U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to __________
Commission File Number: 0-28303
INVESTAMERICA, INC.
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(Exact name of Small Business Issuer in its Charter)
Nevada 87-0400797
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1776 Park Avenue, #4, Park City, Utah 84060
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(Address of principal executive offices)
435-615-8801
--------------------------
(Issurer's telephone number
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes [ X ] No [ ]
State the number of shares outstanding for each of the issuer's
classes of Common Stock as of the last practical date:
Common Stock, $0.001 par value per share, 50,000,000 shares authorized,
31,168,857 issued and outstanding as of June 30, 2000. Preferred
Non-Voting Stock, $0.001 par value per share, 5,000,000 shares
authorized, 450,000 Series A Convertible issued nor outstanding as
of June 30, 2000.
Transactional Small Business Disclosure Format
Yes [ ] No [ X ]
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INVESTAMERICA, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Independent Auditor's Review Letter.................. 4
Balance Sheet (unaudited)............................ 5
Statements of Operations (unaudited). ............... 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8-11
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 14
Item 2. Changes in Securities and Use of Proceeds............ 14
Item 3. Defaults upon Senior Securities...................... 14
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 14
Item 5. Other Information.................................... 14
Item 6. Exhibits and Reports on Form 8-K..................... 14
Signatures..................................................... 15
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The reviewed financial statements of registrant for the nine
months ended June 30, 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.
3
BRAVERMAN & COMPANY
Certified Public Accountants
To: The Board of Directors and Shareholders of InvestAmerica, Inc.
Park City, Utah
We have reviewed the accompanying balance sheets of InvestAmerica, Inc., as
of June 30, 2000, and the related statements of income and cash flow for the
nine months then ended in accordance with standards established by the
American Institute of Certified Public Accountants. All information included
in these financial statements is the representation of the management of
InvestAmerica, Inc.
A review principally of inquires of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope
than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made of the accompanying financial statements in order for them
to be in conformity with generally accepted accounting standards.
August 9, 2000
Braverman & Company
23679 Calabasas Road # 149,
Calabasas CA 91302
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InvestAmerica, Inc. and Subsidiaries
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Consolidated Balance Sheets
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<TABLE>
<CAPTION>
BALANCE SHEET
June, 30 September 30
2000 1999
-------- ------------
(Unaudited) (Audited)
------------------------------------------------------------------------
Assets
<S> <C> <C>
Current Assets:
Cash $ 318,121 $ -
Investment 4,000,000 -
Stock Subscription Receivable 600,000 -
------------------------------------
Total Current Assets 4,918,121 -
Office Equipment and Website,
Net of Accumulated Depreciation 36,421 -
------------------------------------
Total Assets $ 4,954,542 $ -
====================================
Liabilities and Stockholders' Equity (Deficiency)
Current Liabilities:
Accounts Payable and
Accrued Expenses $ 27,874 $ 810,036
Judgement Payable - 7,372,894
Notes Payable 21,020
-----------------------------------
Total Current Liabilities 48,894 8,182,930
-----------------------------------
Long-Term Debt - Officer: 1,981,621 -
-----------------------------------
Stockholders' Equity:
Preferred Shares par value
$.001 per share
Authorized Shares 5,000,000
Outstanding Shares 450,000 450 0
Common Shares, par value
$.001 per share
Authorized Shares 50,000,000
Outstanding Shares 9,790,443 - 1999
31,168,857 - 2000 31,118 9,791
Additional Paid - In Capital 14,503,905 1,989,840
Accumulated Deficit (11,641,446) (10,182,561)
------------------------------------
Total Stockholders (Deficiency)
Equity 2,924,027 (8,182,930)
------------------------------------
Total Liabilities and
Stockholders (Deficiency) Equity $ 4,954,542 $ -
====================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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InvestAmerica, Inc. and Subsidiaries
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Consolidated Statements of Income
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(Unaudited)
<TABLE>
<CAPTION>
STATEMENTS OF INCOME
Nine Months Three months
Ended June 30 Ended June 30
--------------- --------------
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenue $ - $ - $ - $ -
Operating Expenses 2,239,091 389,838 170,116 131,647
------------------------------------------------------
Loss from Operations (2,239,091) (389,838) (170,116) (131,647)
Judgement Against the
Company - (7,372,894) - -
Forgiveness of
Indebtedness 810,206 - - -
------------------------------------------------------
Net (Loss) $(1,428,885) $(7,762,732) $ (170,116) $(131,647)
======================================================
Weighted average
common shares
outstanding 20,469,073 9,790,443 16,783,001 9,790,443
-----------------------------------------------------
Net Income (Loss)
per common share $ (.07) $ (.79) $ (.01) $ (.01)
-----------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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InvestAmerica, Inc. and Subsidiaries
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Consolidated Statements of Cash Flows
