<PAGE> 1
UNITED STATES
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 the quarterly period ended December 31, 1999
OR
[ ] 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 000-22715
FUTUREONE, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 84-1383677
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
4250 E. Camelback Rd., Suite K-124 85018-2751
Phoenix, Arizona (Zip Code)
(Address of Principal Executive Offices)
(602) 852-9725
Registrant's Telephone Number, Including Area Code
Indicate by check mark whether the Registrant (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 periods 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 [ ]
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practical date: As of February 10, 2000, there were 12,880,526
shares of Common Stock, $.001 par value per share, outstanding.
<PAGE> 2
FUTUREONE, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I: Financial Information 3
Item 1. Financial Statements 3
Condensed consolidated balance sheets -
December 31, 1999 and September 30, 1999 3
Condensed consolidated statements of operations -
Three months ended December 31, 1999 and 1998 4
Condensed consolidated statements of cash flows -
Three months ended December 31, 1999 and 1998 5
Notes to condensed consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Part II: Other Information 21
Item 1. Legal Proceedings 21
Item 2. Changes in Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
I. ITEM 1. FINANCIAL STATEMENTS
FUTUREONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
ASSETS (Unaudited) (Note 1)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 469,255 $ 160,032
Trading securities 1,132,592 --
Trade accounts receivable, net of allowance for doubtful accounts of approximately
$110,000 and $140,000 at December 31, 1999 and September 30, 1999, respectively 2,691,528 2,671,164
Cost and estimated earnings in excess of billings on uncompleted contracts 1,166,091 717,548
Inventory 2,479,748 2,701,096
Prepaid expenses and other assets 393,596 147,286
Net current assets of discontinued operations -- 26,631
------------ ------------
Total current assets $ 8,332,810 6,423,757
Property and equipment, net 3,685,332 3,672,716
Trading securities 225,746 --
Notes receivable 69,206 62,906
Intangible assets, net 6,339,753 6,513,049
Other assets 60,436 --
Net long-term assets of discontinued operations -- 898,979
============ ============
$ 18,713,283 $ 17,571,407
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Credit lines payable $ 480,000 $ 480,000
Notes payable to stockholders 171,450 171,450
Trade accounts payable 5,802,294 5,556,062
Accrued expenses 497,722 382,627
Taxes payable 294,749 294,973
Billings in excess of cost and estimated earnings on uncompleted contract 117,819 66,861
Current portion of long term debt and capital leases 1,961,627 1,429,799
Other liabilities 405,401 25,970
------------ ------------
Total current liabilities 9,731,062 8,407,742
Notes payable, less current portion net of $150,361 discount at December 31, 1999
and $0 at September 30, 1999 2,425,899 2,603,848
Capital lease payable, less current portion 137,130 67,786
Stockholders' equity:
Common stock, $.001 par value, 50,000,000 shares authorized and 12,943,028 and
12,891,028 shares issued at December 31, 1999 and September 30, 1999, respectively 12,944 12,891
Additional paid-in capital 14,400,047 14,050,433
Unearned compensation (427,431) (481,187)
Treasury stock, 108,850 shares (250,573) (250,573)
Accumulated deficit (7,315,795) (6,839,533)
------------ ------------
Total stockholders' equity 6,419,192 6,492,031
============ ============
$ 18,713,283 $ 17,571,407
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
FUTUREONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
Internet services business $ 243,058 $ 37,537
Communication equipment sales 417,091 628,212
Broadband communications engineering and construction services 3,660,578 1,672,925
------------ ------------
Total Revenues 4,320,727 2,338,674
Costs of sales:
Internet services business 209,939 55,553
Communication equipment sales 397,561 558,313
Broadband communications engineering and construction services
(including $148,000 and $60,000 of depreciation and amortization in
1999 and 1998, respectively) 3,441,595 1,291,614
------------ ------------
Total Costs of Sales 4,049,095 1,905,480
------------ ------------
Gross profit 271,632 433,194
Operating expenses:
General and administrative 1,525,478 548,963
Depreciation and amortization 265,481 248,294
------------ ------------
Loss from operations (1,519,327) (364,063)
Other income (expense):
Interest expense (240,899) (29,812)
Other 106,887 38,051
------------ ------------
Net loss from continuing operations (1,653,339) (355,824)
Discontinued operations:
Loss from operations (68,987) (293,589)
Gain on disposal 1,246,064 --
============ ============
Net loss $ (476,262) $ (649,413)
============ ============
Basic and diluted net loss per common share:
Loss from continuing operations $ (.13) $ (.03)
Gain/(Loss) from discontinued operations .09 (.03)
------------ ------------
Net loss per common share $ (.04) $ (.06)
============ ============
Basic and diluted weighted average shares: 12,929,338 11,105,448
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
FUTUREONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31
1999 1998
---------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss (476,262) (649,413)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 413,067 308,294
Provision for doubtful accounts (30,000) -
Amortization of unearned compensation 93,756 2,844
Accretion of debt discount 95,306 -
Stock compensation 64,000 36,615
Realized and unrealized (gain) loss on investments (127,750) (30,982)
Gain on disposal of discontinued operations (1,246,064) -
Loss (gain) on sale of assets 56,398 -
Changes in operating assets and liabilities:
Trading securities 1,373,750 -
Trade accounts receivable 9,636 172,885
Costs and estimated earnings in excess of billings on uncompleted
contracts (448,543) (53,006)
Inventory 221,348 -
Prepaid expenses and other assets (246,310) (198,951)
Trade accounts payable 246,232 (17,625)
Accrued expenses 115,095 (62,073)
Accrued bonus - (55,000)
Accrual for loss contract - (100,000)
Taxes payable (224) 15,290
Billings in excess of cost and estimated earnings on uncompleted contracts 50,958 10,691
Other liabilities (53,233) (110,591)
----------- ----------
Net cash provided by (used in) operating activities 111,160 (731,022)
INVESTING ACTIVITIES
Purchases of property and equipment (256,339) (568,596)
Purchase of trademark (779) -
Change in other assets (66,736) 36,841
Net cash provided from discontinued operations activities - 123,270
----------- ----------
Net cash used in investing activities (323,854) (408,485)
FINANCING ACTIVITIES
Net proceeds (repayments) under credit lines - 286,364
Principal payments under capital lease obligations (39,617) -
Debt issuance costs (51,667) -
Proceeds from borrowings 891,831 461,357
Principle payments of notes payable (278,630) -
----------- ----------
Net cash provided by financing activities 521,917 747,721
----------- ----------
Increase (decrease) in cash and cash equivalents 309,223 (391,786)
Cash and cash equivalents at beginning of period 160,032 570,979
----------- ----------
Cash and cash equivalents at end of period 469,255 179,193
=========== ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements.
