<PAGE> 1
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
NEXLAND, INC.
--------------------------------------------------------------------------------
Arizona 65-0782410
------------------------------ ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1101 Brickell Avenue, North Tower, Suite 200, Miami, Florida 33131
--------------------------------------------------------------------------------
Address of principal executive office (Zip code)
(305) 358-7771
--------------------------------------------------------------------------------
Registrant's telephone number, including area code
(1) Registrant 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
1. [X] Yes [ ] No 2. [ ] Yes [X] No
As of July 28, 2000, there were 35,023,916 shares outstanding of issuer's common
stock.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I
Financial Information
ITEM I
Nexland, Inc.
Index to Financial Statements
Balance Sheet 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
</TABLE>
- 2 -
<PAGE> 3
PART 1 - FINANCIAL STATEMENTS
NEXLAND, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
(Unaudited) December 31,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 38,145 $ 4,231
Accounts receivable 125,455 78,597
Inventory 173,358 56,467
----------- -----------
TOTAL CURRENT ASSETS 336,958 139,295
EQUIPMENT, NET 19,707 4,775
DEPOSITS AND OTHER ASSETS 33,180 3,180
----------- -----------
$ 389,845 $ 147,250
=========== ===========
LIABILITIES AND CAPITAL DEFICIT
CURRENT LIABILITIES
Accounts payable $ 510,586 $ 196,061
Accrued expenses 61,459 53,939
Notes payable 19,553 19,553
----------- -----------
TOTAL CURRENT LIABILITIES 591,598 269,553
NOTES PAYABLE - RELATED PARTIES 201,917 201,917
----------- -----------
793,515 471,470
----------- -----------
CAPITAL DEFICIT
PREFERRED STOCK, 10,000,000 SHARES AUTHORIZED,
$0.0001 PAR VALUE; NO SHARES OUTSTANDING -- --
COMMON STOCK, 50,000,000 SHARES AUTHORIZED,
$0.0001 PAR VALUE; 35,023,916 and 34,094,703 ISSUED
AND OUTSTANDING 3,502 3,410
ADDITIONAL PAID-IN CAPITAL 2,163,837 --
UNEARNED COMPENSATION (458,334) --
ACCUMULATED DEFICIT (2,112,675) (327,630)
----------- -----------
TOTAL CAPITAL DEFICIT (403,670) (324,220)
----------- -----------
$ 389,845 $ 147,250
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
- 3 -
<PAGE> 4
NEXLAND, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE FOR THE
THREE THREE SIX SIX
MONTHS MONTHS MONTHS MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES $ 241,270 $ 31,015 $ 440,880 $ 34,902
COST OF SALES 91,463 21,403 177,195 27,342
------------ ------------ ------------ ------------
GROSS PROFIT 149,807 9,612 263,685 7,560
------------ ------------ ------------ ------------
OPERATING EXPENSES:
EXPENSE IN CONNECTION WITH ISSUANCE
OF COMMON STOCK FOR COMPENSATION 1,125,000 -- 1,125,000 --
SELLING, GENERAL AND ADMINISTRATIVE 379,786 11,836 910,544 15,320
DEPRECIATION 1,274 -- 2,114 --
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 1,506,060 11,836 2,037,658 15,320
INTEREST EXPENSE 5,536 -- 11,072 --
------------ ------------ ------------ ------------
NET (LOSS) $ (1,361,789) $ (2,224) $ (1,785,045) $ (7,760)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 34,457,472 29,500,000 34,293,178 29,500,000
NET (LOSS) PER COMMON SHARE $ (.04) $ -- $ (.05) $ --
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
- 4 -
<PAGE> 5
NEXLAND, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE FOR THE
SIX SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
NET LOSS $(1,785,045) $ (7,760)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:
COMPENSATION CHARGES IN CONNECTION WITH
EMPLOYMENT AGREEMENT 41,666 --
COMPENSATION CHARGE IN CONNECTION
WITH SEVERANCE 1,125,000 --
EXPENSES PAID BY ISSUANCE OF COMMON STOCK 378,929 --
DEPRECIATION 2,114 --
CHANGES IN ASSETS AND LIABILITIES:
(INCREASE) IN ACCOUNTS RECEIVABLE (46,858) (837)
(INCREASE) IN INVENTORY (116,891) (73,281)
(INCREASE) IN PREPAID EXPENSES AND OTHER ASSETS (30,000) --
INCREASE IN ACCOUNTS PAYABLE
AND ACCRUED EXPENSES 322,045 100,675
----------- -----------
TOTAL ADJUSTMENTS 1,676,005 26,557
----------- -----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (109,040) 18,797
----------- -----------
INVESTING ACTIVITIES:
PURCHASE OF EQUIPMENT (17,046) (1,943)
----------- -----------
FINANCING ACTIVITIES:
PROCEEDS FROM ISSUANCE OF EXERCISE OF OPTIONS 160,000 --
ADVANCES FROM STOCKHOLDER -- 12,916
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 160,000 12,916
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 33,914 29,770
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,231 23
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 38,145 $ 29,793
=========== ===========
SUPPLEMENTAL DISCLOSURES:
CASH PAID FOR TAXES $ -- $ --
CASH PAID FOR INTEREST $ 5,536 $ --
ISSUANCE OF COMMON STOCK FOR COMPENSATION $ 500,000 $ --
ISSUANCE OF COMMON STOCK FOR SEVERANCE $ 1,125,000 $ --
ISSUANCE OF COMMON STOCK FOR EXPENSES PAID $ 378,929 $ --
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
- 5 -
<PAGE> 6
NEXLAND, INC.