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<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
For the Nine Months For the Year Ended
Ended March, 31 September 30
--------------- ------------
(Unaudited) (Audited)
2000 1999
<S> <C> <C>
Cash Flows (To) Operating Activities:
Net (Loss) $ (1,428,885) $ (122,417)
Adjustments to reconcile
net income to net cash
provided by operating activities:
(Decrease) in judgement payable (7,372,894) -
(Decrease) in notes payable 21,020 7,805
(Decrease) Increase in
accounts payable
and accrued expenses (782,162) 114,612
------------------------------
Net cash used by operating activities (9,561,883) -
------------------------------
Cash Flows from Investing Activities:
Expenditure for equipment (37,459) -
Increase in investment (4,000,000) -
------------------------------
Net cash used in investing activities (4,037,459) -
------------------------------
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt 1,981,621 -
(Increase) in Stock
Subscription Receivable (600,000) -
Proceeds from issuance of
common stock 12,535,392 -
Proceeds from issuance of
preferred stock 450 -
------------------------------
Net cash provided by financing activities 13,917,463 -
------------------------------
Increase in Cash 318,121 0
Cash at Beginning of Year 0 0
------------------------------
Cash at End of Year $ 318,121 $ 0
==============================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
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InvestAmerica, Inc. and Subsidiaries
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Notes to Financial Statements
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June 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Balboa Investments, Inc. (Parent) was organized under the laws
of the State of Utah on October 20, 1983. The Company changed its domicile
from the State of Utah to the State of Nevada on December 18, 1986. This
change in domicile was accomplished by merging the Company into a Nevada
corporation created solely for this purpose. In connection with the change in
domicile, the Company changed its corporate name from Technology Research
Inc., to Balboa Investments, Inc. effective December 18, 1986.
On December 29, 1992, Balboa Investments, Inc. changed its name to Progressive
Polymerics International, Inc., (Parent) and acquired all of the issued and
outstanding common stock of Progressive Polymerics, Inc., (Subsidiary).
On April 17, 1997, the Company reverse-split its Common Stock twenty (20) old
shares for one (1) new share.
On April 17, 1997, the Company acquired 100% of the issued and outstanding
capital stock of InvestAmerica, Inc., thereby making it a wholly-owned
subsidiary.
On May 14, 1997, the stockholders of the Company approved the merger of
InvestAmerica, Inc., with and into the Company, with the Company the survivor
of the merger. A change of the Company's name to InvestAmerica Inc., was also
approved.
Principles of Consolidation - The consolidated financial statements include the
accounts of the Company and its wholly - owned subsidiaries. All significant
intercompany transactions between the parent and the subsidiary have been
eliminated in the consolidation process.
Cash and Cash Equivalents - For purposes of the statement of cash flows, cash
and cash equivalents are defined as demand deposits at banks.
Office Equipment - Office equipment is stated at cost. The cost of additions
and substantial improvements to property, plant and equipment is capitalized.
The cost of maintenance and repairs of property, plant and equipment is charged
to operating expenses. Property, plant and equipment is depreciated using
straight-line methods over their estimated economic lives, generally ranging
from 3 to 10 years.
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InvestAmerica, Inc. and Subsidiaries
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Notes to Financial Statements
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June 30, 2000
Earnings Per Share - Basic earnings per share is calculated on the weighted-
average number of common shares outstanding during each period. Diluted
earnings per share include shares issuable upon exercise of outstanding stock
options and the potential conversion of the preferred securities where the
conversion of such instruments would be dilutive.
Use of Estimates - The consolidated financial statements of the Corporation
include estimates and assumptions regarding certain assets, liabilities,
revenues and expenses. Actual results may differ from such estimates.
NOTE 2 - NOTES PAYABLE
Notes payable were issued against the borrowed capital used for the purchase
of an equity position in Omnigon International, Inc. These notes carry an
interest rate of 12% per annum. Accrued interest has been added to the
principal balance on notes annually.
NOTE 3 - STOCK OPTIONS
The Company granted stock options to purchase 6,150,000 shares of Common Stock
to Officers, Directors and key personnel. The options were granted November
24, 1999, have a five (5) year term, vest monthly over twenty five (25) months,
and have an exercise price of $1.20 per share. Options to purchase an
aggregate of an additional 3,000,000 shares were granted on February 8, 2000,
to three employees. (See Note 9)
NOTE 4 - SETTLEMENT
Daniel Tepper, a shareholder and former consultant of the Company, entered into
a Settlement Agreement pursuant to which the Company issued 4,740,000 restricted
shares of Common Stock to Mr. Tepper in exchange for the satisfaction of
certain judgements totaling $7,372,894 obtained by Mr. Tepper against the
Company. The judgements related to claims which arose prior to current
management obtaining control of the Company, included claims for money due
under notes payable and for services rendered to the Company. The Settlement
Agreement included mutual releases.