<PAGE> 6
FUTUREONE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
DECEMBER 31, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended December 31,
1999 are not necessarily indicative of the results that may be expected for the
year ended September 30, 2000.
The balance sheet at September 30, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the fiscal year ended September 30, 1999, as filed
with the Securities and Exchange Commission on January 13, 2000.
2. DISCONTINUED OPERATIONS
Networld.com Inc. - Internet access business
On November 19, 1999, the Company sold its Internet access business, including
all of its personal and business Internet access customers in Phoenix,
Flagstaff, Tucson, Lake Havasu City, Prescott, Florence, Wickenburg and Payson,
Arizona and all of the equipment related to providing Internet access to the
Company's current Internet subscribers to RMI.NET, Inc. for approximately $2.75
million in RMI.NET common stock, which is publicly traded. Under terms of the
agreement, 50 percent of the stock is immediately available for sale, 20 percent
will be available for sale in six months, 20 percent will be available for sale
in one year and 10 percent will be held in escrow for 18 months to cover any
adverse claim that may be made against the acquired assets. The purchase price
is subject to adjustment upward or downward depending on actual revenues
achieved by the buyer during the next three months. Any adjustment to the
purchase price will be adjusted from the 20 percent portion of the stock that is
restricted from sale for six months. Subsequent to the transaction the Company
sold approximately 50 percent of the RMI.NET common stock for approximately $1.5
million. Additionally, 70,000 shares and 47,000 shares, respectively, of RMI.NET
common stock have been reserved as security for the note described in Note 8
and the exchange for Company stock under the severance agreement described in
Note 9.
6
<PAGE> 7
FutureOne, Inc. and subsidiaries
Notes to Condensed Consolidated Finanacial
Statements (Unaudited)(continued)
2. DISCONTINUED OPERATIONS (CONTINUED)
Accordingly, the Internet access business was accounted for as a discontinued
operation in the accompanying consolidated financial statements. A gain on the
sale of approximately $1.2 million was realized by the Company.
Under terms of the Agreement, the Company agreed to fully satisfy outstanding
amounts payable on certain equipment leases and other liabilities related to the
acquired assets by January 18, 2000. Pursuant to the terms of the Agreement,
RMI.NET is under no obligation to deliver ten percent of the total shares which
are issuable 90 days following the transaction as the final disbursement and ten
percent of the total shares which are to be held in escrow for 18 months
following the transaction if the Company does not satisfy such outstanding
liabilities in a timely manner. In addition, if RMI.NET must assume such
equipment leases and other liabilities related to the acquired assets, then the
Company is obligated to return an additional number of shares of RMI.NET common
stock so that the total of such shares and the final disbursement shares and
escrow shares withheld by RMI.NET as set forth above equals two times the total
amount due on such liabilities. The Company has paid approximately $128,000 to
partially satisfy the equipment leases and other liabilities and is currently
negotiating for the settlement of approximately $400,000 of such liabilities.
Networld.com Inc. - PrimeServ Virtual Telephone Service
On August 10, 1999, the Company adopted a plan to sell and signed a letter of
intent to sell the assets and customer list of its PrimeServ operating division.
On December 6, 1999, the Company closed the sale for consideration of $17,800
cash and a $30,000 note receivable which resulted in a net loss of $66,615 which
was included as a loss on disposal under discontinued operations for the year
ended September 30, 1999.
The following represents the combined results of operations of the Company's
discontinued operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
1999 1998
----------- -----------
<S> <C> <C>
Revenues $ 240,912 $ 387,860
Cost of sales (186,215) (410,944)
General and administrative expense (69,654) (210,984)
Depreciation and amortization expense (48,453) (56,173)
Interest expense (5,577) (3,348)
Net loss (68,987) (293,589)
</TABLE>
Costs and expenses, including interest, have been allocated to discontinued
operations for all applicable periods based on management's estimates of those
costs directly related to the discontinued operations.
7
<PAGE> 8
FutureOne, Inc. and subsidiaries
Notes to Condensed Consolidated Finanacial
Statements (Unaudited)(continued)
3. TRADING SECURITIES
Trading securities are held for resale and consist of RMI.Net, Inc. common
shares. Gains and losses both realized and unrealized are included in investment
income unless management determines unrealized gains to be temporary. The cost
of securities sold is based on specific identification method. Securities
restricted for future sale for periods longer than one year have been
classified as long-term.
4. INVENTORY
Inventory consisted of the following at:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ --------------
<S> <C> <C>
Finished goods $ 2,783,748 $ 3,005,096
Valuation allowance (304,000) (304,000)
----------- -----------
Total inventory $ 2,479,748 $ 2,701,096
=========== ===========
</TABLE>
The Company's inventory held for sale was acquired through a preferred vendor
relationship with Lucent Technologies Internet Working Systems (formally Ascend
Communications, Inc.). Under the terms of the arrangement the Company received
favorable pricing terms and has the right to return inventory in exchange for
future purchases. Valuation allowances have been established for a portion of
such inventory that management expects will be sold at or below cost as part of
its plans to accelerate the liquidation of certain of its inventory items, and
restocking charges that could be incurred under a plan to return all of the
remaining Lucent inventory back to the manufacturer.
