U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
_X__ Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 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 Identification No.)
jurisdiction of Incorporation)
5001 Spring Valley Road, Suite 200, East Tower
__________________________________________________________
Address of Principal Executive Office (street and number)
Dallas, Texas 75244
__________________________________________________________
City, State and Zip Code
Issuer's telephone number: (972) 991-0001
Securities to be registered under Section 12(b) of the Act:
Title of each class
__________________________________________________________
N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
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 ____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. _X_
State issuer's revenue for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days: As of March 31, 2000, there
were outstanding 30,000,000 shares of the registrant's Common
Stock, which is the only outstanding class of common or voting stock
of the registrant. The aggregate market value of the shares of
Common Stock held by non-affiliates, based upon the average bid and
asked price of such shares for the period of October 1, 1999 through
December 31, 1999, was approximately $3,993,000.
(Applicable only to corporate registrants)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 30,000,000 as of
March 31, 2000.
Documents incorporated by reference.
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g. Part I,
Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.
Transitional Small Business Disclosure Format (check one)
Yes ____ No _X__
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
Buffalo Capitol VI was incorporated under the laws of the State
of Colorado (the "Company") on September 19, 1997. On April 21,
1999, isolver.com, inc., a Nevada corporation (the "Subsidiary")
underwent a business combination with 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 the 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 and has been divided into several
departments and areas. These departments are programmers,
designers, network and administrative, and the areas are server room,
common area and conference rooms.
The Subsidiary's mission is to create a long-term solution that will
provide the security and ease of use required to promote on-line
commerce to the mass market that will evolve with the advancements
of technology and continue a steady if not explosive growth.
The Subsidiary originated as a web development team for Futurenet
Online, Inc. The team handled the company web site and other web
based applications along with network support. While working for
Futurenet, the Subsidiary worked with other companies to try and
create user friendly applications that the distributors of Futurenet
could use as products and promotions.
After constantly facing the limitations of the products and staff of
other companies and having to endlessly explain what the Subsidiary
wanted them to do, the Subsidiary began to create its own solutions to
fulfill its needs. When creating these solutions, the Subsidiary tried to
go beyond just fixing the problem the Subsidiary had encountered.
Everything was made user friendly for the end user and beneficial to
the merchant/vendor that would be marketing the products of the
Subsidiary. All of the products of the Subsidiary are now designed to
be beneficial to all participants in any transaction that takes place
through the products of the Subsidiary.
The primary product of the Subsidiary, the Universal Cart system,
was conceptualized while trying to deal with an existing mall entity
that was not capable of making its system easy to use. The Universal
Cart system was designed to increase the security of customers'
personal information and make checking out a simple process.
The products designed by the Subsidiary help negate the issues of
credit card numbers being stolen by hackers and employees,
fraudulent credit card use, and incomplete orders due to customers not
wishing to go through another complex or redundant check-out
procedure. The Subsidiary's product combination far exceeds the
existing standard being used for e-commerce. The solution
conceptualized by the Subsidiary benefits every party that participates
in a transaction: Customer, Vendor and Credit Card processor.
One competitive advantage of the Subsidiary is the focus on the end
users perspective with the understanding that if the person or entity
offering the service does not benefit from it, the service will never get
to market. The Subsidiary has the proprietary rights to all of the
products of the Subsidiary, and copyright papers have been filed for
the Universal Cart system (1999) and patent papers have been filed
for the Contact Manager (1998).
The Subsidiary predicts about a nine-month window on our existing
technology before the competition begins to develop similar products,
as is not uncommon with the high technology industry. However, any
company wishing to reengineer the technology of the Subsidiary is
facing several difficulties. The competition would be looking at a
complete change in their business operations and a change in their
own plans of development. The competition would have to make
changes to all of their existing web sites and refocus their existing
program team to work on this project or hire another team.
Understanding this window is key, because during that time frame 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 (or SPOC - Specific Point of Communication).
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 follows:
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 several securing methods:
a. All sensitive information is secured with a Secure Socket Layer
encryption connection to secure the transferring data.
b. The consumer's information is encrypted in the UCT database
using PGP's 128-bit encryption and their unique user name and
password.
c. Confidential.
