended June 30, 2002, as
filed with the Securities and Exchange Commission on Form 10-KSB.
Net Loss Per Common Share
The weighted average number of common shares outstanding used in computing
net loss per common share was 9,040,582 for each of the three month periods
March 31, 2003 and 2002, and 9,040,582 and 8,972,622 shares for the nine
month periods ended March 31, 2003 and 2002 respectively. The weighted
average number of common shares used in computing the net loss per common
share does not include any shares issuable upon the assumed conversion of
the preferred stock since the effect would be anti-dilutive.
Due to Stockholder
During the current fiscal year, a stockholder made a $20,000 advance to the
Company. The characterization of the advance and its use by the Company has
not yet been determined.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company entered the Internet retailing business through the formation
of a separate entity by two of its directors. The new entity was able to raise
limited start-up capital for an Internet retailing business. For accounting
purposes, the combination of the two companies was treated as an acquistion
of the Company by this new entity. Subsequent to the completion of this
acquisition the Company changed its name to Buy It Cheap.com, Inc. and
commenced an Internet retailing operation under the website "Buyitcheap.com."
The Company must still arrange settlement of its liabilities and raise
substantial new investment capital in order to effectively develop this
business.
Financial and Operating Plan for the Next 12 Months
The Company plans to operate over the next 12 months with little overhead
consisting primarily of office rental, transfer agent fees, web hosting and
professional fees. No salaries or wages are currently paid. While the Company
is currently readying its website, it cannot predict with certainty when the
site will be fully operational. Until there is positive cash flow from its
Internet business, or the Company is able to raise a substantial amount of
new capital, there will be few, if any paid employees. The Company plans that
sales transactions, for the most part, will be handled automatically over the
Internet requiring little labor or office space requirements. The Company
believes it can become a viable business within 12 months of the actual start
of operations (subject to the outcome of previously described legal
proceedings) if it is able to raise additional capital. The objective of the
Company will be to establish the viability necessary to attract substantial
new investment capital to expand its business.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB contains forward-looking statements
within the meaning of the Private Securities Litigation Act of 1995 and
Section 21E of the Securities Exchange Act of 1934, as amended, that are
based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. The
Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is making this cautionary
statement in connection with such safe harbor provisions. When used in this
Quarterly Report on Form 10-QSB, the words "estimate," "project," "believe,"
"anticipate," "intend," "expect," "plan," "predict," "may," "should," "will,"
the negative thereof and similar expressions are intended to identify forward-
looking statements.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of
which might not even be anticipated. Future events and actual results,
financial and otherwise, could differ materially from those set forth in or
contemplated by the forward-looking statements contained herein. Important
factors that could contribute to such differences include, but are not
limited to, the fact that the Company is in the early stages of developing
its Internet retailing business, the Company's dependence on growth of the
Internet, rapid technological changes in the market, the effect of
substantial competition in the Internet retail market, the effect of changes
in governmental regulation of the Internet and the effect of general economic
and market conditions. Other factors may be described from time to time in
the Company's other filings with the Securities and Exchange Commission, news
releases and other communications. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. The Company does not undertake any obligation to release publicly
any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Item 3. Controls and Procedures
Anthony J. Consi, our Chief Executive Officer, and Stephen E. Roman,
Jr., our Chief Financial Officer, performed an evaluation of the Company's
disclosure controls and procedures within 90 days prior to the filing date of
this report. Based on their evaluation, they concluded that the controls
and procedures in place are sufficient to assure that material information
concerning the Company which could affect the disclosures in the Company's
quarterly and annual reports is made known to them by the other officers and
employees of the Company, and that the communications occur with promptness
sufficient to assure the inclusion of the information in the then-current
report.
There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect those controls subsequent
to the date on which Messrs. Consi and Roman performed their evaluation.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
99. Section 906 Certification
(b) Current Reports on Form 8-K filed during the quarter ended
March 31, 2003
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.
BUY IT CHEAP.COM, INC.
/s/ Stephen E. Roman, Jr.
Date: May 15, 2003 ----------------------------
Stephen E. Roman, Jr.
Vice President and Principal
Accounting Officer
CERTIFICATION FOR 10-QSB
I, Anthony J. Consi, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Buy It Cheap.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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are 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 quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and 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 any material weaknesses 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. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15, 2003
/s/ Anthony J. Consi
_______________________
Anthony J. Consi
President and CEO.
CERTIFICATION FOR 10-QSB
I, Stephen E. Roman, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Buy It Cheap.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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are 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 quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and 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 any material weaknesses 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. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date:
/s/ Stephen E. Roman, Jr.
---------------------------
Stephen E. Roman, Jr.
Vice President and CFO.
EXHIBIT 99; SECTION 906 CERTIFICATION
The undersigned officers certify that this report fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, and
that the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of Buy It
Cheap.com, Inc.
A signed original of this written statement required by Section 906 has been
provided to Buy It Cheap.com, Inc. and will be retained by Buy It Cheap.com,
Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.
/s/ Anthony Consi
May 15, 2003 ------------------------
Anthony Consi
(Chief Executive Officer)
/s/ Stephen E. Roman, Jr.
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Stephen E. Roman, Jr.
(Chief Financial Officer)