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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ________________.
Commission File Number 0-25433
G.P. PROPERTIES, Inc.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0377059
- -------------------------------------- ----------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2155 Newcastle Avenue, Cardiff, California 92007
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(760) 943-7829
---------------------------
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
- -------------------------------------- ----------------------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of class)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No_____
-----
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K contained in this form, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [__]
The issuer's revenue for the fiscal year ended June 30, 1999 was $0.
The market value of the voting stock held by non-affiliates of the issuer as of
October 12, 1999 was approximately $3,495,750.
The number of shares of the common stock outstanding as of October 12, 1999 was
9,910,000.
Documents incorporated by reference: None.
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Part I.
Item 1. Description of Business.
Business Development
G.P. Properties, Inc., a Nevada corporation ("the Company"), is engaged in
the business of developing and marketing software products designed to allow on-
line users to create their own websites. The Company was formed under the laws
of the State of Nevada in 1989 and from 1989 until August 1999 was engaged in
the business of developing residential financial analysis software for real
estate brokers. In August 1999, the Company completed a series of transactions
(referred to herein as the "Kwik Web Reorganization") by which the Company
discontinued all operations regarding the development of financial analysis
software and, at the same time, acquired all of the outstanding capital shares
of Kwik Web, Inc., a California corporation engaged in the business of
developing software applications for the creation of Internet websites.
The Kwik Web Reorganization. On August 26, 1999, the Company consummated a
---------------------------
series of transactions (referred to as the "Kwik Web Reorganization") undertaken
pursuant to a Securities Purchase Agreement and Plan of Reorganization dated
August 6, 1999 ("Reorganization Agreement") by and among the Company and the
shareholders of Kwik Web ("Kwik Web Shareholders"), pursuant to which the
Company issued 6,000,000 shares of its common stock in exchange for all of the
outstanding capital shares of Kwik Web.
In connection with the Kwik Web Reorganization, on July 7, 1999, the
Company's officers and directors agreed to cancel a total of 9,000,000 shares of
common stock that had been issued to them on November 8, 1995. On July 8, 1999,
the board of directors of the Company, per the authority granted to them by the
Company's shareholders on August 31, 1996, authorized a two-for-one forward
split of the Company's outstanding common stock, resulting in a total of
3,510,000 shares of common stock issued and outstanding prior to the Kwik Web
Reorganization. All share amounts contained in this annual report have been
adjusted to reflect this two-for-one forward split.
Since the Kwik Web shareholders owned approximately 65% of the outstanding
shares of the common stock of the Company after giving effect to the Kwik Web
Reorganization, Kwik Web was deemed the accounting acquiror and the Company's
acquisition of Kwik Web has been accounted for as a reverse merger under the
purchase method. Accordingly, from an accounting standpoint, the equity of Kwik
Web is carried forward as the equity of the combined entity. There has been no
step up in the Company's accounting bases and, as a result, Kwik Web is assumed
to have acquired the Company at the Company's book value of $0, after giving
effect to the consummation of the Kwik Web Reorganization. This adjustment
reflects the adjustment of the Company's equity and accumulated deficit.
Unless the context otherwise requires, the term "the Company" also includes
its wholly-owned subsidiary, Kwik Web, Inc., a California corporation. The
Company's executive offices are located at 2155 Newcastle Avenue, Cardiff,
California 92007; telephone (760) 943-7829.
Business of the Company
Overview
- --------
The Company is engaged in the business of designing and marketing its
proprietary software products that allow on-line users to create websites using
their own browsers. The Company's proprietary software products, the KwikWeb
Instant Website Builder and the KwikWeb Instant StoreFront Builder, are designed
to enable users to design their own websites and on-line web stores using the
Company's library of templates. These software products are designed to give
users full control over the most important design features of their websites
including text (font, size, color), images, links and pages. The software also
includes administrative tools that allow users to track the number of visitors
to their sites and to edit their sites from any computer with access to the
Internet. The Company's software products are designed to reduce the amount of
time and skill required to build commercial websites.