8
<PAGE> 9
FutureOne, Inc. and subsidiaries
Notes to Condensed Consolidated Finanacial
Statements (Unaudited)(continued)
5. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Costs and estimated earnings on uncompleted contracts consist of the following
at:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
<S> <C> <C>
Costs incurred on uncompleted contracts $ 3,954,587 $ 2,337,185
Estimated earnings 1,303,000 1,107,910
----------- -----------
5,257,587 3,445,095
Less billings to date (4,209,315) (2,794,408)
----------- -----------
$ 1,048,272 $ 650,687
=========== ===========
</TABLE>
Included in the accompanying balance sheet under the following captions:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
<S> <C> <C>
Costs and estimated earnings in excess of billings on
uncompleted contracts $ 1,166,091 $ 717,548
Billings in excess of costs and estimated earnings on
uncompleted contracts (117,819) (66,861)
----------- -----------
$ 1,048,272 $ 650,687
=========== ===========
</TABLE>
6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following at:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
<S> <C> <C>
Furniture and fixtures $ 149,811 $ 148,328
Computers and other equipment 152,244 157,008
Construction equipment 2,817,392 2,708,636
Software and telephone lines 192,138 168,183
Vehicles 1,115,261 1,046,432
Leasehold improvements 49,663 59,092
----------- -----------
4,476,509 4,287,679
Less accumulated depreciation and amortization (791,177) (614,963)
----------- -----------
$ 3,685,332 $ 3,672,716
=========== ===========
</TABLE>
9
<PAGE> 10
FutureOne, Inc. and subsidiaries
Notes to Condensed Consolidated Finanacial
Statements (Unaudited)(continued)
7. INTANGIBLE ASSETS
Intangible assets consist of the following at:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
------------ -------------
<S> <C> <C>
Goodwill $ 6,933,986 $ 6,933,986
Trademarks 2,800 2,021
Debt issuance costs 210,000 158,333
CLEC certification 279,030 279,030
----------- -----------
7,425,816 7,372,370
Less amortization (1,086,063) (860,321)
----------- -----------
$ 6,339,753 $ 6,513,049
=========== ===========
</TABLE>
8. NOTES PAYABLE AND LONG TERM DEBT
In October 1999, the Company issued detachable warrants to purchase 250,000
shares of its Common Stock at $1.00 per share and a promissory note in
consideration for $250,000. The note bears interest at 15% annually and matures
February 8, 2000. The offering of such warrants, promissory note and underlying
shares of Common Stock was made pursuant to an exemption from registration under
Section 4(2) of the Securities Act as private transactions not involving a
public distribution. The warrants have a determined value of $47,500 which has
been recorded as a discount to the debt issued and will be accreted to interest
expense over the term of the note. The Company is currently negotiating an
extension on this promissary note which was due on February 8, 2000.
Effective as of October 22, 1999, the Company issued detachable warrants to
purchase 500,000 shares of its Common Stock a $0.75 per share and a promissory
note convertible into 500,000 shares of Common Stock in consideration for
$500,000. The note bears interest at 12% annually and matures April 22, 2000.
The note is secured by 795,000 shares of the Company's common stock. Default
provisions allow the lender the option to accept the pledged company stock as
payment or to convert the note to stock of RMI.NET, Inc. at 125 percent of the
outstanding note balance plus accrued interest at date of default. The offering
of such warrants, promissory note and underlying shares of Common Stock was made
pursuant to an exemption from registration under Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated under the Securities Act as private
transactions not involving a public distribution. The warrants have a determined
value of $195,000 that has been recorded as a discount to the debt issued and
will be accreted to interest expense over the term of the note. In conjunction
with this transaction the Company issued warrants to purchase 100,000 shares of
common stock at $0.75 per share as commission. These warrants were determined
to have a value of $39,000 and were included in consulting expense.
Effective as of December 28, 1999, the Company issued detachable warrants to
purchase 16,667 shares of its Common Stock at $1.00 per share and a promissory
note convertible into 50,000 shares of Common Stock in consideration for
$50,000. The note bears interest at 12% and matures June 28, 2000. The offering
of such warrants, promissory note and underlying shares of
10
<PAGE> 11
FutureOne, Inc. and subsidiaries
Notes to Condensed Consolidated Finanacial
Statements (Unaudited)(continued)
8. NOTE PAYABLE AND LONG TERM DEBT (continued)
Common Stock was made pursuant to an exemption from registration under Section
4(2) of the Securities Act and Rule 506 of Regulation D promulgated under the
Securities Act as private transactions not involving a public distribution. The
warrants have a determined value of $3,167 which has been recorded as a discount
to the debt issued and will be accreted to interest expense over the term of the
note.
9. SEVERANCE AGREEMENT
On November 23, 1999, the Company entered into a Severance Agreement with
Kendall Q. Northern, the Company's then president and chief executive officer.
Pursuant to the Severance Agreement, Mr. Northern's employment contract with the
Company was terminated by mutual consent and Mr. Northern resigned as an officer
and director of the Company and all of its affiliates and agreed not to compete
with the Company for a period of one year. In consideration for executing the
Severance Agreement, the Company agreed to immediately pay a one-time sum of
$50,000 and a one-year separation payment of $100,000 to be paid in equal
monthly installments. In addition, the Company is further obligated to pay for
Mr. Northern's auto rental, auto insurance and medical insurance for one year.
