U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________________ to _____________________
Commission file number 0-
BIZCOM U.S.A., INC.
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(Exact name of small business issuer as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation or organization)
65-0681772
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IRS Employer Identification Number
914 MATANZAS AVENUE, CORAL GABLES, FLORIDA 33146
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(Address of principal executive offices)
(305) 667-2538
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(Issuer's telephone number)
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 has required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 12,500 shares of
common stock, par value $.0001 per share, as of January 31, 1997.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ASSETS
------
CURRENT ASSET - Cash and cash equivalents $ 12,397
DEFERRED OFFERING COSTS 12,580
ORGANIZATION COSTS, net 409
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TOTAL $ 25,386
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 6,550
Due to officer 11,551
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TOTAL CURRENT LIABILITIES 18,101
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STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value;
20,000,000 shares authorized;
900 shares of Series A issued and outstanding 1
Common stock, $.0001 par value;
200,000,000 shares authorized;
12,500 shares issued and outstanding 1
Additional paid-in capital 30,898
Deficit (23,615)
-------------
STOCKHOLDERS' EQUITY, NET 7,285
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TOTAL $ 25,386
=============
See notes to condensed consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND
FOR THE PERIOD FROM JULY 1, 1996 (DATE OF INCORPORATION)
THROUGH DECEMBER 31, 1996
(Unaudited)
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
FROM
INCORPORA-
3 MONTHS TION
ENDED THROUGH
12/31/96 12/31/96
------------- -------------
<S> <C> <C>
REVENUES $ - $ -
GENERAL AND ADMINISTRATIVE EXPENSES 8,080 23,615
------------- -------------
LOSS BEFORE INCOME TAX PROVISION (8,080) (23,615)
PROVISION FOR INCOME TAXES - -
------------- -------------
NET LOSS $ (8,080) $ (23,615)
============= =============
PER SHARE AMOUNTS:
Net loss per common share outstanding $ (0.646) $ (1.889)
============= =============
COMMON SHARES OUTSTANDING AT DECEMBER 31, 1996 12,500 12,500
============= =============
</TABLE>
See notes to consensed consolidated financial statements.
3
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 1, 1996 (DATE OF INCORPORATION)
THROUGH DECEMBER 31, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (23,615)
Items not affecting cash flow from operations:
Amortization 46
Current liabilities 18,101
-------------
NET CASH USED IN OPERATING ACTIVITIES (5,468)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred offering costs incurred (12,580)
Organization costs incurred (455)
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CASH USED IN INVESTING ACTIVITIES (13,035)
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CASH FLOWS FROM FINANCING ACTIVITY -
Sales of common and preferred stock 30,900
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NET INCREASE IN CASH AND CASH EQUIVALENTS 12,397
CASH AND CASH EQUIVALENTS, Beginning of period -
-------------
CASH AND CASH EQUIVALENTS, End of period $ 12,397
=============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ -
=============
Cash paid for income taxes $ -
=============
See notes to condensed consolidated financial statements.
4
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1996
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
BizCom U.S.A., Inc. was incorporated in the State of Florida effective as
of July 1, 1996. Through its wholly-owned subsidiary corporations, BizCom
U.S.A., Inc. is engaged in the business of owning, operating, and managing for
itself and for others 220-222 MHz mobile radio systems (220 MHz systems) located
in the United States. BizCom U.S.A., Inc. and its subsidiaries are collectively
referred to as the "Company".
The accompanying financial statements have been prepared in accordance with
the instructions to Form 10-QSB of the Securities and Exchange Commission. In
accordance with SEC rules applicable to interim financial statements, certain
disclosures have been condensed or omitted. Therefore, these statements do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The financial
statements should be read in conjunction with the audited financial statements
and accompanying notes of the Company for the period from incorporation through
October 31, 1996, which are included in its registration statement on Form SB-2,
dated January 31, 1997.
