10-Q 1 russ-10q_03312001.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10QSB [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001 [_] Transition report pursuant of Section 13 or 15(d) of the Securities Exchange Act of 1939 for the transition period ____ to______ Commission File Number: 000-1109664 RUSSIAN IMPORTS.COM ----------------------------------------- (Exact name of registrant as specified in its charter) Nevada 91-2021602 ------------------------------------ -------------------------- (State or other jurisdiction of (Employer incorporation or organization) Identification Number) 827 State Street, Suite 26, Santa Barbara, CA 93101 --------------------------------------- ----------------- (Address of Principal Executive Offices) (Zip code) Registrant's telephone number: (805) 899 1299 Securities to be registered under Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None ----------------------------- --------------------- Securities to be registered under Section 12(g) of the Act: Common Stock, $.0001 par value per share --------------------------------------------- (Title of class) Copies of Communications Sent to: Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 Tel: (561) 832-5696 Fax: (561) 659-5371 Indicate by check mark whether the registrant (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 registrant was required to file such reports,), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Of the 8,811,500 shares of voting stock of the registrant issued and outstanding as of March 31, 2001, 401,500 shares are held by non-affiliates. The aggregate market value of the voting and non- voting common equity held by non-affiliates (computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity) as of March 31, 2001 was $0.00 (for purposes of the foregoing calculation only, each of the registrant's officers and directors is deemed to be an affiliate). Transitional Small Business Disclosure Format (check one): Yes No X PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheet....................................................F-2 Statement of Operations..........................................F-3 Statement of Cash Flows..........................................F-4 Statement of Shareholders' Equity................................F-5 Notes to Financial Statements....................................F-6