The Company also allowed Mr. Northern to retain certain Company property,
already in his possession, valued at approximately $17,500 and to exchange
200,000 shares of the Company's common stock owned by Mr. Northern for 47,031
shares of RMI.NET, Inc. stock obtained by the Company from the sale of its
Internet access business. Exchange of the 200,000 shares of Company's common
stock has not taken place, but will be completed by May 23, 2000.
10. LEASES
The Company is currently negotiating with certain third parties to fully satisfy
certain outstanding equipment leases and other liabilities related to the assets
acquired from the Company by RMI.NET in an approximate amount of $400,000. The
Company may be subject to certain penalties under the terms of the agreement
between RMI.NET and the Company if it does not fully satisfy such liabilities in
a timely manner.
11. SEGMENT INFORMATION
The Company operates its business under Internet services, communication
equipment sales services, broadband communications engineering and construction
services and convergence technology and telecommunications. Management evaluates
the performance of the segments based upon revenues, gross margin, pre-tax
income and long-lived assets. For the three months ended December 31, 1999 and
1998, this information
11
<PAGE> 12
FutureOne, Inc. and subsidiaries
Notes to Condensed Consolidated Finanacial
Statements (Unaudited)(continued)
11. SEGMENT INFORMATION (continued)
has been provided by segment. The Company's sales are primarily in the western
United States with no international sales.
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31
1999 1998
----------- -----------
<S> <C> <C>
Revenues from external customers:
Internet services business $ 243,058 $ 37,537
Communication equipment sales 417,091 628,212
Broadband communications engineering and construction
services 3,660,578 1,672,925
----------- -----------
$ 4,320,727 $ 2,338,674
=========== ===========
Gross profit (loss):
Internet services business $ 33,119 $ (18,016)
Communication equipment sales 19,530 69,899
Broadband communications engineering and construction
services 218,983 381,311
----------- -----------
$ 271,632 $ 433,194
=========== ===========
Depreciation and amortization expense:
Internet services business $ 21,296 $ --
Communication equipment sales 16,175 61,848
Broadband communications engineering and construction
services 169,911 155,247
Unallocated corporate 58,099 31,199
----------- -----------
$ 265,481 $ 248,294
=========== ===========
Net income (loss) from continuing operations:
Internet services business $ (125,801) $ (18,242)
Communication equipment sales (85,663) (161,700)
Broadband communications engineering and construction
services (502,169) 63,546
Convergence technology and telecommunications
(99,871) --
Unallocated corporate (839,835) (239,428)
----------- -----------
$(1,653,339) $ (355,824)
=========== ===========
</TABLE>
12
<PAGE> 13
FutureOne, Inc. and subsidiaries
Notes to Condensed Consolidated Finanacial
Statements (Unaudited)(continued)
12. SUBSEQUENT EVENTS
Effective January 1, 2000, Mr. Alan P. Hald became the Chairman of the Company's
Board of Directors. In consideration for his service to the Company as Chairman,
Mr. Hald received a one-time bonus of $20,000 and receives $10,000 per month and
warrants to purchase 70,000 shares of the Company's Common Stock with an
Exercise Price of $1.00 per share for each of the first six months of Mr.
Hald's service to the Company. In addition, Mr. Hald shall receive a transaction
bonus if the Company closes a public or private offering or a sale or merger of
the Company valued in excess of $10,000,000. The transaction bonus will include
cash equal to one percent of the value of the transaction and warrants to
purchase a number of shares of Common Stock equal to one percent of the value of
the transaction divided by the warrant strike price of $1.00.
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
All statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" elsewhere in this Report, other
than statements of historical facts, which address activities, events or
developments that the Company expects or anticipates will or may occur in the
future, including such things as future capital expenditures, growth, product
development, sales, business strategy and other such matters are forward-looking
statements. These forward-looking statements are based largely on the Company's
expectations and assumptions and are subject to a number of risks and
uncertainties, many of which are beyond the Company's control. Actual results
could differ materially from the forward-looking statements set forth herein as
a result of a number of factors, including, but not limited to, the Company's
limited operating history, unpredictability of operating results, intense
competition in various aspects of its business, the risks of rapid growth, the
Company's dependence on key personnel, uncertainty of product acceptance,
changes in laws and regulations, changes in economic conditions, an inability to
obtain financing and other risks described in the Company's reports on file with
the Securities and Exchange Commission. In light of these risks and
uncertainties, all of the forward-looking statements made herein are qualified
by these cautionary statements and there can be no assurance that the actual
results or developments anticipated by the Company will be realized. The Company
undertakes no obligation to update or revise any of the forward looking
statements contained herein.
This discussion and analysis of financial condition and results of
operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the related disclosures included elsewhere
herein and Management's Discussion and Analysis of Financial Condition and
Results of Operations included as part of the Company's Annual Report on Form
10-KSB for the year ended September 30, 1999.
RESULTS OF OPERATIONS
The following table sets forth the percentage of total revenues
represented by specific expense and income items for continuing operations for
the three-month periods ending December 31, 1999 and 1998. The prior period
revenues and related items have been adjusted for the effects of reclassifying
the revenues and associated costs of the Internet access operations and virtual
telephone services that have now been recorded as discontinued operations in
1999 and 1998. See Footnote 2 to the "Financial Statements," which indicates the
amounts from each category that were reclassified to discontinued operations.