9
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InvestAmerica, Inc. and Subsidiaries
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Notes to Financial Statements
------------------------------------
June 30, 2000
NOTE 5 - ACQUISITIONS AND CHANGE OF CONTROL
The Company has signed an agreement (on July 7, 2000) to acquire through a
newly formed wholly-owned subsidiary all to the issued and outstanding shares
of Zed Data Systems Corp., A British Columbia corporation ("Zed"), for a cash
payment of $5,000,000 and the issue of shares of the subsidiary exchangeable
for 15,000,000 common shares of the Company. Douglas Smith, President of the
Company, is the sole owner and President of Zed. Zed is a value added reseller
of data communications equipment. It sells products and services for equipment
supplied by several manufacturers, including Cisco Systems and Fore Systems.
Zed had sales of approximately $ 6,800,000 and income from operations before
taxes of approximately $ 245,000 for nine months ended May 31, 2000.
NOTE 6 - INVESTMENT
The Company has committed to invest $4,000,000 for 666,667 Preferred shares
of Omnigon International, Inc. ("Omnigon"). Omnigon, a private company, is
constructing an advanced global network to offer proprietary value added
communications services. $4,000,000 has been invested to date.
10
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InvestAmerica, Inc. and Subsidiaries
------------------------------------
Notes to Financial Statements
------------------------------------
June 30, 2000
NOTE 7 - PRIVATE PLACEMENT AND LONG-TERM DEBT
In order to further capitalize the Company, a Private Placement stock offering
was made, subsequent to December 31, 1999, in reliance upon an exemption from
registration requirements, pursuant to Section 4(2) of the Securities Act of
1933, as amended and Regulation D of the Act. The Company raised three million
($3,000,000) dollars through this Private Placement from four (4) individuals.
The terms of this Private Placement were as follows: Six hundred twenty-five
thousand (625,000) shares of common stock were issued at a twenty percent (20%)
discount to the Company's stock price at $6.00 per share, i.e., $4.80 per share
with one (1) warrant per share issued. The warrants have a one (1) year term
at an exercise price of $3.00 per share. Additionally, to further capitalize
the Company, the Company borrowed the sum of two million ($2,000,000) dollars
from private sources (one of whom is an affiliate of the Company), with the
interest payable at twelve percent (12%) per year. The note has a five (5)
year term, and is payable in five equal annual installments.
NOTE 8 - STOCK BASED COMPENSATION
The Company, through Optica Canada, entered into employment agreements with
three (3) individuals under which, among other things, each individual was
granted an option to acquire one million (1,000,000) shares of the Company's
common stock. The options have a five year term, an exercise price of $5.25
per share, and vest in monthly installments over two years.
The Company, through Optica Canada, under terms of employment agreements with
three (3) individuals, issued three hundred thousand (300,000) shares of the
Company's Common Stock as compensation.
The Company measures compensation costs for these plans using the intrinsic
value-based method of accounting as allowed in Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS
123). Accordingly, no compensation cost has been recognized.
NOTE 9 - SUBSEQUENT EVENT
Based on the number of shares of Common shares that are issuable upon conversion
of the Series A Preferred Stock, the Company does not have sufficient number of
authorized Common shares available. The Board of Directors of the Company has
approved an amendment to the Company's Articles of Incorporation to increase
the number of authorized Common shares from 50,000,000 shares to 200,000,000
shares. Such an amendment is subject to approval by the shareholder's of the
Company. Management has indicated the Company will call a Special Meeting of
Shareholders in the near future to consider and vote upon the amendment. The
right of conversion of the Series A Preferred Stock cannot be exercised by all
current preferred shareholders until such time as the Company increases its
authorized common shares.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
From April 1997, when the Company approved a Plan of Reorganization, through
March 15, 2000, when the Company closed the Optica Acquisition, the Company
has had no material operations and no revenue from operations. During said
period, the Company's sole purpose was to consummate a merger or acquisition
opportunity with a private entity.
On July 7, 2000, the Company signed an agreement to acquire through a newly
formed wholly-owned subsidiary all to the issued and outstanding shares of
Zed Data Systems Corp., A British Columbia corporation ("Zed"), for a cash
payment of $5,000,000 and the issue of shares of the subsidiary exchangeable
for 15,000,000 common shares of the Company. Douglas Smith, President of the
Company, is the sole owner and President of Zed. Zed is a value added reseller
of data communications equipment. It sells products and services for equipment
supplied by several manufacturers, including Cisco Systems and Fore Systems.
