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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 ending June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-28015
COI SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-09884116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5300 West Sahara
Suite 101
Las Vegas, Nevada 89102
(Address of principal executive offices)
Registrant's telephone number including area code: (212) 953-0865
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common shares, $0.001 par value
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 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 [ ] No [ x ], not subject to filing until April 23, 2000
The number of common shares without par value outstanding on June 30,
2000 was 4,498,542 shares.
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PART I
INDEPENDENT ACCOUNTANTS' REPORT
COI Solutions, Inc.
Condensed Statements of Operations
(Unaudited)
Three Month Period Ended Six Month Period Ended
June 30 June 30
2000 1999 2000 1999
Revenue $ 404,032 $ 403,624 $ 584,032 $ 1,076,940
--------- ------------ --------- ------------
Expenses
Bad debts - - 6,702 -
Management fees 90,000 90,000 180,000 180,000
Professional fees 12,800 10,000 25,300 20,107
Consulting 150,000 3,899,066 191,898 4,595,813
Administrative 739 40,763 1,603 81,526
--------- ------------ --------- ------------
$ 253,539 $ 4,039,829 $ 405,503 $ 4,877,446
========= ============ ========= ============
Net earnings (loss) $ 150,493 $ (3,636,205) $ 178,529 $ (3,800,506)
========= ============ ========= ============
Net earnings (loss)
per share (Note) 1
basic $ 0.03 $ (1.00) $ 0.04 $ (1.14)
--------- ------------ --------- ------------
diluted $ 0.02 (0.69) 0.02 $ (0.71)
========= ============ ========= ============
Weighted average
shares basic 4,498,542 3,329,661 4,498,542 3,329,661
--------- ------------ --------- ------------
diluted 7,222,464 5,379,965 7,222,464 5,379,965
========= ============ ========= ============
See accompanying notes to the condensed financial statements.
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COI Solutions, Inc.
Condensed Balance Sheets
(Unaudited) June 30 December 31
2000 1999
ASSETS
Current
Cash $ 22,805 $ 765
Accounts receivable (net of
allowance for doubtful
accounts of $1,856,702;
1999 - $1,850,000) 638,356 154,702
Loan receivable 142,300 242,500
------------ ------------
803,461 397,967
Investment 1 1
------------ ------------
$ 803,462 $ 397,968
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LIABILITIES
Current
Accounts payable and
accrued liabilities $ 600,730 $ 416,824
Due to directors 50,365 42,371
------------ ------------
651,095 459,195
------------ ------------
SHAREHOLDERS' DEFICIENCY
Capital stock 4,498 4,498
Additional paid in capital 6,256,349 6,221,284
Deficit (6,108,480) (6,287,009)
------------ ------------
152,367 (61,227)
------------ ------------
$ 803,462 $ 397,968
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See accompanying notes to the condensed financial statements.
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COI Solutions, Inc.
Condensed Statements of Cash Flows
(Unaudited)
Six Months Ending June 30 2000 1999
Cash flows from (applied to)
Operating
Net earnings (loss) $ 178,529 $ (3,800,506)
Services for stock 35,065 3,912,826
Changes in
Accounts receivable (483,654) (641,449)
Loan receivable 100,200 -
Accounts payable and
accrued liabilities 183,906 13,163
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14,046 (628,286)
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Financing
Issue of common share - 610,138
Bank indebtedness - (6,612)
Advance from (to) directors 7,994 (27,000)
---------- ------------
7,994 (576,526)
---------- ------------
Net increase in cash during the period 22,040 60,560
Cash, beginning of period 765 -
---------- ------------
Cash, end of period $ 22,805 $ 60,560
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See accompanying notes to the condensed financial statements.
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COI Solutions, Inc.
Notes to the condensed Financial Statements
(Unaudited)
June 30, 2000
1. General
The unaudited condensed financial statements have been prepared on the
same basis as the audited financial statements and, in the opinion of
management, reflect all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation for each of the periods
presented. The results of operations for interim periods are not
necessarily indicative of results to be achieved for full fiscal years.