14
<PAGE> 15
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDING
DECEMBER 31
1999 1998
----------- ------------
<S> <C> <C>
REVENUES:
Internet Services Business ............. 5.6% 1.6%
Communication Equipment Sales .......... 9.7 26.9
Broadband Communications Engineering and
Construction Services ................ 84.7 71.5
----- -----
TOTAL REVENUES ................ 100.0 100.0
----- -----
COSTS OF SALES:
Internet Services Business ............. 4.9 2.4
Communication Equipment Sales .......... 9.2 23.9
Broadband Communications Engineering and
Construction Services ................ 79.7 55.2
----- -----
TOTAL COST OF SALES ........... 93.7 81.5
----- -----
GROSS PROFIT ............................ 6.3 18.5
OPERATING EXPENSES:
General and Administrative ............. 35.3 23.5
Depreciation and Amortization .......... 6.1 10.6
TOTAL OPERATING EXPENSES ...... 41.4 34.1
----- -----
LOSS FROM OPERATIONS .......... (35.1) (15.6)
OTHER INCOME (LOSS), NET ................ (3.1) 0.4
----- -----
NET LOSS FROM CONTINUING OPERATIONS ..... (38.2) (15.2)
DISCONTINUED OPERATIONS:
Loss from Operations ................... (1.6) (12.6)
Gain on disposal ....................... 28.8 --
----- -----
LOSS BEFORE INCOME TAXES ................ (11.0) (27.8)
----- -----
NET LOSS ...................... (11.0)% (27.8)%
===== =====
</TABLE>
The Company's operating loss was $1,653,000 and $356,000 and its net
loss was $476,000, including a non-recurring gain of approximately $1.2 million
from the sales of the internet access business, and $649,000 for the three
months ended December 31, 1999 and 1998, respectively.
15
<PAGE> 16
The following table sets forth comparative cash flows of the Company
for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31
------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net Cash Provided by (Used in) Operating Activities ............. $ (111,000) $ (731,000)
Net Cash Provided by (Used) in Investing Activities ............. (324,000) (408,000)
Net Cash Provided by Financing Activities ....................... 522,000 748,000
Ending Cash Balance ............................................. 469,000 179,000
Working Capital Deficit ......................................... (1,398,000) (100,000)
</TABLE>
THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1998
REVENUES
Total revenues, excluding revenues attributable to discontinued
operations, were $4,321,000 for the three months ended December 31, 1999, an
increase of 85% from 2,339,000 for the three months ended December 31, 1998.
Internet services business revenues increased $205,000, or 540%, from
$38,000 in the three months ended December 31, 1998 to $243,000 in the three
months ended December 31, 1999. This increase is primarily attributable to
additional web service revenues resulting from the Company's acquisition of an
advertising and an e-commerce company in March and July 1999, respectively.
Communications equipment sales and services revenues decreased
$211,000, or 34%, from $628,000 in the three months ended December 31, 1998 to
$417,000 in the three months ended December 31, 1999. The decrease in revenue
resulted from the sale of the retail computer division, which was sold effective
June 15, 1999. The Company anticipates that revenues from this division will
continue to decline in the future.
The Company's broadband communications engineering and construction
services revenues increased $1,988,000, or 119%, from $1,673,000 in the three
months ended December 31, 1998 to $3,661,000 in the three months ended December
31, 1999. The Company believes that the increase in broadband communications
engineering and construction services revenue is primarily attributable to the
Company obtaining additional large contracts to provide underground construction
services and the Company's expansion of its underground construction services
into Arizona. The Company believes that revenues from this division are
currently at the maximum level based on existing personnel, equipment and
capital resources and any future revenue increases will be negligible for the
foreseeable future.
16
<PAGE> 17
COSTS OF REVENUES
Cost of sales in the Internet services division includes the direct
cost of labor for programmers, supplies and contract services. Cost of sales
increased $154,000, or 278%, from $56,000 in the three months ended December 31,
1998 to $210,000 in the three months ended December 31, 1999. This increase is
attributable to acquisitions of an advertising and e-commerce company in March
and July 1999, respectively, which resulted in increased revenues. Gross margins
increased from negative 48.0% in the three months ended December 31, 1998 to
13.6% for the three months ended December 31, 1999. The increase in gross margin
is due to business volume reaching levels required to cover fixed payroll costs.
Cost of sales in the communication equipment sales division, which
includes cost of parts and direct labor to assemble parts and provide service
labor, decreased by $160,000, or 29%, from $558,000 in the three months ended
December 31, 1998 to $398,000 in the three months ended December 31, 1999. This
decrease is directly attributable to decrease in revenues from this division.
Gross margins decreased from 11.1% in the three months ended December 31, 1998
to 4.7% in the three months ended December 31, 1999. The Company believes that
this decline is primarily attributable to increased competition from large
retailers and manufacturers and increased sales at the wholesale level. The
Company believes that gross margins will remain low, because in order to sell
its remaining inventory of Lucent Technologies products that it will be required
to sell equipment at or below cost. Accordingly a provision of $304,000 for
losses that may be incurred in liquidating the inventory is recorded at December
31, 1999.
Cost of sales for the Company's underground construction operations,
which includes materials, direct labor costs and depreciation, was $3,442,000
during the three months ended December 31, 1999 compared to $1,292,000 for the
three months ended December 31, 1998. The increase is attributable to additional
revenues being earned by this division. Gross margins have declined from 22.8%
for the three months ended December 31, 1998 to 6.0% for the three months ended
December 31, 1999. The lower margins are the result of the Company focusing its
resources on larger projects that typically yield lower margins. Additionally
two large projects exceeded cost estimates impacting gross margins for this
period. The Company anticipates that this division's gross margins will increase
from the 6% recorded in three months ended December 31, 1999, however, margins
will not return to the levels recorded in fiscal 1999 for the foreseeable
future. See "Revenue Recognition Estimates."
