UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-QSB
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
Quarterly Period Ended March 31, 2005
[
] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from ______________ to ______________
Commission
file number: 0-18296
NETCHOICE,
INC.
(name of
small business issuer as specified in its charter)
Delaware
62-1265486
(State or
other
jurisdiction
(IRS
Employee Identification No.)
of
incorporation or organization)
1350 E.
Flamingo Road, Suite 688
Las
Vegas, NV 89119
(Address
of principal executive offices)
Issuer's
telephone number, including area code: (702)
376-3373
Environmental
Monitoring & Testing Corporation
______________________________________________________________
(Former
name or former address, 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 Securities and 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 [
]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check
whether the registrant filed all documents and reports required by Section 12,
13, or 15(d) of the Exchange Act after the distribution of securities under a
plan confirmed by a court
Yes [
] No [
]
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number shares outstanding of each of the issuer’s classes of common stock, as of
the latest practicable date: 6,184,000 shares outstanding as of May 11,
2005
Transitional
Small Business Disclosure Format.
(check
one) Yes [ ] No
[X]
NETCHOICE,
INC.
FORM
10-QSB
TABLE OF
CONTENTS
Page
Part I -
FINANCIAL INFORMATION
Item
1. FINANCIAL
STATEMENTS (UNAUDITED)
Item
2. MANAGEMENT
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Item
3. CONTROLS
AND PROCEDURES
Part II -
OTHER INFORMATION
Item
1. LEGAL
PROCEEDINGS
Item
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
Item
3. DEFAULTS
UPON SENIOR SECURITIES
Item
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Item
5. OTHER
INFORMATION
Item
6. EXHIBITS
Signatures
PART I -
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
F- 1 Condensed Balance Sheet as of
March 31, 2005 (unaudited)
F-2
Condensed Statements of Operations for the Six and Three Months
Ended
March 31, 2005 and 2004 (unaudited)
F-3
Condensed Statements of Cash Flow for the Six Months Ended
March 31, 2005 and 2004 (unaudited)
F-4
Notes to Condensed Financial Statements (unaudited)
NETCHOICE, INC.
(FORMERLY ENVIORNMENTAL MONITORING AND TESTING
COPORPORATION)
CONDENSED BALANCE SHEET
MARCH 31, 2005
(UNAUDITED)
|
ASSETS |
|
|
|
| |
|
|
|
|
CURRENT
ASSETS |
|
|
|
|
|
Cash
and cash equivalents |
|
$ |
- |
|
| |
|
|
|
|
|
TOTAL
ASSETS |
|
$ |
- |
|
| |
|
|
|
|
| |
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
| |
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
Accounts
payable and accrued expenses |
|
$ |
252,500 |
|
| |
|
|
|
|
|
Total
Liabilities |
|
|
252,500
|
|
| |
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT) |
|
|
|
|
|
Preferred
Stock Series A, $.001 Par Value; 990,000 shares |
|
|
|
|
|
authorized
and none issued and outstanding |
|
|
-
|
|
|
Preferred
Stock Series B, $.001 Par Value; 9,000,000 shares |
|
|
|
|
|
authorized
and none issued and outstanding |
|
|
-
|
|
|
Preferred
Stock Series C, $.001 Par Value; 10,000 shares |
|
|
|
|
|
authorized
and none issued and outstanding |
|
|
-
|
|
|
Common
Stock $.001 Par Value; 90,000,000 shares |
|
|
|
|
|
authorized
and 6,184,000 shares issued and |
|
|
|
|
|
3,785,183
shares outstanding |
|
|
6,184
|
|
|
Additional
Paid-in Capital |
|
|
2,034,139
|
|
|
Accumulated
Deficit |
|
|
(2,071,518 |
) |
| |
|
|
(31,195 |
) |
|
Less:
Treasury stock (2,398,817 shares at cost) |
|
|
(221,305 |
) |
| |
|
|
|
|
|
Total
Stockholders' Equity (Deficit) |
|
|
(252,500 |
) |
| |
|
|
|
|
|
TOTAL
LIABILITIES AND |
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT) |
|
$ |
- |
|
The accompanying notes are an integral part of these condensed
financial statements.
