U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1999.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to
_________.
Commission File No: 0-23869
isolver.com, inc.
(Name of small business in its charter)
Colorado 84-1434320
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
5001 Spring Valley Road, Suite 800, East Tower
Dallas, Texas 75241
(Address of Principal Office) (Zip Code)
Issuer's telephone number: (972) 991-0001
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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. Yes ..X.. No ....
Applicable only to issuers involved in bankruptcy proceedings during
the past five years
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes .....
No .....
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. At July 28, 1999,
the following shares of common were outstanding: Capital Stock, no
par value, 30,000,000 shares.
Transitional Small Business Disclosure
Format (Check one):
Yes ..... No ..X..
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant as of and
for the quarter ending June 30, 1999, and for the period from
inception through June 30, 1999, follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.
isolver.com, inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended June 30, 1999
isolver.com, inc.
(A Development Stage Company)
Index to Financial Statements
Consolidated Balance Sheet
Consolidated Statement of Loss
and Accumulated Deficit
Consolidated Statements of Cash Flows
Consolidated Statements Of Changes In
Stockholders Equity
Unaudited Pro Forma Statements Of Operations
Notes to Financial Statements
isolver.com, inc..
(A Development Stage Company)
BALANCE SHEET
as of June 30, 1999
(unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 6,472
Prepaid expenses 9,545
Total Current Assets 16,017
Deposits 4,285
TOTAL ASSETS 20,302
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 11,238
Total Liabilities 11,238
STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
30,000,000 shares issued and
outstanding 10,000
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding -
Additional paid-in capital 132,150
Deficit accumulated
during the
development stage (133,086)
Total stockholders' equity 9,064
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 20,302
</TABLE>
The accompanying notes are an integral part of these financial statements.
isolver.com, inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF LOSS AND ACCUMULATED
DEFICIT
for the three months ended June 30, 1999 and for the period from inception
(April 8, 1999) through June 30, 1999
(unaudited)
<TABLE>
<CAPTION>
Three Period from
Months Inception
Ended (4/8/99) thru
6/30/99 6/30/99
<S> <C> <C>
INCOME - -
Operating Expenses
Contract Labor 25,200 25,200
Professional fees 21,146 21,146
Rent 150 150
Salaries 66,055 66,055
Selling, general and
administrative 14,756 14,756
Software development
costs 5,779 5,779
Total operating expenses 133,086 133,086
NET (loss) (133,086) (133,086)
Accumulated deficit:
Balance, beginning
of period - -
Balance, end of
period (133,086) (133,086)
(Loss) per common
share and common
equivalent share:
Basic (.005) (.005)
Weighted average common
and common equivalents
outstanding:
Basic 27,464,634 27,464,634
</TABLE>
The accompanying notes are an integral part of these financial statements.
Isolver.com, inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three month period ended June 30, 1999 and for
the period from inception (April 8, 1999) through June 30, 1999
(unaudited)
<TABLE>
<CAPTION>
Three Period from
Months Inception
Ended (4/8/99) to
6/30/99 6/30/99
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss (133,086) (133,086)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and
amortization - -
Changes in assets and liabilities:
(Increase) decrease in prepaid
expenses (9,545) (9,545)
(Increase) decrease in other
assets (4,285) (4,285)
(Decrease) increase in accounts
payable 11,238 11,238
Net cash flows from operating activities
(135,678) (135,678)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of equipment - -
Net cash flows from investing activities:
- -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance of common
stock in connection with merger
with isolver.com, inc. 29,000 29,000
Proceeds from additional capital
contributed by shareholder 113,000 113,000
Rent provided at no charge
for period ended June 30, 1999 150 150
Net cash flows from financing
activities: 142,150 142,150
Net increase in cash and cash
equivalents 6,472 6,472
CASH AND CASH EQUIVALENTS
Beginning of Period - -
End of Period 6,472 6,472
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Isolver.com, inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the period from inception (April 8, 1999)
to June 30, 1999
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional during
Paid-in the develop-
Shares Amount Capital ment stage
<S> <C> <C> <C> <C>
Issuance of common stock:
Stock issued for cash
April 1999 at
$.01 per share 16,140,000 10,000 19,000
Stock issued in connection
with isolver.com, inc.
