NextTrip, Inc. — Interim / Quarterly Report 2001

Aug 13, 2001

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 33-2783-S FRAMEWAVES, INC. (Exact name of small business issuer as specified in its charter) Nevada 82-0404220 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1981 East 4800 South, Suite 100, Salt Lake City, Utah, 84117 (Address of principal executive offices) (801) 272-9294 (Issuer's telephone number) Not Applicable (Former name, address and fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to 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 issuer's classes of common equity, as of June 30, 2001: 1,208,794 shares of common stock. Transitional Small Business Format: Yes [ ] No [ X ] FORM 10-QSB FRAMEWAVES, INC. INDEX Page PART I. Financial Information Item I. Financial Statements (unaudited) 3 Consolidated Balance Sheets - June 30, 3 2001 (unaudited) and December 31, 2000 Consolidated Statements of Operations 4 (unaudited) for the Three and Six Months Ended June 30, 2001 and 2000, and for the period December 31, 1993 (Quasi- Reorganization) Through June 30, 2001 5 Consolidated Statements of Stockholders' Equity (unaudited) for the Period December 31, 1993 (Quasi-Reorganization) Through June 30, 2001 7 Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2001 and 2000, and for the period December 31, 1993 (Quasi-Reorganization) 8 Through June 30, 2001 11 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation PART II. Other Information Item 6. Exhibits and Reports on Form 8-K 13 Signatures 13 (Inapplicable items have been omitted) 2 FRAMEWAVES, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS JUNE 30, 2001 AND DECEMBER 31, 2000 June 30, December 31, Assets 2001 2000 Current Assets: Cash $ 880 $ 5,910 Total current assets 880 5,910 Total Assets $ 880 $ 5,910 Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 2,090 $ 1,562 Total current liabilities 2,090 1,562 Stockholders' Equity: Common stock, $.001 par value 100,000,000 shares authorized, 1,208,794 issued and outstanding 1,209 1,209 Additional paid-in capital 19,518 19,518 Deficit accumulated during the development stage (21,937) (16,379) Total Stockholders' Equity (1,210) 4,348 Total Liabilities and Stockholders' Equity $ 880 $ 5,910 The accompanying notes are an integral part of the financial statements. 3 FRAMEWAVES, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 AND THE PERIOD DECEMBER 31, 1993 (Date Of Inception) THROUGH JUNE 30, 2001

The accompanying notes are an integral part of the financial statements. 4 FRAMEWAVES, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIOD DECEMBER 31, 1993 (Quasi - Reorganization) THROUGH JUNE 30, 2001

The accompanying notes are an integral part of the financial statements. 5 FRAMEWAVES, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED FOR THE PERIOD DECEMBER 31, 1993 (Quasi - Reorganization) THROUGH JUNE 30, 2001

