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 December 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)
(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 February 13, 2004
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements of Buy It Cheap.com, Inc.
Balance Sheet as of December 31, 2003 and June 30, 2003.
Statements of Loss (unaudited) for the three and six month
periods ended December 31, 2003 and 2002 and for
the period July 19, 1999 to December 31, 2003.
Statements of Cash Flows (unaudited) for the six months
ended December 31, 2003 and 2002 and for the period
July 19, 1999 to December 31, 2003.
Notes to Financial Statements
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Balance Sheets
As of
December 31, 2003 June 30, 2003
(unaudited)
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Assets
Current assets:
Cash $ 192 $ 563
Other current assets 1,000 1,000
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Total current assets 1,192 1,563
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Property and equipment, net of depreciation 1,188 1,781
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Total assets $ 2,380 $ 3,344
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Liabilities and Equity
Current liabilities:
Accounts payable $ 155,854 $ 153,944
Due to officers and directors 5,559 5,559
Convertible note payable 16,198 16,198
Due to stockholder 26,000 20,000
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Total current liabilities 203,611 195,701
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Total liabilities 203,611 195,701
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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 9,190 9,190
Paid in capital 787,140 787,140
Treasury stock (751,100) (751,100)
Deficit accumulated during
the development stage (246,471) (237,597)
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Total Stockholders' equity (201,231) (192,357)
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Total Liabilities and Equity $ 2,380 $ 3,344
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See Notes to the Financial Statements
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Statements of Loss
(unaudited)
Cumulative
for the
For the three months For the six months period
ended ended July 19, 1999
December 31, December 31, to
2003 2002 2003 2002 December 31, 2003
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Sales Revenues $ - $ - $ - $ - $ -
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Direct operating costs 416 491 1,113 1,166 24,499
General and
administrative
expenses 3,437 6,995 7,762 14,847 221,972
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Total expenses 3,853 7,486 8,875 16,013 246,471
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Net loss $ (3,853) $ (7,486) $ (8,875) $ (16,013) $ (246,471)
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Weighted average
number of shares
Outstanding 9,040,582 9,040,582 9,040,582 9,040,582
=========================================================
Net loss per share $ - $ - $ - $ -
========================================================
See Notes to Financial Statements
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative
For the from July 19,
six months ended 1999 to
December 31, December 31,
2003 2002 2003
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Cash flows from operating activities:-
Net loss $ (8,875) $ (16,013) $ (246,471)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization 594 5,982 37,089
Changes in assets and liabilities
Other current assets - - (1,000)
Accounts payable 1,910 (6,572) 20,922
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Net cash used by operating activities (6,371) (16,603) (189,460)
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Cash flows from investing activities
Purchase of property and equipment - - (23,275)
Cash acquired - - 1,927
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- - (21,348)
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Cash flows from financing activities:
Sale of Common stock - - 185,000
Loan from stockholder 6,000 20,000 26,000
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6,000 20,000 211,000
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Net increase (decrease) in cash (371) 3,397 192
Cash at beginning of period 563 6,371 -
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Cash at end of period $ 192 $ 9,768 $ 192
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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 six
month periods ended December 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 six month periods ended December
31, 2003 are not necessarily indicative of the results of operations to be
expected for the fiscal year ending June 30, 2004. 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, 2003, 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 and six month
periods December 31, 2003 and 2002. 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 $6,000 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
planned to 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 as of December 31, 2003. 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
31. Rule 13a-14(a) Certification
32. Rule 13a-14(a) Certification
(b) Current Reports on Form 8-K filed during the quarter ended
December 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.
________________________
Date: February 16, 2004 Signature
Stephen E. Roman, Jr.
Vice President and Principal
Accounting Officer
* * * * *
EXHIBIT 31: Rule 13a-14(a)CERTIFICATION
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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer'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
small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation;
and
c) Disclosed in this report any change in the small business issuer's
internal controls over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal controls over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal controls over financial reporting.
Date: February 16, 2004 /s/ Anthony J. Consi
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Anthony J. Consi, Chief Executive Officer
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 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer'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
small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation;
and
c) Disclosed in this report any change in the small business issuer's
internal controls over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal controls over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal controls over financial reporting.
Date: February 16, 2004 /s/ Stephen E. Roman, Jr.
---------------------------
Stephen E. Roman, Jr.,
Chief Financial Officer
* * * * *
EXHIBIT 32: Rule 13a-14(b) 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.
February 16, 2004 /s/ Anthony J. Consi
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Anthony J. Consi
(Chief executive officer)
/s/ Stephen E. Roman, Jr.
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Stephen E. Roman, Jr.
(Chief financial officer)