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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 March 31, 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 March 31,
2000 was 4,498,542 shares.
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PART I
INDEPENDENT ACCOUNTANTS' REPORT
COI SOLUTIONS, INC.
Condensed Statements of Operations
(Unaudited)
Three Months Ending March 31 2000 1999
--------- ----------
Revenue $ 180,000 $ 673,316
Expenses
Bad debts 6,702 -
Management fees 90,000 90,000
Professional fees 12,500 10,107
Consulting 41,898 696,747
Administrative 864 40,763
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$ 151,964 $ 837,617
========= ==========
Net earnings (loss) $ 28,036 $ (164,301)
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Net earnings (loss) per share (Note 1)
basic $ 0.01 $ (0.06)
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diluted 0.00 $ (0.03)
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Weighted average shares
basic 4,498,542 2,700,192
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diluted 7,222,464 4,705,192
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See accompanying notes to the condensed financial statements.
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COI Solutions, Inc.
Condensed Balance Sheets
(Unaudited) March 31 December 31
2000 1999
------------ ------------
Assets
Current
Cash $ 14,868 $ 765
Accounts receivable (net of allowance
for doubtful accounts of $1,856,702;
1999 - $1,850,000) 305,500 154,702
Loan receivable 242,500 242,500
------------ ------------
562,868 397,967
Investment 1 1
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$ 562,869 $ 397,968
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Liabilities
Current
Accounts payable and
accrued liabilities $ 510,630 $ 416,824
Due to directors 50,365 42,371
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560,995 459,195
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Shareholders' Deficiency
Capital stock 4,498 4,498
Additional paid in capital 6,256,349 6,221,284
Deficit (6,258,973) (6,287,009)
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1,874 (61,227)
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$ 562,869 $ 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)
Three Months Endings March 31 2000 1999
----------- ----------
Cash flows from (applied to)
Operating
Net earnings (loss) $ 28,036 $ (164,301)
Services for stock 35,065 470,717
Changes in
Accounts receivable (150,798) (365,326)
Accounts payable and
accrued liabilities 93,806 135,335
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6,109 76,425
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Financing
Bank indebtedness - (6,612)
Advance from (to) directors 7,994 (27,000)
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7,994 (33,612)
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Net increase in cash during the period 14,103 42,813
Cash, beginning of period 765 -
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Cash, end of period $ 14,868 $ 42,813
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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)
March 31, 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
$1,033,000 of net operating loss carryforwards of which $25,000 expires
in 2012 and $1,008,000 expires in 2019.
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 March 31, 2000, to purchase
2,723,922 shares of common stock (1999 - 2,005,000).
Basic weighted average shares outstanding for the period were 4,498,542
(1999 - 2,700,192). Diluted average shares outstanding for the period
were 7,222,464 (1999 - 4,705,192)
2. Concentrations
The company currently has one major customer with multiple contracts.
The contracts with The TeleMedica Group have a value in excess of
$500,000 commenced in October, 1999 and are due to expire in May 2000.
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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 telemedine 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 contract, 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 March 31, 2000
For the three months ended March 31, 2000 the Company reported net
earnings of $28,036 and $0.01 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 single contract 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 $60,000 per month for a total of
$180,000 for the period.
Financial Condition and Liquidity
At April 30, 2000, the Company had $14,868 of cash. The Company's
sources of cash are from its single in-force contract. Future funds
required to carry out management's plans are expected to be derived
from the continuation of its current contract, acquiring new consulting
contracts and future stock sales. There can be no assurances that the
Company will be successful in executing its plans.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material legal proceedings commenced or maintained
by, or against, the Company.
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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 March
31, 2000.
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 21st day of June, 2000.
COI SOLUTIONS, INC.
BY: /s/ Robert W. Wilder
Robert W. Wilder,
Chief Executive Officer and a
member of the Board of
Directors
