<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
/x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 333-72975
---------
Financial Intranet, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0357272
------ ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
116 Radio Circle, Mt. Kisco, New York 10549
- -------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: (914) 242-4848
--------------
410 Saw Mill River Road, Ardsley, New York 10502
- ------------------------------------------------
(Former address, if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes / / No / /
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of September 30, 1999: 23,624,292
Transitional Small Business Disclosure Format (Check one): Yes / / No /x/
<PAGE>
FINANCIAL INTRANET, INC.
(A Development Stage Company)
Form 10-QSB
Index
Part I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Balance Sheets at September 30, 1999 and December 31,
1998 P. 3
Condensed Statements of Operations - For the three and nine
months ended September 30, 1998 and September 30, 1999
and for the period December 17, 1996 (Inception) to
September 30, 1999 P. 4
Condensed Statements of Cash Flows - For the three and nine
months ended September 30, 1998 and September 30, 1999
(unaudited) and for the period December 17, 1996 (Inception)
to September 30, 1999 P. 5
Notes to Condensed Financial Statements P. 6
Item 2. Management's Discussion and Analysis or Plan of Operation P. 7
Part II - OTHER INFORMATION P. 11
Signatures P. 12
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
FINANCIAL INTRANET, INC.
(a Development Stage Company)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1999 1998
----------- -----------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 152,264 $ 149,225
Accounts receivable 38,962 44,070
Due from officers -- 5,074
Prepaid expenses 29,333 4,378
--------------------------
Total current assets 220,559 202,747
Property and equipment, net 765,163 961,195
Deferred offering costs 179,203 79,991
Deferred debt issuance costs 93,124 55,000
Capitalized software development costs, net 44,399 88,058
Other assets 37,231 26,157
--------------------------
Total assets $ 1,339,679 $ 1,413,148
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 441,215 $ 771,567
Note payable (Deficit) 120,000 --
Due to officers 48,593 98,618
--------------------------
Total current liabilities 609,808 870,185
Note payable 1,000,000 500,000
--------------------------
Total liabilities 1,609,808 1,370,185
--------------------------
Commitments and contingencies
Stockholders' Equity (Deficit):
Common stock, $.001 par value; 50,000,000 shares authorized,
20,561,048 and 23,624,292 shares issued and outstanding
December 31, 1998 and September 30, 1999, respectively 23,624 20,561
Additional paid-in capital 5,762,643 4,079,186
Accumulated deficit during the development stage (5,541,950) (2,993,906)
Less: Deferred compensation cost (514,446) (1,062,878)
--------------------------
Total stockholders' equity (deficit) (270,129) 42,963
--------------------------
Total liabilities and stockholders' equity $ 1,339,679 $ 1,413,148
==========================
</TABLE>
See Notes to Condensed Financial Statements.
3
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
FINANCIAL INTRANET, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period from
Three Months Ended Nine Months Ended December 17, 1996
September 30, September 30, (Inception) to
1999 1998 1999 1998 September 30, 1999
---- ---- ---- ---- ------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Revenue $ 24,600 $ 15,872 $ 36,878 $ 70,232 $ 126,047
------------------------------- ----------------------------- ------------
Operating costs and expenses:
Cost of revenue 37,518 21,502 72,488 68,554 235,521
Sales and marketing expenses 17,434 14,193 108,727 41,540 214,767
General and administrative expenses 153,126 119,940 645,676 563,977 2,392,159
Depreciation and amortization 69,331 29,102 204,798 34,792 334,211
Stock compensation expense 42,941 -- 310,313 27,408 1,221,393
-------------------------------- ----------------------------- ------------------
Total operating costs and expenses 320,350 184,737 1,342,002 736,271 4,398,051
-------------------------------- ----------------------------- ------------------
Loss from operations (295,750) (168,865) (1,305,124) (666,039) (4,272,004)
Other income (expense):
Interest income 940 1,979 3,306 3,733 9,921
Interest expense (9,960) (1,806) (1,246,226) (4,023) (1,255,129)
-------------------------------- ----------------------------- ------------------
Total other (expense) (9,020) 173 (1,242,920) (290) (1,245,208)
-------------------------------- ----------------------------- ------------------
Net loss ($ 304,770) ($ 168,692) ($ 2,548,044) ($ 666,329) ($ 5,517,212)
================================ ============================= ==================
Basic and diluted net loss per share ($ 0.01) ($ 0.01) ($ 0.11) ($ 0.04)
=============================== =============================
Number of shares used in calculating basic
and diluted net loss per share 23,069,900 17,415,372 23,069,900 17,415,372
=============================== =============================
</TABLE>
See Notes to Condensed Financial Statements.
