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 March 31, 2000.
....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 200, East Tower
Dallas, Texas 75244
(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 3/31/00 the
following shares of common were outstanding: Common Stock, no
par value, 30,303,000 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 March 31, 2000 and for the period from inception
through March 31, 2000, 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 March 31, 2000
Index to Financial Statements: [C]
Balance Sheet 5
Statement of Operations 7
Statements of Cash Flows 9
Notes to Financial Statements 11
isolver.com, inc.
(A Development Stage Company)
BALANCE SHEET
March 31, 2000
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 2,888
Prepaid expenses 7,881
Total Current Assets 10,769
Property Plant and Equipment
Equipment, net 2,827
Computers & Software, net 22,218
Leasehold Improvements, net 1,761
26,806
Other Assets - Deposit 3,780
TOTAL ASSETS 41,355
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable 438,429
Current portion of obligations
under capital leases 13,629
Accounts payable 8,271
Total Current Liabilities 460,329
Noncurrent Liabilities
Obligations under capital leases 9,185
Total noncurrent Liabilities 9,185
STOCKHOLDERS' EQUITY
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding -
Common stock, no par value;
100,000,000 shares authorized;
30,303,000 shares issued and
outstanding 464,500
Additional paid-in capital 301,053
Deficit accumulated during the
development stage (743,712)
Less: Note receivable-exercise of options (450,000)
(428,159)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 41,355
</TABLE>
The accompanying notes are an integral part of these financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Period
For the three April 8, 1999
months ended (inception), to
March 31, 2000 March 31, 2000
<S> <C> <C>
INCOME $ - $ -
Operating Expenses
Advertising - 4,374
Application fees, licenses
and permits 866 4,728
Contract Labor 37,875 111,109
Depreciation & Amortization 2,811 3,464
Insurance - 1,316
Interest 9,086 14,479
Office expense 13,059 34,749
Payroll Taxes 6,173 24,103
Professional Fees 10,569 51,501
Rent 6,606 40,185
Salaries - office 18,855 130,294
Salaries - officer 40,425 148,758
Software development costs 8,600 169,073
Travel 872 5,579
Total expenses 155,797 743,712
Net (loss) (155,797) (743,712)
Accumulated deficit:
Balance, beginning of period (587,915) -
Balance, end of period (743,712) (743,712)
(Loss)per common
share and common
equivalent share:
Basic $ (0.005) $ (0.025)
Weighted average common
and common equivalents
outstanding:
Basic 30,002,473 30,000,628
</TABLE>
The accompanying notes are an integral part of these financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period
For the three April 8, 1999
months ended (inception) to
March 31, 2000 March 31, 2000
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss (155,297) (743,712)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Depreciation 2,811 2,964
Stock issued for services 4,500 4,500
Decrease (increase) in prepaids 75 (7,881)
Increase in deposits - (3,780)
Decrease in accounts receivable 971 -
Increase in accounts payable 5,184 8,271
Net cash flows from
operating activities (142,256) (739,638)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (6,956)
Property held under capital leases - (22,814)
Net cash flows from investing activities - (29,770)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in capital leases payable - 22,814
Increase in notes payable 131,036 438,429
Issuance of common stock and capital
contributions 3,150 311,053
Net cash flows from
financing activities 134,186 772,296
Net increase (decrease) in cash and
cash equivalents (8,070) 2,888
CASH AND CASH EQUIVALENTS,
Beginning of Period 10,958 -
CASH AND CASH EQUIVALENTS,
End of Period 2,888 2,888
</TABLE>
The accompanying notes are an integral part of these financial statements.
isolver.com, inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
1. Management's Representation of Interim Financial Information.
The accompanying financial statements have been prepared by
isolver.com, inc. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted as allowed by such rules and regulations, and
management believes that the disclosures are adequate to make the
information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management,
are necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring
nature. These financial statements should be read in conjunction with
the audited financial statements at December 31, 1999.