UCT BENEFFITS
All parties involved in the on-line shopping process benefit greatly
from using the UCT:
CONSUMERS' BENEFITS
a. 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.
b. Confidential
c. Multiple delivery addresses can be saved for future use.
d. Confidential
e. UCT provides encryption security during the transfer and
storage of consumer information.
f. A "Purchase Statement" is e-mailed to the consumer after the
completion of a transaction with only the order information...Further
is confidential
g. Consumers can track past purchases to find specific items
purchased in their account history
MERCHANTS' BENEFITS
a. Confidential
b. Merchants with existing e-commerce sites can incorporate the
UCT's checkout feature with minimal changes.
c. A "Purchase Statement" that has the order information and
Confidential is e-mailed to the merchant upon completion of the
transaction.
d. Orders to be filled can be accessed directly on-line through the
management module.
e. 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.
FINANCIAL INSTITUTIONS' BENEFITS:
a. The reduction of fraudulent use of credit cards will reduce the
risks taken by financial institutions.
b. 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.
Further information is confidential
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:
a. Calendar: Contact Manager can schedule meetings and
important similar to a daily schedule planner.
b. 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.
c. 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.
d. 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.
e. 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 at a small fee.
5. WEB SITE BUILDER:
Web Builder is a template based web site builder that allows any
person with no 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.
Web Builder makes it possible for any person to establish a web page
within minutes. No knowledge of programming languages is required.
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.
The Subsidiary expects to earn revenue from software licensing, sales
transaction processing, and network consulting and setup.
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 on a as needed basis to cover approved
expenses by E-Com Investments, L.L.C. in a total amount of
$307,393, including accrued interest of $5,393. Consequently, the
Company's balance sheet for the year ended December 31, 1999,
reflects a current asset value of $19,885 and a total asset value of
$30,468.
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 with existing 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 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 network support.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company currently has no investments in real estate, real
estate mortgages, or real estate securities, and does not anticipate
making any such investments in the future. The Company currently
leases an office at 5001 Spring Valley Road, Suite 200, East Tower,
Dallas, Texas 75244. The Company's telephone number is (972)
991-0001. The Subsidiary leases an office at 5910 Lemona Avenue,
Van Nuys, California 91411 (818) 787-9990.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.
No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
December 31, 1999.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS. The Common Stock of the Company
trades on the NASDAQ over the counter market under the symbol
ISLV. The high and low sales prices for the past quarter of the fiscal
year ending December 31, 1999 are 2.968 and 1.187, respectively.
As of December 31, 1999, there were 68 holders of record of the
Common Stock of the Company. There have been no cash dividends
declared on the Common Stock of the Company.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.
The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources
or stockholder's equity other than the receipt of proceeds from its
inside capitalization funds, and the expenditure of such funds in
furtherance of the Company's business plan, including primarily
expenditure of funds to pay legal and accounting expenses.
Consequently, the Company's balance sheet for the fiscal year ended
December 31, 1999, reflects a current asset value of $19,885,
primarily in the form of cash, and a total asset value of $53,282.
Results of Operations
No revenues were received by the Company during this period.
Need for Additional Financing
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.
RESEARCH AND DEVELOPMENT:
The Subsidiary is planning to use four to five independent contractors
for software development.
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 E-Com Investments, L.L.C. per the
verbal agreement between the Subsidiary and E-Com Investments,
L.L.C. without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than
through a public offering. The Company does not currently
contemplate making a Regulation S 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 described in Item 1, as is necessary in a high
technology industry.
ITEM 7. FINANCIAL STATEMENTS.
isolver.com, inc.
(A Development Stage Company)
December 31, 1999
Index to Financial Statements
[C]
Report of Independent Certified Public Accountant 14
Balance Sheet 16
Statements of Operations 18
Statement of Stockholders' Equity 20
Statements of Cash Flows 22
Notes to Financial Statements 24
isolver.com, inc.
(A Development Stage Company)
December 31, 1999
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors and Stockholders of isolver.com, inc.
We have audited the accompanying balance sheet of isolver.com, inc.
