FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: March 31, 2002 Commission file number: 333-48312 FREEWILLPC.COM, INC. ------------------------------------------- (exact name of registrant as specified in its charter) Nevada 75-2877111 ----------------------- ---------- (State of Incorporation) (IRS ID No.) 709-B West Rusk, Suite 500, Rockwall, Texas 75087 ----------------------------------------------------------- -------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 972-772-5930 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past twelve 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 [ ]. Shares of common stock outstanding at March 31, 2002: 4,600,000 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page Number Item 1. Financial Statements - these statements have been reviewed by an independent public accountant F-1 - F-5 Item 2. Managements's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION 9 FREEWILLPC.COM, INC. CONDENSED BALANCE SHEETS March 31, 2002 and December 31, 2001 ASSETS ------ March 31, 2002 Dec 31, 2001 (Unaudited) ----------------- ------------------ CURRENT ASSETS: Cash $2,277 $4,957 Accounts receivable 13,093 13,093 Prepaid expenses 43,700 ----------------- ------------------ Total current assets 15,370 61,750 PROPERTY AND EQUIPMENT: Website (net of $6,111 and $5,278 amortization respectively) 3,889 4,722 ----------------- ------------------ TOTAL ASSETS $19,259 $66,472 ================= ================== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ LIABILITIES Accounts payable $15,159 $14,943 STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 25,000,000 authorized, 4,600,000 and 4,580,000 shares issued and outstanding at March 31, 2002 and December 31, 2001 respectively 4,600 4,580 Additional paid-in-capital 102,337 96,057 Deficit accumulated during the development stage (102,837) (49,108) ----------------- ------------------ Total Stockholders' Equity 4,100 51,529 ----------------- ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $19,259 $66,472 ================= ================== See notes to unaudited condensed financial statements F-1 FREEWILLPC.COM, INC. CONDENSED STATEMENT OF OPERATIONS Three months ended March 31, 2002 and 2001 Three months Three months ended ended March 31, 2002 March 31, 2001 (Unaudited) (Unaudited) ----------------- ------------------ REVENUE: Sales $0 $0 COST OF SALES: 0 0 ----------------- ------------------ GROSS PROFIT 0 0 OPERATING EXPENSE: Depreciation and amortization 833 833 Consulting - related party General and administrative 52,896 630 ----------------- ------------------ Total Operating Expense 53,729 1,463 ----------------- ------------------ NET LOSS ($53,729) ($1,463) ================= ================== Weighted average shares outstanding 4,596,222 4,200,000 ================= ================== Loss per share - basic and diluted ($0.00) ($0.00) ================= ================== See notes to unaudited condensed financial statements F-2 FREEWILLPC.COM, INC. STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT Period from inception (June 13, 2000) to March 31, 2002 Common Stock Paid In Accumulated Shares Amount Capital Deficit Total ------------------------------------------------------------- ------------------ Balance, June 13, 2000 (date of inception) -0- -0- -0- -0- -0- Shares issued on June 13, 2000 for: Cash 500,000 500 500 Services 3,500,000 3,500 3,500 June 15, 2000 for: Website development 200,000 200 9,800 10,000 Paid in capital by shareholder 600 600 Net Loss (9,012) (9,012) ------------------------------------------------------------- ------------------ Balance December 31, 2000 4,200,000 $4,200 $10,400 ($9,012) $5,588 ============================================================= ================== Sale of common stock 380,000 380 94,620 95,000 Expenses of offering (10,163) (10,163) Paid in capital by shareholder 1,200 1,200 Net Loss (40,096) (40,096) ------------------------------------------------------------- ------------------ Balance December 31, 2001 4,580,000 4,580 96,057 (49,108) 51,529 ============================================================= ================== Stock issued for services 20,000 20 5,980 6,000 Paid in capital by shareholder 300 300 Net Loss (53,729) (53,729) ------------------------------------------------------------- ------------------ Balance March 31, 2002 4,600,000 4,600 102,337 (102,837) 4,100 ============================================================= ================== See notes to unaudited condensed financial statements F-3 FREEWILLPC.COM, INC. STATEMENT OF CASH FLOWS Three months ended March 31, 2002 and 2001 Three months Three months ended ended March 31, 2002 Mar 31, 2001 (Unaudited) (Unaudited) ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($53,729) ($1,463) Adjustments to reconcile net loss to net cash (used) by operating activities: Increase (decrease) in accounts payable 216 (3,382) Decrease in prepaid expenses 43,700 Items not requiring cash: Stock issued for services 6,000 Amortization 833 833 ----------------- ------------------ NET CASH (USED) BY OPERATING ACTIVITIES: (2,980) (4,012) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of assets 0 0 CASH FLOWS FROM FINANCING ACTIVITIES: Sale of common stock (net of offering expense) Payment of expense by shareholder 300 300 ----------------- ------------------ Total cash flows from financing activities 300 300 ----------------- ------------------ NET INCREASE IN CASH ($2,680) ($3,712) CASH, BEGINNING OF PERIOD 4,957 4,480 ----------------- ------------------ CASH, END OF PERIOD $2,277 $768 ================= ================== See notes to unaudited condensed financial statements F-4 FREEWILLPC.COM, INC. NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS March 31, 2002 Note A - Presentation The condensed balance sheet of the Company as of March 31, 2002, the related condensed statements of operations for the three months ended March 31, 2002 and 2001, the statement of stockholders' equity and accumulated deficit for the period June 13, 2000 (date of inception) to March 31, 2002, and the statements of cash flows for the three months ended March 31, 2002 and 2001, included in the condensed financial statements include all adjustments (consisting of normal, recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the three months ended March 31, 2002 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-QSB should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company's December 31, 2001 Form 10-KSB. F-5 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations The Registrant is engaged in the sale of computers and computer peripheral products over the internet. We have pursued combining computer consulting and sales as a way to increase our margins and visibility among small businesses as well as target marketing small businesses through some direct marketing and email. We expected this would cause small businesses to think of us first in the future when they were to buy computers and/or computer peripheral equipment. Those expectations did not show to be true as our efforts indicate that customers are driven more by price than what they get and we feel that our competitors who were positioned in the market with better names and better prices, have taken customers who otherwise might be turned to us. We face a hard road to turn our sales effort around to be profitable. Liquidity The Registrant has liquid assets of $2,277 and total current assets of $15,370. This amount includes the funds raised in the SB-1 registration offering which was filed with the U.S. Securities & Exchange Commission in 2001 in which we raised a net amount after offering expenses of $84,837. Almost all of this money was spent on advertising to promote our company and its website and services. However, given the market conditions and the competitiveness of the computer sales industry, price competition caused us not to have much success. Capital Resources The Registrant's capital resources have been generated from the sale of products through its web site and has capital resources remianing from the sale of stock under its registration statement. There are no plans or requirements for purchase of capital items during the quarter for company purposes. The Registrant does not foresee any material capital purchase in the coming twelve months. 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Company is not involved in any legal proceedings. Item 2. Changes in Securities. Registrant has made no changes in its securities. Item 3. Defaults Upon Senior Securities. Registrant has no senior securities and accordingly no defaults. Item 4. Submission of Matters to a Vote of Security Holders. Registrant submitted no matters to a vote of security holders. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. None. 9 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FreewillPC.com, Inc. ---------------------------- (Registrant) BY: /s/ David McCune ----------------------- David McCune Its: President and Secretary DATE: May 9, 2002 Rockwall, Texas 10