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The Company licenses its software on a non-exclusive basis to strategic
partners such as Internet service providers, Internet content providers and
other on-line portals and communities looking to offer website building services
to their members. In connection with these licenses, the Company receives an
initial licensing fee from its strategic partners for use of the Company's
software applications as well as fees based upon the number of websites created
using the Company's software applications. Users can add additional features to
their websites such as e-mail to fax capabilities, credit card processing and
gift services, for an additional fees. The Company also offers its website
building software through its own website located at www.kwikweb.com, where
customers can create their own websites to be hosted on the Company's servers
for a monthly hosting fee.
The Company believes that its software applications are unique in that they
offer advanced on-line website building tools and administrative features
coupled with a co-branded marketing program which allows on-line portals and
communities to offer website building services under their own logos and
trademarks. The Company's goal is to is to position itself as a leading
provider of private labeled and co-labeled website building services. The
Company hopes to achieve its goal by positioning its website building
applications on major Internet portals and emerging specialized on-line
communities.
Industry Background
- -------------------
The Internet
The Internet has rapidly become a significant global medium for
communications, entertainment, news, information and commerce. Commercialization
of the Internet began in the mid-1980s, with e-mail providing the primary means
of communication. However, it was the Internet's World Wide web, which provided
a means to link text and pictures, that led to the blossoming of e-commerce and
sparked the explosive growth of the Internet in the 1990s. Today, millions of
people around the world have the capability to send and receive information, and
purchase products and services, through the Internet.
With the number of users growing monthly at an estimated rate of 10%, or
one million users, the Internet is the fastest growing global telecommunications
network in the world. Large and small companies are embracing the Internet as a
fundamental communication tool used to conduct daily business. By the year 2000,
a projected 60% of large companies and 30% of midsize companies around the world
will use the Internet or its equivalent for marketing and business purposes. In
addition, the last two years has seen an explosion in e-commerce as companies
continue to use the Internet to offer their products and services directly to
consumers worldwide. This explosive growth in e-commerce is expected to
continue. Jupiter Communications, an independent Internet market research
organization, estimates that the number of people shopping on the Internet will
increase from 10.1 million in 1997 to 58.4 million in 2002. Jupiter also
estimates that these shoppers will increase their spending on products and
services offered on the Internet from $3 billion in 1997 to $41 billion in 2002.
According to a study released by the Marketing Corporation of America,
approximately $8.2 billion was spent on-line during the 1998 holiday season.
The Company believes that the volume of on-line sales of consumer products and
services will grow quickly as the Internet continues to develop as a
distribution channel.
Website Development.
The rapid growth of the Internet as a telecommunications network has in
turn fueled a tremendous demand for websites. Typically, the demand for
websites has been filled in one of three ways:
. Custom website development services. Large businesses that need complex
-----------------------------------
database driven websites often employ experts in the field of website
design to develop custom-made websites tailor made for that particular
business. The cost of these projects often makes them prohibitively
expensive for individuals and small business looking to develop and publish
their own websites.
. Software tools purchased and installed on the end users' computer.
-----------------------------------------------------------------
Examples of these products include FrontPage by Microsoft. These programs
allow individuals and small businesses a means of building their own
websites at lower cost than a custom service. The disadvantage of these
programs is that they
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require the user to learn a new program and to master the file transfer
techniques needed for successful uploading and maintenance of their
website.
. On-line self-publishing environments. These environments allow users to
-------------------------------------
create their own websites on-line, without the need to purchase outside
software programs. The advantages of these applications are that on-line
web tools do not require any software to install and are designed for
novice users. On-line applications also reduce overall costs by eliminating
the need to hire experts in website design or to purchase software
programs. Providers of these on-line applications include the Company,
Geocities and Tripod.
Products and Services
- ---------------------
The Company has developed a suite of proprietary software products that
allow individuals and businesses to create their own websites on-line using
their own browsers. The Company's core software products include the KwikWeb
Instant Website Builder for individuals and businesses seeking to develop their
own web presence, and the KwikWeb StoreFront Builder for companies that seek to
develop electronic commerce websites. Both of these products enable users to
develop their own websites from a library of pre-made templates and to edit
these sites from any computer with access to the Internet. Both products allow
website builders to include special features on their sites such as e-mail to
fax capabilities, unique domain names and submission of their websites to
Internet search engines. In addition, the Kwik Web StoreFront Builder allows
companies to create electronic commerce sites with such features as shopping
carts, order administration and credit card processing.
