U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 333-56848
PRE-SETTLEMENT FUNDING CORPORATION
(Exact name of Company as specified in its charter)
Delaware 54-1965220
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
600 Cameron Street, Alexandria, Virginia 22153
(Address of principal executive offices) (Zip Code)
Company's telephone number: (703) 892-4123
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Company was required to file such reports),
and (2) been subject to such filing requirements for the past 90
days. Yes X No___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB [ ].
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. The most recent transactions
on the OTCBB listed the Company at a bid price of $0.37 and an ask of
$0.50 per share of common stock. Based on this ask value, the
aggregate market value of the Common Stock of the issuer held by non-
affiliates was approximately $184,000, calculated on the basis of
5,368,000 shares of common stock issued and outstanding, with 368,000
shares of common stock held by non-affiliates.
The total number of issued and outstanding shares of the issuer's
common stock, par value $0.001, as of May 15, 2003, was 5,368,000.
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business....................
ITEM 2. Description of Property...................
ITEM 3. Legal Proceedings.....................
ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
ITEM 5. Market for Common Equity and Other Shareholder Matters
ITEM 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations..
ITEM 7. Financial Statements....................
ITEM 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
PART III
ITEM 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section
16(a) of the Exchange Act...................
ITEM 10. Executive Compensation..................
ITEM 11. Security Ownership of Certain Beneficial Owners and Management
ITEM 12. Certain Relationships and Related Transactions.........
ITEM 13. Exhibits and Reports on Form 8-K...............
Signatures.................................
PART I.
RISK FACTORS AND CAUTIONARY STATEMENTS
Forward-looking statements in this report are made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. The Company wishes to advise readers that actual results
may differ substantially from such forward-looking statements.
Forward-looking statements include statements concerning underlying
assumptions and other statements that are other than statements of
historical facts. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by the statements, including, but not
limited to, the following: the ability of the Company to provide for
its obligations, to provide working capital needs from operating
revenues, to obtain additional financing needed for any future
acquisitions, to meet competitive challenges and technological
changes, and other risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission.
ITEM 1. BUSINESS.
Introduction
The Company is a development stage company with a limited operating
history, having been incorporated on October 14, 1999 and is a
Delaware corporation.
Overview
The Company's business plan is to become a leading company in the
United States in the business of advancing cash to personal injury
plaintiffs in exchange for a portion of their claims, a business
sometimes referred to as litigation funding. In order to achieve
this objective, the Company intends to advertise extensively, using
primarily radio, newspapers, cable television, and direct mail. The
Company also intends to employ the Internet and word-of-mouth
referrals to promote its services. In order to minimize the
Company's risk of loss, the Company intends to use comprehensive case
analysis and underwriting processes in making decisions to advance
cash to plaintiffs.
The Company's mission is to help relieve the financial burdens of
plaintiffs who are awaiting settlement of legal proceedings. The
Company believes that there are a substantial number of personal
injury victims with pending lawsuits who have an immediate need for
cash to fund living expenses, pay medical bills or replace lost
income. The Company intends to provide a critical service to
plaintiffs who cannot afford to wait out the lengthy legal process to
receive cash settlements by advancing them funds on a contingency
basis against their expected settlement or judgment.
The Company is also seeking other profitable lines of business and
investment that may or may not be related to the business of
litigation identified above.
Business Strategy
The Company targets its services to qualified parties involved in
pending litigation in the following types of lawsuits: 1) auto injury
cases; 2) medical malpractice claims; 3) personal injury claims; 4)
product liability claims; 5) work-related disability claims and 6)
elder abuse or nursing home negligence claims.
The Company intends to follow well-structured and thorough procedures
in evaluating cases. The Company is not a lender. The Company is paid
only if the customer receives a monetary settlement or judgment. The
Company will advance funds to plaintiffs on a contingency basis
against their potential settlement or judgment. In exchange for the
cash advance, which the Company anticipates generally will not exceed
ten percent of the expected award, plaintiffs will pay the Company a
negotiated percentage of the potential settlement or judgment. The
Company receives the negotiated fee only if the plaintiff receives
his or her settlement. If there are no proceeds from the litigation
or if the plaintiff's legal expenses exceed the value of the
proceeds, the plaintiff is not obligated to pay the fee. If the
settlement, less expenses, is less than the amount of the negotiated
fee, the Company's recovery is limited to the actual amount of the
settlement. The Company will attempt to structure a transaction to
meet the customer's needs while protecting the Company against a risk
of loss. The amount of cash that the Company may be willing to
advance and, ultimately, any retained fee, is based on two key risk
factors: 1) probability of settlement and 2) expected time remaining
to final settlement. The Company will charge each case a minimum of
$150 administrative fee. This fee will cover faxes, wire transfers,
courier services and mail delivery.
Despite the inherent risk involved in litigation and the complexity
of the legal system, the Company intends to set fees up front on a
case-by-case basis. The Company's procedures for evaluating and
processing a request for cash against a pending legal case consist of
a two-stage screening process: 1) the telesales questionnaire and 2)
an underwriting evaluation. With these procedures, the goal is to
structure a transaction to meet the customer's needs while protecting
the Company's interests.
The Company intends to hire and train a group of case adjusters who
specialize in case analysis. The Company presently utilizes attorneys
on a consulting basis. The Company has used, and may continue to use
in the future, as many law firms on a consulting basis for any types
of cases as may be necessary. The Company anticipates that, as the
business expands, full time underwriters may be added to the payroll
in the next twelve months.
Risk Reduction - Case Lien
The Company has prepared a form of purchase and security agreement
that will place a security interest on all case proceeds. The
Company will only advance monies under the protection of this
purchase and security agreement that will be filed in the
jurisdiction in which the plaintiff-customer lives. The Company
believes that this procedure will enhance the probability that the
Company will receive payment once the plaintiff's case settles. The
Company believes that these risk reduction measures will result in
timely payment by customers and effective cash flow management.
Marketing Objectives
The Company's initial marketing strategy is designed primarily to
build awareness of the Company's service among personal injury
victims who have an immediate need for cash. The Company's marketing
objectives are as follows:
- Achieve awareness of the Company among industry groups, including
plaintiffs attorneys, medical professionals, and expert witnesses.
- Establish an image of the Company as an organization that is
professional, reliable, and strategically positioned in the market.
- Maximize efficiency in the scheduling of published advertisements
through key relationships with respected advertising agencies and
producers.
- Select business publications with high specific market penetration
for placement of advertisements.
- Schedule adequate frequency of advertisements to impact market with
corporate image and product messages.
- Maximize advertising life with monthly and weekly publications.
Advertising Strategy
The Company intends to compete by advertising extensively but
selectively. The Company intends to use targeted cable television
radio, print, direct mail, and Internet advertising, as the Company
believes that direct mail, cable television and radio advertising
have all been underutilized by our competitors.
Competition
To the Company's knowledge, there are currently several companies
that provide or are developing services similar to the services that
the Company intends to offer including: Advance Legal Funding, LLC,
National Litigation Funding, Inc., Bank of the Commonwealth, a
subsidiary of Commonwealth Bankshare, Inc., and Resolution Settlement
Corporation. Although each of these companies is currently small,
they could in the future seek to enhance their resources through
public offerings or other means.
Certain wealthy individuals also may provide a similar service. It
is also possible that, in the future, large consumer lending
companies may enter this market. These consumer- lending companies
have greater resources and wider name recognition than the Company
does. In addition, the services that the Company intends to offer
can in some cases be provided by non-business sources such as friends
and family of a plaintiff.
Employees
As of December 31, 2002, the Company had two employees, who will
devote that amount of time necessary to properly fulfill their
duties. The Company anticipates that the number of employees will
increase over the next twelve months. The Company does not have any
collective bargaining agreements covering any of its employees, has
not experienced any material labor disruption and is unaware of any
efforts or plans to organize its employees. The Company considers
relations with its employees to be good.
ITEM 2. PROPERTIES.
Our principal executive offices, comprising a total of approximately
230 square feet, are located at 600 Cameron Street, Alexandria,
Virginia. The Company uses these facilities on a pay as needed
basis . The service includes phone answering service and mail
collection. The Company believes that the current facilities are
suitable for its current needs. The relationship is governed by a 12
month agreement expiring December 2003.
ITEM 3. LEGAL PROCEEDINGS.
Other than as set forth below, the Company is not a party to any
material pending legal proceedings and, to the best of its knowledge,
no such action by or against the Company has been threatened.
The Company is subject to legal proceedings and claims that arise in
the ordinary course of its business. Although occasional adverse
decisions or settlements may occur, the Company believes that the
final disposition of such matters will not have material adverse
effect on its financial position, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were not any matters that were submitted during the fiscal year
2002 to a vote of the security holders.
PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information
There was no public trading market for the issuer's securities in
2001, 2002. As of the last quarter in 2002, the Company's
securities began to trade on the OTC Bulletin Board maintained by
members of the National Association of Securities Dealers, Inc.
("NASD"). As of May 15, 2003, there were approximately 50 holders of
record of the Company's common stock.
The ability of individual stockholders to trade their shares in a
particular state may be subject to various rules and regulations of
that state. A number of states require that an issuer's securities be
registered in their state or appropriately exempted from registration
before the securities are permitted to trade in that state.
