US DATA AUTHORITY INC
10QSB/A, 2000-11-13
HOTELS & MOTELS
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

___________________________________________

FORM 10-QSB/A

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

For the quarterly period ended June 30, 2000
Commission File No. 000-28251

US Data Authority, Inc.
(Exact name of small business issuer as specified in its charter)

Florida
(State of Incorporation)

65-0693150
(I.R.S. Employer Identification No.)

3500 NW Boca Raton Boulevard, Building 811, Boca Raton, Florida 33431
(Address of Principal Executive Offices)

(561) 368-0032
(Issuer's Telephone Number, Including Area Code)

SunVest Resorts, Inc.
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 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 equity as of the latest practicable date.

Common stock, par value $.02 per share, 25,000,159 shares issued and outstanding as of August 14, 2000.

Transitional Small Business Disclosure Format (Check one): Yes __ No X

 

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

US Data Authority, Inc.
Balance Sheets
(Unaudited)

Assets

 

June 30,
2000

December 31,
2000

Cash and equivalents
Accounts receivable
Deferred income taxes
Other
Goodwill
Fixed assets-net
Assets from discontinued operations

$1,225,144
87,885
296,000
46,581
125,485
619,092
0







12,645,700

Total Assets

2,400,187

12,645,700

Liabilities and Shareholders' Deficit

Notes and mortgages payable
Accounts payable and accrued liabilities
Liabilities from discontinued operations

40,520
599,439
0

0
0
15,589,100

 

639,959

15,589,100

Shareholders' equity:

 

 

Common Stock, $.02 par value
100,000,000 authorized
25,000,159 issued and outstanding
Capital in excess of par
Accumulated deficit



500,000
2,574,950
(1,314,722)



180,000
699,600
(3,823,000)

Total shareholders' equity

1,760,228

(2,943,400)

Total liabilities and shareholders' equity

$2,400,187

$12,645,700

Refer to the Notes to Consolidated Financial Statements.

 

US Data Authority, Inc.
Statements of Operations (Unaudited)

 

For the three months
ended June 30,

 

2000

1999

Revenue

27,761

0

Cost of sales

359,393

0

Operating Expenses:
General and administrative


355,900


0

Other income

7,060

0

Loss from continuing operations before income taxes

(680,472)

0

Income tax benefit

296,000

0

Loss from continuing operations

(384,472)

0

Income (loss) from discontinued operations

(108,343)

(19,429)

Net income (loss)

(492,815)

(19,429)

Basic and diluted (loss) per share

$.02

---

 

Refer to the Notes to Consolidated Financial Statements.

 

US Data Authority, Inc.
Statements of Operations (Unaudited)

 

For the six months
ended June 30,

 

2000

1999

Revenue

27,761

0

Cost of sales

359,393

0

Operating Expenses
General and administrative


355,900


0

Other income

7,060

0

Loss from continuing operations before income taxes

(680,472)

0

Income tax benefit

296,000

0

Loss from continuing operations

(384,472)

0

Income (loss) from discontinued operations

(234,853)

46,666

Net income (loss)

(149,619)

46,666

Basic and diluted (loss) per share

$.01

---

 

 

 

 

 

 

 

 

 

Refer to the Notes to Consolidated Financial Statements.

 

US Data Authority, Inc.
Statements of Cash Flows (Unaudited)

 

For the six months ended June 30,

 

2000

1999

Cash flows from operating activities
net (loss) from continuing operations
net income from discontinued operations

(384,472)
234,853

46,666

Adjustments to reconcile net income to cash provided by operating activities:
(Increase) decrease in assets:
Depreciation & amortization
Fixed assets
Accounts receivable
Deferred taxes
Other

27,658
(430,596)
(115,540)
(296,000)
112,352

 

Cash used

(702,126)

 

Net cash used in discontinued operations

(414,323)

(531,256)

Increase (decrease) in liabilities:
Notes payable
Accounts Payable
Sale of common stock

140,520
371,270
1,020,350

 

Cash provided

1,532,140

_____0

Net increase in cash

266,072

(484,590)

Cash at beginning of period

959,072

858,800

Cash at end of period

1,225,144

374,210

 

 

 

Refer to the Notes to Consolidated Financial Statements

 

US Data Authority, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 2000

Note 1. - Basis of Presentation:

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended June 30, 2000, are not necessarily indicative of the results that may be expected for the year ended December 31, 2000.