In the opinion of management of the Company, the accompanying condensed
consolidated financial statements reflect all adjustments necessary (consisting
solely of normal recurring adjustments) to present fairly the financial position
of the company as of December 31, 1996 and the results of its operations, and
its cash flows for the three month and initial periods then ended.
The results of operations for the initial period ended December 31, 1996,
are not necessarily indicative of the results to be expected for the entire
year.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed by the company are set forth in Note 2 to
the Company's October 31, 1996 financial statements included in its registration
statement on Form SB-2, dated January 31, 1997.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with the Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax liabilities and assets at currently
enacted tax rates for the expected future tax consequences of events that have
been included in the financial statements or tax returns. A valuation allowance
is recognized to reduce the net deferred tax asset to an amount that is more
likely than not to be realized. The tax provision shown on the accompanying
statement of operations is zero, as the deferred tax asset of $3,900 that is
generated from the net operating loss is offset in its entirety by a valuation
allowance.
5
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1996
(Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 4 - DEFERRED OFFERING COSTS
These costs, which are being incurred in anticipation of selling common
shares of the Company pursuant to its registration statement on Form SB-2 , are
being deferred until the offering is complete, at which time such costs will be
offset against the proceeds of the offering.
NOTE 5 - LOSS PER COMMON SHARE
Net loss per common share outstanding, as shown on the statement of
operations, is based on the number of common shares outstanding at December 31,
1996. Weighted average shares outstanding was not computed as it would not be
meaningful in the circumstances, as all shares issued during the period from
incorporation through December 31, 1996 were issued to one individual.
Therefore, the total shares outstanding at the end of the period was deemed to
be the most relevant number of shares to use for purposes of this disclosure.
NOTE 6 - PENDING ASSET ACQUISITIONS
In September 1996, the Company entered into agreements to purchase the
licenses and assets of nine 220 MHz Systems located in the southern United
States in exchange for an aggregate of 656,248 restricted shares of Common Stock
of the Company. The owners of these nine systems are unrelated to the Company
and its officers and directors.
The nine purchase agreements were separately negotiated. Management
believes that the nine systems have an aggregate fair market value of
approximately $1,575,000. For accounting purposes, these asset acquisitions will
be recorded using the fair value of the common stock issued by the Company at
the date consummated. As of February 21, 1997, none of the acquisitions have
closed.
Consummation of the purchase of these 220 MHz Systems is subject to, among
other things, final approval of the license transfers by the Federal
Communications Commission. As of February 21, 1997, FCC approval has been
received for all of the licenses.
The issuance of shares of common stock in connection with the nine asset
acquisitions will result in a change in control of the Company. On a pro-forma
basis, if the nine asset acquisitions had been consummated as of December 31,
1996, then, as of that date, six persons would have each owned more than 5% of
the Company's outstanding voting stock, with the largest single person owning
22% of the Company's outstanding voting stock. However, until the Company's next
meeting of shareholders, the current directors and management are in a position
to effectively control the affairs of the Company. Management believes that any
new shareholders will allow management to further the Company's operating plan.
Management is not aware of any voting arrangements or understandings among any
of the Company's potential shareholders.
6
<PAGE>
BIZCOM U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1996
(Unaudited)
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- --------------------------------------------------------------------------------
NOTE 7 - SUBSEQUENT EVENT
On January 31, 1997, the Company had its registration statement on Form
SB-2 with the Securities and Exchange Commission declared effective, making
1,000,000 shares of the Company's common stock available for sale to the general
public. The Company is proceeding to sell 1,000,000 shares of its Common Stock
for $3 per share.
7
<PAGE>
ITEM 2. PLAN OF OPERATION.
OVERVIEW
The Company is a recently formed Florida holding corporation currently
engaged on a limited basis through its wholly-owned subsidiaries (collectively,
the "Company"), in the development, operation and management of 220 MHz analog
Specialized Mobile Radio ("SMR") wireless communications services. The Company's
current primary objective is to commence direct sales marketing efforts to
attract subscribers to its current SMR systems. The Company's operations plan
also provides for it to expand its existing coverage area by purchasing select
assets, including additional SMR licenses and equipment and to manage SMR
systems for itself and others.
