<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-28002
ICON SYSTEMS, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 87-0565018
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4848 Highland Drive, #353
Salt Lake City, Utah 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 278-2805
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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) Yes X No (2) Yes No X
--- --- --- ---
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
May 2, 1997
5,027,563
---------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
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<TABLE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
March 31, June 30,
1997 1996
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 33,719 $ -
Total Current Assets 33,719 -
TOTAL ASSETS $ 33,719 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 3,566 $ -
Accrued interest 451 -
Note payable -
related party (Note 2) 10,000 -
Total Current Liabilities 14,017 -
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 10,000,000
preferred shares at $0.001
par value authorized; -0-
outstanding - -
Common stock authorized:
100,000,000 common shares
at $0.001 par value; at
March 31, 1997 and June 30,
1996; 5,027,563 and 27,563
shares issued and
outstanding, respectively 5,027 27
Capital in excess of par
value 384,193 344,438
Deficit accumulated during
the development stage (369,518) (344,465)
Total Stockholders'
Equity (Deficit) 19,702 -
TOTAL LIABILITIES, AND
STOCKHOLDERS EQUITY
(DEFICIT) $ 33,719 $ -
</TABLE>
<TABLE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
For the For the From Inception
Nine Months Three Months on August 26,
Ended Ended 1987 Through
March 31, March 31, March 31,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and
administrative (24,712) - (2,871) - (24,712)
OTHER INCOME (EXPENSES)
Interest income 110 - 110 - 110
Interest expense (451) - (250) - (451)
Total Other Income
(Expenses) (341) - (140) - (341)
Loss From Continuing
Operations (25,053) - (3,011) - (25,053)
Loss From Discontinued
Operations - (12,000) - - (344,465)
NET LOSS $ (25,053)$(12,000) $(3,011) $ - $(369,518)
LOSS PER SHARE $ (0.01)$ (0.53) $ (0.00) $(0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES 3,777,563 25,211 5,027,563 25,211
</TABLE>
<TABLE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance at inception on
August 26, 1987 - $ - $ - $ -
Issuance of 12 shares of
common stock to an officer
for cash valued at
approximately $83.33 per
share 12 - 1,000 -
Net loss from inception on
August 26, 1987 through
June 30, 1988 - - - (914)
Balance, June 30, 1988 12 - 1,000 (914)
Net loss for the year ended
June 30, 1989 - - - (2,299)
Balance, June 30, 1989 12 - 1,000 (3,213)
Issuance of 65 shares of
common stock for cash,
valued at approximately
$48.46 per share 65 - 3,150 -
Issuance of 125 shares of
common stock to shareholder
for office equipment and
stock of Alco Investment
Corporation and cash
of $750 125 - 7,840 -
Net loss for the year ended
June 30, 1990 - - - (3,245)
Balance, June 30, 1990 202 $ - $ 11,990 $ (6,458)
Contribution of non-marketable
securities by officer - - 750 -
Contribution and cancellation
of shares by officer (106) - - -
Issuance of 6 shares for
cash valued at
approximately $333.33
per share 6 - 2,000 -
Issuance of 246 shares of
common stock to shareholder
and 500 shares of common
stock to QBC Holding Corp.
for $600 in cash 747 1 599 -
Expenses paid on behalf of
the Company by shareholder - - 1,636 -
Net loss for the year ended
June 30, 1991 - - - (10,518)
Balance, June 30, 1991 849 1 16,975 (16,976)
Shares contributed to the
Company and cancelled by
the shareholders (788) (1) 1 -
Purchase of subsidiary for
the issuance of 12,569
shares of common stock
valued at approximately
$25.10 per share 12,569 10 315,479 -
Net loss for the year
ended June 30, 1992 - - - (276,103)
Balance, June 30, 1992 12,630 $ 10 $ 332,455 $(293,079)
Net loss for the year
ended June 30, 1993 - - - (39,386)
Balance, June 30, 1993 12,630 10 332,455 (332,465)
Net loss for the year
ended June 30, 1994 - - - -
Balance, June 30, 1994 12,630 10 332,455 (332,465)
Net loss for the year
ended June 30, 1995 - - - -
Balance, June 30, 1995 12,630 10 332,455 (332,465)
Issuance of 14,933 shares
of common stock for
services rendered
valued at approximately
$0.80 per share 14,933 17 11,983 -
Net loss for the year
ended June 30, 1996 - - - (12,000)
Balance, June 30, 1996 27,563 $ 27 $ 344,438 $(344,465)
Issuance of 3,000,000
shares of common stock
for cash valued
at approximately $0.0033
per share 3,000,000 3,000 7,000 -
Contribution of
capital by a
shareholder - - 28,155 -
Issuance of 2,000,000
shares of common
stock for services
rendered valued at
$0.0033 per share 2,000,000 2,000 4,600 -