(a development stage company) (a subsidiary of E-Com Investments,
LLC), as of December 31, 1999, and the related statements of
operations, stockholders' equity, and cash flows for the initial period
from inception (April 8, 1999) to December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of isolver.com,
inc. (a development stage company) as of December 31, 1999, and
the results of its operations and its cash flows for the initial period
then ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the
financial statements, the Company incurred a net loss of $587,915
during the year ended December 31, 1999, and, as of that date, had a
working capital deficiency of $290,595. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans are discussed in Note 8 to the financial
statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Comiskey and Company P.C.,
Denver, Colorado
April 14, 2000
isolver.com,inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 10,958
Accounts receivable - other 971
Prepaid expenses 7,956
Total current assets: 19,885
PROPERTY PLANT AND EQUIPMENT
Equipment 3,046
Computers & Software 24,812
Leasehold improvements 1,912
29,770
Less: Accumulated depreciation 153
29,617
OTHER ASSETS - Deposit 3,780
TOTAL ASSETS 53,282
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable 307,393
Current portion of obligations
under capital leases 13,629
Accounts payable 3,087
Total current liabilities 324,109
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;
30,000,000 shares issued and outstanding 10,000
Additional paid-in capital 297,903
Deficit accumulated during
the development stage (587,915)
(280,012)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 53,282
</TABLE>
The accompanying notes are an integral part of the financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period from inception (April 8, 1999) to December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
REVENUES -
EXPENSES
Advertising 4,374
Application fees, licenses and permits 3,862
Contract labor 73,234
Depreciation and amortization 653
Insurance 1,316
Interest 5,393
Office expense 21,690
Payroll taxes 17,930
Professional fees 40,932
Rent 33,579
Salaries - office 111,439
Salaries - officer 108,333
Software development costs 160,473
Travel 4,707
TOTAL EXPENSES 587,915
NET LOSS (587,915)
Accumulated deficit
Balance, Beginning of period -
Balance, End of Period (587,915)
NET LOSS PER SHARE - BASIC (0.020)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 30,000,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (April 8, 1999) to December 31, 1999
(Page 1 of 2)
<TABLE>
<CAPTION>
Common Stock Additional
Number of paid-in
shares Amount capital
<S> <C> <C> <C>
Common stock issued for
cash, April 1999 at
$0.01 per share 16,140,000 $10,000 $ 0
Shares deemed issued
in reverse acquisition 13,860,000 0 1,068
Capital contributed and
expenses paid on behalf
of the company during 1999 0 0 296,835
Net loss for the period
ended December 31, 1999 0 0 0
Balance,
December 31, 1999 30,000,000 $10,000 $297,903
</TABLE>
The accompanying notes are an integral part of the financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (April 8, 1999) to December 31, 1999
(Page 2 of 2)
<TABLE>
<CAPTION>
Deficit accumulated
during the Total
development stockholders'
stage equity
<S> <C> <C>
Common stock issued for
cash, April 1999 at
$0.01 per share 0 $10,000
Shares deemed issued
in reverse acquisition 0 1,068
Capital contributed and
expenses paid on behalf
of the company during 1999 0 296,835
Net loss for the period
ended December 31, 1999 (587,915) (587,915)
Balance,
December 31, 1999 $(587,915) $(280,012)
</TABLE>
The accompanying notes are an integral part of the financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from inception (April 8, 1999) to December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss (587,915)
Adjustments to reconcile net loss
to net cash flows from operating activities:
Depreciation 153
Increase in prepaids (7,956)
Increase in deposits (3,780)
Increase in accounts receivable (971)
Increase in accounts payable 3,087
Net cash flows from operating activities (597,382)
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 307,393
Issuance of common stock and capital contributions 307,903
Net cash flows from financing activities 638,110
NET INCREASE IN CASH
AND CASH EQUIVALENTS 10,958
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS,
END OF PERIOD 10,958
Cash paid during the year for interest -
Cash paid during the year for taxes -
</TABLE>
The accompanying notes are an integral part of the financial statements.