Presently, the Company has no plans to register its securities in any
particular state. Further, most likely the Company's shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets
forth certain requirements for transactions in penny stocks and Rule
15g-9(d)(1) incorporates the definition of penny stock as that used
in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity security
is considered to be a penny stock unless that security is: registered
and traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company;
excluded from the definition on the basis of price (at least $5.00
per share) or the issuer's net tangible assets (at least $2 million);
or exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will be
subject to additional sales practice requirements of broker-dealers
who sell penny stocks to persons other than established customers and
accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities
and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the rules require the
delivery, prior to the first transaction, of a risk disclosure
document relating to the penny stock market. A broker-dealer also
must disclose the commissions payable to both the broker-dealer and
the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in the account and
information on the limited market in penny stocks. Consequently,
these rules may restrict the ability of broker-dealers to trade
and/or maintain a market in the Company's Common Stock and may affect
the ability of stockholders to sell their shares.
Dividend Information
The Company has not declared or paid cash dividends on its Common
Stock or made distributions in the past, and the Company does not
anticipate that it will pay cash dividends or make cash distributions
in the foreseeable future, other than non cash dividends described
below. The Company currently intends to retain and invest future
earnings, if any, to finance its operations.
Transfer Agent
The transfer agent and registrar for our common stock is Oxford
Transfer & Registrar Agency, Inc., 317 Southwest Alder, Suite 1120,
Portland, Oregon 97204.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following Management Discussion and Analysis should be read in
conjunction with the financial statements and accompanying notes
included in this Form 10-KSB.
Plan of Operation
The following discussion contains forward-looking statements that are
subject to significant risks and uncertainties about us, our current
and planned products, our current and proposed marketing and sales,
and our projected results of operations. There are several important
factors that could cause actual results to differ materially from
historical results and percentages and results anticipated by the
forward-looking statements. We have sought to identify the most
significant risks to its business, but cannot predict whether or to
what extent any of such risks may be realized nor can there be any
assurance that we have identified all possible risks that might arise.
Investors should carefully consider all of such risks before making an
investment decision with respect to our stock. The following
discussion and analysis should be read in conjunction with the
financial statements of our Company and notes thereto. This
discussion should not be construed to imply that the results discussed
herein will necessarily continue into the future, or that any
conclusion reached herein will necessarily be indicative of actual
operating results in the future. Such discussion represents only the
best present assessment from our Management.
Plan of Operation
Pre-settlement Funding Corp is still in the development stage and has
earned only a small amount of revenue, approximately $14,000, from
operations. We have funded approximately 40 cases to date and we
anticipate that after receiving an equity infusion, we can
substantially increase the number of cases we fund. At this point in
time we are not aggressively seeking outside financing due to the down
turn in the financial markets. During the next twelve months, to the
extent it is feasible and profitable, we intend to develop our
business of advancing cash to plaintiffs involved in personal injury
claims, as well as to plaintiffs involved in other types of claims
such as divorce cases.
We also intend to search for other investment opportunities and
business activities for Pre Settlement Funding Corp, which may or may
not be related to the existing line of business. The further
development of the litigation business or other businesses may
include, but may not be limited to, developing marketing materials,
renting additional office space, and interviewing and hiring
administrative, marketing and claims personnel.
We may experience fluctuations in operating results in future periods
due to a variety of factors including, but not limited to, market
acceptance of our services, incomplete or inadequate underwriting of
our cases, Our ability to obtain additional financing in a timely
manner and on terms favorable to us, our ability to successfully
integrate prospective asset acquisitions to its existing business
operation, delays or errors in our ability to upgrade and develop our
systems and infrastructure in a timely and effective manner, technical
difficulties, system downtime or utility brownouts, our ability to
attract customers at a steady rate and maintain customer satisfaction,
seasonality of advertising sales, the amount and timing of operating
costs and capital expenditures relating to the expansion of our
business, operations and infrastructure and the implementation of
marketing programs, key agreements and strategic alliances, the number
of products offered by Pre-settlement Funding, and general economic
conditions specific to the personal injury lawsuit industry.
For the period from our inception through December 31, 2002, we have:
- Formed our company and established our initial structure
- Researched the market for litigation funding services and the
activities of our competitors
- Researched potential legal barriers to implementing our
business plan
- Ran print ads in a local advertisement circular
- Developed our website which was completed in 2001
- Entered into consulting agreements with various service providers
- Reviewed and analyzed the cases of several potential clients
- Issued cash advances to 40 clients
- Settled and received proceeds with respect to 25 cases
Our website has generated minimum potential business activity to date.
Our activities will continue to be limited unless and until we receive
further financing, either through equity or debt financing. Without
these proceeds, we will not have the capital resources or liquidity to:
- Implement the business plan;
- Commence operations through the advancement of cash to
qualified customers; or
- Hire any additional employees.
Operating Data
The table below provides a summary of the key operating metrics we use
to assess our operational performance
The table below provides a summary of the key operating metrics
we use to assess our operational performance
Year Ended December 31
2002 2001 % Change
Operating data
Cases outstanding 14 10 40%
Cases settled in period 17 9 89%
Advances in period 21 19 11%
Value of advances 14,500 11,950 21%
Value of settlements 20,976 12,750 65%
Value of advances for
cases settled 11,750 6,700 75%
Margin on cases settled (a) 9,226 6,050 52%
% Margin on cases settled 44.% 47.5% (3.5)%
Average revenue per customer (b) 798 318 71%
Employees 2 2 0%
We define certain business metrics used above as follows:
a) Margin on cases settled is equivalent to the revenue reported on the income
statement
b) Average revenue per customer is defined as net revenue per income statement
divided by the number of cases settled in period
Revenues
Years Ended December 31, 2002 and 2001
The Company has generated modest revenues from operations from its
inception. During the year ended December 31, 2002, the Company
generated $9,226 in revenues from monetary settlements, as compared to
$6,050 revenues in 2001. The Company began advancing funds to personal
injury plaintiffs in May 2001. The Company began recognizing revenues
from the realization and receipt of monetary settlements related to
the settlement of these specific litigation claims during the last six
months of 2001.
The Company believes it will begin earning additional revenues from
operations within the next twelve months as it transitions from a
development stage company to that of an active growth stage company.
Costs and Expenses
From our inception through December 31, 2002, we have incurred losses
of $1,073,534 during this period. These expenses were associated
principally with stock issuances to our founders, legal, consulting
and accounting fees and costs in connection with the development of
the Company's business plan, market research, and the preparation of
the Company's registration statement.
Years Ended December 31, 2002 and 2001
The Company incurred expenses of $366,826 during the year ended
December 31, 2002 as compared to $565,851 of expenses in 2001. 2001
costs were higher due to the Company incurring legal, consulting, and
accounting fees and costs in connection with the development of the
Company's business plan, market research, and the preparation of the
Company's Registration Statement.
Liquidity and Capital Resources
As of December 31, 2002, we had a working capital deficit of $884,514.
As a result of our operating losses from our inception through
December 31, 2002, we generated a cash flow deficit of $167,871 from
operating activities. We met our cash requirements during this period
through the issuance of a further $12,664 of advances from the
Company's principal shareholders which has been consolidated into a
note payable including amounts from the prior years of $28,889.
While the Company has raised the capital necessary to meet its working
capital and financing needs in the past, additional financing is
required in order to meet the Company's current and projected cash
flow deficits from operations and development. The Company is seeking
financing in the form of a private equity investment in order to
provide the necessary working capital. The Company currently does not
have any commitments for financing. There are no assurances the
Company will be successful in raising the funds required.
The Company believes that it may be necessary to raise up to One
Million Dollars to implement its business plan over the course of the
next twelve months, though the Company does plan to use its existing
capital resources and these resources may be sufficient to fund its
current level of operating activities, capital expenditures, debt and
other obligations through the next 12 months.
If during that period or thereafter, the Company is not successful in
generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to the Company; this
could have a material adverse effect on the Company's business,
results of operations liquidity and financial condition.
The Company's independent certified public accountants have stated in
their report included in the Company's December 31, 2002 Form 10-KSB,
that the Company has incurred operating losses since its inception,
and that the Company is dependent upon management's ability to develop
profitable operations. These factors among others may raise
substantial doubt about the Company's ability to continue as a going
concern.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business
Combinations" (SFAS No. 141), and Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142). The FASB also issued Statement of Financial Accounting
Standards No. 143, "Accounting for Obligations Associated with the
Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS No. 144) in August
and October 2001, respectively.
SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no
material impact on the Company's consolidated financial statements.
Effective January 1, 2002, the Company adopted SFAS No. 142. Under
the new rules, the Company will no longer amortize goodwill and other
intangible assets with indefinite lives, but such assets will be
subject to periodic testing for impairment. On an annual basis, and
when there is reason to suspect that their values have been
diminished or impaired, these assets must be tested for impairment,
and write-downs to be included in results from operations may be
necessary. SFAS No. 142 also requires the Company to complete a
transitional goodwill impairment test six months from the date of
adoption.