NETCHOICE,
INC.
(FORMERLY ENVIRONMENTAL MONITORING AND TESTING
CORPORATION)
CONDENSED STATEMENTS OF
OPERATIONS
FOR THE SIX AND THREE MONTHS ENDED MARCH 31,
2005 AND 2004
(UNAUDITED)
| |
|
For
the Six Months Ended |
|
|
|
For
the Three Months Ended |
|
|
|
| |
|
March
31, |
|
|
|
March
31, |
|
|
|
| |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
| |
|
|
|
|
|
|
|
|
|
|
OPERATING
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses |
|
|
7,500
|
|
|
26,407
|
|
|
3,750
|
|
|
0
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS BEFORE PROVISION FOR INCOME TAXES |
|
|
(7,500 |
) |
|
(26,407 |
) |
|
(3,750 |
) |
|
0 |
|
|
Provision
for Income Taxes |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS APPLICABLE TO COMMON SHARES |
|
$ |
(7,500 |
) |
$ |
(26,407 |
) |
$ |
(3,750 |
) |
$ |
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER BASIC AND DILUTED SHARES |
|
$ |
(0.00 |
) |
$ |
(0.01 |
) |
$ |
(0.00 |
) |
$ |
0.00 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES
OUTSTANDING |
|
|
3,785,183
|
|
|
3,785,183
|
|
|
3,785,183
|
|
|
3,785,183
|
|
The accompanying notes are an integral part of these condensed
financial statements.
NETCHOICE, INC.
(FORMERLY ENVIRONMENTAL MONITORING AND TESTING
CORPORATION)
CONDENSED STATEMENTS OF CASH
FLOW
FOR THE SIX MONTHS ENDED MARCH 31, 2005 AND
2004
| |
|
2005 |
|
2004 |
|
| |
|
|
|
|
|
|
CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(7,500 |
) |
$ |
(26,407 |
) |
|
Adjustments
to reconcile net loss to net cash |
|
|
|
|
|
|
|
|
(used
in) operating activities: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Changes
in assets and liabilities |
|
|
|
|
|
|
|
|
Decrease
other current assets |
|
|
-
|
|
|
918
|
|
|
Increase
(decrease) in accounts payable and |
|
|
|
|
|
|
|
|
accrued
expenses |
|
|
7,500
|
|
|
(5,600 |
) |
|
Total
adjustments |
|
|
7,500
|
|
|
(4,682 |
) |
| |
|
|
|
|
|
|
|
|
Net
cash (used in) operating activities |
|
|
-
|
|
|
(31,089 |
) |
| |
|
|
|
|
|
|
|
|
NET
(DECREASE) IN |
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS |
|
|
-
|
|
|
(31,089 |
) |
| |
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS - |
|
|
|
|
|
|
|
|
BEGINNING
OF PERIOD |
|
|
-
|
|
|
31,089
|
|
| |
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS - END OF PERIOD |
|
$ |
- |
|
$ |
- |
|
The accompanying notes are an integral part of these condensed
financial statements.
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2005 AND 2004
(UNAUDITED)
NOTE
1 - ORGANIZATION
AND BASIS OF PRESENTATION
The
condensed unaudited interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The condensed financial statements and notes are
presented as permitted on Form 10-QSB and do not contain information included in
the Company’s annual statements and notes. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the September 30, 2004 audited financial
statements and the accompanying notes thereto. While management believes the
procedures followed in preparing these condensed financial statements are
reasonable, the accuracy of the amounts are in some respects dependent upon the
facts that will exist, and procedures that will be accomplished by the Company
later in the year.
These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods
presented.
The
Company was incorporated on May 10, 1998, under the laws of the State of
Delaware. The business purpose of the Company was originally to engage in
environmental monitoring and testing. However, on December 31, 2001, the Company
liquidated its operating assets and currently has no operations. The Company has
adopted a fiscal year ending September 30.
The
Company filed a Form 8-K with the Securities and Exchange Commission requesting
a name change for the Company. The Company has changed its name to Netchoice,
Inc., effective February 3, 2005.
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2005 AND 2004
(UNAUDITED)
NOTE
2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents.