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
1. FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited financial
statements have been prepared in accordance with the instructions to Form 10-Q
and include all adjustments (consisting only of normal recurring accruals) which
are necessary for a fair presentation of the results for the periods presented.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1999. The results of operations for the six months ended June 30.
2000 are not necessarily indicative of the results to be expected for the full
year.
2. EARNINGS PER SHARE
The following reconciles the components of the earnings per share (EPS)
computation.
<TABLE>
<CAPTION>
For the six months ended June 30, 2000 For the six months ended June 30, 1999
---------------------------------------------- ---------------------------------------------
Loss Shares Per Share Loss Share Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Loss per common share-basic
and diluted $(1,785,045) 34,293,178 $(.05) $ (7,760) 29,500,000 $ --
</TABLE>
Net loss per share of common stock is based on the weighted average number of
common shares outstanding during each period. Diluted loss per share of common
stock is computed on the basis of the weighted average number of common shares
and dilutive options and warrants outstanding. All options and warrants have an
anti-dilutive effect and are excluded from the calculation.
3. CAPITAL DEFICIT
During the six months ended June 30, 2000, the Company issued 30,000
shares of common stock to a consultant for services rendered and recorded a
charge to consulting fees with a corresponding credit to additional paid-in
capital in the amount of $138,750.
During the six months ended June 30, 2000, the Company issued 39,213
shares of common stock in connection with the late filing of the Company's Form
S-1 and recorded a charge to penalty expense with a corresponding credit to
additional paid-in capital in the amount of $240,179.
On April 25, 2000, pursuant to an employment contract between the
Company and Enrique Dillon (the Chief Executive Officer at that time), the
Company issued 1,170,000 shares of common stock to Enrique Dillon. On May 1,
2000, pursuant to an employment contract between the Company
- 6 -
<PAGE> 7
and Martin Dell'Oca (Chief Financial Officer) the Company issued 200,000 shares
of common stock to Martin Dell'Oca. The shares under both employment contracts,
are subject to forfeiture in the event the employees resign or are terminated
for cause prior to the initial two-year terms of their respective employment
agreements. Pending the forfeiture periods, the shares are held in escrow.
In connection with these employment agreements, the Company recorded as a charge
to stockholders' equity as unearned compensation equivalent to the market value
of the common stock at the date of grant and is being amortized over the period
of the employment agreement. Amortization of $41,666 was recorded during the six
month period ended June 30, 2000.
On June 30, 2000, Mr. Dillon resigned from his position in the Company for
personal reasons. In connection with his resignation, the 1,170,000 shares of
common stock issued in connection with his employment agreement were forfeited.
The Company in consideration of the termination of the employment agreement
issued 500,000 shares of common stock to the former executive. In connection
with this, the Company recorded a charge to operations in the amount of
$1,125,000 during the six-month period ended June 30, 2000.
- 7 -
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTORY STATEMENTS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS.
This Quarterly Report contains forward-looking statements, including
statements regarding, among other things, (a) the growth strategies of Nexland,
Inc. (the "COMPANY"), (b) anticipated trends in the Company's industry, (c) the
Company's future financing plans and (d) the Company's ability to obtain
financing and continue operations. In addition, when used in this Quarterly
Report, the words "believes," "anticipates," "intends," "in anticipation of,"
and similar words are intended to identify certain forward-looking statements.