Any goodwill impairment loss recognized as a result of the
transitional goodwill impairment test will be recorded as a
cumulative effect of a change in accounting principle no later than
the end of fiscal year 2002. The adoption of SFAS No. 142 had no
material impact on the Company's consolidated financial statements
SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated
asset retirement cost. It also provides accounting guidance for legal
obligations associated with the retirement of tangible long-lived
assets. SFAS No. 143 is effective in fiscal years beginning after
June 15, 2002, with early adoption permitted. The Company expects
that the provisions of SFAS No. 143 will not have a material impact
on its consolidated results of operations and financial position upon
adoption. The Company plans to adopt SFAS No. 143 effective January
1, 2003.
SFAS No. 144 establishes a single accounting model for the impairment
or disposal of long-lived assets, including discontinued operations.
SFAS No. 144 superseded Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" (SFAS No. 121), and APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions". The Company
adopted SFAS No. 144 effective January 1, 2002. The adoption of SFAS
No. 144 had no material impact on Company's consolidated financial
statements.
In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement
No. 4, "Reporting Gains and Losses from Extinguishment of Debt", and an
amendment of that Statement, FASB Statement No. 64, "Extinguishments of Debt
Made to Satisfy Sinking-Fund Requirements" and FASB
Statement No. 44, "Accounting for Intangible Assets of Motor Carriers". This
Statement amends FASB Statement No. 13, "Accounting for Leases", to eliminate
an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. The
Company does not expect the adoption to have a material impact to the Company's
financial position or results of operations.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses
financial accounting and reporting for costs associated with exit
or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." The provisions of this Statement are effective for exit or
disposal activities that are initiated after December 31, 2002, with early
application encouraged. The Company does not expect the adoption to have a
material impact to the Company's financial position or results of operations.
In October 2002, the FASB issued Statement No. 147, "Acquisitions of Certain
Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions
from the scope of both Statement 72 and Interpretation 9 and requires that
those transactions be accounted for in accordance with Statements No. 141,
Business Combinations, and No. 142, Goodwill and Other Intangible Assets. In
addition, this Statement amends SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, to include in its scope long-term
customer relationship intangible assets of financial institutions such as
depositor- and borrower-relationship intangible assets and credit cardholder
intangible assets. The requirements relating to acquisitions of financial
institutions is effective for acquisitions for which the date of acquisition
is on or after October 1, 2002. The provisions related to accounting for the
impairment or disposal of certain long-term customer-relationship intangible
assets are effective on October 1, 2002. The adoption of this Statement did not
have a material impact to the Company's financial position or results of
operations as the Company has not engaged in either of these activities.
In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-
Based Compensation-Transition and Disclosure", which amends FASB Statement No.
123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of
Statement 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used
on reported results. The transition guidance and annual disclosure
provisions of Statement 148 are effective for fiscal years ending
after December 15, 2002, with earlier application permitted in
certain circumstances. The interim disclosure provisions are
effective for financial reports containing financial statements for
interim periods beginning after December 15, 2002. The adoption of
this statement did not have a material impact on the Company's
financial position or results of operations as the Company has not
elected to change to the fair value based method of accounting for
stock-based employee compensation.
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity in
its consolidated financial statements. Previously, the criteria were
based on control through voting interest. Interpretation 46 requires
a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A company that
consolidates a variable interest entity is called the primary
beneficiary of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply
to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The
Company does not expect the adoption to have a material impact to the
Company's financial position or results of operations.
Product Research and Development
The Company does not anticipate performing research and development
for any products during the next twelve months.
Acquisition or Disposition of Plant and Equipment
The Company does not anticipate the sale of any significant property,
plant or equipment during the next twelve months. The Company does not
anticipate the acquisition of any significant property, plant or
equipment during the next 12 months, other than computer equipment and
peripherals used in the Company's day-to-day operations. The Company
believes it has sufficient resources available to meet these
acquisition needs.
Number of Employees
As of December 31, 2002, the Company had two employees. In order for
the Company to attract and retain quality personnel, the Company
anticipates it will have to offer competitive salaries to future
employees. The Company anticipates increasing its employment base to
four (4) to six (6) full and/or part-time employees during the next 12
months. This projected increase in personnel is dependent upon the
Company generating revenues and obtaining sources of financing. As
the Company continues to expand, the Company will incur additional
costs for personnel. There are no assurances the Company will be
successful in raising the funds required or generating revenues
sufficient to fund the projected increase in the number of employees.
Trends, Risks and Uncertainties
The Company has sought to identify what it believes to be the most
significant risks to its business as discussed in "Risk Factors"
above, but cannot predict whether or to what extent any of such risks
may be realized nor can there be any assurances that the Company has
identified all possible risks that might arise. Investors should
carefully consider all of such risk factors before making an
investment decision with respect to the Company's stock.
Limited operating history; anticipated losses; uncertainly of future results
The Company has only a limited operating history upon which an
evaluation of the Company and its prospects can be based. The
Company's prospects must be evaluated with a view to the risks
encountered by a company in an early stage of development,
particularly in light of the uncertainties relating to the litigation
funding which the Company intends to market and the acceptance of the
Company's business model. The Company will be incurring costs to
develop, introduce and enhance its litigation funding services and
products, to develop and market an interactive website, to establish
marketing relationships, to acquire and develop products that will
complement each other, and to build an administrative organization.
To the extent that such expenses are not subsequently followed by
commensurate revenues, the Company's business, results of operations
and financial condition will be materially adversely affected. There
can be no assurance that the Company will be able to generate
sufficient revenues from the sale of its services and other product
candidates. The Company expects negative cash flow from operations to
continue for the next 12 months as it continues to develop and market
its products. If cash generated by operations is insufficient to
satisfy the Company's liquidity requirements, the Company may be
required to sell additional equity or debt securities. The sale of
additional equity or convertible debt securities would result in
additional dilution to the Company's shareholders.
Potential fluctuations in quarterly operating results the Company's
quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors, most of which are outside the
Company's control, including: the level of public acceptance of the
Company's litigation support services and products, the demand for the
Company's litigation support services and products; seasonal trends in
demand; the amount and timing of capital expenditures and other costs
relating to the expansion of the Company's operations; the
introduction of new services and products by the Company or its
competitors; price competition or pricing changes in the industry;
technical difficulties; general economic conditions, and economic
conditions specific to the litigation funding market. The Company's
quarterly results may also be significantly affected by the impact of
the accounting treatment of acquisitions, financing transactions or
other matters. Particularly at the Company's early stage of
development, such accounting treatment can have a material impact on
the results for any quarter. Due to the foregoing factors, among
others, it is likely that the Company's operating results will fall
below the expectations of the Company or investors in some future quarter.
Management of Growth
The Company expects to experience significant growth in the number of
employees relative to its current levels of employment and the scope
of its operations. In particular, the Company intends to hire claims
adjustors, sales, marketing, and administrative personnel.
Additionally, acquisitions could result in an increase in employee
headcount and business activity. Such activities could result in
increased responsibilities for management. The Company believes that
its ability to increase its customer support capability and to
attract, train, and retain qualified technical, sales, marketing, and
management personnel, will be a critical factor to its future success.
In particular, the availability of qualified sales, insurance claims,
and management personnel is quite limited, and competition among
companies to attract and retain such personnel is intense. During
strong business cycles, the Company expects to experience difficulty
in filling its needs for qualified sales, claims adjustors, and other
personnel.
The Company's future success will be highly dependent upon its ability
to successfully manage the expansion of its operations. The Company's
ability to manage and support its growth effectively will be
substantially dependent on its ability to implement adequate financial
and management controls, reporting systems, and other procedures and
hire sufficient numbers of financial, accounting, administrative, and
management personnel. The Company is in the process of establishing
and upgrading its financial accounting and procedures. There can be
no assurance that the Company will be able to identify, attract, and
retain experienced accounting and financial personnel. The Company's
future operating results will depend on the ability of its management
and other key employees to implement and improve its systems for
operations, financial control, and information management, and to
recruit, train, and manage its employee base. There can be no
assurance that the Company will be able to achieve or manage any such
growth successfully or to implement and maintain adequate financial
and management controls and procedures, and any inability to do so
would have a material adverse effect on the Company's business,
results of operations, and financial condition.
The Company's future success depends upon its ability to address
potential market opportunities while managing its expenses to match
its ability to finance its operations. This need to manage its
expenses will place a significant strain on the Company's management
and operational resources. If the Company is unable to manage its
expenses effectively, the Company's business, results of operations,
and financial condition will be materially adversely affected.
Risks associated with acquisitions
Although the Company does not presently intend to do so, as part of
its business strategy in the future, the Company could acquire assets
and businesses relating to or complementary to its operations. Any
acquisitions by the Company would involve risks commonly encountered
in acquisitions of companies. These risks would include, among other
things, the following: the Company could be exposed to unknown
liabilities of the acquired companies; the Company could incur
acquisition costs and expenses higher than it anticipated;
fluctuations in the Company's quarterly and annual operating results
could occur due to the costs and expenses of acquiring and integrating
new businesses or technologies; the Company could experience
difficulties and expenses in assimilating the operations and personnel
of the acquired businesses; the Company's ongoing business could be
disrupted and its management's time and attention diverted; the
Company could be unable to integrate successfully.