The Company believes that its approach to website design is unique in that
it offers inexpensive on-line website building tools that also contain
administrative tools that allow website developers to maintain complete control
over their websites. These administrative tools allow website builders to track
the number of hits to their websites, to place advertisements in their websites
and to edit the websites from any computer with Internet access.
The Company licenses its applications to Internet service providers,
telecommunications companies and other companies looking to offer website
building applications to visitors to their Internet portals and communities.
Pursuant to these co-branding relationships, the Company's partners can insert
logos, trademarks and other information that make the Company's applications
look like their own. These applications will indicate, however, that the
website building software is powered by the Company's products. In addition,
the Company retains ownership of all copyrights relating to the methods used and
the code contained in each of its software applications. The Company also offers
its website building tools directly to users through its website located at
www.kwikweb.com, however the Company expects to generate most of its revenues
from websites created through it co-branding relationships.
The Company generates revenues from syndication and licensing fees paid by
its co-branding and private label partners that host the Company's applications
on their own Internet servers. These fees include annual license fees, plus
monthly fees based on the number of websites created with the Company's
applications. In addition, the Company generates revenues from advertising on
its own site, which is expected to increase as the Company continues to attract
new customers and continues to add new websites to its on-line community.
The Company operates its website building applications through servers it
owns and maintains at Connectnet.com of San Diego. These computers are Windows
NT based machines using SQL database servers and utilizing MS II web serving
software. The Company also resides on servers located in Atlanta, Georgia at
the Interland.com central information hub. These servers owned by Interland.com
are dedicated to the Company with multi-level access and high traffic load
balancing.
Strategic Relationships
- -----------------------
The Company intends to market its website building applications by entering
into strategic relationship with Internet service providers ("ISP's"),
telecommunications companies, telephone directory publishers and other Internet
portals and on-line communities. Along these lines, the Company is negotiating
a co-branding agreement
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to provide on-line website building and e-commerce hosting for one of the
largest ISP's, as well as several Internet portals.
The Company has already entered into a co-branding agreement with WorldGate
Communications, an Internet cable television company. WorldGate offers cable
television users high speed access to the Internet on their own televisions
without the need for a computer. Pursuant to its agreement with WorldGate, the
Company acts as the default instant website builder for users of WorldGate's set
top boxes. Under this arrangement, WorldGate will offer website building
services to its clientele through WorldGate's Internet portal. The websites
created through this portal will be powered by the Company's software
applications and the Company shall receive from WorldGate a percentage of the
fees paid by their customers for website building services. By entering into
this relationship, the Company is able to take advantage of WorldGate's
marketing efforts and its broad customer base. WorldGate currently has 40,000
users and expects this number to grow to 1.5 users million by June 2000.
Sales and Marketing
- -------------------
The Company's target market includes corporations, associations, on-line
content distribution companies, and cable and telecommunications companies. The
Company's website builder is also available to small business users and
individuals although the Company does not expect these customers to account for
a significant portion of future revenues. The Company believes that the typical
customer of its products and services will be companies looking to establish a
network with sales reps in the field, on-line content resellers, associations
with large memberships that need an on-line community and on-line companies
looking to expand their services.
In addition, the Company believes that the Company's web building services
provide a natural value added extension for any ISP wishing to provide basic
services to its customers. The Company intends to promote and license its on-
line applications to ISP's who in turn will host the Company's applications on
their own servers. The Company also intends to market its applications to
current and planned on-line companies that seek to add value to their
communities by adding the Company's website building applications to their
websites. These communities include current and planned portal websites for
specific corporations, associations and non-profit organizations.
The Company's goal is to position itself as the leading provider of private
labeled and co-labeled website building services. The Company plans to conduct
a press tour and to attend industry trade shows and exhibitions both as an
exhibitor and as a presenter as a means of promoting its applications. The
Company also intends to conduct a program of partnership development with
companies in targeted industries.
Competition
- -----------
The Company competes with a number of companies in the website building
market including experts and consultants specializing in website design,
manufacturers of website building software products as well as other providers
of on-line self-publishing environments. Despite the advantages offered by its
products and services, however, the Company's ability to succeed will depend
upon a number of factors, including its ability to offer better strategic
concepts and technical solutions, competitive prices and customer support
response time. In addition, most of the Company's competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than the Company.