Going Concern - The Company experienced operating losses for the period
ended June 30, 2000. The financial statements have been prepared assuming
the Company will continue to operate as a going concern which contemplates
the realization of assets and the settlement of liabilities in the normal
course of business. No adjustment has been made to the recorded amount of
assets or the recorded amount or classification of liabilities which would be
required if the Company were unable to continue its operations.
Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.
Loss Per Share - The Company adopted the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share"
that established standards for the computation, presentation and disclosure
of earnings per share ("EPS"), replacing the presentation of Primary EPS
with a presentation of Basic EPS. It also requires dual presentation of Basic
EPS and Diluted EPS on the face of the income statement for entities
With complex capital structures. The Company did not present Diluted EPS
since it has a simple capital structure.
Results of Operations
As a result of the Optica Acquisition, the principal operations of the
Company are being conducted through Optica and its subsidiaries. During the
Fiscal year ended September 30, 1999 and the nine month period ended June
30, 2000, the Company did not generate any material revenues. The Company
does not expect to generate any revenues until its "Optica" business plan
becomes operational, which is not anticipated to occur within the next twelve
months.
The Company had a $1,4,28,885 loss from operations for the first nine months of
this fiscal year. This compares to a loss of $7,762,732 for the same period
last year. The decrease in loss was due to a $7,372,894 judgement against the
company for the same period last year. (See "Financial Note - 4"). The Company
had a net loss of $170,116 for the Third Quarter, ending June 30, 2000. This
compares to a loss of $ $131,647 for the same period last year. This increase
in net loss came from increased operating expenses. This represented a net
loss of $0.01 per common share for the Third Quarter ended June 30, 2000 and
a net loss of $0.07 per common share for the first nine months of this fiscal
year.
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Liquidity and Capital Resources
The Company's primary sources of liquidity have been the sale of shares of
common stock from shareholders. An original stock offering was made in
order to further capitalize the Company, a Private Placement stock offering
was made, subsequent to December 31, 1999, in reliance upon an exemption from
registration requirements, pursuant to Section 4(2) of the Securities Act of
1933, as amended and Regulation D of the Act. The Company raised three million
($3,000,000) dollars through this Private Placement from four (4) individuals.
The terms of this Private Placement were as follows: Six hundred twenty-five
thousand (625,000) shares of common stock were issued at a twenty percent (20%)
discount to the Company's stock price at $6.00 per share, i.e., $4.80 per share
with one (1) warrant per share issued. The warrants have a one (1) year term at
an exercise price of $3.00 per share. Additionally, to further capitalize the
Company, the Company borrowed the sum of two million ($2,000,000) dollars from
private sources (one of whom is an affiliate of the Company), with the interest
payable at twelve percent (12%) per year. The note has a five (5) year term,
and is payable in five equal annual installments.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION.
This Report contains forward-looking statements, which are generally
identified by words such as "may", "should", "seeks", "believes",
"expects", "intends", "estimates", "projects", "strategy" and similar
expressions. Those statements may include statements regarding
the intent, belief, expectation, strategies or projections of the
registrant and its management at the time. Forward-looking statements are
subject to a number of known and unknown risks and uncertainties that
could cause actual results to differ materially from those projected,
expressed or implied in the forward-looking statements. These risks and
uncertainties, many of which are not within the registrant's control,
include, but are not limited to, the uncertainty of potential manufacturing
difficulties, the dependence on key personnel, the possible impact of
competitive products and pricing, the registrant's continued ability
to finance its operations, general economic conditions and the achievement
and maintenance of profitable operations and positive cash flow.
We caution readers that these forward-looking statements speak only as of
the date hereof. We hereby expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any such statements to
reflect any changes in our expectations or any change in events, conditions or
circumstances on which such statement is based.
13
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
See "Note 4--Settlement."
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended June 30, 2000, no matters were submitted to the
Company's security holders.
ITEM 5. Other Information
ITEM 6. Exhibits and Reports on Form 8-K.
The Company filed Form 8-K during the Second Quarter ended June 30, 2000.
The Current Report, dated March 31, 2000, and subsequently Amended, dated
April 17, 2000 on Form 8-K containing information pursuant to Item 1,
"Changes in Control of Registrant," pursuant to Item 2, "Acquisition or
Disposition of Assets," pursuant to Item 7, "Financial Statements, Pro-Forms
Financial Information and Exhibits."
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
InvestAmerica, Inc.
/s/ Douglas E. Smith
-----------------------
Douglas E. Smith
President and Chairman
Date: August 12, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
InvestAmerica, Inc.
/s/ Brian A. Kitts
------------------------
Brian A. Kitts, Secretary
Date: August 12, 2000
15
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