ITEM 7. FINANCIAL STATEMENTS.
Financial statements as of and for the year ended December 31, 2002,
and for the year ended December 31, 2001 are presented in a separate
section of this report following Part IV.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not Applicable
PART III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT.
Officers and Directors.
The names, ages, and respective positions of the directors, executive
officers, and key employees of the Company are set forth below; there
are no other promoters or control persons of the Company. The
directors named below will serve until the next annual meeting of the
Company's stockholders or until their successors are duly elected and
have qualified. Directors are elected for a one-year term at the
annual stockholders' meeting. Officers will hold their positions at
the will of the board of directors, absent any employment agreement.
There is a voting arrangement between Mr. Sens and Mr. Reed whereby
Mr. Sens and Mr. Reed each must cast the number of votes to which
each is entitled as a Shareholder for the election to the Board of
Directors as will, together with the votes so cast by the other,
cause the election to, and retention or removal of, the persons
nominated by each of Sens and Reed, as members of the Board. Mr.
Sens will be entitled to nominate three members of the Board, and Mr.
Reed will be entitled to nominate two members of the Board. The
directors and executive officers of the Company are not a party to
any material pending legal proceedings and, to the best of their
knowledge, no such action by or against them has been threatened.
Compensation of Directors
Directors currently do not receive a salary for their services and
are not paid a fee for their participation in meetings, although all
Directors are reimbursed for reasonable travel and other out-of-
pocket expenses incurred in attending meetings of the Board. The
Company anticipates that the Directors will be compensated for
attending meetings in the future.
Darryl Reed, President/CEO/Director
Mr. Darryl Reed (age 34) is the current President & CEO of the
Company and has been a Director since inception. Since June of 1999,
he has devoted time and financial resources to the development of the
Company's business strategy. This has included analyzing all of the
major competitors' strengths, weaknesses, and their market
strategies. His background includes six years in the insurance and
financial services industry. He has received training in field
underwriting, case analysis and sales. His primary career has been
with New York Life Insurance Company, a major insurance company, and
certain of its subsidiaries since October 1995. Such subsidiaries
included #1A Eagle Strategies Corp., a registered investment adviser,
where Mr. Reed worked from April 1997 until May 2000. While at New
York Life, he achieved recognition for outstanding performance in
sales and marketing. Prior to his affiliations with New York Life,
Mr. Reed was with American Express Financial Advisors from August
1994 through September 1995. Mr. Reed holds several licenses in the
financial services industry, including Series 7, 63 and 65. He has a
BS in Finance from the University of Florida and an MS from the
American College, Philadelphia, PA. He is also the President and a
director of Next Generations Media Corp.
Joel Sens, Secretary/Treasurer/Director
Mr. Joel Sens (age 38) is the current Secretary and Treasurer, and has
been a Director since inception. Mr. Sens is an entrepreneur who,
from March 1997, was a founder and principal shareholder of Next
Generation Media Corp., a publicly held media holding company. Mr.
Sens has, from 1997 to date, in one capacity or another, been an
officer or consultant to Next Generation Media Corp. From January 1994
through March 1997, Mr. Sens acted as a consultant specializing in
barter transactions and engaged in financial transactions involving
the purchase and sale of newspaper companies, radio stations, and
barter companies.
Dr. Kenneth Brochin, Director
Dr. Kenneth Brochin (age 51) has been a dentist in private practice
since 1976 and has been a Director since inception. Dr. Brochin is
also a Clinical Assistant Professor at the Medical College of Ohio.
Dr. Brochin is the former secretary, treasurer, and director of Next
Generations Media Corp. Dr. Brochin and Joel Sens are brothers-in-law.
Jeffrey Sens, Director
Jeffrey Sens (age 38) has been a Director since inception and has
been the Vice President of Operations since August 1997 for Top
Driver Inc., a national driving school based outside of New York
City. Prior to working at Top Driver Inc., Mr. Sens held a variety
of senior operations management positions with prominent consumer
goods companies such as the Sara Lee Corporation (1995-1997) and
President International Corporation (1992-1995). Mr. Sens is also a
former director of Next Generation Media Corp. Mr. Sens has a
Bachelor of Science in industrial engineering from the University of
Toledo and an MBA from Clemson University. Mr. Jeffrey Sens is the
brother of Mr. Joel Sens.
(b) Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons holding 10% or more
of the Company's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Company's common stock with the Securities and Exchange Commission.
Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of the Forms 5 with respect to the fiscal
year ended December 31, 2002 and subsequently, the Company is unaware
that any required reports were not timely filed. The Company is
currently conducting an internal audit to ensure that the Company's
Officers and/or Directors, as well as persons holding more than 10% of
the Company's outstanding common stock, are in Compliance with Section
16(a) of the Securities and Exchange Act of 1934. It is the Company's
intention to ensure, where possible, from the date of this filing
forward, complete compliance according to this Section.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth certain information relating to the
compensation paid by the Company during the last three fiscal years
to the Company's Chief Executive Officer. No other executive officer
of the Company received total salary and bonus in excess of $100,000
during the fiscal year ended December 31, 2001 and prior.
Summary Compensation Table
Annual compensation Long-term Compensation
Awards Payouts
Name and Other Restricted Securities
principal annual stock underlying LTIP All other
position Year Salary Bonus compensation award(s) options/SARs payouts compensation
($) ($) ($) ($) (#) ($) ($)
Darryl 2002 $140,000(2)
Reed, 2001 $140,000(2) 0 0 2,000(3) 1,500,0000(4) 0 0
President 2000 $140,000(1) 0 0 0 0 0 0
Joel Sens, 2002 $140,000(2)
Secretary/ 2001 $140,000(2) 0 0 3,000(3) 1,500,000(4) 0
Treasurer 2000 $140,000(1) 0 0 0 0 0
(1) As of October 1, 2000, the Company agreed to begin compensating
Mr. Reed and Mr. Sens at a yearly rate of no less than $140,000, but
did not pay to either Mr. Reed or Mr. Sens any compensation for the
year 2000, leaving a balance due to each of them in an amount equal
to approximately $35,000. The Employment Agreements with Mr. Reed
and Mr. Sens have been disclosed in filings by the Company and are
attached as Exhibits to the filing on Form SB-2 filed by the Company
on March 9, 2001.
(2) Pursuant to the Employment Agreements with Mr. Reed and Mr. Sens,
the Company agreed to compensate Mr. Reed and Mr. Sens at a yearly
rate of no less than $140,000, but did not pay to either Mr. Reed or
Mr. Sens any compensation for the year 2001, leaving a balance due to
each of them in an amount equal to approximately $140,000.
(3) The Company issued to Mr. Reed and Mr. Sens, 2,000,000 and
3,000,000 shares respectively as founders, at a price of $0.001.
(4) The Company issued, pursuant to an Employment Agreement with each
of them, to Mr. Reed and Mr. Sens, stock options for each individual
in an amount of 1,500,000 options granted, with 400,000 to purchase
company's common stock at $.50 per share, 300,000 to purchase
company's common stock at $1.00 per share, 300,000 to purchase
company's common stock at $1.75 per share, 500,000 to purchase
company's common stock at $2.00 per share. Neither Mr. Reed nor Mr.
Sens has exercised any of the options granted pursuant their
respective Employment Agreements, and, as there is not a current
market for the shares underlying the options, the options granted
should be considered out of the money options at this time.
Executive Compensation
The Company has not paid any compensation to its officers and/or
directors since its inception, and the Company does not expect to pay
any compensation in any amount or of any kind to its executive
officers or directors until the funds are available to pay them
without inhibiting growth of the Company. If and when the Company
has raised sufficient working capital, either through equity or
through revenues, the Company will commence paying a salary to Mr.
Reed pursuant to an Employment Agreement entered into on October 1,
2000 at a rate of not less than $140,000 per year, to be increased
periodically based on an inflation index. The Company will pay Mr.
Joel Sens pursuant to an Employment Agreement entered into on October
1, 2000 at a rate of not less than $140,000 per year, to be increased
periodically based on an inflation index. These salaries will be
reviewed annually and adjusted upward as the parties may mutually
agree. In addition to this salary, a cash bonus may be awarded based
upon performance. As of December 31, 2002, the Company had accrued
approximately $630,000 in compensation expense to Messrs. Reed and
Sens that will not be paid out until the Company has a sufficient
amount of working capital.
Additional benefits under the employment agreements include health,
major medical and dental benefits as well as a life insurance policy
with a death benefit of not less than $1,500,000. In addition, the
Company will provide an automobile or monthly car allowance, such
benefit not to exceed $600 per month.