4
<PAGE>
FINANCIAL INTRANET, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period from
Three Months Ended Nine Months Ended December 17, 1996
September 30, September 30, (Inception) to
1999 1998 1999 1998 September 30, 1999
---- ---- ---- ---- ------------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (304,770) $ (168,692) $(2,548,044) $ (666,329) $(5,517,212)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 69,331 29,102 204,798 34,792 334,211
Reserve for bad debts -- -- -- -- 41,200
Consulting services paid by issuance of common stock -- 10,000 10,000 90,626 269,676
Compensation expense resulting from stock
options granted 42,941 -- 310,313 27,408 1,221,393
Interest expense upon conversion of promissory notes -- -- 1,209,000 -- 1,209,000
Changes in operating assets and liabilities:
Accounts receivable (24,600) (7,395) 5,108 (34,464) (38,962)
Prepaid expenses 6,853 (8,988) (24,955) (6,771) (29,333)
Deferred offering costs (19,150) -- (99,212) -- (155,203)
Other assets -- (12,890) (11,074) (7,890) (37,231)
Accounts payable and accrued expenses (246,422) (576,149) (138,918) (6,369) 630,618
------------------------ -------------------------- -----------
Net cash used in operating activities (475,817) (735,012) (1,082,984) (568,997) (2,071,843)
------------------------ -------------------------- -----------
Cash flows from investing activities:
Notes receivable advances -- -- -- -- (41,200)
Loans advanced from officer -- 16,198 5,074 11,756 --
Purchase of property and equipment (1,692) 483,122 (28,301) (342,045) (1,097,141)
Capitalized software development costs (3,510) (14,910) (3,510) (31,910) (113,336)
------------------------ -------------------------- -----------
Net cash used in investing activities (5,202) 484,410 (26,737) (362,199) (1,251,677)
------------------------ -------------------------- -----------
Cash flows from financing activities:
Repayments of loan payable -- (47,250) -- (47,250) --
Proceeds from issuance of promissory notes 620,000 -- 1,220,000 1,000,000 2,720,000
Payment of financing fees (50,000) -- (114,000) (93,000) (340,523)
Proceeds from issuance of common stock -- -- -- 37,500 917,750
Collection of stock subscriptions receivable -- -- -- 70,000 70,000
Proceeds from issuance of warrants -- -- -- -- 1,046
Advances from officers 10,760 37,600 6,760 -- 105,378
Cash acquired at inception -- -- 102
------------------------ -------------------------- -----------
Net cash financing activities 580,760 (9,650) 1,112,760 967,250 3,473,753
------------------------ -------------------------- -----------
Net increase in cash and cash equivalents 99,741 (260,252) 3,039 36,054 150,233
Cash and cash equivalents--beginning 52,523 298,235 149,225 1,929 2,031
------------------------ -------------------------- -----------
Cash and cash equivalents--ending $ 152,264 $ 37,983 $ 152,264 $ 37,983 $ 152,264
======================== ========================== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 1,320 $ 4,167 $ 1,320 $ -- $ 8,112
======================== ========================== ===========
</TABLE>
See Notes to Condensed Financial Statements.
5
<PAGE>
FINANCIAL INTRANET, INC.
(a Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1--Basis of Interim Financial Statement Presentation
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. The results of operations for the interim
periods shown in this report are not necessarily indicative of expected
results for any future interim period or for the entire fiscal year.
Financial Intranet, Inc. (the "Company"), a development stage enterprise,
believes that the quarterly information presented includes all adjustments
(consisting only of normal, recurring adjustments) necessary for a fair
presentation in accordance with generally accepted accounting principles.
The accompany condensed financial statements should be read in conjunction
with the Company's Annual Report included in the Registration Statement of
Form SB-2 initially filed with the Securities and Exchange Commission on
February 26, 1999 and declared effective on October 8, 1999.
Note 2--Subsequent Events
On October 6, 1999, a holder of a $500,000 convertible note elected to
convert $50,000 of such note into shares of Common Stock of the Company.
On October 8, 1999, the Registration Statement filed by the Company with the
SEC was declared effective and a maximum offering of Company shares,
consisting of 10,909,091 shares of Common Stock at a price per share of
$0.275 commenced. Pursuant to this offering, to date 2,545,454 shares have
been sold for an aggregate amount of $700,000.
6
<PAGE>
PART I - FINANCIAL INFORMATION
Item 2. - Management's Discussion and Analysis or Plan of Operation
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN
THE FORM 10-QSB.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of operations
Revenue
The Company's principal source of revenue was from the resale of telephone and
data communications. Revenue for the nine months ended September 30, 1999 was
$36,878, as compared with $70,232 in the same period of the prior year, a
decline of 53%. The lower revenue was principally attributable to changing the
carriers who supply us with the telecommunication services we resell. The change
in carriers, and associated third party billing providers, from MCI/Worldcom to
Frontier caused delays in converting existing customers and in growing the
customer base, thereby severely impacting reported revenues. As a change in
carriers and billing providers is considered by the Company to be a material,
non-recurring event, it is not anticipated that such an event will likely
reoccur or, if so, will not have the adverse impact on the financial statements
as presently reflected.