reverse merger
13,860,000
Additional capital funded
by shareholder for company
expenses for period ended
June 30, 1999 113,000
Rent provided at
no charge for period
ended June 30, 1999 150
Net loss for the
period ended
June 30, 1999 (133,086)
Balance
June 30, 1999 30,000,000 10,000 132,150 (133,086)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Isolver.com, inc.
(A Development Stage Company)
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
For the six month period ended June 30, 1999
<TABLE>
<CAPTION>
isolver.com Buffalo VI
initial three Pro Forma
period months
Ended ended Combined
6/30/99 3/31/99 Adjustments 6/30/99
<S> <C> <C> <C> <C>
Income - - - -
Operating Expenses
Contract Labor 25,200 - - 25,200
Professional fees 21,146 - - 21,146
Rent 150 - - 150
Salaries 66,055 - - 66,055
Selling, general
and adminstrative 14,756 3,656 - 18,412
Software development
costs 5,779 - - 5,779
Total operating
expenses 133,086 3,656 - 136,742
Net (loss) (133,086) (3,656) - (136,742)
(Loss) per common share and common equivalent share:
Basic (.133) (.001) (.005)
Weighted average common and common equivalents
outstanding:
Basic 1,000,000 4,620,000 30,000,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
Isolver.com, inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
NOTE 1. Basis of Presentation
The information included in the financial statements is unaudited, but
includes all adjustments (consisting of normal recurring items) which
are, in the opinion of management, necessary for a fair representation
of the interim period presented.
Development Stage Company
isolver.com, inc., a Colorado corporation, (the "Company") was
incorporated under the laws of the State of Colorado on August 28,
1996. Its principal executive office is located at 5001 Spring Valley
Road, Suite 800, East Tower, Dallas, Texas 75244. The Company is a
new enterprise in the development stage as defined by Statement No. 7
of the Financial Accounting Standards Board and has not engaged in
any business other than organizational efforts. isolver.com, inc., a
Nevada corporation, (the "Subsidiary") is a wholly owned subsidiary of
the Company. While the Company has no full-time employees and
owns no real property, the Subsidiary has 5 full time employees and
owns no real property.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The Company maintains a December 31 fiscal year end.
Organization Costs
Costs to incorporate the Company have been expensed as incurred, due
to the costs being immaterial when compared to the financial
statements as a whole.
Loss Per Share
Loss per share was computed using the weighted average number of
shares outstanding during the period.
Statement of Cash Flows
For purposes of the statements of cash flow, the Company considers
all highly liquid debt instruments purchased with an original maturity
date of three months or less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principals requires the Company's
management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying
notes. Actual results could differ from those estimates.
Changes in Classification
Classification changes in 1998 financial statement data were made in
order to conform to the current year presentation.
NOTE 2. STOCKHOLDERS EQUITY
As of July 28, 1999, 30,000,000 shares of no par value common stock
were issued and outstanding.
On April 23, 1999, the Company's Board of Directors approved a 3:1
forward split of its issued and outstanding common stock held by its
shareholders of record as of that date. As a result of the forward split,
the issued and outstanding common stock of the Company was
increased, as of that date, from 10,000,000 shares to 30,000,000
shares. All references in the accompanying financial statements
regarding share and per share amounts have been restated to reflect
these stock splits.
NOTE 3. RELATED PARTY TRANSACTIONS
One of the Company's directors and principal shareholders owning
5,700,000 shares, or 19% of the Common Stock of the Company,
Gina M. Setlin-Fard is also a salaried employee.
E-Com Investments, L.L.C., a principal shareholder of the Company,
is providing office space at no charge to the Company. For purposes
of the financial statements, the Company is accruing $50 per month as
additional paid-in capital for this use.