Note 2. - Organization and Coverage of the Statements:

US Data Authority, Inc. (the "Company") has engaged in the real estate business since 1996 under the name "SunVest Resorts, Inc." In late April 2000, the Company distributed all of its assets (subject to liabilities) to its shareholders and, on May 1, 2000, effected a merger of US Data Authority, Inc. ("Former USDA"), a privately-held Florida corporation engaged in providing integrated communication and Internet services, into itself. On June 23, 2000, the Company changed its name to US Data Authority, Inc.

The merger was accounted for financial purposes as a "purchase." As a result, and due to the disposition by the Company of its real estate business as of May 1, 2000, (a) the balance sheet of the Company as of December 31, 1999, reflects the real estate operations which have been discontinued, (b) the Statements of Operations for the three months ended June 30, 2000 reflect results of the discontinued real estate operations for the month of April 2000 and the results of the Internet provider business of Former USDA for the months of May and June 2000, (c) the Statements of Operations for the six months ended June 30, 2000, reflect the results of the discontinued real estate operations for the four months of January through April 2000, and the results of the Internet provider operations of Former USDA for the months of May and June 2000, and (d) the Statements of Cash Flows reflect the combined results of the discontinued real estate operations for the four months of January through April 2000, and the Internet provider operations of Former USDA for the months of May and June 2000.

For more detailed information regarding the discontinuation of the real estate operations, see the Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000, filed with the SEC on May 12, 2000. For the audited results of Former USDA's operations since its inception in January 1999 through December 31, 1999, see the Company's Report on Form 8-K, filed with the SEC on May 4, 2000. For unaudited results of Former USDA's operations for the first four months of 2000, i.e. before the merger, see the Company's Report on Form 8-K/A, filed with the SEC on June 13, 2000.

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a "Tier II network provider" offering dedicated Internet access, virtual private networking, co-location services, application service provider services, virtual Internet service provider services and related services to primarily business customers. We sell these electronic commerce services by utilizing bandwidth available on backbones (i.e. fiber optic cables) owned by AT&T and Cable & Wireless, as well as our own network equipment.

We have begun implementing our business plan to sell these services in late April 2000, when Former USDA received a $2.4 million private placement. During this approximately three-month period, we have been building the foundation for our business by hiring the sales and marketing team and installing the equipment and making operational the Company's own Network Operating Center in Boca Raton (which contains a Network Access Point - "NAP") and the first (in Chicago) of the 39 additional nationwide NAPs to be located at 39 of AT&T's nationwide Network Operations Centers. We plan to make 12 additional NAPs operational by the end of August 2000, and all remaining of the 40 NAPs operational by the end of 2000, at which time we will be able to offer connectivity to customers all across the country.

In summary, currently we are at the stage where implementation of our business model to sell Tier II network services at reasonable prices has begun and is poised for very rapid growth. As discussed below, full implementation of the model will require additional capital.

Results of Operations

For the two months of continuing operations (i.e. since May 1, 2000), the Company incurred a net loss of $740,876, or approximately $.03 per share. Such loss was attributable to dramatically increased cost of goods sold and general and administrative expenses. Cost of goods sold consisted primarily of the costs of installing equipment, furniture and fixtures at the Company's Network Operating Center in Boca Raton. General and administrative expenses consisted of costs incurred in hiring administrative, management and sales and marketing personnel, legal and accounting fees, limited advertising and other marketing expenses and outsourced programming. These expenses were incurred while the Company has been placing in operation the NAPs, the opening of which is, by and large, a prerequisite to any significant sales and revenue realization. Management expects losses to continue at least throughout the rest of 2000, as revenue realization lags behind the availability of connectivity to customers at the Company's 40 NAPs and as such NAPs come on line throughout the last two quarters of 2000.