Cost of revenue
The Company's cost of revenue consists primarily of telephone communications
lines and internet access costs required to support and deliver our
communications services. Cost of revenues for the nine months ended September
30, 1999 was $72,488 compared with $68,554 in the prior year, an increase of 6%.
We expect cost of revenues to increase in direct relationship to the future
revenues anticipated from increases in usage volume.
Sales and marketing expenses
Sales and marketing expenses consist primarily of promotional, advertising and
public relations costs in addition to costs to enhance and promote our web site.
Sales and marketing expenses increased 162% from $41,540 in 1998 to $108,727 in
1999. Web advertising and hosting costs, partially offset by lower commissions
paid to our sales force, primarily accounted for the increase. We expect sales
and marketing expenses to increase due to the anticipated expansion of the sales
force as well as the increased advertising and promotional activities.
7
<PAGE>
General and administrative expenses
General and administrative expenses increased 14% from $563,927 in 1998 to
$645,676 in 1999. Management expects general and administrative expenses to
increase in future periods to support the growth of the business.
Other financing-related expenses
Other financing-related expenses charged to operations consist of non-cash costs
of the issuance of common stock, warrants, stock options and debentures. These
expenses increased over tenfold from $27,408 in 1998 to $310,313 in 1999,
primarily as a result of several private placements of debentures.
Depreciation and amortization
Depreciation and amortization consists primarily of depreciation of computer
equipment and amortization of software development costs and debt issuance
costs. Software development costs of $47,169 and $5,690 were amortized in the
first nine months of 1999 and 1998, respectively. Depreciation expense was
$143,253 and $29,102 for the nine months ended September 30, 1999 and 1998,
respectively.
Other income and expense
Other income consists principally of interest from loans, notes receivable and
short-term investments. Interest and other income decreased 13% to $3,306 for
the nine months ended September 30, 1999 from $3,733 for the nine months ended
September 30, 1998. Interest expense consists of interest accrued on loans and
convertible notes payable. Interest expense increased from $4,023 for the nine
months ended September 30, 1998 to $1,246,226 for the nine months ended
September 30, 1999. The increase is primarily attributable to the favorable
conversion terms of convertible notes issued in February 1999.
8
<PAGE>
Liquidity and capital resources
Cash and cash equivalents were $152,264 and $149,225 at September 30, 1999 and
December 31, 1998, respectively.
The Company had negative working capital of $339,249 at September 30, 1999. Net
cash used in operating activities was $1,082,984 for the nine months ended
September 30, 1999. Cash used in operating activities was primarily attributable
to a net loss of $2,498,044. This was partially offset by non-cash items such as
interest expense of $1,209,000 due to favorable conversion terms, depreciation
and amortization of $204,798 and stock compensation costs of $310,313. Net cash
used in operating activities for the nine months ended September 30, 1998 was
$568,997, which was principally due to the net loss of $666,329.
Net cash used for investing activities of $26,737 for the nine months ended
September 30, 1999 was primarily attributable to capital expenditures. Net cash
used in investing activities of $362,199 for the nine months ended September 30,
1998 was principally due to capital equipment acquired.
Net cash provided by financing activities for the nine months ended September
30, 1999 was $1,112,760 and consisted of proceeds from the issuance of
convertible promissory notes, less related financing costs and repayments to an
officer. Net cash provided by financing activities for the nine months ended
September 30, 1998 was $967,250, and consisted primarily of proceeds from the
issuance of common stock, less related financing fees and repayments to an
officer.
The Company has satisfied its cash flow to date primarily through private
placements of common stock, warrants, debentures convertible into shares of
common stock and the issuance of common stock in lieu of payment for services.
Also, officers have loaned the Company funds as needed to provide working
capital.
On February 8, 1999, the Company issued a 7% convertible promissory note in the
principal amount of $600,000. The principal amount of $240,000 was converted to
common stock on March 10, 1999 and the balance of $360,000 was converted to
common stock on May 14, 1999. The Company also issued warrants to purchase
1,500,000 shares of common stock for $0.40 per share. We anticipate using the
proceeds from the additional promissory note for working capital.
On July 18, 1999, we issued an 8% convertible promissory note in the principal
amount of $500,000 to one accredited investor with a maturity date of October
18, 1999. In conjunction with the issuance of the note, the Company issued
warrants to purchase 200,000 shares of common stock for $0.50 per share, which
warrants are exercisable only if we repay the note in cash. We have used the
proceeds of the promissory note for general working capital and repayment of
past due accounts payable. We expect that our obligation under this convertible
promissory note will be satisfied by conversion into common stock. On October 6,
1999, the holder of such note did, in effect, elect to convert $50,000 of that
note into common stock of the Company.