These forward-looking statements are based largely on the Company's expectations
and are subject to a number of risks and uncertainties, many of which are beyond
the Company's control. Actual results could differ materially from these
forward-looking statements as a result of changes in trends in the economy and
the Company's industry, reductions in the availability of financing and other
factors. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this Quarterly Report will in
fact occur. The Company does not undertake any obligation to publicly release
the results of any revisions to these forward-looking statements that may be
made to reflect any future events or circumstances.
GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of operation. The Company's ultimate ability to attain
profitable operations is dependent upon obtaining additional financing adequate
to complete its marketing and promotional activities, and to achieve a level of
sales adequate to support its cost structure. Through June 30, 2000, the Company
has incurred losses totaling $2,112,675, out of which $1,545,595 are expenses
paid by the issuance of common stock, plus $327,630 accumulated deficit in 1999,
all of which raise substantial doubt about the Company's ability to continue as
a going concern.
As previously reported in its Form 10-K ("FORM 10-K") for the year
ended December 31, 1999, the Company needed to increase the sales of the
Company's product and raise additional capital to continue its operations.
Management believes that significant resources will be available from private
and public sources in 2000 to continue the marketing of its internet sharing
devices. Management has established plans designed to increase the sales of the
Company's products. Management intends to seek capital from new equity
securities offerings that will provide funds needed to increase liquidity, fund
internal growth and fully implement its business plan. The Company has no
commitment for any additional capital and no assurances can be given that the
Company will be successful in raising any new capital. The Company has raised
$12,113 through the exercise of the Class A Warrants as of the date
of this filing, and $30,000 through a $1,000,000 Private Placement available
through October 1, 2000. On August 8, 2000, the Company issued a 30 day call for
redemption of all outstanding Class A Warrants. Class A Warrant holders must
exercise by September 8, 2000 at $1.00 per share, or the warrants will be
redeemed by the Company for $0.0025 per A warrant. The Company's inability to
- 8 -
<PAGE> 9
increase its sales and/or to raise new capital will have a material adverse
effect on the Company's ability to continue its operations, its financial
condition, and on its ability to continue as a going concern. See "Management's
Plan of Operations and Discussion and Analysis - Liquidity and Capital
Resources."
SIGNIFICANT PLANT OR EQUIPMENT PURCHASES.
The Company does not currently anticipate any significant plant or
equipment purchases during the next twelve months.
CHANGES IN THE NUMBER OF EMPLOYEES.
The Company currently has thirteen (13) employees. If the Company is
successful in increasing its sales level or in raising significant new capital,
the Company anticipates hiring twelve (12) additional personnel during the
remainder of 2000. The Company believes that this personnel will be adequate to
accomplish the tasks set forth in its plan.
SALES
During the three and the six month period ended June 30, 2000, sales
increased substantially from the comparable period in 1999. These increases in
sales were attributed to the Company's expansion and the increased marketability
of its product. Sales for the six months ended June 30, 2000 were $440,880
representing an increase of 1,200% over the comparable period. The Company began
to market its product during the later part of 1999.
COST OF SALES
Cost of sales increased consistent with the increases in sales. The
gross profit improved as a result of the Company being able to obtain better
manufacturing costs due to economic of scale for its internet sharing devices.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses increased in the three and
the six month period ended June 30, 2000 over the comparable periods in 1999.
The increases are primarily attributable to the expenses incurred in connection
with the marketability and sale of the Company's products as well as increase in
personnel and increases in professional and consulting costs ($325,408). In
addition, during the six months ended June 30, 2000, the Company recorded a
charge in the amount of $378,929 in connection with the issuance of the common
stock to a consultant ($138,750) and for penalties to former shareholders
($240,179) as a result of the Company's late filing of its Form S-1.
Expense in connection with issuance of common stock increased by
$1,166,666 during the six month period ended June 30, 2000, as compared to the
same period in the prior year. The increase was directly related to amortization
of unearned compensation ($41,666) and severance charge recorded $(1,125,000),
related to resignation of the Company's Chief Executive Officer.
- 9 -
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
During the six month period ended June 30, 2000, the net cash used by
the Company in operating activities aggregated $109,040. This was largely
attributable to increased operating expenses, purchases of inventory and
increases in accounts payable. The Company's net cash provided by financing
activities aggregated $160,000 during the six months ended June 30, 2000,
consisting of proceeds from exercise of options.