As contemplated by the Securities and Exchange Commission (SEC) under
Rule 10-01 of Regulation S-X, the accompanying financial statements and
related footnotes have been condensed and do not contain certain
information that will be included in the Company's annual financial
statements and footnotes thereto. For further information, refer to the
financial statements and related footnotes for the year ended December
31, 1999 included in the Company's Annual Report on Form 10-KSB.
Income taxes
Income taxes for the interim periods were computed using the effective
tax rate estimated to be applicable for the full fiscal year, which is
subject to ongoing review and evaluation by management. There are no
income taxes for the current year as the company has approximately
$888,400 of net operating loss carryforwards which expire in 2019.
Loss per share
The Company reports earnings per share in accordance with the
provisions of SFAS No. 128, Earnings Per Share. SFAS No. 128 requires
presentation of basic and diluted earnings per share in conjunction
with the disclosure of the methodology used in computing such earnings
per share. Basic earnings per share excludes dilution and is computed
by dividing income available to common shares by the weighted average
common shares outstanding during the period. Diluted earnings per
share takes into account the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and
converted into common stock.
There were stock options outstanding at June 30, 2000, to purchase
2,723,922 shares of common stock (1999 - 2,105,000).
Basic weighted average shares outstanding for the period were 4,498,542
(1999 - 3,329,661). Diluted average shares outstanding for the period
were 7,222,464 (1999 - 5,379,965)
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COI Solutions, Inc.
Notes to the condensed Financial Statements
(Unaudited)
June 30, 2000
2. Concentrations
The company currently has contracts with two customers. The initial
contracts with The TeleMedica Group was extended to December 31, 2000
at $60,000 per month. The contract with the other customer totals
$500,000 of which $225,000 has been included in revenue to date.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION.
OPERATION
General
These discussions contain forward-looking statements containing
words such as "will continue to be," "will be," "continue to,"
"anticipates that," "to be," or "can impact." Management cautions
that forward-looking statements are subject to risks and
uncertainties that could cause the Company's actual results to differ
materially from those projected in forward-looking statements.
Plan of Operation
During the next twelve months, we plan to continue to direct our
efforts in the global telemedicine marketplace.
We have inadequate cash to maintain operations during the next
twelve months. In order to meet our cash requirements we will have to
expand the existing two contracts, source new consulting contracts,
as well as continuing with raise additional capital through a stock
offerings. If the offering is unsuccessful, we may have to cease
operations, Other than the stock offering, we have no other plans to
raise additional capital. Further, we have not initiated any
negotiations for loans.
Three Months Ended June 30, 2000
For the three months ended June 30, 2000 the Company reported
net earnings of $150,493 and $0.03 per share. However, without
additional cash, the Company will not be able to sell great
quantities of its services. The professional services incurred were
for annual audit fees. The consulting expenses were for outsourced
services provided to the two contracts that the company is engaged
in. The management fees were for expenses for the management team
working on the current contract. Sales for the period were $404,032.
Financial Condition and Liquidity
At June 30, 2000, the Company had $22,805 of cash. The Company's
sources of cash are from its two in-force contracts. Future funds
required to carry out management's plans are expected to be derived
from the continuation of its current contracts, acquiring new
consulting contracts and future stock sales. There can be no
assurances that the Company will be successful in executing its
plans.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material legal proceedings commenced or maintained
by, or against, the Company.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
The Company has no debt securities outstanding.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted for a vote of the security holders
during the period covered by this report.
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
EXHIBIT INDEX
Exhibit
No. Description.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed for the period ended June
30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereto duly authorized.
Dated this 4th day of August, 2000.
COI SOLUTIONS, INC.
BY: /s/ Robert W. Wilder
Robert W. Wilder,
Chief Executive Officer and a
Member of the Board of Directors