On September 27, 1999, we issued an 8% promissory note in the principal amount
of $120,000 with a maturity date of December 26, 1999. We used the proceeds of
the note for general working capital and repayment of past due accounts payable.
On October 8, 1999, the Company's SB-2
9
<PAGE>
Registration Statement was declared effective by the SEC and the Company
commenced offering 10,909,091 shares of Common Stock at the price per share of
$0.275. Pursuant to this offering, to date 2,545,454 shares have been sold for
an aggregate amount of $700,000. The September 27, 1999 note was repaid from
the proceeds of this offering
We believe that the $700,000 proceeds received to date from the offering under
the SB-2, cash on hand and anticipated revenues will be sufficient to meet
anticipated short term cash requirements through the end of the fourth quarter.
We do not expect to generate positive cash flow from operations until at least
the second half of the year 2000, and unless we generate significant revenue or
obtain financing in the near future, our operations in the development stage
raise substantial doubt about our ability to continue as a going concern. As
such, a primary focus of management's attention over the short-term period will
be to address these cash flow concerns.
From time to time, officers have loaned the Company funds as needed to provide
working capital. The Company issued three outstanding notes in favor of Ben B.
Stein, a shareholder, consultant and former officer and director. The original
principal amount of the notes was $60,889. Mr. Stein agreed on March 3, 1999 to
apply the outstanding principal amount of the notes and all accrued interest to
the exercise of options in lieu of a cash payment by the Company. In September
1999, we issued a promissory note to Mr. Stein in the principal amount of
$10,000 (plus accrued interest) due on demand. We have an outstanding note
payable in favor of Michael Sheppard for $36,115 (plus accrued interest) due on
demand. The promissory notes bear interest at 8% a year.
Year 2000 compliance
The year 2000 compliance issue is the result of a widespread programming
technique that causes computer systems to identify a date based on the last two
numbers of a year, with the assumption that the first two numbers of the year
are "19." As a result, the year 2000 would be stored as "00," causing computers
to incorrectly interpret the year as 1900. Left uncorrected, the year 2000
problem may cause information technology systems (e.g. computer databases) and
non- information systems (e.g. elevators) to produce incorrect data or cease
operating completely.
We have received confirmation from Siemens, which installed and manages our
hardware and software systems, that they are year 2000 compliant. The Company
uses recent releases of software applications and operational programs that are
certified by the manufacturers to be year 2000 compliant. We have not incurred
material costs to become year 2000 compliant. We have contingency plans to deal
with unanticipated year 2000 problems, including backing up our database and
financial and accounting records.
Our telecommunications providers have advised us, as have the providers of
information services on our website and other significant vendors, that they are
year 2000 compliant and that they have contingency plans in place. At this time,
we fully expect to be year 2000 compliant and believe that our providers and
significant vendors have taken, or are taking, the steps necessary to be in
10
<PAGE>
compliance by the year 2000. We believe we can quickly switch to other vendors
from any that are not year 2000 compliant and that we will not incur prolonged
disruption to our business. We believe that we could locate new vendors on the
same terms as our current vendors if our current vendors are not Year 2000
compliant. Nevertheless, uncertainties remain about the affect on us of third
parties who are not year 2000 compliant. The business of the Company could be
adversely affected should we or other entities with whom we do business be
unsuccessful in completing critical modifications in a timely manner.
Forward-looking statements in this report may prove to be materially inaccurate.
In addition to historical information, this report contains forward-looking
information that involves risks and uncertainties. The words "may", "will",
"expect", "anticipate", "continue", "estimate", "project", "intend" and similar
expressions are intended to identify forward-looking statements. Actual results
may differ materially from those included within the forward-looking statements
as a result of factors, including the risks described above and factors
described elsewhere in this report.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Not applicable.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Financial Intranet, Inc.
---------------------------------
(Registrant)
Date November 12, 1999 /s/ Michael Sheppard
------------------------------ ---------------------------------
Michael Sheppard
President
Date November 12, 1999 /s/ Corey Rinker
------------------------------ ---------------------------------
Corey Rinker
Vice President
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 152,264
<SECURITIES> 0
<RECEIVABLES> 38,962
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 220,559
<PP&E> 1,016,061
<DEPRECIATION> 250,898
<TOTAL-ASSETS> 1,339,679
<CURRENT-LIABILITIES> 609,808
<BONDS> 1,000,000
0
0
<COMMON> 23,624
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,339,679
<SALES> 36,878
<TOTAL-REVENUES> 36,878
<CGS> 72,488
<TOTAL-COSTS> 72,488
<OTHER-EXPENSES> 1,269,514
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,246,226
<INCOME-PRETAX> (2,548,044)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,548,044)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,548,044)
<EPS-BASIC> (.11)
<EPS-DILUTED> (.11)
</TABLE>