The accompanying notes are an integral part of these financial statements. F-2

The accompanying notes are an integral part of these financial statements. F-3

The accompanying notes are an integral part of these financial statements. F-4

The accompanying notes are an integral part of these financial statements. F-5 RUSSIAN-IMPORTS.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 NOTE 1. DESCRIPTION OF THE BUSINESS ------------------------------------ Russian Imports was incorporated under the laws of the state of California on February 1, 2000. The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California including, without limitation, to provide sales of caviar on the Internet. Russian Imports has been in the development stage since its formation on February 1, 2000. Planned principal operations have only recently commenced since then, but Russian Imports has not generated any significant revenue. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES --------------------------------------- A. Russian Imports uses the accrual method of accounting. B. Revenues and are recognized and recorded when ordered goods are paid for by credit card. Expenses are realized and recorded when invoiced. C. Russian Imports considers all short term, highly liquid investments that are readily convertible, within three months, to known amounts as cash equivalents. Russian Imports currently has no cash equivalents. D. Primary Earnings Per Share amounts are based on the weighted average number of shares outstanding at the dates of the financial statements. Fully Diluted Earnings Per Shares shall be shown on stock options and other convertible issues that may be exercised within ten years of the financial statement dates. E. Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE 3. INCOME TAXES -------------------- Russian Imports has adopted the provisions of SFAS No. 109 "Accounting for Income Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the F-6 RUSSIAN-IMPORTS.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS(continued) NOTE 3. INCOME TAXES(cont'd) -------------------- financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Russian Imports has incurred losses that can be carried forward to offset future earnings if conditions of the Internal Revenue Codes are met. NOTE 5. FISCAL YEAR END ------------------------ Russian Imports' fiscal year end is December 31st. NOTE 6. RELATED PARTY TRANSACTIONS ----------------------------------- Russian Imports issued unregistered common stock to its President, in exchange for services as President, Secretary and Treasurer, and to non management consultants and employees in exchange for their services. The issuance of shares were recorded at their fair market value of par value. This is deemed appropriate, rather than recording the issuance of shares at the offering price, since Russian Imports' shares have no current book value. Russian Imports shares office space and telephone services of the President of Russian Imports at no charge. F-7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS PLAN OF OPERATIONS-IN GENERAL The Company's plan of operations is to be the number one seller of russian lacquer boxes on the Internet. The Company has financed its operations to date through sales of its equity securities. See "Recent Sales of Securities." The Company will also sell Russian Matroshka dolls and quality hand made crystal imported from Russia. Lacquer boxes in the United States carry a premium price. The company can import hand painted lacquer boxes from Russia at a fraction of the wholesale cost in the U.S. The Company plans to sell lacquer boxes, Matroshka dolls and Russian crystal at the lowest prices of any wholesaler or retailer of Russian lacquer boxes and other imports on the Internet. To do this, the Company will seek to establish an aggressive marketing plan both on the Internet and conventionally. During the next twelve months, the Company plans to satisfy its cash requirements by additional equity financing. There can be no assurance that the company will be successful in raising additional equity financing, and, thus, be able to satisfy its cash requirements, which primarily consist of legal and accounting fees at the present time. If the company is not able to raise equity capital, and it presently has no cash with which to satisfy any future cash requirements. The company will need a minimum of $50,000 to satisfy its cash requirements for the next 12 months. The company will not be able to operate if it does not obtain equity financing. The Company has no current material commitments. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its stock. There can be no assurance that the Company will be successful in raising the capital it requires. The company does not anticipate any further research and development of any products, nor does it expect to incur any research and development costs. The company does not expect the purchase or sale of plant or any significant equipment, and it does not anticipate any change in the number of its employees. The Company has no current material commitments. The Company has generated no revenue since its inception. The Company is still considered to be a development stage company, with no significant revenue, and is dependent upon the raising of capital through placement of its common stock. There can be no assurance that the Company will be successful in raising the capital it requires through the sale of its common stock. PART II. OTHER INFORMATION Item 1. Legal proceedings NONE Item 2. Changes in securities and use of proceeds On January 2, 2001, February 2, 2001 and March 2, 2001, the Company issued 600,000 shares of its common stock, (for a total 1,800,000 shares), pursuant to the S-8 Registration 9 Statement previously registered with the SEC , to three third party outside consultants for services in developing products for import, such services valued at $180,000. Item 3. Defaults on senior securities NONE Item 4. Submission of items to a vote NONE Item 5. Other information NONE Item 6. Exhibits and Reports on Form 8-K (a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows: Exhibit No. Description ---------- ---------------------------------------------------- 2.1 Acquisition agreement (3) 3.1 Articles of Incorporation (1) 3.2 Amendment to Articles of Incorporation(1) 3.4 By-Laws(1) 4.1 Form of Common Stock Certificate(2) 4.2 Subscription Agreement of Rene Dervaes(3) 5.1 Opinion of Kenneth G. Eade, Attorney at Law (including consent)(2) 6.1 Specimen of Stock Certificate(2) 10.1 Employee/Consultant Stock Compensation Plan(4) 23.1 Consent of Independent Accountant(2) 23.2 Consent of Kenneth G. Eade (filed as part of Exhibit 5.1)(2) 98.1 Subscription Agreement of Rene Dervaes(3) ----------------

(1) Incorporated herein by reference to the Company's Registration Statement on Form 10-SB. (2) Incorporated herein by reference to the Company's Registration Statement on Form SB-2. (3) Incorporated herein by reference to the Company's 8-K current report filed with the SEC on December 18, 2000. (4) Incorporated herein by reference to the Company's Registration Statement on Form S-8. (b) No Reports on Form 8-K were filed during the quarter ended March 31, 2001 10 SIGNATURES ---------- In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RUSSIAN IMPORTS.COM (Registrant) Date: May 21, 2001 /s/ A. Rene Dervaes, Jr. ----------------------------------- A. Rene Dervaes, Jr President, CEO and Sole Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date Signature Title ---- --------- ----- May 21, 2001 /s/ A. Rene Dervaes, Jr. -------------------------- A. Rene Dervaes, Jr President and Sole Director 11

RUSSIAN IMPORTS COM 10QSB