NOTE 4. SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES
The Company has recorded office rent expense of $150 from inception
to June 30, 1999.
NOTE 5. INCOME TAXES
The Company has federal net operating loss carryforwards of
approximately $133,000 expiring in the year 2013. The tax benefit of
these net operating losses, which totals approximately $27,000, has
been offset by a full allowance for realization.
NOTE 6. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Subsidiary. All significant intercompany accounts and transactions
have been eliminated. The investments are accounted for on the equity
method and, accordingly, the carrying value approximates the
company's equity in the recorded value of the underlying net assets.
On April 21, 1999, isolver.com, inc. underwent a business combination
with isolver.com, inc. pursuant to a closing under a Share Exchange
and Plan of Reorganization Agreement. The transaction has been
accounted for as a reverse merger acquisition, whereby isolver.com,
inc. is the accounting acquiror. All operations presented herein are
those of isolver.com, inc. and include the operations of isolver.com,
inc. since the date of the business combination.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Plan of Operation
The Company remains in the development stage. A business
combination transaction occurred on April 21, 1999 with isolver.com,
inc., a Nevada corporation (the "Subsidiary"). The Subsidiary is a
wholly owned subsidiary of the Company. All of the Company's
business is expected to be conducted through the Subsidiary. The
Subsidiary is a development stage internet commerce business. Its
main focus is to set up virtual malls accessible over the internet.
Currently two virtual shopping malls are under development,
421rodeodrive.com, a high fashion upscale store site and
promenadeusa.com, which offers a more conventional mainstream store
selection. Entrances (doors) to the website will offer a choice of two-
dimensional or three-dimensional views of the virtual mall. Using the
Subsidiary's proprietary Universal Cart technology, the consumer can
make multiple purchasers from different stores (vendors) at these
virtual malls while only transmitting payment information once. To
attract consumers to these virtual shopping malls, the Subsidiary will
offer an Online Contact Manager, which manages names, phone and
facsimile numbers, and provides paging, faxing and email, as well as a
website builder which allows a customer to create his or her own
website. The shopping mall sites will also be advertised on other
websites, with such advertisements offering direct links to the virtual
malls.
During the next twelve months, the two virtual malls are expected to
be completed and opened. The Contact manager and website builder
projects are expected to be completed by the end of the next quarter.
The Subsidiary expects to earn revenue from software licensing, sales
transaction processing, setting up and customizing store fronts and
websites, network consulting and setup, and sales of advertising on the
virtual mall websites. Agreements with a credit card processing
company are expected to be finalized by the end of the next quarter.
A Public Relations firm will be utilized to develop a
marketing/advertising plan. Various potential clients have been
approached in regards to placing a "store" in the virtual malls, but until
the agreements are finalized, no names will be released.
The Company remains in the development stage and since inception,
has experienced a significant change in liquidity in that the Company's
principal shareholder, E-Com Investments, L.L.C., contributed
additional capital to the Company of $113,000. Consequently, the
Company's balance sheet for the quarter ended June 30, 1999, reflects
a current asset value of $16,017 and a total asset value of $20,302.
The Company currently does not have sufficient assets or capital
resources to pay its on-going expenses while it continues to develop its
internet commerce business through its Subsidiary, and it may raise
additional capital through the sale of securities. In addition, although
the Company has no agreement in place with its shareholders or other
persons to pay expenses on its behalf, it is currently anticipated that
the Company will rely on third parties to pay expenses on its behalf
until the Company begins earning revenue from the Subsidiary's
virtual mall websites.
The Company is not expected to purchase any significant equipment,
however it does plan to lease all its hardware systems and other
equipment. Leasing equipment will eliminate large up-front costs and
enable the Company to focus money on development.
The Company currently has no full time or part time employees. The
Subsidiary currently has five full time employees and two contract
laborers. In addition, during the next twelve months, the Subsidiary
plans to add between two and ten full time employees to serve as
additional programmers and customer service representatives.
Results of Operations.