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased $976,000, or 178%, from
$549,000 in the three months ended December 31, 1998 to $1,525,000 in the three
months ended December 31, 1999. Approximately $381,000 of this increase is
directly related to business growth, acquisitions and new business, $150,000 for
Internet services, $213,000 for broadband communications engineering and
construction services, $100,000 for convergence technology and
telecommunications, while communication equipment sales administrative expenses
decreased $82,000. Other increased expenses, due to increased growth, are the
result of additional professional fees of $206,000, increases in management
personnel, which totaled $167,000, and
17
<PAGE> 18
increased facilities, which totaled $37,000. Non-recurring, executive severance
expense of $181,000 was also incurred in the three months ended December 31,
1999.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased from $248,000 in the three
months ended December 31, 1998 to $265,000 in the three months ended December
31, 1999. This increase is attributable to equipment acquisitions made by the
Company.
INTEREST EXPENSE
Interest expense increased from $30,000 in the three months ended
December 31, 1998 to $241,000 in the three months ended December 31, 1999. This
increase in interest expense is the result of increased debt for equipment and
working capital in the broadband communications engineering and construction
division, $90,000, and interest expense associated with accretion of debt
discount from working capital loans obtained by the Company during the three
months ended December 31, 1999 of $95,000.
DISCONTINUED OPERATIONS
During the period ended December 31, 1999, the Company recognized a
one-time gain of $1,246,000 related to disposal of its Internet access business.
This operation was identified and accounted for as a discontinued operation for
the year ended September 30, 1999. In addition, the Company realized a gain of
approximately $115,000 during the three months ended December 31, 1999, on the
sale of the RMI.NET stock received in the sale.
LIQUIDITY AND CAPITAL RESOURCES
The Company had net cash provided from operating activities of $111,000
for the three months ended December 31, 1999 compared to $731,000 net cash used
for operating activities for the three months ended December 31, 1998. Net cash
used in operating activities was less during the three months ended December 31,
1999 primarily due to the gain on the sale of the Company's Internet access
operations. The Company's investment activities required $324,000 and $408,000,
during 1999 and 1998, respectively. The primary reason for the change in cash
used from investing activities in 1999 was the decrease in purchase of equipment
of $313,000 and decrease in cash provided from discontinued operations of
$123,000. Financing activities provided $522,000 in 1999 and $748,000 in 1998.
All of the cash proceeds from financing activities in 1999 and 1998 was
attributable to net debt proceeds.
The Company has commitments for equipment and expenses related to its
convergence technology and telecommunications operations of approximately
$250,000 to engineer, install and test equipment. The Company has a further
commitment for an additional $100,000 of equipment in addition to the
approximately $1,250,000 of equipment that is expected to be obtained by the
Company under operating leases. The Company believes that expenditures not
covered by operating leases will be obtained from the proceeds of certain equity
or debt financings. The Company believes that cash on hand at December 31, 1999
is not sufficient to meet the Company's working capital demands for the next six
months and accordingly the Company plans on obtaining cash and working capital
by obtaining loans and leases, some of which has been obtained and others which
are anticipated to be obtained, all as described below. The Company also plans
to continue to expand its business operations in fiscal 2000, which will require
more resources than are currently available to the Company. In the event the
Company is unable to obtain additional financing, the Company will not be able
to fully undertake its business expansion and will attempt to reduce costs and
possibly liquidate assets to permit existing sources of capital to finance the
operations of the Company until such time as additional sources of financing
become available.
18
<PAGE> 19
The Company has an existing line of credit with a bank that was in
place prior to the Company's acquisition of OPEC CORP. in July 1998. The amount
available under this line of credit is $480,000, which has been fully drawn by
the Company as of December 31, 1999. This line of credit extends until February
15, 2000, however, the Company is currently seeking to renew and raise this line
of credit. There is no assurance that the Company will be successful in
extending or increasing this credit line.
The Company is required to repay certain capital lease obligations
prior to their regularly scheduled maturity dates as part of its sale of the
Internet Business to RMI.NET. The balances subject to such accelerated
repayment amounted to approximately $400,000 at January 18, 2000. The Company
is actively seeking additional financial resources to repay these amounts since
certain penalty provisions exist at the option of RMI.NET if RMI.NET is
required to satisfy these obligations.
The Company's business plan includes pursuing additional debt and
equity financing with financial institutions or strategic partners. In October
1999, the Company obtained a bridge loan in the amount of $250,000. Such loan
bears interest at a rate of 15% per annum and the principal and interest due
thereunder was payable February 8, 2000, however, the Company is currently
seeking to reschedule the final payment of interest and principal. The Company
also obtained a second bridge loan in October 1999 in the amount of $500,000.
Such loan bears interest at a rate of 12% per annum and the principal and
interest are due and payable on April 22, 2000. The note is convertible into
shares of the Company's Common Stock at $1.00 per share at the option of the
holder. The Company also obtained a bridge loan in December 1999 in the amount
of $50,000. Such loan bears interest at a rate of 12% per annum and the
principal and interest are due and payable on June 28, 2000. The note is
convertible into shares of the Company's Common Stock at $1.00 per share at the
option of the holder. The Company anticipates obtaining further bridge loans in
the aggregate amount of $1,000,000 during the second quarter of fiscal year
2000. There is no assurance that the Company will receive all or any additional
portion of the funds in a timely manner or on terms that favorable to the
Company, if at all.
The Company has sold the registered shares of RMI.NET, Inc. common
stock received in consideration of substantially all of the Company's assets
relating to its Internet access business. As of January 31, 2000, the Company
had sold all of the 176,000 shares of RMI.NET common stock that were immediately
transferable, which provided the Company with approximately $1,500,000, which is
being used for working capital. The Company also has a stock purchase agreement
with Blackwater Capital Partners, L.P. Under the terms of this agreement,
Blackwater must purchase shares of the Company's Common Stock in sufficient
amounts to provide funding to the Company in equal traunches of $2,500,000, as
requested by the Board of Directors of the Company. Alternatively, Blackwater
has the right to provide funding for the remaining $7,000,000 through a public
offering of the Company's Common Stock. There is no assurance that Blackwater
will provide additional funding beyond the approximately $3,000,000 that has
been received prior to December 31, 1999.