isolver.com, inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development stage company
isolver.com, inc. ("isolver," "the Company") was incorporated under
the laws of the State of Colorado under the name Buffalo Capital VI,
Ltd. on September 19, 1997. isolver.com, inc. a Nevada corporation
("isolver-Nevada") was formed on April 8, 1999 to become an
internet commerce and technology company using Universal Cart
Technology, which it owns. The Universal Cart software technology
allows a shopper to surf through multiple shopping sites on the world
wide web and use just one shopping cart (a "Universal Cart") for
check out at the end of their time on-line. In other words, the
consumer is required to supply personal and payment information just
one time, regardless of the number of different sites from which
goods are purchased. Once the shopping session is completed, the
Universal Cart communicates with each site and provides the site with
relevant information including the shopper's order, shipping and
payment information. On April 21, 1999, the shareholders of
isolver-Nevada, in a transaction accounted for as a reverse
acquisition, exchanged all of the outstanding common stock of
isolver-Nevada for 5,380,000 pre-split shares of the common stock of
Buffalo Capital VI, Ltd. As a result of this transaction,
isolver-Nevada shareholders acquired collectively a majority interest
in Buffalo Capital VI, Ltd., and isolver-Nevada become a
wholly-owned subsidiary of Buffalo Capital VI, Ltd. Immediately
after this transaction, the Company effected a 3-for-1 stock split. In
August 1999, Buffalo Capital VI, Ltd. changed its name to
isolver.com, inc. (the Colorado corporation). References in this
report to the Company and to isolver are references to isolver.com,
inc., a Colorado corporation, and its predecessor and wholly-owned
subsidiary, isolver-Nevada, on a consolidated basis. As of December
31, 1999, the Company was in the development stage, as defined by
SFAS #7. The initial registered office of isolver-Nevada is Corporate
Trust Company, One East 1st Street, Reno, Nevada 89501.
Principles of Consolidation
As is more fully described in Note 4, on April 21, 1999, isolver.com,
inc. became the wholly-owned subsidiary of Buffalo Capital VI, Ltd.,
("Buffalo") a public shell company. All references to "the Company"
in these financial statements are references to isolver prior to April
21, 1999, and to isolver and Buffalo combined from April 21, 1999 to
December 31, 1999.
Accounting Method
The Company records income and expenses on the accrual method.
Loss per Share
Loss per share was computed using the weighted number of shares
outstanding during the period. Shares issued in the stock transfer and
exchange described in Note 2 are considered outstanding since
inception.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
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 principles 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.
Depreciation
Cost of equipment used by the Company has been capitalized and is
being depreciated using the straight-line method over useful lives of 3
to 7 years.
Fair Values of Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
instruments.
Research & Development
Research & development costs are expensed as incurred.
Organizational Costs
Costs of organization were fully expensed as of December 31, 1999.
2. STOCKHOLDERS' EQUITY
Stock Split
As of April 21, 1999 and in connection with the Share Exchange and
Plan of Reorganization more fully described in Note 4,
isolver-Nevada exchanged all 1,000,000 shares of its common stock
for 5,380,000 pre-split shares of Buffalo and, on April 23, 1999,
Buffalo effected a 3-for-1 forward stock split. Except as otherwise
noted, all share and per share amounts have been restated to reflect
these transactions retroactively to inception.
Common Stock
As of December 31, 1999, 30,000,000 shares of common stock were
issued and outstanding.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred
stock, no par value per share. The Board of Directors is authorized
to issue these shares from time to time in series and is further
authorized to establish such series, to fix and determine the variations
in the relative rights and preferences as between the series, and to
allow for the conversion of preferred stock into common stock. As of
December 31, 1999, no preferred stock has been issued.
Stockholders' Equity & Comprehensive Income
The Financial Accounting Standards Board has recently released
Statement of Financial Accounting Standards No. 130 - Reporting
Comprehensive Income. SFAS 130 requires companies to present
comprehensive income (consisting primarily of net income items plus
other direct equity changes and credits) and its components as part of
the basic financial statements. For the year ended December 31,
1999, the Company's financial statements do not contain any changes
in equity, which are required to be reported
separately in comprehensive income.
3. LEASES
Operating Leases
The Company leases for its own use office space, under a
non-cancelable operating lease expiring in the year 2003.
Future minimum lease payments on non-cancelable operating leases
over the next five years are as follows:
[S] [C]
For the year ended December 31, Amount
2000 45,600
2001 45,600
2002 45,600
Thereafter 7,600
Capital Leases
The Company is the lessee of various computer equipment under
capital leases expiring in 2001. The assets and liabilities under capital
leases are recorded at the present value of the minimum lease
payments. The assets are depreciated over a period of 5 years with a
salvage value equal to 60%. Depreciation of assets under capital
leases is included in depreciation expense for 1999.
Following is a summary of property held under capital leases:
1999
Computers & software $ 22,814
Less: Accumulated depreciation (1,453)
21,361
Future minimum capital lease payments on capital leases for the next
five years are as follows:
For the year ended
December 31, Amount
2000 $ 15,369
2001 9,520
Total minimum lease payments 24,889
Less: Amount representing interest (2,075)
Present value of net minimum lease payment 22,814
4. BUSINESS COMBINATION
On April 21, 1999, isolver underwent a business combination with
Buffalo pursuant to a closing under a Share Exchange and Plan of
Reorganization Agreement dated April 21, 1999. 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, and include the operations of Buffalo since
the date of the business combination.