Liquidity and Capital Resources

The Company's operations have been utilizing cash from the proceeds of the $2.4 million private placement into Former USDA before the merger on May 1, 2000. As of June 30, 2000, the Company had $1,225,144 in cash on hand. Together with the proceeds from a $5.0 million capital lease entered by the Company with Cisco System Capital Corporation on June 30, 2000, the existing cash resources, management estimates, will be sufficient to fund the Company's operations through the third quarter of 2000.

The Company is currently negotiating the terms of $3.0 million equity infusion by means of a private placement with several groups of individual investors, some of whom have participated in the $2.4 million private placement into Former USDA. Management also expects that negotiations currently being conducted with The CIT Group, Inc., will result in the acquisition of a $1.2 million equipment line of credit to the Company to lease servers manufactured by Intel Corporation. Management believes that the proceeds of the equity infusion and the line of credit will be sufficient to fund the Company's operations through late 2000. Full implementation of the Company's business plan, management estimates, will require approximately $20 million in additional capital. There is no assurance that the Company's efforts to obtain additional liquidity and capital resources will be successful.

Forward-looking Statements

The foregoing discussion contains statements which constitute 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. These statements include all statements that are not statements of historical fact regarding the intent, belief or expectations of the Company and its management with respect to, among other things: (1) trends affecting our operations, financial condition and business; (2) our growth and operating strategies; (3) our ability to achieve our sales objectives; (4) the continued and future acceptance of and demand for our products and services by our customers; and (5) our ability to raise additional capital if and when needed. The words "may," "will," "anticipate," "believe," "intend," "plan," "allow," "strategy" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected in the forward-looking statements as a result of risks related to (a) our ability to achieve, manage or maintain growth and execute our business strategy successfully; (b) our ability to sell our products and services customers; (c) our ability to respond to competition; and (d) the volatility associated with Internet-related companies. The Company undertakes no obligations to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

 

 

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which the Registrant or any of its property is the subject.

Item 2. Changes in Securities.

(a) None.

(b) None.

Item 3. Defaults Upon Senior Securities.

None.

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

At the Annual Meeting of Shareholders, which took place on June 22, 2000, three matters were voted upon: (a) election of seven directors, (b) approval of an Amendment of the Company's Articles of Incorporation (to change the name of the Company to US Data Authority, Inc. and increase the number of authorized shares of common stock to 100,000,000 and authorize 30,000,000 shares of preferred stock) and (c) approval of the Company's 2000 Stock Incentive Plan. Management solicited proxies for the meeting, there was no solicitation in opposition to management's nominees for directors and all such nominees were elected.

A total of (a) 21,663,543 votes were cast in favor, 698 shares voting against and 236 shares abstaining, the proposal to amend the Articles of Incorporation and (b) 21,648,314 votes were cast in favor, 16,091 shares voting against and 272 shares abstaining, the proposal to approve the 2000 Stock Incentive Plan.

Item 5. Other Information.

Effective June 22, 2000, Ronald H. Leventhal, formerly the Company's Executive Vice President, was elected President, and Dominick F. Maggio, formerly the Company's President, was elected Executive Vice President and Chief Operating Officer.

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

A. Exhibits:

10.1 Master Agreement to Lease Equipment between Cicso Systems Capital Corporation, as Lessor, and the Registrant, as Lessee, dated as of June 30, 2000.

27 Financial Data Schedule

B. Reports on Form 8-K

Registrant filed reports on Form 8-K during the quarter ended June 30, 2000, as follows:

* Report on Form 8-K filed on May 4, 2000, where the Registrant reported about the merger of Former USDA into the Company and with which audited financial statements of Former USDA for the year ended December 31, 1999, were filed.

* Report on Form 8-K/A filed on June 13, 2000, with which were filed:

* Statement of Discontinued Operations for the four months ended April 20, 2000;

* Statement of Cash Flows for the four months ended April 30, 2000;

* Statement of Profit and Loss for Former USDA for the four months ended April 30, 2000; and

* Statement of Cash Flows for Former USDA for the four months ended April 30, 2000.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

SunVest Resorts, INC.

Date: November 10, 2000 By: /S/ Jack B. Blount
Jack B. Blount
President, Principal Executive,
Financial and Accounting Officer



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