During the period from April 8, 1999 (inception) through June 30,
1999, the Company has engaged in no significant operations other than
the acquisition of capital, registering its securities under the Securities
and exchange Act of 1934, as amended, acquiring its wholly owned
Subsidiary, and developing a plan for its internet commerce business.
No revenues were received during this period, and the Company
experienced a cumulative net loss of $133,086. A substantial portion
of this loss ($97,034) is the result of payment of salaries to employees
and payments for contract laborers.
The Company expects that it will soon be generating revenue as its
business continues its development, but the Company will continue to
pay wages and salaries and will continue to incur legal and accounting
fees and other costs associated with compliance with its reporting
obligations. As a result, the Company expects that it will continue to
incur losses through the next quarter until the Subsidiary completes
development on its virtual malls.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This report contains various forward-looking statements that are based
on the Company's beliefs as well as assumptions made by and
information currently available to the Company. When used in this
report, the words "believe," "expect," "anticipate," "estimate" and
similar expressions are intended to identify forward-looking statements.
Such statements may include statements regarding seeking business
opportunities, payment of operating expenses, and the like, and are
subject to certain risks, uncertainties and assumptions which could
cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ
materially include, among others, unanticipated delays or difficulties in
location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market
conditions, lack of adequate management personnel and the like.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially form those anticipated, estimated or projected. The
Company cautions against placing undue reliance on forward-looking
statements all of which speak only as of the date made.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.
On August 2, 1999 a special meeting of the shareholders of the
Company occurred at 9:00 A.M. at the offices of the Company at 5001
Spring Valley Road, Suite 800, East Tower, Dallas, TX 75244 for the
shareholders of record of the Company on June 4, 1999. At such
meeting, the shareholders voted to amend the Company's Articles of
Incorporation to change the name of the Company to isolver.com,inc.,
the name of the Company's wholly owned subsidiary. One-third of
the outstanding common stock was represented in person or by proxy
at the meeting and constituted a quorum for the transaction of all
business. The proposal to amend the Company's Articles of
Incorporation was passed by the affirmative vote of a majority of the
shares represented at the meeting, as E-Com Investments, L.L.C., the
owner of 20,892,750 shares, or approximately 69.6% of the
Company's issued and outstanding Common Stock, voted its shares in
favor of the proposed amendment of the Company's Articles of
Incorporation. No votes abstained or were cast against this proposal.
The Amended Articles of Incorporation which changed the name of
the Company were filed with the Secretary of State of Colorado on
August 9, 1999. This change of name of the Company will have no
effect on the rights of the security holders of the Company.
ITEM 5. OTHER INFORMATION.
As reported in Item 4, above, the Company has changed its
name to isolver.com, inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits listed below are filed as part of this
Quarterly Report.
EXHIBIT 2 - Stock Purchase Agreement (incorporated by
reference from Form 8-K filed April 21, 1999).
EXHIBIT 3.1 - Articles of Incorporation
EXHIBIT 3.2 - Bylaws (incorporated by reference from
Registration Statement on Form 10-SB filed with the Securities and
Exchange Commission on March 4, 1998).
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
(b) A Form 8-K was filed during this quarter which
reported the acquisition of all of the issued and outstanding stock of
isolver.com, inc. The Form 8-K also reported that on April 23, 1999,
the Company's Board of Directors issued a 3:1 forward split of its
issued and outstanding common stock held by its shareholders of
record as of that date. After this split occurred, the Company had
30,000,000 shares of common stock issued and outstanding of which
20,892,750 shares were owned by E-Com Investments, L.L.C.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
isolver.com, inc.
(Registrant)
Date: August 13, 1999
By: /s/ Gina M. Setlin-Fard, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 6,472
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,017
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,302
<CURRENT-LIABILITIES> 11,238
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 936
<TOTAL-LIABILITY-AND-EQUITY> 20,302
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 133,086
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (133,086)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (133,086)
<EPS-BASIC> (.005)
<EPS-DILUTED> (.005)
</TABLE>