Since inception, the Company has relied principally upon the proceeds
of private equity financings/loans to fund its working capital requirements and
capital expenditures.
The Company estimates that it will need to expend approximately
$3,000,000 on new products, increasing its sales force and additional research
and development. In addition, present operating costs are approximately $70,000
per month and are expected to increase to approximately $250,000 per month by
the third quarter of 2000.
The Company must obtain additional capital in order to increase
marketing and sales efforts. The Company intends to raise additional capital
through the exercise of the Class A and Class B Warrants for shares of Common
stock, loans, and/or to enter into arrangements for such purposes with third
parties. There is no assurance that the Company will be able to raise such
additional capital or that, if available, the terms of such financing will be
commercially acceptable to the Company. The Company has no significant operating
history. As noted above, on August 8, 2000 the Company issued a call for its
Class A Warrants.
CAPITAL EXPENDITURES
During the six months ended June 30, 2000, the Company's net capital
additions were $17,046. During 2000, the Company anticipates spending $300,000
in developing new products, purchasing computers and other systems.
No significant capital additions were made during the comparable period
in 1999.
INFLATION
The Company has not been materially affected by the impact of
inflation.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Officers and Directors of the Company certify that to the best of
their knowledge, neither the Company nor any of its officers and Directors are
parties to any legal proceeding or litigation. Further, the Officers and
Directors know of no threatened or contemplated legal proceedings or litigation.
- 10 -
<PAGE> 11
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 25, 2000, pursuant to an employment contract between the
Company and Enrique Dillon, the Company issued 1,170,000 shares of common stock
to Enrique Dillon. On May 1, 2000, pursuant to an employment contract between
the Company and Martin Dell'Oca, the Company issued 200,000 shares of common
stock to Martin Dell'Oca. Because the shares were issued for services, neither
transaction involved the payment of money to the Company. The shares under both
employment contracts, are subject to forfeiture in the event the employees
resign or are terminated for cause prior to the initial two-year terms of their
respective employment agreements. Pending the forfeiture periods, the shares are
held in escrow. The Company relied upon the exemption provided by Section 4(2)
of the Securities Act of 1933, for "transactions by an issuer not involving any
public offering."
On June 30, 2000, the employment agreement between the Company and
Enrique Dillon was terminated. Pursuant to the severance agreement, the
1,170,000 shares of common stock issued in connection with the employment
agreement were forfeited and cancelled. In connection with the severance
agreement, the Company issued 500,000 shares of common stock to Enrique Dillon
in consideration of the termination of the employment agreement. The Company has
agreed with Mr. Dillon to register these shares on its next registration
statement for selling shareholders. As a result, the Company recorded a charge
to operations in the amount of $1,125,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
The Company has amended its 10K for the fiscal year ended 1999. The
method of accounting for business combinations has been determined to be
inappropriate.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are incorporated by reference from the
Registrant's Form S-1 Registration Statement filed with the Securities and
Exchange Commission (the "Commission") Commission File No. 333-3074 on April 1,
1996 and declared effective by the Commission on August 16, 1996.
Number Document
------ --------
3.1 Articles of Incorporation
3.2 Amended Articles of Incorporation
3.3 Bylaws of the Company
- 11 -
<PAGE> 12
The following documents are incorporated by reference from the
Registrant's Form 10-K Annual Report for the period ended December 31, 1998:
Number Document
------ --------
3.3 Amended Articles of Incorporation dated December 31, 1997
3.4 Amended Articles of Incorporation dated April 15, 1998
The following documents are incorporated by reference from the
Registrant's Form 8-K Report filed with the Securities and Exchange Commission
(the "Commission") Commission file #333-3074, on December 3, 1999:
Number Document
------ --------
10.1 March 14, 2000 Consulting Agreement between Nexland S.A. and
the Company
10.2 November 17, 1999, Mutual Non-Competition Agreement between
Nexland, S.A. and the Company
10.3 November 17, 1999, Co-Operation Agreement between Smerwick,
Ltd. and the Company
The following documents are filed herewith:
23 Consent of Allan M. Lerner, P.A.
27 Financial Data Schedule
SIGNATURES
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.
Nexland, Inc.
Dated: August 9, 2000 By: /s/ Martin Dell'Oca
-------------------------------
Martin Dell'Oca
Chief Financial Officer
- 12 -