The term of these agreements are for three years from the date of
execution; however, the agreements may be automatically extended for
additional one-year terms unless ninety-day written notice of intent
to terminate the contract or to negotiate other terms and conditions
is given by either party to the agreements. In the event the
agreement is not renewed or extended or a new agreement is not
entered into, Mr. Sens or Mr. Reed would be paid the compensation
that would have been paid under the agreements for twelve months
after expiration of the initial or subsequent terms of the
agreements.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information regarding the beneficial
ownership of shares of the Company's common stock as of April 5, 2002
(issued and outstanding) by (i) all stockholders known to the Company
to be beneficial owners of more than ten percent of the outstanding
common stock; and (ii) all directors and executive officers of the
Company as a group:
Title of Class Name and Address Amount and Nature Percent of
of Beneficial Owner (1) of Beneficial Class
Ownership (2)
Common Stock Darryl Reed 2,000,000(3) 37.26%
927 South Walter Reed Drive
Suite 5
Arlington, Virginia 22153
Common Stock Joel Sens 3,000,000(3) 55.89%
927 South Walter Reed Drive
Suite 5
Arlington, Virginia 22153
Common Stock Jeffrey Sens 0 0.00%
927 South Walter Reed Drive
Suite 5
Arlington, Virginia 22153
Common Stock Kenneth Brooking 0 0.00%
927 South Walter Reed Drive
Suite 5
Arlington, Virginia 22153
Common Stock Shares of all directors and 5,000,000 3.2%
executive officers as a group (4
persons)
(1) Each person has sole voting power and sole dispositive power as
to all of the shares shown as beneficially owned by them.
(2) Other than as footnoted below, none of these security holders has
the right to acquire any amount of the shares within sixty days from
options, warrants, rights, conversion privilege, or similar
obligations. The amount owned is based on issued common stock, as
well as stock options that are currently exercisable.
(3) Not included within this amount are stock options for each
individual in an amount of 1,500,000 options granted, with 400,000 to
purchase company's common stock at $.50 per share, 300,000 to
purchase company's common stock at $1.00 per share, 300,000 to
purchase company's common stock at $1.75 per share, 500,000 to
purchase company's common stock at $2.00 per share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the past two years, and as not otherwise disclosed of in any
other filing, there have not been any transaction that have occurred
between the Company and its officers, directors, and five percent or
greater shareholders, unless listed below.
A principal shareholder of the Company has advanced funds to the
Company for working capital purposes. No formal repayment terms or
arrangements exist but interest accrues at the rate of 7%. The net
amount of advances due the shareholder at December 31, 2002 was
$28,889 and December 31, 2001 was $16,225.
Included in accounts payable and accrued liabilities are $
630,000,000 and $350,000 at December 31, 2002 and 2001, respectively
for unpaid salaries for officers of the Company.
The Company has advanced funds to its officers and principal
shareholders. The amounts due the Company at December 31, 2002 and
2001 were $3,228 and $15,099, respectively. The advances are
unsecured and no formal repayment terms or arrangements exist. Certain
of the officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on a board of directors. As a result, certain conflicts of interest
may arise between the Company and its officers and directors. The
Company will attempt to resolve such conflicts of interest in favor of
the Company. The officers and directors of the Company are accountable
to it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling
the Company's affairs. A shareholder may be able to institute legal
action on behalf of the Company or on behalf of itself and other
similarly situated shareholders to recover damages or for other relief
in cases of the resolution of conflicts is in any manner prejudicial
to the Company.
PART IV.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Exhibits.
Exhibits included or incorporated by reference in this document are
set forth in the Exhibit Index.
Index to Financial Statements and Schedules Page
Report of Independent Certified Public Accountants
Balance Sheets
Statements of Losses
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements
Reports on Form 8-K.
There were no reports on Form 8-K filed during the last quarter of
the fiscal year covered by this report.
Item 14.
CONTROLS AND PROCEDURES
The Company's management including the President and Treasurer have
evaluated, within 90 days prior to the filing of this quarterly
report, the effectiveness of the design, maintenance and operation of
the Company's disclosure controls and procedures. Management
determined that the Company's disclosure controls and procedures were
effective in ensuring that the information required to be disclosed by
the Company in the reports that it files under the Exchange Act is
accurate and is recorded, processed, summarized and reported within
the time periods specified in the Commission's rules and regulations.
Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an
entity's disclosure objectives. The likelihood of achieving such
objectives is affected by limitations inherent in disclosure controls
and procedures. These include the fact that human judgment in decision
making can be fully faulty and that breakdowns in internal control can
occur because of human failures such as errors or mistakes or
intentional circumvention of the established process.
There have been no significant changes in internal controls or in
other factors that could significantly affect these controls
subsequent to the date of the evaluation thereof, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Pre-Settlement Funding Corporation
Dated: May 15, 2003 By: /s/Darryl Reed
Darryl Reed, President and CEO
CERTIFICATION
I, Darryl Reed, certify that:
1. I have reviewed this report on Form 10-KSB of Pre-Settlement
Funding Corporation;
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 quarterly 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 registrant as of, and for the periods presented in
this 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 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 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 the 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 report whether or not 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/ Darryl Reed
Darryl Reed, President
CERTIFICATION
I, Joel Sens, certify that:
1. I have reviewed this report on Form 10-KSB of Pre-Settlement
Funding Corporation;
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 registrant as of, and for the periods presented in
this 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 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 report (the "Evaluation Date"); and
c) presented in this 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 the 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 report whether or not 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/ Joel Sens
Joel Sens, Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Company and in the capacities and on the date indicated:
Signature Title Date
/s/Darryl Reed President/CEO/Director April 15, 2002
Darryl Reed
/s/Joel Sens Secretary/Treasurer/Director April 15, 2002
Joel Sens
/s/Jeffrey Sens Director April 15, 2002
Jeffrey Sens
/s/ Kenneth Brochin Director April 15, 2002
Kenneth Brochin
Exhibit 99.1
In connection with the Report of Pre-Settlement Funding Corporation
(the "Company") on Form 10-KSB for the period ending December 31,
2002 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Darryl Reed, President, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act, that:
(1) The Report fully complies with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The Information contained in the Report fairly represents,
in all material aspects, the financial condition and result of
operations on the Company.
By: /s/ Darryl Reed
Darryl Reed, President
Exhibit 99.2
In connection with the Report of Pre-Settlement Funding Corporation,
(the "Company") on Form 10-KSB for the period ending December 31,
2002 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Joel Sens, Treasurer, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act, that:
(1) The Report fully complies with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The Information contained in the Report fairly represents,
in all material aspects, the financial condition and result of
operations on the Company.
By: /s/ Joel Sens
Joel Sens, Treasurer
Index to Financial Statements Page No.
Report of Independent Certified Public Accountants F-3
Balance Sheets at December 31, 2002 and 2001 F-4
Statement of Losses for the Years Ended December
31, 2002 and 2001, and the Period October 14,
1999 (Date of Inception) Through December 31, 2002 F-5
Statement of Deficiency in Stockholders' Equity
for the Period October 14, 1999
(Date of Inception) Through December 31, 2002 F-6
Statement of Cash Flows for the Years Ended
December 31, 2002 and 2001, and the Period
October 14, 1999 (Date of Inception) Through
December 31, 2002 F-7
Notes to Financial Statements F-8 to F-18
RUSSELL BEDFORD STEFANOU MIRCHANDANI , LLP
CERTIFIED PUBLIC ACCOUNTANTS
20 West, 37th street,8th Floor,
New York, New York 10018
212-868-3669
212-868-3498 (fax)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Pre-Settlement Funding Corporation
Arlington, VA
We have audited the accompanying balance sheets of Pre-
Settlement Funding Corporation (a development stage company, the
"Company") as of December 31, 2002 and 2001 and the related
statements of losses, deficiency in stockholders' equity, and cash
flows for the two years then ended and the period October 14, 1999
(date of inception) to December 31, 2002. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based upon our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Pre-Settlement Funding Corporation as of December 31, 2002 and 2001,
and the results of its operations and its cash flows for the two
years ended, and for the period October 14, 1999 (date of inception)
to December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As shown
in the financial statements, the Company has incurred net losses
since its inception. This raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans
in regard to this matter are described in Note H. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
\s\ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
Russell Bedford Stefanou Mirchandani LLP
Certified Public Accountants
New York, New York
May 19, 2003
PRE-SETTLEMENT FUNDING CORPORATION
(A Development Stage Company)
BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
2002 2001
ASSETS
Current Assets:
Cash $ 18 $ 1,003
Loans Receivable (Note F) 3,228 15,099
Claims Advances 8,000 5,250
Prepaid expenses and other 43 1,038
Total current assets 11,289 22,390