Prior to the combination, Buffalo had a total of 13,860,000 common
shares issued and outstanding.
In accordance with the terms of the agreement, Buffalo issued
16,140,000 common shares in exchange for 100.00% of the issued
and outstanding common stock of isolver such that isolver, after the
exchange, became a 100.00% owned subsidiary of Buffalo. After this
transaction, Buffalo had 30,000,000 shares of common stock issued
and outstanding.
Immediately following completion of the share exchange transaction,
E-Com Investments, L.L.C., a Delaware limited liability company,
which was the sole shareholder of isolver, and also previously owned
10,452,750 shares, or approximately 75.42% of Buffalo's outstanding
common stock, was the owner for a total of 20,892,750 shares of
common stock of the Company, or approximately 69.64% of its
issued and outstanding common stock.
5. 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("E-Com"),is providing funding for the Company's
activities. A total of $296,835 was contributed to capital in 1999.
The Company obtained certain financing from E-Com. The average
interest rate on these obligations was 10.30%. At December 31,
1999, principal amounts owed to E-Com totaled $307,393, which
includes accrued interest of $5,393. The amount of interest expense
on these notes in 1999 totaled $5,393.
6. INCOME TAXES
The Company has Federal net operating loss carryforwards of
approximately $588,000 expiring in the year 2019. The tax benefit of
these net operating losses, which totals approximately $117,000, has
been offset by a full allowance for realization. This carryforward
may be limited upon the consummation of a business combination
under IRC Section 381. For the period ended December 31, 1999,
the valuation allowance increased by approximately $117,000.
7. NAME CHANGE
On August 2, 1999, the shareholders of Buffalo approved an
amendment to its Articles of Incorporation for the purpose of
changing its name to isolver.com, inc. On August 9, 1999, Buffalo
completed its name change to isolver.com, inc., by filing Articles of
Amendment with the Colorado Secretary of State.
8. PRESENTATION AS A GOING CONCERN
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.
As shown in the financial statements, the Company incurred a net loss
of $587,915 for the initial period ended December 31, 1999. At
December 31, 1999, current liabilities exceed current assets by
$290,595. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The Company intends to rely
upon continuing advances from E-Com Investments, L.L.C., as well
as pursuing venture capital funding in order to pursue its business
plan. There is no written agreement with existing shareholders for
funding. There can be no guarantee that future capital raising
initiatives will be successful. The financial statements do not include
any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.
The directors and executive officers currently serving the Company
are as follows:
[S] [C] [C]
Name Age Positions Held
Gina M. Setlin-Fard 41 President, Secretary &
Director
Antonio L. Zuniga 29 Vice-President, Treasurer
& Director
The directors named above will serve until the next annual
meeting of the Company's stockholders. Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently
exists, but is currently being contemplated by the board of directors
for the officers and employees of the Subsidiary. There is no
arrangement or understanding between any of the directors or officers
of the Company and any other person pursuant to which any director
or officer was or is to be selected as a director or officer.
There are no family relationships between any of the directors
or officers of the Company.
The Company's board of directors has not held any formal
meetings during the reporting year ending December 31, 1999.
Biographical Information
The following is the biographical information of the Directors and
Executive Officers of Isolver.com, Inc.
Gina Setlin-Fard, Chairman and Chief Executive Officer
Mrs. Gina Setlin-Fard, 41 years old, is the Chairman, Chief
Executive Officer and Founder of isolver.com, inc. She is an active
and experienced CEO, who has gained most of her experience on the
job and with the help of a hands on management style. She has been
gifted with the ability to have a vision of what needs to be done and
an ability to prepare action plans that transform her vision to reality.
Mrs. Gina Setlin-Fard was the Vice President of Artebella and was
also the President of "Computers for Kids," a non-profit organization,
which donates set-top computer technology and provides training to
inner city and rural communities through public schools. Her
extensive background in public relations and marketing in the
political, educational and international case good industries has
provided experience in working with high level federal and state
officials. Mrs. Gina Setlin-Fard has developed working partnerships
with officials, corporate executives and major technology companies
to implement the "Computers for Kids" program. She was responsible
for developing a national volunteer organization consisting of
30,000+ volunteers, which trains individuals to use set-top and
Internet technology.