Net loss for the nine
months ended March
31, 1997 (unaudited) - - - (25,053)
Balance, March 31,
1997 5,027,563 $ 5,027 $ 384,193 $ (369,518)
</TABLE>
<TABLE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
For the For the From Inception
Nine Months Three Months on August 26,
Ended Ended 1987 Through
March 31, March 31, March 31,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(25,053) $(12,000) $ (3,011) $ - $(369,518)
Depreciation - - - - 59,907
Stock issued for
services 6,600 12,000 - - 18,600
Loss on disposition of
assets - - - - 9,352
(Increase) decrease in
prepaid expenses and
other assets - - - - -
Increase (decrease) in
accounts payable 3,566 - (1,278) - 3,566
Increase (decrease) in
accrued interest 451 - 250 - 451
Net Cash Used by
Operating
Activities (14,436) - (4,039) - (277,642)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of equipment - - - - (13,368)
Sale of equipment - - - - 7,090
Net Cash Used by
Investing Activities - - - - (6,278)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Contribution of capital
by a shareholder 28,155 - 28,155 - 28,155
Proceeds from notes
payable 10,000 - - - 160,000
Payment on notes
payable - - - - (43,764)
Payment of loan from
officer - - - - (61,884)
Issuance of common
stock 10,000 - - - 158,382
Proceeds of loan from
officer - - - - 76,750
Net Cash Provided by
Financing
Activities $ 48,155 $ - $ 28,155 $ - $317,639
NET INCREASE (DECREASE)
IN CASH $ 33,719 $ - $ 24,116 $ - $ 33,719
CASH AT BEGINNING OF
PERIOD - - 9,603 - -
CASH AT END OF PERIOD $ 33,719 $ - $ 33,719 $ - $ 33,719
CASH PAYMENTS FOR:
Income taxes $ - $ - $ - $ - $ -
Interest $ - $ - $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Stock issued for
services $6,600 $ 12,000 $ - $ - $ 18,600
Stock issued for
equipment $ - $ - $ - $ - $ 7,214
Stock issued for
subsidiary $ - $ - $ - $ - $315,489
</TABLE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1997 and June 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Icon Systems, Inc.
(formerly Tompkins Environmental Corporation). The Company was incorporated
as Loki Holding Corporation under the laws of the State of Utah on August 26,
1987 and on August 4, 1988 changed its name to Quazon Investment Corporation.
On April 15, 1988, the Company became a wholly-owned subsidiary of Loki
Holding Corporation (formerly Dynamic Video, Inc.). On May 25, 1990, the
Company was "spun off" in a partial liquidating dividend. In June of 1990,
the Company acquired Alco Investment Corporation. On January 7, 1991, the
Company sold Alco Investment Corporation to a company owned by a major
shareholder. On September 24, 1996, the Company changed its name to Icon
Systems, Inc. and changed its State of incorporation to Nevada.
On August 15, 1991, the Company acquired all of the shares of Tompkins
Environmental Corporation (Tompkins) in exchange for 10,000,000 pre-split
shares of the Company's authorized but previously unissued common stock (See
Note 2). The Company's name was changed to Tompkins Environmental
Corporation. The Company was engaged in disaster cleanup operations. On
October 25, 1995, Tompkins was involuntarily dissolved and abandoned. All
operations associated with Tompkins have been accounted for as discontinued
operations.
Currently, the Company is seeking new business opportunities believed
to hold a potential profit or to merge with an existing company.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has adopted a June 30 year end.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares issued and outstanding at the date of the
financial statements.
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
f. Provision for Taxes
At March 31, 1997, the Company had a net operating loss
carryforward of approximately $369,000 that may be offset against future
taxable income through 2012. No tax benefit has been reported in the
financial statements, because the potential tax benefits of the net operating
loss carryforwards are offset by a valuation allowance of the same amount.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which in the opinion of management are necessary for a fair
presentation. Such adjustments are of a normal, recurring nature.
NOTE 2 - RELATED PARTY TRANSACTIONS
In October, 1996, a shareholder loaned the Company $10,000 to cover
operating expenses. The note payable is due on demand and accrues interest at
10% annually. The amount due to the shareholder at March 31, 1997 was $10,000
with accrued interest of $201.
On October 24, 1995, the Company issued 12,442 to officers and
directors of the Company for services rendered valued at $0.0033 per share
(See Note 5).
On September 14, 1996, the Company issued 3,000,000 post-split shares
of restricted common stock for cash to a company owned by an officer for total
consideration of $10,000.