Although the Company has obtained additional funds from the sale of
substantially all of the assets of its internet access business and certain
bridge and working capital loans, FutureOne is still dependent upon additional
capital resources to enable it to carry out its business plan and obtain
profitability. This lack of profitable operations and the need for additional
capital have resulted in the report of the independent auditors for the years
ended September 30, 1999 and 1998, containing an uncertainties paragraph with
respect to the ability of FutureOne to continue as a going concern.
19
<PAGE> 20
YEAR 2000 COMPLIANCE
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a two
digit calendar year is commonly referred to as the "Year 2000 Compliance" issue.
Prior to December 31, 1999, the Company had installed all updates and
patches to software currently used by the Company and completed testing of its
internal operating systems.
The Company had also evaluated the year 2000 readiness of its material
vendors and facilities with respect to IT, as well as non-IT, assets because the
Company is dependent on outside vendors for basic necessities such as power,
communications and processing financial transactions. The Company had received
year 2000 compliance statements from its material vendors, which indicate that
all were year 2000 compliant.
The Company's development of products and services is accomplished
through in-house development, and acquisition or license from third parties. The
Company has assessed all of its internally developed and third-party developed
products and services for year 2000 readiness, and believes that all of such
products have been designed to satisfy the Company's year 2000 specifications.
In the event that any of the Company's developed or acquired products or
technology are not year 2000 compliant in a timely manner, the Company's sales
may decline materially, customers and those with whom they do business may
assert product liability and other claims, and the Company's business, results
of operations and financial condition could be materially and adversely
affected.
As of February 10, 2000, after the rollover of time, all of the
Company's internal systems are functioning properly, all services from vendors
upon which the Company depends are being supplied without interruption. In
addition, the Company has yet to be notified by any of its customers that the
Company's software is not functioning properly as a result of the Year 2000 date
change.
Revenue Recognition Estimates
The Company recognizes revenues for projects in process within the
broadband communications engineering and construction division using the
percentage of completion accounting method. Under this method, revenues are
recognized based on the ratio that costs incurred to date bear to the total
estimated costs to complete the project. Estimated losses on contracts are
recognized in full when the Company determines that a loss will be incurred. The
Company frequently reviews and revises revenue and total cost estimates as work
progresses on a contract and as contracts are modified. Accordingly, revenue
adjustments based upon the revised completion percentage are reflected in the
period that estimates are revised. Although revenue estimates are based upon
management assumptions supported by historical experience, these estimates could
vary materially from actual results. To the extent percentage of completion
adjustments reduce previously reported revenues, the Company would recognize a
charge against operating results, which could have a material adverse effect on
the Company's results of operations for the applicable period.
20
<PAGE> 21
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
All legal proceedings and actions involving the Company are of an
ordinary and routine nature incidental to the operations of the Company.
Management believes that such proceedings should not, individually or in the
aggregate, have a material adverse effect on the Company's business or financial
condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In October, 1999, the Company issued a warrant to purchase 250,000
shares of Common Stock at a price of $1.00 per share and a promissory note in
consideration for $250,000. The promisory note bears interst at a rate of 15%
per annum and the principle and interest due thereunder were payable February 8,
2000. The company is currently negotiating an extension on this promissory note.
The offering of such warrants, promissory note and underlying shares of Common
Stock was made pursuant to an exemption from registration under Section 4(2) of
the Securities Act as private transaction not involving a public distribution.
Effective October 22, 1999, the Company issued a warrant to
purchase 500,000 shares of Common Stock at a price of $0.75 per share and a
promissory note in the amount of $500,000 in consideration for $500,000. The
promissory note bears interest at a rate of 12% per annum and the principal and
interest are due and payable on April 22, 2000. The promissory note is
convertible into shares of the Company's Common Stock at $1.00 per share at the
option of the holder. In conjunction with this transaction, the Company issued
warrants to purchase 100,000 shares of common stock at $0.75 per share as
commission. The offering of such warrants, promissory note and underlying shares
of Common Stock was made pursuant to an exemption from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act as private transactions not involving a public
distribution.
Effective as of December 28, 1999, the Company issued a warrant to
purchase 16,667 shares of Common Stock at a price of $1.00 per share and a
promissory note convertible to 50,000 shares of Common Stock at a conversion
price of $1.00 per share in consideration for $50,000. The offering of such
warrants, promissory note and underlying shares of Common Stock was made
pursuant to an exemption from registration under Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated under the Securities Act as private
transactions not involving a public distribution. The Company received the funds
related to this transaction on January 6, 2000.
During the three-month period ending December 31, 1999, the
Company has issued a total of 34,500 shares of Common Stock to employees
pursuant to employment contracts or as employment bonuses. The award of 30,000
shares was made with specific vesting restriction of three
21
<PAGE> 22
years. In addition, the Company issued 20,000 shares of its Common Stock as a
partial commission on the sale of substantially all of the assets relating to
the Company's Internet access business. Such shares were issued without
registration pursuant to an exemption from registration under Section 4(2) of
the Securities Act as private transactions not involving a public distribution.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
FutureOne, Inc. conducted its regular 1999 Annual Meeting of
Stockholders on November 23, 1999. Actions concluded at the meeting through
submission of matters to a vote by stockholders was conducted by proxy and
included the following:
1. An election was conducted for four directors to hold office until
the Annual Meeting of Stockholders in 2000. The election of Earl J. Cook, Donald
D. Cannella and Steven B. Green was approved by the stockholders by a vote of
6,705,305 FOR and 252,500 WITHHOLD AUTHORITY. The election of Kendall Q.
Northern was not approved by the stockholders by a vote of 176,715 FOR and
6,528,590 AGAINST.
2. Ratification of an amendment to the Articles of Incorporation of the
Company was unanimously approved by the stockholders of the Company.