The accompanying notes are an integral part of the financial statements. 6 FRAMEWAVES, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 AND THE PERIOD DECEMBER 31, 1993 (Date Of Inception) TO JUNE 30, 2001 For the period December 31, 1993 For the For the (Quasi- Six Months Six Months Reorganization) Ended Ended Through June 30, June 30, June 30, 2001 2000 2001 Cash flows from operating activities: Net loss $ (5,558) $ -- $ (21,937) Adjustments to reconcile net income to cash provided by operating activities: Contribution from shareholder -- -- 9,817 Common stock issued for services -- -- 5,000 Increase in accounts payable 528 -- 2,090 Net cash used by operating activities: (5,030) -- (5,030) Cash flows from investing activities: Cash received in acquisition of subsidiary -- -- 910 Cash flows from financing activities: Issuance of common stock -- -- 5,000 Net increase (decrease) in cash (5,030) -- 880 Cash, beginning of period 5,910 -- -- Cash, end of period $ 880 $ -- $ 880 Interest paid $ -- $ -- $ -- Income taxes paid $ -- $ -- $ -- The accompanying notes are an integral part of the financial statements. 7 FRAMEWAVES, INC. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Business and Significant Accounting Policies a. Summary of Business The Company was incorporated under the laws of the State of Nevada on December 23, 1985. The Company was formed to pursue business opportunities. The Company was unsuccessful in its operations. During 1993, Management determined it was in the best interest of the Company to discontinue its previous operations. The Company is considered to have re-entered into a new development stage on December 31, 1993. Because the Company discontinued its previous operations and is selling new potential business opportunities, the Company adopted quasi-reorganization accounting procedures to provide the Company a Afresh start@ for accounting purposes. b. Principles of Consolidation The consolidated financial statements contain the accounts of the Company and its wholly-owned subsidiary, Corners, Inc. All significant intercompany balances and transactions have been eliminated. c. Cash Flows For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash or cash equivalents. d. Net Loss Per Share The net loss per share calculation is based on the weighted average number of shares outstanding during the period. e. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 8 Notes to Financial Statements - Continued 2. Quasi-Reorganization December 7, 2000, the shareholders of the Company approved to adopt quasi-reorganization accounting procedures. Quasi- reorganization accounting allowed the Company to eliminate its previous accumulated deficit of approximately $235,000 against additional paid-in capital. Therefore, the adoption of quasi- reorganization accounting procedures gave the Company a Afresh start@ for accounting purposes. The Company is also considered as re-entering a new development stage on December 31, 1993, as it discontinued all of its previous operations. These financial statements have been restated to reflect the change. 3. Stock Split On December 27, 2000, the Company approved a 100 for 1 reverse split of the issued and outstanding common stock but no shareholder's ownership shall be less than 100 shares. An additional 43,394 shares were issued as a result of rounding up to the 100 share minimum. The 100 for 1 reverse split has been retroactively applied in the accompanying financial statements. 4. Amended Articles of Incorporation On December 27, 2000, the Company amended its articles of incorporation to change its name from Messidor Limited to FrameWaves, Inc. In addition, the Company decreased its authorized shares from 500,000,000 to 110,000,000 shares of stock of which 100,000,000 shall be designated common stock and 10,000,000 shall be designated preferred stock. At June 30, 2001, no preferred stock has been issued by the Company. The Company has the authorization to issue the preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of each series. 5. Issuance of Common Stock On November 3, 2000, the Company issued 100,000 shares of its $.001 par value common stock for an aggregate price of $10,000. $5,000 was received in cash and $5,000 for services rendered. 6. Stock Options and Warrants The Company has designated 2,000,000 shares of its authorized and unissued common stock to a future stock option plan. At June 30, 2001, there are no options or warrants outstanding to acquire the Company's common stock. 9 Notes to Financial Statements - Continued 7. Acquisition of Subsidiary On December 27, 2000, the Company acquired 100% of the outstanding common shares of Corners, Inc. in exchange for the issuance of 1,000,000 shares of its previously authorized but unissued common stock. Corners, Inc. was purchased at book value of $910 or $.001 per share. The acquisition has been accounted for on the purchase method and 100% of the purchase price was allocated to cash. Corners, Inc. did not have any significant revenues or expenses during the year ended December 31, 2000; therefore, pro forma condensed statement of operations is not presented. 8. Income Taxes The Company has had no taxable income under Federal or State tax laws. 10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION Forward-Looking Statement Notice When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the "Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations. Three Month periods Ended June 30, 2001 and 2000 The Company had no revenue for the Three-month periods ended June 30, 2001 and 2000. General and administrative expenses for the Three month periods ended June 30, 2001 and 2000, consisted of general corporate administration, legal and professional expenses, and accounting and auditing costs. These expenses were $538 and $-0- for the Three- month periods ended June 30, 2001 and 2000 respectively. The increase in expense is due to the Company now having operations. As a result of the foregoing factors, the Company realized a net loss of $538 for the Three months ended June 30, 2001 as compared to a net loss of $-0- for the same period in 2000. Six Month periods Ended June 30, 2001 and 2000 The Company had no revenue for the Six-month periods ended June 30, 2001 and 2000. General and administrative expenses for the Six month periods ended June 30, 2001 and 2000, consisted of general corporate administration, legal and professional expenses, and accounting and auditing costs. These expenses were $5,558 and $-0- for the Six- month periods ended June 30, 2001 and 2000 respectively. The increase in expense is due to the Company now having operations. As a result of the foregoing factors, the Company realized a net loss of $5,558 for the Six months ended June 30, 2001 as compared to a net loss of $-0- for the same period in 2000. Liquidity and Capital Resources At June 30, 2001 the Company had $880 cash in hand and total current liabilities of $2,090 compared to $5,910 cash in hand and $1,562 in current liabilities for the period ending December 31, 2000. The Company has not been able to sell any of its services due to an illness of one of the officers who holds the majority of contacts with interior designers. The Company anticipates it will begin to generate revenue in the near future. 11 The Company believes that its current cash needs can be met with the cash on hand and continued operations. However, should the Company find it necessary to raise additional capital, the Company may sell common stock of the Company, take loans from officers, directors or shareholders or enter into debt financing agreements. 12 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. Reports on Form 8-K: No reports on Form 8-K were filed by the Company during the quarter ended June 30, 2001. Exhibits: None SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FRAMEWAVES, INC. Date: August 6, 2001 By:/s/ Thomas A. Thomsen Thomas A. Thomsen President Date: August 6, 2001 By:/s/ Susan Santage Susan Santage Treasurer