Income
Taxes
The
income tax benefit is computed on the pretax loss based on the current tax law.
Deferred income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end based on enacted tax laws and statutory tax
rates. The Company has not established a provision due to the losses
sustained.
Earnings
(Loss) Per Share of Common Stock
Historical
net (loss) per common share is computed using the weighted average number of
common shares outstanding. Diluted earnings per share (EPS) include additional
dilution from common stock equivalents, such as stock issuable pursuant to the
exercise of stock options and warrants. Common stock equivalents were not
included in the computation of diluted earnings per share when the Company
reported a loss because to do so would be antidilutive for periods
presented.
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2005 AND 2004
(UNAUDITED)
|
NOTE
2 - |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
The
following is a reconciliation of the computation for basic and diluted
EPS:
| |
|
For
the Six Months Ended |
|
|
|
For
the Three Months Ended |
|
|
|
| |
|
March
31, |
|
|
|
March
31, |
|
|
|
| |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
| |
|
|
|
|
|
|
|
|
|
|
Net
Loss |
|
$ |
(7,500 |
) |
$ |
(26,407 |
) |
$ |
(3,750 |
) |
$ |
0 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
outstanding (Basic) |
|
|
3,785,183
|
|
|
3,785,183
|
|
|
3,785,183
|
|
|
3,785,183
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
options |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Warrants |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding
(Diluted) |
|
|
3,785,183
|
|
|
3,785,183
|
|
|
3,785,183
|
|
|
3,785,183
|
|
Options
and warrants outstanding to purchase stock were not included in the computation
of diluted EPS because inclusion would have been antidilutive.
There
were no options and warrants outstanding to purchase stock at March 31, 2005 and
2004.
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2005 AND 2004
(UNAUDITED)
NOTE
2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED
Reclassifications
Certain
amounts for the six and three months ended March 31, 2005 and 2004, respectively
have been reclassified to conform to the presentation of the six and three
months ended March 31, 2005 and 2004 amounts. The reclassifications have no
effect on net income for the six and three months ended March 31, 2005 and 2004,
respectively.
NOTE
3 - STOCKHOLDERS’
EQUITY (DEFICIT)
On
December 3, 2004, the Company increased the authorized number of shares of
common stock from 30,000,000 shares to 90,000,000 shares and also changing the
par value from $0.01 to $0.001.
As of
December 31, 2004, there were 90,000,000 shares authorized and 6,184,000 shares
issued and 3,785,183 shares outstanding of the Company’s common stock with a par
value of $0.001.
Preferred
Stock
On
December 3, 2004 the Company changed the number of Preferred Stock from one
class of stock consisting of 10,000,000 shares with a par value of $0.01 to
three separate series of preferred stock and changing the par value to $0.001.
They are as follows:
Preferred
Stock Series A
990,000
shares with a par value of $0.001 per share, participating, voting and
convertible with a liquidation value of $1,000 each.
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2005 AND 2004
(UNAUDITED)
NOTE
3 - STOCKHOLDERS
EQUITY (DEFICIT) (Continued)
Preferred
Stock Series B
9,000,000
shares with a par value of $0.001 per share, participating; voting and
convertible with a liquidation value of $3 each.
Preferred
Stock Series C
10,000
shares with a par value of $0.001 per share, with a liquidation value of $10
each.
All
preferred stock series A, B and C are convertible to 4,000 common shares as well
as 4,000 votes for each share held. In addition, in all cases, the holders of
the Preferred Stock C will vote cumulatively at least fifty one percent (51%) of
all votes cast regardless of the amount of series C shares issued, at any
meeting of shareholders or any major issue put before the Company for voting of
shareholders.
NOTE
4 - INCOME
TAXES
There was
no income tax benefit recognized at March 31, 2005 and 2004.
The net
deferred tax assets in the accompanying balance sheet include benefit of
utilizing net operating losses of approximately $2,071,000 (at March 31, 2005),
however due to the uncertainty of utilizing the net operating losses, an
offsetting valuation allowance has been established.
NOTE
5 - COMMITMENT
AND CONTINGENCY
Included
in the accounts payable and accrued expenses is an accrual of $3,000
representing the fair market of value of stock to be issued to former directors
of the Company.