Antonio Zuniga, Executive Vice-President
Mr. Zuniga, 29 years old, is the Executive Vice-President, Treasurer
and Founder of isolver.com, inc. He is instrumental in planning out
the evolution of all product development and handling the internal
operations of the Subsidiary.
Mr. Zuniga was the Director of Marketing at Futurenet Online, Inc
and Chief Financial Officer of SevenWare, Inc. As Director of
Marketing for Futurenet he was responsible for the content that was
made available to the public by the Web development team for three
years. This allowed him to familiarize himself with the skills and
planning required to maintain and promote an internet presence and
develop web-based applications. He learned what it takes to support
an Internet business by dealing with the financial aspect of operations
while working as the Chief Financial Officer of SevenWare. His
presence was further recognized in the technology sector in 1999,
when he was nominated as a Who's Who in Information Technology.
Compliance With Section 16(a) of the Exchange Act.
There have been no transactions made by any directors, executive
officers shareholders of greater than 10% equity in the Company or
any relative of these persons which change their beneficial ownership
in the Company, and therefore no Form 5 is required for any of these
individuals or entities for the fiscal year ending December 31,1999.
ITEM 10. EXECUTIVE COMPENSATION.
Gina M. Setlin-Fard received compensation for her services as
employee to the Company.
[S] [C] [C] [C]
SUMMARY COMPENSATION TABLE
Officer/Director Base Salary Bonus Other
Gina M. Setlin-Fard $110,500 N/A N/A
The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of
one or more such programs in the future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS.
The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of
record and beneficially by persons who hold 5.0% or more of the
outstanding Common Stock of the Company.
[S] [C] [C]
Name and Number of Shares Percent of
Address Owned Beneficially Class Owned
With sole voting and
Investment power
Gina M. Setlin-Fard 5,700,000 19.00%
5910 Lemona Avenue
Van Nuys, CA 91411
E-Com Investments, L.L.C. 20,892,750 69.64%
Suite 200, East Tower
5001 Spring Valley Road
Dallas, Texas 75244
(b) SECURITY OWNERSHIP OF MANAGEMENT.
The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of
record and beneficially by executive officers and directors of the
outstanding Common Stock of the Company. Also included are the
shares held by all executive officers and directors as a group.
The person listed is an officer, a director, or both, of the Company.
[S] [C] [C]
Name and Number of Shares Percent of
Address Owned Beneficially Class Owned
With sole voting and
Investment power
Gina M. Setlin-Fard 5,700,000 19%
5910 Lemona Avenue
Van Nuys, CA 91411
Antonio L. Zuniga 0 0%
5910 Lemona Avenue
Van Nuys, CA 91411
All directors and executive
officers (2 persons) 5,700,000 19%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Indemnification of Officers and Directors
As permitted by Colorado law, the Company's Articles of
Incorporation provide that the Company will indemnify its directors
and officers against expenses and liabilities they incur to defend,
settle, or satisfy any civil or criminal action brought against them on
account of their being or having been Company directors or officers
unless, in any such action, they are adjudged to have acted with gross
negligence or willful misconduct. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and
is, therefore, unenforceable.
Exclusion of Liability
Pursuant to the Colorado Corporation Code, the Company's
Articles of Incorporation exclude personal liability for its directors for
monetary damages based upon any violation of their fiduciary duties
as directors, except as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts in violation
of Section 7-5-114 of the Colorado Corporation Code, or any
transaction from which a director receives an improper personal
benefit. This exclusion of liability does not limit any right which a
director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.
There are no familial relationships between any of the directors or
officers of the Company.
The Company's principal shareholder, E-Com Investments, L.L.C.,
has made loans to the Company in a total amount of $307,393,
including accrued interest of $5,393.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The Exhibits listed below are filed as part of this Annual
Report.
Exhibit No. Document
3(ii) Bylaws (incorporated by reference from Registration Statement
on Form 10-SB/A filed with the Securities and Exchange Commission
on January 10, 1997).
27 Financial Data Schedule
(b) No Forms 8-K were filed during the fourth quarter of the
fiscal year ended December 31, 1999.
Signatures
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
isolver.com, inc.
By: /s/ ________________
Gina M. Setlin-Fard (Chairman of Board of Directors)
Date: April 14, 2000
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