2. Changes in Stockholders' Equity.
For the quarter ended March 31, 2000, the Company authorized the
sale of 300,000 shares of the Company's common stock to employees
and independent contractors for $1.50 per share. These shares are
secured by 6% non-recourse notes receivable, due on the earlier of
thirty-six months or six months after the employment has ceased.
The Company also issued 3,000 shares of common stock for services.
A total of $4,500 in consulting fees has been recorded in this
transaction.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
isolver.com, inc., a Colorado corporation, ("the Company") was
incorporated under the laws of the State of Colorado on September
19, 1997. On April 21, 1999, isolver.com, inc., a Nevada
corporation (the "Subsidiary") underwent a business combination with
the Company pursuant to a closing under a Share Exchange and Plan
of Reorganization Agreement. The transaction was accounted for as a
reverse merger acquisition whereby Subsidiary is the accounting
acquiror. The Subsidiary is a wholly owned subsidiary of the
Company, and all of the Company's business is expected to be
conducted through the Subsidiary. On August 9, 1999, Amended
Articles of Incorporation were filed with the Colorado Secretary of
State which changed the Company's name to isolver.com, inc.
The Subsidiary is a development stage internet commerce business.
Its main focus is network development, Web-based solutions, Web
software and e-commerce. Through the first round of funding, the
Subsidiary has nearly completed the product development for its base
product, the Universal Cart System, and has about 3 months to
complete several modules that will be integrated with the Universal
Cart system to create the Presto System. Each of the modules being
created will be integrated into the existing Universal Cart system and
will be capable of being licensed and used as individual products.
With the first round of funding, the Subsidiary has set up an office of
operations in a 3000 square foot facility located at 5910 Lemona
Avenue, Van Nuys, California 91411. This facility currently hosts all
the employees of the Subsidiary.
The primary product of the Subsidiary, the Universal Cart system,
allows a consumer to make multiple purchases from different websites
while only transmitting payment information once. The Subsidiary has
the proprietary rights to all of the products of the Subsidiary, and
patent papers have been filed for the Universal Cart system (1999)
and Contact Manager (1998).
The Subsidiary predicts about a nine-month window on the
Subsidiary's existing technology before the competition begins to
develop similar products. Understanding this window is key, because
during that nine month window, the Subsidiary will have completed
the integration of the Subsidiary's other products. This will once
again place the Subsidiary ahead of any new introductions the
competition brings to market. By that time, the Subsidiary will be
established and generating revenue from monthly and transactional
fees and any licensing agreements. The Subsidiary will then proceed
to the next step in the evolution of the Universal Cart by introducing
the Smart Card system that will allow for a real world Universal
Credit Card that does not require a microchip on the card and offers
increased security in a Point of Sale environment.
isolver currently has five products in various stages of development.
The following section details their features and the thoughts behind
their use and functions.
isolver's products are as follow:
1. Universal Cart Technology (UCT)
2. The Smart Card
3. Presto System
4. Online Contact Manger
5. Web Site Builder
1) Universal Cart Technology (UCT):
The UCT evolved from an increasing demand by users to simplify the
on-line shopping experience and to have more security against the
fraudulent use of credit cards. It allows a user to set up an
EZ-Chargeit account once and then use it at any web site that uses
Universal Cart Technology. Shoppers can modify their accounts at
their convenience, by changing or adding information or even deleting
the account.
To provide additional security against fraudulent use of credit card
information, the UCT utilizes a secure method:
- - All sensitive information is secured with a Secure Socket Layer
encryption connection to secure the transferring data.
- - The consumer's information is encrypted in the UCT database
using PGP's 128-bit encryption and their unique user name and
password.
UCT Benefits
All parties involved in the on-line shopping process benefit greatly
from using the UCT:
a) Consumers' benefits:
- - Repetitive information (such as credit card information and
delivery addresses) can be saved for future use and does not have to
be keyed in for every on-line purchase.