NETCHOICE,
INC.
(FORMERLY
ENVIRONMENTAL MONITORING AND TESTING CORPORATION)
NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
MARCH
31, 2005 AND 2004
(UNAUDITED)
NOTE
6 - GOING
CONCERN
As shown
in the accompanying condensed financial statements, the Company incurred
substantial net losses for the six and three months ended March 31,
2005
and 2004
and for the years ended September 30, 2004 and 2003, respectively. There is no
guarantee whether the Company will be able to generate enough revenue and/or
raise capital to support those operations. This raises substantial doubt about
the Company’s ability to continue as a going concern. Management believes the
Company’s capital requirement will depend on many factors, including the success
of the Company to raise money. The Company continues to search for acquisition
candidates to fund operations. The condensed financial statements do not include
any adjustments that might result from the outcome of these
uncertainties.
Item
2. MANAGEMENT
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The
following discussion with regard to our financial condition and operating
results should be read in conjunction with our financial statements and attached
footnotes that are included elsewhere in this Report. Except for the historical
information contained in this Report, the discussion contained in this Report
contains certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on our
current plans and expectations and involve risks and uncertainties that could
cause actual future activities and results of operations to be materially
different from those set forth in the forward-looking statements. These
statements may be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "should" or "anticipates" or the negative
of these words or similar expressions or by discussions of strategy. Our actual
results could differ materially from those discussed in this Report. Important
factors that could cause actual results to differ include, among other things,
our inability to consummate an acquisition of an operating business on terms
favorable to us or, in the event we do consummate the transaction contemplated,
our inability to successfully manage and operate the combined
business.
The
Company had no sales, operations or income for the quarter ending March 31,
2005. The Company is in the process of reorganizing at the present moment and
there are no plans to operate until the reorganization is completed. Management
said it is expected that the reorganization will be completed this
year.
INCORPORATION
The
Company was incorporated on May 10, 1998, under the laws of the State of
Delaware under the original name Environmental Monitoring & Testing
Corporation. The business purpose of the Company was originally to engage in
environmental monitoring and testing. However, on December 31, 2001, the Company
liquidated its operating assets and currently has no operations. The Company has
adopted a fiscal year ending September 30. The Company has changed its corporate
name to Netchoice, Inc. effective February 3, 2005
PLAN OF
OPERATION
We intend
to devote substantially all of our time identifying a merger or acquisition
candidate and consummating a merger or acquisition transaction thereafter. In
the event we identify an acceptable merger or acquisition candidate, we intend
to effect the transaction utilizing any combination of our common stock, cash on
hand, or marketable securities, or other funding sources available to us. Until
we identify a suitable merger or acquisition candidate, we intend to offer
consulting services to businesses engaged in or otherwise servicing the
environmental industry.
RESULTS
OF OPERATIONS
THREE
MONTHS ENDED March 31, 2005 COMPARED TO THREE MONTHS ENDED March 31,
2004
REVENUES
Revenues
were $0 for the three months ended March 31, 2005, as compared to $0 for the
three months ended March 31, 2004.
COST
OF REVENUES
Cost of
revenues was $0 for the three months ended March 31, 2005, as compared to $0 for
the three months ended March 31, 2004.
OPERATING
EXPENSES
Operating
expenses for the three months ended March 31, 2005 were $3,750 compared to $0
for the three months ended March 31, 2004. This increase was due to the
fact that the Company incurred some professional fees.
LOSS
FROM OPERATIONS
Loss from
operations for the three months ended March 31, 2005 was $3,750 compared to $0
for the three months ended March 31, 2004.
INTEREST
EXPENSE
Interest
expense was $0 and $0 for the three months ended March 31, 2005 and 2004,
respectively.
NET
LOSS APPLICABLE TO COMMON STOCK
Net loss
applicable to Common Stock was $3,750 for the three months ended March 31, 2005,
compared to $0 for the three months ended March 31, 2004. Net loss per common
share was $0. for the three months ended March 31, 2005 and $0.00 for the three
months ended March 31, 2004.