The Company's Registration Statement on Form SB-2, Commission File No.
333-5660-A, covering the offering of up to 1,000,000 shares of the Company's
common stock, par value $.0001 per share (the "Common Stock"), at a price of
$3.00 per share, was declared effective by the Securities and Exchange
Commission on January 31, 1997. This Quarterly Report on Form 10-QSB should be
read in conjunction with the prospectus dated January 31, 1997 comprising a
portion of the Registration Statement.
PLAN OF OPERATION
The Company's objectives over the next twelve months are to market to
and obtain subscribers to utilize the communications services offered and
intended to be offered on its SMR systems, thereby realizing fee based
subscriber revenues, and to extend its service or coverage area, thereby
increasing its subscriber base by purchasing select assets from other SMR system
owners, including SMR licenses and related equipment. Through the management of
existing operating systems and the acquisition of select assets to expand its
service or coverage area, management believes that the Company will increase its
subscriber base and corresponding revenues within each market. The plan is to
select markets with adequate available channel density and population base to
prove its operating capability and to generate sufficient revenues to ultimately
realize positive cash flow and profitability. No assurances can be given,
however, that the Company will realize its objectives, that its business will
ever be successful or that the Company will ever be or remain profitable.
To date, the Company's activities have been limited to securing minimal
capital for operations, entering into management agreements with nine systems
currently under management, entering into agreements to acquire select assets
(subject to FCC approval), which assets comprise those SMR systems currently
under management, and conducting discussions with certain persons for senior
Company management and key and other employee positions having substantial
marketing, sales, and related industry experience. As of the date hereof, the
Company has received approval from the FCC to acquire nine systems, but the
Company has not closed any of such acquisitions.
8
<PAGE>
The Company offers two-way dispatch wireless communications services as
well as mobile telephone services whereby individual users may, through
interconnection with the PSTN, access the public telephone landlines in order to
make or receive telephone calls from any location within the Company's service
network, to or from any telephone number that is accessible through the local
and long distance wireline system. As subscriber demand may require, the Company
may also later offer such services as voice mail, call forwarding, follow me
roaming and data transmission. The Company uses and plans to use leased
facilities on existing towers wherever possible to avoid the cost of tower and
shelter construction.
Over the next twelve months, the marketing objective is to activate
subscribers on the Company's current systems in addition to any systems the
Company may operate in connection with its purchase of select assets, including
SMR licenses and related equipment. While management believes, based upon
informal discussions with industry trade association personnel, that there may
be many owner/operators of SMR systems with minimal or no subscriber base who do
not desire to further proceed with the substantial effort, time and expense
required to load and otherwise operate their SMR systems and may be desirous of
selling certain assets comprising their systems for cash and/or securities, no
assurances are given that the Company is correct in its belief. Further, to the
extent the Company may be successful in purchasing any such select assets, no
assurances are given that the Company will be successful in integrating such
assets with its current systems. The Company will generally be limited to
effecting asset purchases, if at all, involving SMR equipment compatible with
the Company's systems and equipment.
The Company's anticipated recurring revenues will consist primarily of
subscriber network usage revenues, which consist of monthly access fees per
unit, incremental charges based on minutes of use, sales and leasing of
communication equipment, and management fees. From time to time, changes in the
Company's plans may dictate that certain assets, originally intended to be
included in an operating system, will be sold, traded or used in joint venture
or in partnership with existing service providers in a particular market to
provide either additional cash flow for growth or to begin or strengthen
specific strategic alliances.