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities (Note F) 866,914 533,091
Advances from shareholder (Note F) 28,889 16,225
Total current liabilities 895,803 549,316
Commitments and contingencies (Note E) - -
DEFICIENCY IN STOCKHOLDERS' EQUITY(NOTE C)
Preferred Stock, $.001 par value per share;
100,000 shares authorized, none outstanding - -
Common Stock, $.001 par value per
share, 19,900,000 shares
authorized, 5,368,000 shares
issued and outstanding at December
31, 2002 and December 31, 2001 5,368 5,368
Additional paid in capital 183,652 183,652
Deficit accumulated during development stage (1,073,534) (715,946)
Deficiency in stockholder's equity (884,514) (526,926)
11,289 22,390
PRE-SETTLEMENT FUNDING CORPORATION
(A Development Stage Company)
STATEMENT OF LOSSES
For the Period
For the For the October 14, 1999
Year Ended Year Ended (Date of
December 31, 2002 December 31, 2001 Inception)
To
December 31, 2002
Revenues: $ 9,226 $ 6,050 $ 15,276
Costs and expenses:
General and administrative 366,826 565,851 1,091,305
Total costs and expenses 366,826 565,851 1,091,305
Other income and (expenses):
Interest and Other 12 2,880 2,495
Loss from operations (357,588) (556,921) (1,073,534)
Income (taxes) benefit - - -
Net loss (357,588) (556,921) (1,073,534)
Loss per common share (basic and assuming
dilution) (Note G) (0.07) (0.10)
Weighted average shares outstanding 5,368,000 5,351,681
PRE-SETTLEMENT FUNDING CORPORATION
(A Development Stage Company)
STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE PERIOD OCTOBER 14, 1999 (Date of Inception) TO DECEMBER 31, 2002
Deficit
Additional Accumulated
Common Stock Paid-In During
Shares Amount Capital Development Stage Total
Net loss - - - (1,291) (1,291)
Balance at December 31, 1999 - - - (1,291) (1,291)
Common stock issued on
September 30, 2000 in
exchange for
convertible debt at
$.50 per share 78,000 78 38,922 - 39,000
Common stock issued on
November 27, 2000 in
exchange for
convertible debt at
$.50 per share 26,000 26 12,974 - 13,000
Net loss at December
31, 2000 - - - (157,734) (157,734)
Balance at December 31, 2000 104,000 104 51,896 (159,025) (107,025)
Common stock issued on
January 1, 2001 in
exchange for
convertible debt at $.50
per share 174,000 174 86,826 - 87,000
Common stock issued on
January 2, 2001 to
founders in exchange
for services valued at
$ .001 per share 5,000,000 5,000 20 - 5,020
Common stock issued on
January 2, 2001 in
exchange for services
at $.50 per share 90,000 90 44,910 - 45,000
Net Loss at December
31, 2001 - - - (556,921) (556,921)
Balance at December 31 2001 5,368,000 5,368 183,652 (715,946) (526,926)
Net Loss at December
31,2002 - - - (357,588) (357,588)
Balance at December
31,2002 5,368,000 5,368 183,652 (1,073,534) (884,514)
PRE-SETTLEMENT FUNDING CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Period
For the For the October 14, 1999
Year Ended Year Ended (Date of
December 31, 2002 December 31, 2001 Inception)
To
December 31, 2002
Cash flows from operating activities
Net Loss $ (357,588) $ (556,921) $ (1,073,534)
Common stock issued to founders - 5,020 5,020
Common stock issued in exchange for services - 45,000 45,000
Changes in assets and liabilities
Loans Receivable 11,871 7,346 (3,228)
Claims Advances (5,250) (5,250)
Advances to Plaintiffs, and Other Assets (1,755) 6,700 (2,793)
Accounts Payable and accrued expenses, NET 333,823 445,676 866,914
Net cash provided from (used in)
operating activities (13,649) (52,429) (167,871)
Cash Provided (Used) by Financing Activities
Proceeds from Issuance of Capital Notes, net - 15,000 139,000
Shareholder advances (repayments) 12,664 16,225 28,889
Net cash provided in financing activities 12,664 31,225 167,889
Increase (decrease) in cash and cash equivalents (985) (21,204) 18
Cash and cash equivalents, beginning of year 1,003 22,207 -
Cash and cash equivalents, end of the year 18 1,003 18
Supplemental Information:
Cash paid during the period for interest - - -
Cash paid during the period for taxes - - -
Non cash disclosures :
Common Stock issued in exchange for Capital Notes - 87,000 139,000
Common Stock issued to founders
in exchange for services - 5,020 5,020
Common Stock issued in exchange
for services - 45,000 45,000
NOTE A-SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the
preparation of the accompanying consolidated financial statements
follows.
Business and Basis of Presentation
Pre-Settlement Funding Corporation ("Company") was formed on October
14, 1999 under the laws of the state of Delaware. The Company is a
development stage enterprise, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7") and is seeking to provide
financing to plaintiffs who are involved in personal injury claims.
From its inception through the date of these financial statements the
Company has recognized limited revenues and has incurred significant
operating expenses. Consequently, its operations are subject to all
risks inherent in the establishment of a new business enterprise. For
the period from inception through December 31, 2002, the Company has
accumulated losses of $ 1,073,534.
Revenue Recognition
The Company plans to advance cash to personal injury plaintiffs
throughout Virginia, Maryland and the District of Columbia in
exchange for a portion of the plaintiff's anticipated litigation
claims. The Company through Plaintiff's counsel will file
appropriate papers securing its position. At the inception of the
advance, no revenue is recognized and the cash advances, together
with the initial direct costs of originating the advance, which are
capitalized, will appear on the balance sheet as "Claims Advances".
The Claims Advances will be classified as current or non-current
assets, depending upon managements' estimate as to when the
underlying claim will be settled. The Company is paid only if the
customer receives a monetary settlement or judgement that exceeds the
plaintiff's lawyer's expenses. Revenues from the Company's portion
of the anticipated settlement will be recognized upon the realization
of the claims.
Non-refundable processing/administrative fees by the Company will be
offset against the direct initial costs of originating the advance.
The resulting amount will be amortized to income over the expected
life of the claim.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the
financial statements and the reported amount of revenue and expenses
during the reporting period. Accordingly actual results could differ
from those estimates.
Cash and Cash Equivalents
The Company maintains a cash balance in a non -interest-bearing
account that currently does not exceed federally insured limits. For
the purposes of the Statements of Cash Flows, the Company considers
all highly liquid debt instruments purchased with a maturity date of
three months or less to be cash equivalents. There are no cash
equivalents as of December 31, 2002 and 2001 respectively.
Property and Equipment
Property and Equipments are recorded at cost. Minor additions and
renewals are expensed in the year incurred. Major additions and
renewals are capitalized and depreciated over their estimated useful
lives. For financial statement purposes, property and equipment will
be depreciated using the straight-line method over their estimated
useful lives (three to five years for furniture, fixtures and
equipment). The straight-line method of depreciation is also used
for tax purposes.
Advertising
The Company follows the policy of charging the costs of advertising
to expenses incurred. The Company incurred advertising costs of $
1,412 and $ 1,221 during the years ended December 31, 2002 and 2001.
Impairment of long lives assets
The Company has adopted Statement of Financial Accounting Standards
No.144 ( SFAS 144). The Statement requires that long-lived assets and
certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Events relating to recoverability may include significant unfavorable
changes in business conditions, recurring losses, or a forecasted
inability to achieve break even operating results over an extended
period. The company evaluates the recoverability of long-lived assets
based upon forecasted undercounted cash flows. Should an impairment
in value be indicated, the carrying value of intangible assets will
be adjusted , based on estimates of future discounted cash flows
resulting from the use of and ultimate disposition of be reported at
the lower of the carrying amount or the fair value less costs to sell.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
December 31, 2002 and 2001. The respective carrying value of certain
on-balance sheet financial instruments approximated their fair
values. These financial instruments include cash and accounts
payable. Fair values were assumed to approximate values for cash and
payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.
Stock Based Compensation
In December 2002, the FASB issued SFAS No. 148, " Accounting for
stock-based Compensation- Transition and Disclosure- an amendment of
SFAS 123 ". This statement amends SFAS No.123, " Accounting for Stock
based Compensation , " to provide alternative methods of transition
for a voluntary charge to the fair value based method of accounting
for stock based employee compensation. In addition, this statement
amends the disclosure requirements of SFAS No.123 to require
prominent disclosures in both annual and interim financial
compensation and the effect of the method used on reported results.
The company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB
Opinion No.25 and related interpretations. Accordingly, compensation
expense for stock options is measured as the excess, if
any, of the fair market value of the Company's stock at the date of
the grant over the exercise price of the related option. The Company
has adopted the annual disclosure provisions of SFAS No.148 in its
financial reports for the year ended December 31, 2002 and will adopt
the interim disclosure provisions for its financial reports for the
quarter ended March 31, 2003. Had compensation costs for the
Company's stock options been determined based on the fair value at
the grant dates for the awards, the Company's net loss and losses per
share would have been as follows (transactions involving stock
options issued to employees and Black-Scholes model assumptions are
presented in Note G):
2002 2001
Net loss - as reported $ (357,588) $ (556,921)
Add: Total stock based employee
compensation expense as reported under
intrinsic value method (APB. No. 25) - -
Deduct: Total stock based employee
compensation expense as reported under
fair value based method (SFAS No. 123) - -
Net loss - Pro Forma (357,588) (556,921)
Net loss attributable to common
stockholders - Pro forma (357,588) (556,921)
Basic (and assuming dilution) loss per
share - as reported (0.07) (0.11)
Basic (and assuming dilution) loss per
share - Pro forma (0.07) (0.11)
Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 ( SFAS No.128 ) Earnings per
share. Basic loss per share is computed by dividing losses available
to common stockholders by the weighted average number of common
shares outstanding during the period.
Segment Information
The Company adopted Statement of Financial Accounting Standards No.
130, Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131") in the year ended December 31, 1998. SFAS
130 establishes standards for reporting information regarding
operating segments in annual financial statements and requires
selected information for those segments to be presented in interim
financial reports issued to stockholders. SFAS 130 also establishes
standards for related disclosures about products and services and
geographic areas. Operating segments are identified as components of
an enterprise about which separate discrete financial information is
available for evaluation by the chief operating decision maker, or
decision-making group, in making decisions how to allocate resources
and assess performance. The information disclosed herein, materially
represents all of the financial information related to the Company's
principal operating segment.
Income Taxes
The Company follows Statement of Financial Accounting Standards No.
109, Accounting for Income taxes ( SFAS 109 ) for recording the
provision for income taxes. Deferred tax assets and liabilities are
computed based upon the difference between the financial statement
and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is
expected to realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability during
each period. If available evidence suggests that it is more likely
than not that some portion or all of the Deferred tax assets will not
be realized, a valuation allowance is required to reduce the deferred
tax assets to the amount that is more likely than not to be realized.
Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as
current or non -current , depending on the classification of assets
and liabilities to which they relate. Deferred taxes arising from
temporary differences that are not related to an asset or liability
are classified as current or non current depending on the periods in
which the temporary differences are expected to reverse.
Concentrations of Credit Risk
Financial instruments and related items, which potentially subject
the Company to concentrations of credit risk, consist primarily of
cash, cash equivalents and trade receivables. The Company places its
cash and temporary cash investments with credit quality institutions.
At times, such investments may be in excess of the FDIC insurance
limit. The Company currently has a limited number of customers. The
Company will periodically review its Claims Advances in determining
its allowance for unsuccessful settlements to provide for estimated
future losses of advances made to plaintiffs. The allowances will be
based upon an assessment of overall risks, management's evaluation of
probable losses, historic performance, and monthly reviews of cases.
Specific advances will be written off when the probability of loss
has been established in amounts determined to cover such losses after
giving consideration to the claim's underlying value.
Liquidity
The Company is in the development stage and its efforts have been
principally devoted to developing a litigation funding business,
which advance funds to personal injury plaintiffs in exchange for a
portion of their claims. To date, the Company has generated limited
revenues, has incurred expenses, and has sustained losses. As shown
in the accompanying financial statements, the Company has incurred a
net loss of $ 357,588 during the year ended December 31, 2002 and
$556,923 during the year ended December 31, 2001. The Company's
current liabilities exceeded its current assets by $ 884,514 and
$526,926 as of December 31, 2002 and 2001 respectively. For the
period from inception through December 31, 2001, the Company has
accumulated losses of $ 1,073,534. Consequently, its operations are
subject to all risks inherent in the establishment of a new business
enterprise.
New Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141, Business
Combinations (FAS 141), and FAS 142, Goodwill and Other Intangible
Assets (FAS 142). FAS 141 addresses the initial recognition and
measurement of goodwill and other intangible assets acquired in a
business combination. FAS 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business
combination, whether acquired individually or with a group of other
assets, and the accounting and reporting for goodwill and other
intangibles subsequent to their acquisition. These standards require
all future business combinations to be accounted for using the
purchase method of accounting. Goodwill will no longer be amortized
but instead will be subject to impairment tests at least annually.
The Company is required to adopt FAS 141 and FAS 142 on a prospective
basis as of January 1, 2002; however, certain provisions of these new
standards may also apply to any acquisitions concluded subsequent to
June 30, 2001. As a result of implementing these new standards, the
Company will discontinue the amortization of goodwill as of December
31, 2001. The Company does not believe that the adoption of FAS 141
or 142 will have a material impact on its consolidated financial statements.
The FASB also issued Statement of Financial Accounting Standards No.
143, "Accounting for Obligations Associated with the Retirement of
Long-Lived Assets" (SFAS No. 143), and Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144) in August and October
2001, respectively.
SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal
obligations associated with the retirement of tangible long-lived
assets. SFAS No. 143 is effective in fiscal years beginning after June
15, 2002, with early adoption permitted. The Company expects that the
provisions of SFAS No. 143 will not have a material impact on its
consolidated results of operations and financial position upon
adoption. The Company plans to adopt SFAS No. 143 effective January 1, 2003.
SFAS No. 144 establishes a single accounting model for the impairment
or disposal of long-lived assets, including discontinued operations.
SFAS No. 144 superseded Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" (SFAS No. 121), and APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144
had no material impact on Company's consolidated financial statements.
In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This Statement rescinds FASB Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt", and an
amendment of that Statement, FASB Statement No. 64, "Extinguishments
of Debt Made to Satisfy Sinking-Fund Requirements" and FASB Statement
No. 44, "Accounting for Intangible Assets of Motor Carriers". This
Statement amends FASB Statement No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the
required accounting for certain lease modifications that have economic
effects that a similar to sale-leaseback transactions. The Company
does not expect the adoption to have a material impact to the
Company's financial position or results of operations.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses
financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force (EITF)
Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." The provisions of this
Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged.
The Company does not expect the adoption to have a material impact to
the Company's financial position or results of operations.
In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9", which removes acquisitions of
financial institutions from the scope of both Statement 72 and
Interpretation 9 and requires that those transactions be accounted for
in accordance with Statements No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets. In addition, this Statement
amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, to include in its scope long-term customer
relationship intangible assets of financial institutions such as
depositor- and borrower-relationship intangible assets and credit
cardholder intangible assets. The requirements relating to
acquisitions of financial institutions are effective for acquisitions
for which the date of acquisition is on or after October 1, 2002. The
provisions related to accounting for the impairment or disposal of
certain long-term customer-relationship intangible assets are
effective on October 1, 2002. The adoption of this Statement did not
have a material impact to the Company's financial position or results
of operations as the Company has not engaged in either of these activities.
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", which amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method
used on reported results. The transition guidance and annual
disclosure provisions of Statement 148 are effective for fiscal years
ending after December 15, 2002, with earlier application permitted in
certain circumstances. The interim disclosure provisions are effective
for financial reports containing financial statements for interim
periods beginning after December 15, 2002. The adoption of this
statement did not have a material impact on the Company's financial
position or results of operations as the Company has not elected to
change to the fair value based method of accounting for stock-based
employee compensation.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities." Interpretation 46 changes the criteria
by which one company includes another entity in its consolidated
financial statements. Previously, the criteria were based on control
through voting interest. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's
residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to
variable interest entities created after January 31, 2003. The
consolidation requirements apply to older entities in the first fiscal
year or interim period beginning after June 15, 2003. Certain of the
disclosure requirements apply in all financial statements issued after
January 31, 2003, regardless of when the variable interest entity was
established. The Company does not expect the adoption to have a
material impact to the Company's financial position or results of operations.
NOTE B - CAPITAL STOCK
The Company was incorporated under the laws of the State of Delaware
on October 14, 1999 under the name of Pre-Settlement Funding
Corporation. The company has authorized 100,000 shares of preferred
stock, with a par value of $.001 per share. As of December 31, 2002,
there are no preferred shares outstanding.
The Company has authorized 19,900,000 shares of common stock, with a
par value of $.001 per share. As of December 31, 2002 and 2001, there
are 5,368,000 shares of common stock outstanding.
In March 2000, the Company issued $ 124,000 of notes payable convertible
into common stock at a price equal to $ .50 per share. As of December
31, 2000, the holders of the notes payable elected to convert $ 52,000
of the notes, net of costs, in exchange for 104,000 shares of the
Company's common stock.
In January 2001, the holders of the $ 72,000 of convertible Notes
Payable, exercised their rights to convert the unpaid principal to
144,000 shares of the Company's common stock at the conversion price
of $.50 per share.
In January 2001, $15,000 of convertible notes payable were issued and
converted to 30,000 shares of the Company's common stock.
In January 2001, the Company issued 5,000,000 shares of the Company's
common stock to the Company's Founders in exchange for services
provided to the Company from its inception. The Company valued the
shares issued at $.001 per share, which approximated the fair value of
the services rendered. The compensation costs of $5,020 were charged
to income during the year ended December 31, 2001.
In January 2001, the Company issued 90,000 shares of the Company's
common stock to consultants in exchange for services provided to the
Company. The Company valued the shares issued at $ .50 per share,
which approximated the fair value of the shares issued during the
period the services were rendered. The compensation costs of $ 45,000
were charged to income during the year ended December 31, 2001.
NOTE C-INCOME TAXES
The Company has adopted Financial Accounting Standard number 109,
which requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been
included in the financial statement or tax returns. Under this
method, deferred tax liabilities and assets are determined based on
the difference between financial statements and tax bases of assets
and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Temporary differences
between taxable income reported for financial reporting purposes and
income tax purposes are insignificant.
For income tax reporting purposes, the Company's aggregate unused net
operating losses approximate $1,075,000, which expires through 2021,
subject to limitations of Section 382 of the Internal Revenue Code,
as amended. The deferred tax asset related to the carryforward is
approximately $366,000. The Company has provided a valuation reserve
against the full amount of the net operating loss benefit, since in
the opinion of management based upon the earning history of the
Company, it is more likely than not that the benefits will be realized.
