Edgar Filing: RAINWIRE PARTNERS INC /DE/

RAINWIRE PARTNERS, INC.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20459

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: March 31, 2003

Commission File Number: 0-23892


Rainwire Partners, Inc. (Exact Name of Registrant as specified in its charter

Delaware		57-0941152

(State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

3480 Preston Ridge Road, Suite 500 Alpharetta, GA		30005

Address of Principal executive offices of Incorporation or organization		Zip Code

770-343-8196 Registrants telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.

YES [X] NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as to the latest practical date.


CLASS	No. of shares Outstanding on June 30, 2003

Common Stock		22,109,885
Par Value $.001 Per share

TABLE OF CONTENTS


	CONDENSED CONSOLIDATED BALANCE SHEETS
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	CONSOLIDATED STATEMENT OF CHANGES IS SHAREHOLDERS' EQUITY
PART II OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K.
EX-99.1 CERTIFICATION OF THE CEO
EX-99.2 CERTIFICATION OF THE CFO

RAINWIRE PARTNERS, INC.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Page

Item 1.

Financial Statements:

Condensed Consolidated Balance Sheets at March 31, 2003 (unaudited) and December 31, 2002

Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002

Statement of Changes in Stockholders’ equity for the period December 31, 2000 to March 31, 2003 (unaudited)

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Plan of Operation

Item 3.

Controls and Procedures

PART II

OTHER INFORMATION

Page

Item 1.

Legal Proceedings

Item 2.

Changes in Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits and Reports on Form 8-K

RAINWIRE PARTNERS, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS


					March 31,			December 31,
					2003			2002

					(unaudited)
			ASSETS OF DISCONTINUED BUSINESS

CURRENT ASSETS
	Cash				$	—

TOTAL CURRENT ASSETS					$	—		$	—


			LIABILITIES OF DISCONTINUED BUSINESS

CURRENT LIABILITIES
	Related Party loans				$	150,355		$	150,355
	Accounts payable					717,294			717,294
	Accrued business disposal costs and expenses					46,987			46,987
	Other accrued liabilities					63,943			63,943

TOTAL CURRENT LIABILITIES						978,579			978,579

REDEEMABLE PREFERRED STOCK
	Par value $.001; authorized 2,500,000 shares
		Series C, 24,959 shares outstanding				52,911			52,911
		Series D, 500,000 shares outstanding				50,000			50,000

						102,911			102,911

COMMITMENTS AND CONTINGENCIES

				STOCKHOLDERS’ EQUITY (DEFICIT)

	Common stock, $.001 par value; authorized, 300,000,000 shares 32,109,885 shares issued, 22,109,885 shares and outstanding					32,110			32,110
	Paid-in capital					1,778,272			1,773,772
	Accumulated (deficit)					(2,841,872	)		(2,837,372	)
	Treasury Stock, 10 million shares					(50,000	)		(50,000	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)						(1,081,490	)		(1,081,490	)

					$	—		$	—

The accompanying notes are an integral part of these financial statements

RAINWIRE PARTNERS, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


							INCEPTION
							OF DEVELOPMENT
							STAGE
		THREE MONTHS ENDED					(JANUARY 1, 2001)
		MARCH 31,					TO
							MARCH 31,
		2003			2002		2003

Revenues		$	—		$	—	$	—
Expenses

Income (loss) from continuing operations			—			—		—
Discontinued Operations:
	Loss from discontinued operations		4,500			—		349,945

Net income		$	(4,500	)	$	—	$	(349,945	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			22,109,885			9,609,885

Basic And Diluted Net Income Per Common Share		$	—		$	—
Income From Discontinued Operations			*			—

Basic And Diluted Net Income Per Common Share			*		$	—

* Less than ($.01) per share

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RAINWIRE PARTNERS, INC.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS


											INCEPTION
											OF DEVELOPMENT
											STAGE
					Three Months Ended						(JANUARY 1, 2001)
					March 31,						TO
											MARCH 31,
					2003			2002			2003

CASH FLOWS FROM OPERATING ACTIVITIES
	Discontinued Operations:
	Adjustments to reconcile net loss to net cash flows used by discontinued activities
		Loss from operations of discontinued business			$	(4,500	)	$	—		$	(349,945	)
		Stock issued for services							2,500			94,600
		Capital contributed for services							40,000			312,200
		Changes in assets and liabilities										—
			Accounts receivable						21,962			21,962
			Other current assets						12,700			12,700
			Accounts payable						343,650			252,277
			Accrued liabilities									40,800
			Provision for loss on disposal of the business						(553,247	)		(553,247	)

				Net cash flows used by discontinued activities		(4,500	)		(132,435	)		(168,653	)

CASH FLOWS FROM INVESTING ACTIVITIES
	Decrease in other assets								6,255			6,255

				Net cash flows from investing activities					6,255			6,255

CASH FLOWS FROM FINANCING ACTIVITIES
	Related party loans					4,500			114,925			150,355
	Proceeds from issuance of common stock								10,000			10,000

				Net cash flows from financing activities		4,500			124,925			160,355

NET CHANGE IN CASH FLOW FOR THE YEAR						—			(1,255	)		(2,043	)
CASH, BEGINNING OF PERIOD									2,043			2,043

CASH, END OF PERIOD					$	—		$	788		$	0

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Related party loan paid by issuance of 12 million shares of the Company’s common stock											$	60,000

Redeemable Preferred Stock issued in exchange for 10 million shares of common stock of the Company											$	50,000