The Company has elected to focus its marketing efforts primarily upon
establishing a direct sales, marketing and service staff, and to a lesser extent
establishing dealer networks and retaining independent agents. Initially, to
conserve cash for operations, the Company has entered into a commission based
sales and marketing agreement with an unaffiliated corporation whose principal
officer and shareholder has had substantial prior cellular telephone as well as
220 MHz SMR radio sales and marketing experience. While no assurances are given,
the Company believes that such entity may contribute to the Company's marketing
efforts. The Company intends to establish one or more direct sales offices on a
regional basis to coordinate sales and marketing efforts within several markets
within a particular region. To further develop the Company's distribution
network, dealer networks as well as independent agent relationships will be
established in certain markets. The Company believes that it will not
necessarily have to significantly increase the number of employees as it expands
its business, in view of the Company's knowledge of certain competitors within
the 220 MHz analog SMR industry who have substantially more subscribers than the
Company currently has and appear to be able to manage such subscriber base as
well as engage in continued growth with a fairly small number of employees.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Management is of the view that in the event of the Company's receipt of
between approximately $750,000-$3,000,000 gross proceeds in connection with its
offering of 1,000,000 shares of Common Stock, of which no assurances are given,
that such funds, together with any funds from operations, will provide
sufficient capital to meet the Company's cash and operational requirements for
approximately twelve months from the Company's receipt thereof. Should the
Company determine to accelerate its marketing and operational plans, or
conversely, should the Company receive substantially less than approximately
$750,000, such time frame will be diminished and the Company will require
substantial additional capital, the availability of which no assurances are
given. In the event of the Company's receipt of substantially less than
approximately $750,000, the Company, nevertheless, intends to proceed with its
marketing and operational plans, albeit in a curtailed manner as further
described below.
In the event of the Company's receipt of less than approximately
$750,000 gross proceeds, management of the Company has agreed in principle to
accrue their respective annual salaries until such time as the Company may be in
a financial position to commence payment of such salaries while also maintaining
a sales and marketing force of at least one full time sales manager and two
telemarketing personnel. Further, in such event, no expenses of the offering,
totaling approximately $8,000, will be reimbursed. Management of the Company
may, in such event, itself effect loans and/or one or more additional equity
investments of the Company and may also seek such financing from the Company's
shareholders as well as third parties. There are, however, no agreements,
arrangements or understandings in this regard at this time.
If required as determined by management, additional steps would also be
undertaken in the following order: (i) reduce level of planned staffing; (ii)
continue to outsource sales and telemarketing efforts on a commission-only
basis; (iii) emphasize efforts to manage other systems on a "best efforts"
subscriber loading monthly cash basis; and (iv) sell select assets, as may be
required, from time to time, for cash proceeds.
In the event the Company receives no or nominal proceeds in the
offering, such level of proceeds will significantly restrict the Company's
operations and will have a substantial adverse effect on the Company and
investors. The failure of the Company to obtain financing as needed would have a
material adverse effect upon the Company and its business. No assurances are
given that the Company will be able to obtain additional capital, if so required
in any such events, or otherwise obtain additional capital on terms acceptable
to the Company.
10
<PAGE>
PART II--OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
The Company's Registration Statement on Form SB-2, Commission File No.
333-5660-A, covering the offering of up to 1,000,000 shares of the Company's
common stock, par value $.0001 per share (the "Common Stock"), at a price of
$3.00 per share, was declared effective by the Securities and Exchange
Commission on January 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) No exhibits are required to be filed with this Quarterly Report on
Form 10-QSB.
(b) No Current Reports on Form 8-K were filed by the Registrant during
the three month period ended December 31, 1996.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BIZCOM U.S.A., INC.
Date: February 26, 1997 By /s/ GARY D. LIPSON
-------------------------------
Gary D. Lipson,
Chairman of the Board and
Chief Executive Officer
11
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 12,397
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,397
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,386
<CURRENT-LIABILITIES> 18,101
<BONDS> 0
0
1
<COMMON> 1
<OTHER-SE> 7,285
<TOTAL-LIABILITY-AND-EQUITY> 25,386
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (23,615)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (23,615)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,615)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,615)
<EPS-PRIMARY> (1.889)
<EPS-DILUTED> (1.889)
</TABLE>