3. The Amended and Restated Articles of Incorporation of the Company
were unanimously approved by the stockholders of the Company.
4. The Company's 1999 Key Employee Stock Option Plan was unanimously
approved by the stockholders of the Company.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
3.5 Amended and Restated Articles of Incorporation**
10.8 FutureOne, Inc. 1999 Key Employee Stock Option Plan*
10.9 Form of FutureOne, Inc. Incentive Stock Option Agreement*
</TABLE>
22
<PAGE> 23
<TABLE>
<S> <C>
10.20 Purchase and Sale Agreement by and between the Company and Mandalay Incorporated dated
December 6, 1999**
10.21 Asset Purchase Agreement by and among RMI.NET, Inc. and Networld.com, Inc., FutureOne, Inc.,
an Arizona corporation, and FutureOne, Inc., a Nevada corporation, dated November 19, 1999**
10.22 Severance Agreement by and between the Company and Kendall Q. Northern dated November
23, 1999**
10.23 12% Secured Convertible Promissory Note made by the Company to the order of 12 Squared
Partners, LLC, dated as of October 22, 1999**
10.24 Warrant to Purchase 500,000 Shares of Common Stock in the name of 12 Squared Partners,
LLC**
10.25 Security and Pledge Agreement by and between the Company and 12 Squared Partners, LLC,
dated as of October 22, 1999**
10.26 12% Convertible Promissory Note made by the Company to the order of Hare & Co., as
Trustees for Financial Institutions Retirement Fund, dated as of December 28,
1999**
10.27 Warrant to Purchase 16,667 shares of Common Stock in the name of Hare & Co., as Trustees
for Financial Institutions Retirement Fund**
10.28 Reseller Agreement by and between Ascend Communication Inc. and Priority Systems
effective as of December 15, 1998**
10.32 15% Promissory Note payable to the order of Richard B. McCulloch dated October 8,
1999**
10.33 Form of Warrant to Purchase 250,000 shares of Common Stock in the name of Richard B.
McCulloch**
27 Financial Data Schedule
</TABLE>
* Incorporated by reference from the Company's Form 10-SB Registration
Statement filed with the Commission on October 7, 1999.
** Incorporated by reference from the Company's Amendment No. 1 to Form
10-SB Registration Statement filed with the Commission on January 13,
2000.
(b) No reports on Form 8-K were filed under the Securities and Exchange
Act of 1934 during the quarter ended December 31, 1999.
23
<PAGE> 24
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FUTUREONE, INC.
Date: February 14, 2000 By: /s/ Earl J. Cook
------------------------------
Earl J. Cook
Chief Executive Officer
Date: February 14, 2000 By: /s/ Ralph R. Zanck
------------------------------
Ralph R. Zanck
Vice President Finance
24
<PAGE> 25
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
3.5 Amended and Restated Articles of Incorporation**
10.8 FutureOne, Inc. 1999 Key Employee Stock Option Plan*
10.9 Form of FutureOne, Inc. Incentive Stock Option Agreement*
10.20 Purchase and Sale Agreement by and between the Company and Mandalay Incorporated dated
December 6, 1999**
10.21 Asset Purchase Agreement by and among RMI.NET, Inc. and Networld.com, Inc., FutureOne, Inc.,
an Arizona corporation, and FutureOne, Inc., a Nevada corporation, dated November 19, 1999**
10.22 Severance Agreement by and between the Company and Kendall Q. Northern dated November
23, 1999**
10.23 12% Secured Convertible Promissory Note made by the Company to the order of 12 Squared
Partners, LLC, dated as of October 22, 1999**
10.24 Warrant to Purchase 500,000 Shares of Common Stock in the name of 12 Squared Partners,
LLC**
10.25 Security and Pledge Agreement by and between the Company and 12 Squared Partners, LLC,
dated as of October 22, 1999**
10.26 12% Convertible Promissory Note made by the Company to the order of Hare & Co., as
Trustees for Financial Institutions Retirement Fund, dated as of December 28,
1999**
10.27 Warrant to Purchase 16,667 shares of Common Stock in the name of Hare & Co., as Trustees
for Financial Institutions Retirement Fund**
10.28 Reseller Agreement by and between Ascend Communication Inc. and Priority Systems
effective as of December 15, 1998**
10.32 15% Promissory Note payable to the order of Richard B. McCulloch dated October 8,
1999**
10.33 Form of Warrant to Purchase 250,000 shares of Common Stock in the name of Richard B.
McCulloch**
27 Financial Data Schedule
</TABLE>
* Incorporated by reference from the Company's Form 10-SB Registration
Statement filed with the Commission on October 7, 1999.
** Incorporated by reference from the Company's Amendment No. 1 to Form
10-SB Registration Statement filed with the Commission on January 13,
2000.
25
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 469,255
<SECURITIES> 1,132,592
<RECEIVABLES> 2,801,528
<ALLOWANCES> 110,000
<INVENTORY> 2,479,748
<CURRENT-ASSETS> 8,332,810
<PP&E> 4,476,509
<DEPRECIATION> 791,177
<TOTAL-ASSETS> 18,713,283
<CURRENT-LIABILITIES> 9,731,062
<BONDS> 4,524,656
0
0
<COMMON> 12,944
<OTHER-SE> 6,406,248
<TOTAL-LIABILITY-AND-EQUITY> 18,713,283
<SALES> 417,091
<TOTAL-REVENUES> 4,320,727
<CGS> 397,561
<TOTAL-COSTS> 4,049,095
<OTHER-EXPENSES> 1,412,440
<LOSS-PROVISION> 187,325
<INTEREST-EXPENSE> 240,899
<INCOME-PRETAX> (1,653,339)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,653,339)
<DISCONTINUED> 1,177,077
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (476,262)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