Components of deferred tax assets as of December 31, 2002 are as follows:
Non Current:
Net operating loss carryforward $366,000
Valuation allowance (366,000)
Net deferred tax asset -
NOTE D-COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases office space for its corporate offices in
Arlington, Virginia. Commitments for minimum rentals under
noncancellable operating leases at December 31,2002 are as follows:
2003 $ 4,800
Rental expense for the years ended December 31, 2002 and 2001 was $
5,111 and $5,001, respectively and was charged to operations in the
period incurred. The lease was renewed subsequent to the date of
these financial statements through December 2003 at an annual rental
of $ 4,800.
Employment agreements
The Company has an employment agreement with the Company's Chief
Executive Officer/President and Secretary/Treasurer. In addition to
salary and benefit provisions, the agreement includes defined
commitments should the employee terminate the employment with or
without cause.
The Company has consulting agreements with outside contractors to
provide web development and business development services. The
agreements are generally for a term of 12 months from inception and
renewable automatically from year to year unless either the Company
or Consultant terminates such engagement with written notice.
NOTE E- RELATED PARTY TRANSACTIONS
A principal shareholder of the Company has advanced funds to the
Company for working capital purposes. No formal repayment terms or
arrangements exist. The net amount of advances due the shareholder
at December 31, 2002 and 2001 was $ 28,889 $16,225 respectively.
Included in accounts payable and accrued liabilities at December 31,
2002 is $ 751, which represents advances from stockholders or officers
of the Company. No formal agreement or repayment terms exist.
Included in accounts payable and accrued liabilities are $ 630,000
and $ 350,000 at December 31, 2002 and 2001, respectively for unpaid
salaries for officers of the Company.
The Company has advanced funds to its officers and principal
shareholders. The amounts due the Company at December 31, 2002 and
2001 were $3,228 and $15,099, respectively. The advances are
unsecured and no formal repayment terms or arrangements exist.
NOTE F - EARNINGS PER SHARE
Basic and fully diluted earnings per share are calculated by dividing
net income available to common Stockholders by the weighted average of common
shares outstanding during the year.
2002 2001 Inception
October 14,
1999 through
December 31,
2002
Loss Available to Common Shareholders $ (357,588) $ (556,921) $ (1,073,534)
Basic and Fully Diluted Loss Per Share (0.07) (0.11) (0.20)
Weighted Average Common Shares
Outstanding 5,368,000 5,351,681 5,368,000
NOTE G- STOCK OPTIONS AND WARRANTS
The following table summarizes the changes in options outstanding and
the related prices for the shares of the Company's Common Stock
issued to key employees of the Company.
Weighted Weighted Average
Number of Exercisable Number of Exercise Price
Shares Per Share Shares
Outstanding at December 31, 1999 - - -
Granted - - -
Exercised - - -
Cancelled - - -
Outstanding at December 31, 2000 - - -
Granted 4,540,000 1.25 4,540,000
Exercised - - -
Cancelled - - -
Outstanding at December 31, 2001 4,540,000 1.25 4,540,000
Granted - - -
Exercised - - -
Cancelled - - -
Outstanding at December 31, 2002 4,520,000 1.25 4,520,000
In January 2001, 4,520,000 options to purchase stock of the company
were issued to the Company's founders and a consultant. The range of
exercise prices is from $0.50 to $2.00 per share. The weighted
average exercise price is $1.25 per share. The weighted average
remaining contractual life of the option contracts is two and one
half years. .
In January 2001, the Company issued 20,000 options to a key vendor to
purchase the Company's common stock. The exercise price of the
options is $.50 per share and expires in December 2003.
On December 11, 2001, the Company cancelled, at no cost to the
Company, 1,500,000 options previously granted to a consultant to
purchase the Company's common stock at $1.00 per share.
For disclosure purposes the fair value of stock option grants are
estimated on the date of the grants using the Black-Scholes option
pricing model with the following weighted -average assumptions used
for stock options granted during the year ended December 31, 2001.
As a private company, the estimated fair value of stock options
granted to employees during the period on the basis of their minimum
value, which was determined by a present value calculation using a
risk free interest rate of 5.85% an expected life of 2.5 years, no
dividends being paid on the underlying common shares during the life
of the options and no volatility. If the Company recognized
compensation cost for the stock option plan in accordance with SFAS
No. 123, the Company's pro forma net loss from operations would have
been unchanged for all periods presented. The weighted average fair
value of the options granted was $ 0 for the years ended December 31,
2002 and 2001, respectively.
NOTE H- GOING CONCERN MATTERS
The accompanying statements have been prepared on a going concern
basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As
shown in the financial statements from October 14, 1999 (date of
inception of Company), the Company incurred losses from operations of
$1,073,534. This factor among others may indicate that the Company
will be unable to continue as a going concern for a reasonable period
of time.
The Company's existence is dependent upon management's ability to
develop profitable operations and resolve it's liquidity problems.
Management anticipates the Company will attain profitable status and
improve it liquidity through the continued developing of its
products, establishing a profitable market for the Company's products
and additional equity investment in the Company. The accompanying
financial statements do not include any adjustments that might result
should the Company be unable to continue as a going concern.
In order to improve the Company's liquidity, the Company is actively
pursing additional equity financing through discussions with
investment bankers and private investors. There can be no assurance
the Company will be successful in its effort to secure additional
equity financing.
If operations and cash flows continue to improve through these
efforts, management believes that the Company can continue to
operate. However, no assurance can be given that management's
actions will result in profitable operations or the resolution of its
liquidity problems.
EXHIBIT INDEX
Exhibit Description
(1) Form of Amended Underwriting and Selling Agreement between
Pre-Settlement Funding and Three Arrows Capital Corp. is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(3) (i) Amended and Restated Certificate of Incorporation is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(3) (ii) Amended and Restated Bylaws is incorporated by reference to
the Company's registration statement on Form SB-2 as filed
with the SEC on March 9, 2001.
(4) (i) Amended Form of Subscription Agreement is incorporated by
reference to Post-Effective Amendment No. 1, filed on Form
SB-2 on July 6, 2001.
(4) (ii) Form of 10% Convertible Note is incorporated by reference
to the Company's registration statement on Form SB-2 as
filed with the SEC on March 9, 2001.
(4) (iii) Form of Registration Agreement relating to the 10%
Convertible Notes is incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(4) (iv) Subscription Agreement dated October 26, 2000 by and
between Pre-Settlement Funding Corporation and Joel P. Sens
is incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(4) (v) Subscription Agreement dated October 26, 2000 by and
between Pre-Settlement Funding Corporation and Darryl Reed
is incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(4) (vi) Form of Common Stock Purchase Option relating to Exhibits 4
(iv) and 4 (v) is incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(4) (vii) Form of Amended Escrow Agreement by and between Pre-
Settlement Funding Corporation, Three Arrows Capital Corp.
and The Business Bank, is incorporated by reference to
Post-Effective Amendment No. 1, filed on Form SB-2 on July 6, 2001.
(9) Stockholder Agreement by and among Pre-Settlement Funding
Corporation, Joel P. Sens and Darryl W. Reed, dated October
26, 2000 is incorporated by reference to the Company's
registration statement on Form SB-2 as filed with the SEC
on March 9, 2001.
(10) (i) Form of Purchase and Security Agreement is incorporated by
reference to the Company's registration statement on Form
SB-2 as filed with the SEC on March 9, 2001.
(10) (ii) Employment Agreement between Pre-Settlement Funding
Corporation and Darryl Reed dated October 1, 2000 is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001
(10) (iii) Employment Agreement between Pre-Settlement Funding
Corporation and Joel Sens dated October 1, 2000 is
incorporated by reference to the Company's registration
statement on Form SB-2 as filed with the SEC on March 9, 2001.
(10) (iv) Letter by Typhoon Capital Consultants, LLC to Pre-
Settlement Funding Corporation on December 11, 2001
withdrawing as a consultant to Pre-Settlement Funding
Corporation and waiving all rights to any cash or equity
compensation owed to it by Pre-Settlement Funding
Corporation except for the fifty thousand (50,000) shares
already issued to Typhoon Capital Consultants, LLC, is
incorporated by reference to Post-Effective Amendment No.
5, filed on Form SB-2 on January 16, 2002.
(10) (v) Form of Consultant Agreement dated January 8, 2001 between
Pre-Settlement Funding Corporation and Chukwuemeka A. Njoku
is incorporated by reference to Post-Effective Amendment
No. 1, filed on Form SB-2 on July 6, 2001.
(10) (vi) Letter Agreement for consulting services dated August
31, 2000 between Pre-Settlement Funding Corporation and
Graham Design, LLC s incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(10) (vii) Letter Agreement for consulting services dated June
13, 2000 between Pre-Settlement Funding Corporation and
Baker Technology, LLC s incorporated by reference to the
Company's registration statement on Form SB-2 as filed with
the SEC on March 9, 2001.
(23) (i) Consent of Stefanou & Company, LLP is filed herein.
99.1 Certification pursuant of President to 18 U.S.C. Section
1350, as adopted to Section 906 of the Sarbanes Oxley Act of 2002.
99.2 Certification pursuant of Treasurer to 18 U.S.C.
Section 1350, as adopted to Section 906 of the Sarbanes Oxley Act of
2002.
Exhibit 23 (1)
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Is this right Darryl to confirm
need data
F-50
(See accompanying notes to financial statements)