- - Multiple delivery addresses can be saved for future use.
- - UCT provides encryption security during the transfer and
storage of information.
- - Consumers can track past purchases to find specific items
purchased in their account history
b) Merchants' benefits:
- - Merchants with existing e-commerce sites can incorporate the
UCT's checkout feature with minimal changes.
- - A "Purchase Statement" that has the order information
- - Orders to be filled can be accessed directly on-line through the
management module.
- - Shipping details can be entered by the merchant, which in turn
will enable consumers to track shipping in real time, thus reducing
customer service calls.
c) Financial Institutions' benefits:
- - The reduction of fraudulent use of credit cards will reduce the
risks taken by financial institutions.
- - Expanding services globally can be achieved with minimal risk
if the merchant never receives the credit card information.
2. Smart Card - (UCT future Development):
Because UCT has a well-structured relational database combined with
connectivity to E-Commerce transaction processing at its foundation,
isolver sees the potential to evolve the UCT to a true SmartCard.
The UCT is the "crown-jewel" of the systems developed by isolver.
The e-commerce industry is growing exponentially on a global scale.
Consumer awareness of the associated risks with on-line credit card
transactions will pressure the industry to move towards a more secure
system. UCT is such a system and is designed to interface with new
and established web sites.
3. Presto System:
The Presto System is a multi-tiered application that provides a web
based site builder for the merchant to build a fully functional Internet
presence with everything from on-line merchant account to inventory
control. This is the pinnacle of achievement of our product lines. It is
an integrated tool with incredible potential. There is nothing currently
on the Internet that is as all-inclusive as the Presto system.
4. Online Contact Manager:
The contact manager is a daily planner and personal management
program that is a Web-based application. None of the popular
personal management programs currently available are web-based.
The result is that if a person is not at a specific computer, schedule
and address book information will not be available. The Contact
Manager is accessible from any computer connected to the Internet.
The ease of use and open platform accessibility makes the Contact
Manager appealing to people who are not stationed at a specific
computer for any length of time.
The Contact Manager provides mobility without being isolated from
personal information. The current version of the Contact Manager will
be used as a "loss-leader" to gain market awareness of the Isolver
products.
The Online Contact Manager has the following features:
Calendar: Contact Manager can schedule meetings and important dates
similar to a daily schedule planner.
Address book: Users can maintain a full address book in the Contact
Manager. Finding a particular name in the personalized address book
can be done in any particular field.
Email: Users can send and receive email through the Contact Manager
using a web browser. Mail can be sent to any number of recipients.
CC (carbon copy) and BCC (blind carbon copy) are standard features.
Paging: Contact Manager also provides a linked interface that allows
the paging of any person who has a pager account with AT&T,
PageNet or Skytel.
Bulletin board: Users can create bulletin boards that can be shared
with other users or groups of users of the Contact Manager system.
This feature is particularly appealing to families with teenagers that
need to stay in touch with each other. This could replace the "message
on the refrigerator" with a posting on a private bulletin board. The
bulletin board can be accessed from work, home, school or college.
A basic version of the Contact Manager will be made available for
free to the users. Advertising space on the pages will be the source of
income.
Future Development of Online Contact Manager: A more advanced
version with modern back-end systems is being developed and will be
made available for a small fee.
5. Web Site Builder:
Web Builder is a template based web site builder that allows a person
without any programming knowledge to easily construct a web page in
a minimal amount of time. Users have a choice of color, background
features and pictures from a standard library. Users can also upload
their own pictures. Changes are made by the user and do not require
any involvement from isolver support staff. Changes are effective
immediately and do not have any implied cost for isolver.
Future Development of Web Builder: A more advanced version with
modern back-end systems is being developed and will be made
available for a small fee.
In conjunction with the Contact Manager the current version of Web
Builder will be used as a "loss-leader" to gain market awareness of
the Isolver products.