On October 10, 1996, the Company issued 2,000,000 post-split shares of
restricted common stock to officers and directors of the Company for services
valued at $0.0033 per share.
In January 1997, the Company received a contribution of capital from a
shareholder. The contribution was in the form of marketable securities which
the Company was able to sell for net proceeds of $28,155.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to continue
as a going concern. It is the intent of the Company to seek a merger with
an existing, operating company. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses.
NOTE 4 - REVERSE STOCK SPLIT
On September 14, 1996, the shareholders of the Company approved a
1-for-1,000 reverse stock split while retaining the authorized shares at
100,000,000 and retaining the par value at $0.001. This change has been
applied to the financial statements on a retroactive basis back to inception.
The Company provided that no shareholder would be reduced below 50 shares,
accordingly, 5,413 post-split fractional shares were issued. These shares
have been allocated pro-rata to previous stock issuances.
NOTE 5 - ISSUANCES OF COMMON STOCK
At the Company's inception, the Board of Directors authorized the
issuance of 12 restricted shares of its common stock to an executive officer
who may be deemed to have been a promoter or founder of the Company for the
total consideration of $1,000.
On September 27, 1989, the Company became authorized to do business in
the State of Utah as Quazon International Corporation and changed its business
purpose to consulting in mergers and acquisitions. On September 28, 1989 the
Company issued 65 shares of restricted common stock to Loki Holding
Corporation (formerly Dynamic Video, Inc.) for $3,150 cash.
In June of 1990 the Company issued 125 shares of common stock to an
officer for equipment recorded at its depreciated cost of $7,090 and cash of
$750. On September 28, 1990 the officer contributed back to the Company 106
shares.
In September of 1990 the Company issued 6 shares of restricted common
stock to a shareholder for $2,000 in cash.
In January of 1991 the Company issued 747 shares of restricted common
stock to a shareholder for $600 in cash, and 500 shares of restricted common
stock to QBC Holding Corp. recorded at predecessor cost of $-0-.
In the year ended 1992 a shareholder contributed back to the Company
788 shares of restricted common stock.
On August 15, 1991 the Company issued 12,569 shares of restricted
common stock valued at predecessor cost of $25.10 per share for the purchase
of Tompkins Environmental Corporation.
On October 24, 1995, the Company issued 14,933 shares of restricted
common stock for services rendered valued at $0.80 per share.
On September 14, 1996, the Company issued 3,000,000 shares of
restricted common stock for cash of $0.0033 per share or total consideration
of $10,000.
On October 10, 1996, the Company issued 2,000,000 shares of restricted
common stock for services rendered valued at $0.0033 per share.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations
since its inception or during the quarterly period ended March 31, 1997.
During this period, the Company received revenues totaling $0. During the
same period, total expenses were $3,011 and net loss totaled $3,011.
The Company's plan of operation for the next 12 months is
to continue to seek the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders.
Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole
consideration for such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Management expects
that the Company's cash on hand of $33,719 at March 31, 1997, will
be sufficient to meet these requirements. If additional moneys are
needed, they may be advanced by management or principal stockholders
as loans to the Company. Because the Company has not identified any
such venture as of the date of this Report, it is impossible to
predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to
the Company than would be available from a commercial lender in an arm's
length transaction. As of the date of this Report, the Company
has not begun seeking any acquisition.
Results of Operations.
- ----------------------
During the quarterly period ended March 31, 1997, the
Company had no business operations. During this period, the Company
received total revenues of $0 and had a net loss of $3,011.
Liquidity.
- ----------
At March 31, 1997, the Company had total current assets of
$33,719, with total current liabilities of $14,017.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
- ------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
- ----------------------------
In January 1997, the Company received a contribution of capital from
a stockholder. The contribution was in the form of marketable securities which
the Company was able to sell for net proceeds of $28,155.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
Financial Data Schedule.
None.
(b) Reports on Form 8-K.
None.
<PAGE>
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.
ICON SYSTEMS, INC.
Date: 4-29-97 By /s/ Michelle Wheeler
-------------- -------------------------------------
Michelle Wheeler
Director and President
Date: 4-29-97 By /s/ Steven D. Moulton
-------------- -------------------------------------
Steven D. Moulton
Director and Secretary/Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001029263
<NAME> ICON SYSTEMS, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 33,719
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,719
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,719
<CURRENT-LIABILITIES> 14,017
<BONDS> 0
0
0
<COMMON> 5,027
<OTHER-SE> (14,675)
<TOTAL-LIABILITY-AND-EQUITY> 33,719
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24,943
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 451
<INCOME-PRETAX> (25,053)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25,053)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