SIX
MONTHS ENDED March 31, 2005 COMPARED TO SIX MONTHS ENDED March 31,
2004
REVENUES
Revenues
were $0 for the six months ended March 31, 2005, as compared to $0 for the six
months ended March 31, 2004.
COST
OF REVENUES
Cost of
revenues was $0 for the six months ended March 31, 2005, as compared to $0 for
the six months ended March 31, 2004.
OPERATING
EXPENSES
Operating
expenses for the six months ended March 31, 2005 were $7,500 compared to $26,407
for the six months ended March 31, 2004. This decrease was due to the fact
that the Company had no activity, whereas in 2004 the Company incurred some
administrative expenses.
LOSS
FROM OPERATIONS
Loss from
operations for the six months ended March 31, 2005 was $7,500 compared to
$26,407 for the six months ended March 31, 2004.
INTEREST
EXPENSE
Interest
expense was $0 and $0 for the six months ended March 31, 2005 and 2004,
respectively.
NET
LOSS APPLICABLE TO COMMON STOCK
Net loss
applicable to Common Stock was $7,500 for the six months ended March 31, 2005,
compared to $26,407 for the six months ended March 31, 2004. Net loss per
common share was $0. for the six months ended March 31, 2005 and $0.01 for the
six months ended March 31, 2004.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company continues to experience losses from operations and is primarily
dependent on outside sources of funding to continue its operations.
At March
31, 2005, the Company's cash and cash equivalents on hand were $0 compared to $0
at September 30, 2004. Management recognizes that the Company has a continuing
need to raise capital to fund its daily operations and research and development
activities.
Obligations
are being met on a month-to-month basis as cash becomes available. There can be
no assurances that the Company's present flow of cash will be sufficient to meet
current and future obligations. The Company has incurred losses since its
inception, and continues to require additional capital to fund
operations
and development. As such, the Company's ability to pay its already incurred
obligations is mostly dependent on the Company achieving its sales goal or
raising additional capital in the form of equity or debt.
The
Company's short-term and long-term liquidity requirements are expected to result
from working capital needs to retire existing trade liabilities and to pay other
operating expenses. Although the Company cannot accurately predict the precise
timing of its future capital expenditures, the Company estimates that it will
need to expend over $25,000, primarily for general and administrative and
operating expenses, within the next twelve months.
Fiscal
2005 PLAN OF OPERATION
The
company’s strategy to satisfy its cash requirements currently include a plan to
borrow funds from its director and officer. The Company believes that it can
borrow sufficient funds to meet its current cash needs. The Company currently
has no plans to conduct any research and development, to purchase or sell any
significant equipment or to make any significant changes in its number of
employees.
ITEM
3. CONTROLS
AND PROCEDURES
The
Company carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of March 31,
2005. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed in the reports
the Company files under the Exchange Act are recorded, processed and reported as
required.
PART II -
OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
NONE
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
NONE
Item
3. DEFAULTS
UPON SENIOR SECURITIES
NONE
Item
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In
February 2005 the Company changed its name to Netchoice, Inc. by a vote of
security holders.
Item
5. OTHER
INFORMATION
NONE
Item
6. EXHIBITS
AND REPORTS ON FORM 8-K.
Exhibit
Number
Description of Document
-----------
----------------------------------
3.1 Certificate
of Incorporation of the Registrant
3.2 By-laws
of the Registrant
3.3 Certificate
of Amendment to Certificate of Incorporation
31.1
Certification
of the Chief Executive Officer of Netchoice, Inc. pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2 Certification
of the Chief Financial Officer of Netchoice, Inc. pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1
Certification
of the Chief Executive Officer and Chief
Financial Officer of Netchoice, Inc. pursuant to Section
906 of the Sarbanes Oxley Act of 2002
(B)
REPORTS ON FORM 8-K.
The
Company did not file any reports on Form 8-K during the three months ended March
31, 2005. However, on May 5, 2005 the Company filed a report on Form 8-K to
reflect that it changed its corporate name to Netchoice, Inc. effective February
3, 2005.
SIGNATURES
In
accordance with 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, thereunto duly authorized.
NETCHOICE, INC.
Date:
May 16, 2005
By:/s/
Dan
Lee
Dan Lee
Its;
Cheif Executive Officer and Cheif Financial Officer