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

RAINWIRE PARTNERS, INC.
(A Development Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IS SHAREHOLDERS’ EQUITY


			COMMON STOCK
									PAID-IN		ACCUMULATED			TREASURY
			SHARES			AMOUNT			CAPITAL		(DEFICIT)			STOCK			TOTAL

Balance, December 31, 2000				7,609,886		$	7,610		$	1,321,472	$	(2,491,927	)	$	—		$	(1,162,845	)
Shares issued for legal services at $.025 per share on August 29, 2001				100,000			100			2,400								2,500
Shares sold at $.05 per share on September 30, 2001				200,000			200			9,800								10,000
Shares issued to retire debt on August 29, 2001 at $.005 per share				12,000,000			12,000			48,000								60,000
Management services contributed to capital										40,000								40,000
Purchase of 10 million shares as treasury stock for issuance of 500,000 shares of Series D convertible debentures, October 15, 2001															(50,000	)		(50,000	)
Net income (loss) for the year												—						—

Balance, December 31, 2001				19,909,886			19,910			1,421,672		(2,491,927	)		(50,000	)		(1,100,345	)
Correction of share issuances, prior year				(300,001	)		(300	)		300								—
Shares issued for compensation December 31:
		at $.00671 per share		10,000,000			10,000			57,100								67,100
		at $.01 per share		2,500,000			2,500			22,500								25,000
Contributed capital										272,200								272,200
	Net (loss) for the year											(345,445	)					(345,445	)

Balance, December 31, 2002				32,109,885			32,110			1,773,772		(2,837,372	)		(50,000	)		(1,081,490	)
Contributed capital										4,500								4,500
	Net (loss) for the year											(4,500	)					(4,500	)

Balance, March 31, 2003				32,109,885		$	32,110		$	1,778,272	$	(2,841,872	)	$	(50,000	)	$	(1,081,490	)

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

RAINWIRE PARTNERS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of March 31, 2003 and the consolidated results of its operations and cash flows for the three months ended March 31, 2003 and 2002. Operating results for the three months ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003.

These condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Form 10-KSB for the year ended December 31, 2002.


Item 2.		Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.

This 10-QSB contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that certain statements in this 10-QSB are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors. Such uncertainties and risks include, among others, certain risks associated with government regulation, and general economic and business conditions. Actual events, circumstances, effects and results may be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Consequently, the forward-looking statements contained herein should not be regarded as representations by the Company or any other person that the projected outcomes can or will be achieved.


	The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Form 10-QSB.


	A. Financial Condition.

The Company is solely dependent on advances from related parties to continue in existence as the Company is in a negative financial position, has discontinued its operations as of December 31, 2000 and has substantial past due obligations and commitments. Its audited financial statements disclose a “going concern” paragraph in its most recent audited financial statements and nothing has changed that circumstance to date. The Company has no employees or facilities.


	B. Plan of Operations


	The Company has had no operations since December 31, 2000 and is financially dependent on its shareholders, related parties and/or management, who have financed its existence to date. In the near term the Company will pursue an acquisition or merger to achieve profitable operations and adequate cash flows to meet its financial obligations.

Item 3. Controls and Procedures


	(a) Evaluation of disclosure controls and procedures. Within 90 days before filing this report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures. The Company’s disclosure controls and procedures are the controls and other procedures that the Company has designed to ensure that it records, processes, summarizes and reports in a timely manner the information the Company must disclose in its reports filed under the Securities Exchange Act. Lyne Marchessault, President and Peggy A. Evans, Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Ms. Marchessault and Ms. Evans concluded that, as of the date of their evaluation, the Company’s disclosure controls and procedures were effective.

	(b) Internal controls. Since the date of the evaluation described above, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect those controls, including any corrective actions with regard to significant deficiencies and material weakness.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

No material change.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Under the terms of our Series D Preferred Stock, if the Company shall fail to pay a dividend to the holders of the Series D for two consecutive quarters, the Series D shall be convertible into fifty million (50,000,000) shares of the common stock of the Company so long as such dividends remain unpaid. As of the date of the filing of this Quarterly Report, the Company has failed to pay a dividend for two consecutive quarters and the conversion feature has been triggered, although the holder has not converted the preferred stock.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K.

Form 8-K

None.

Exhibits


99.1		Certification by Lyne Marchessault, President of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2		Certification by Peggy A. Evans, Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 30, 2003.


		Rainwire Partners, Inc., a Delaware corporation

		By:		/s/ Lyne Marchessault

		Name:		Lyne Marchessault
		Title:		President

		By:		/s/ Peggy Evans

		Name:		Peggy Evans
		Title:		Chief Financial and Accounting Officer

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Rainwire Partners, Inc. for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Lyne Marchessault, President of registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:

(1) I have reviewed this quarterly report on Form 10-QSB of Rainwire Partners, Inc.;

(2) Based on my knowledge, this quarterly 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; and

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this quarterly report; and

(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 we 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 quarterly 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 quarterly 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 function):


	(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 quarterly report whether or not there were significant changes in internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Dated: June 30, 2003	By:	/s/ Lyne Marchessault

		Lyne Marchessault
		President

This certification accompanies this Quarterly Report on Form 10-QSB pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of Rainwire Partners, Inc., for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Peggy A. Evans, Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:

(1) I have reviewed this quarterly report on Form 10-QSB of Rainwire Partners, Inc.;


	(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 quarterly 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 quarterly 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;


	(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


Dated: June 30, 2003	By:	/s/ Peggy A. Evans

		Peggy A. Evans Chief Financial Officer

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