Results of Operations
No revenues were received by the Company during this period.
Research and Development
The Subsidiary is planning to use four to five independent contractors
for software development.
Need for Additional Financing
The Company remains in the development stage, and since inception,
the Company's principal shareholder, E-Com Investments, L.L.C.,
contributed additional capital to the Company of $297,903 and has
made loans to the Company in a total amount of $438,429, including
accrued interest of $14,479. Consequently, the Company's balance
sheet for the quarter ended March 31, 2000, reflects a current asset
value of $10,769 and a total asset value of $41,355.
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 agreements 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 software licensing.
The Subsidiary expects to earn revenue from software licensing, sales
transaction processing, and network consulting and setup. The
Company will require additional capital in order to meet its cash
needs for the next year, but as opportunities for licensing the products
of the Subsidiary increase, the Subsidiary expects to earn revenue as
follows:
Universal Cart Technology (UCT):
Every time a vendor signs up for a Merchant Account, the Subsidiary
receives $200 for the acquisition of the client from Card Service
International. The Subsidiary will charge a fee of $50.00 per vendor
per year, payable annually in advance. Plus processing fees of $0.50
per transaction with the first 50 Transactions free. ($200 + $50 =
$250 per merchant enrolled to the program).
Online Contact Manager:
Online Contact Manager has an enrollment fee of $5 per month. If a
user exceeds 20 faxes per month, charges of $.25 per fax for the
remainder of the month would be imposed.
Web Site Builder:
Additional pages beyond the initial set-up of three are billed at $2.00
per page per month. If a customer wishes to have a customized web
site above and beyond what is capable from the Subsidiary's web site
builder, the customer may negotiate an hourly rate in a range that is
preset for the type of work that is requested.
Presto System:
The Subsidiary has chosen to keep the monthly services fee at a low
$39.95, so as not to make the monthly cost prohibitive for smaller
companies. The majority of the earnings will be accumulated through
transaction fees which will range from a flat fee of $0.25 - $1.00 for
some contracts and 1-5% for others depending on the vendor's choice.
No specific commitments to provide additional funds have been made
by management or other stockholders, and the Company has no
current plans, proposals, arrangements or understandings with respect
to the sale or issuance of additional securities. Accordingly, there can
be no assurance that any additional funds will be available to the
Company to allow it to cover its expenses. Notwithstanding the
foregoing, to the extent that additional funds are required, the
Company anticipates receiving such funds in the form of
advancements from current shareholders without issuance of additional
shares or other securities, or through the private placement of
restricted securities rather than through a public offering.
The Company may also seek to compensate providers of services by
issuances of stock in lieu of cash.
The Subsidiary will continue to actively pursue additional research
and development, as is necessary in a high technology industry.
The Company is not expected to purchase any significant equipment,
however it does plan to lease all of 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 and no part-time employees.
The Subsidiary currently has four 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.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. Except for historical
matters, the matters discussed in the Management Discussion and
Analysis portion of this Form 10-QSB are forward-looking statements
based on current expectations, and involve risks and uncertainties.
Forward-looking statements include, but are not limited to, statements
relating to the effort to seek business opportunities, the need for
additional financing, the possibility of generating revenue from
operations, and the like.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
(b) There have been no reports on Form 8-K for the quarter
ending March 31, 2000.
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: May 22, 2000
/s/_______________________________
Gina M. Setlin-Fard, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,888
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,769
<PP&E> 30,270
<DEPRECIATION> 2,811
<TOTAL-ASSETS> 41,355
<CURRENT-LIABILITIES> 460,329
<BONDS> 0
0
0
<COMMON> 464,500
<OTHER-SE> 301,053
<TOTAL-LIABILITY-AND-EQUITY> 41,355
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 155,797
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,086
<INCOME-PRETAX> (155,797)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (155,797)
<EPS-BASIC> 0.005
<EPS-DILUTED> 0.005
</TABLE>