The Company's competitors may be able to devote greater resources to marketing
and promotional campaigns, adopt more aggressive pricing policies and devote
substantially more resources to product and systems development than the
Company. Increased competition may result in reduced gross margins, loss of
market share and a diminished brand franchise.
Patents and Trademarks
- ----------------------
The Company relies on a combination of copyright and trade secret laws, as
well as confidentiality agreements and technical measures to protect its
proprietary rights. Much of the Company's proprietary information may not be
patentable, and the Company does not currently possess any patents.
6
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Employees
- ---------
As of the date of this report, the Company had a total of 6 full-time
employees. None of the Company's employees are covered by an ongoing collective
bargaining agreement with the Company and the Company believes that its
relationship with its employees is good.
Item 2. Properties
The Company's executive offices consist of approximately 1,500 square
feet located at 2155 Newcastle Avenue, Cardiff, California 92007 which the
Company rents pursuant to a three-year lease for the monthly rent of $800. The
Company's lease expires in February 2002.
Item 3. Litigation.
There are no pending legal proceedings to which the Company or any of
its officers and directors is a party or to which the Company is subject.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to the security holders of the Company
during the fourth quarter of fiscal year 1999.
Part II
Item 5. Market for Common Equity and Related Shareholder Matters.
Market for Common Stock. The Company's common stock has traded on the
OTC Bulletin Board under the symbol "GPPY" since August 23, 1999. From August
23, 1999 through October 12, 1999, the high and low last sale prices were $2.00
and $1.635, respectively. The high and low last sale information stated above
reflects inter-dealer prices, without retail mark-up, mark-down or commission
and may not reflect actual prices. The Company considers its common stock to be
thinly traded and that any reported bid or sale prices may not be a true market-
based valuation of the Common Stock.
As of October 12, 1999, the Company had approximately 46 record
holders of its common stock.
Dividends. The Company has not paid any cash dividends since its
inception and does not contemplate paying dividends in the foreseeable future.
It is anticipated that earnings, if any, will be retained for the operation of
the Company's business.
Recent Sales of Unregistered Securities. The Company did not make any
sales of unregistered securities during the fiscal year ended June 30, 1999.
Item 6. Management's Discussion and Analysis or Plan of Operations.
The Company is engaged in the business of designing and marketing its
proprietary software products that allow on-line users to create websites using
their own browsers. The Company was formed in October 1997 and to date has
focused its efforts on the development of its software products. As of the
date of this report, the Company has conducted limited marketing of its software
products and, consequently, from the inception of operations in October 1997
through September 30, 1999, the Company generated only $41,141 of gross revenue
from sales of its products.
The Company has financed its activities to date from the sale of its
securities. In September 1999, the Company sold 400,000 shares of Common Stock,
at a price of $1.25 per share for the gross proceeds of $500,000 to
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one private investor. The Company intends to continue to fund its operations
from the sale of it securities until such time as it can operate on a profitable
basis.
As of September 30, 1999, the Company had working capital of $423,372 and
stockholders' equity of $442,221. The Company's plan of operations over the
next 12 months includes establishing strategic partnerships with Internet
service providers, telecommunications companies, content providers and other
Internet portals and communities that intend to offer website building services
to their members. See "Item 1. Description of Business - Business of the Issuer
- - Marketing." In addition to its working capital on hand as of the date of this
report, the Company believes that it will require, at least, an additional
$1,000,000 of capital over the next 12 months in order to fund the marketing of
its software products and to finance the continuing losses from operations as
the Company endeavors to build revenue and reach profitable operations. There
can be no assurance that the Company will be able to obtain sufficient
additional capital in order to fund the Company's working capital requirements
in a timely manner.
Year 2000 Issue
The Year 2000 issue is the result of computer programs, microprocessors,
and embedded date reliant systems using two digits rather than four to define
the applicable year. If such programs are not corrected, date data concerning
the Year 2000 could cause many systems to fail, lock up or generate erroneous
results. The Company considers a product to be "Year 2000 compliant" if the
product's performance and functionality are unaffected by processing of dates
prior to, during and after the Year 2000, but only if all products (for example
hardware, software and firmware) used with the product properly exchange
accurate date data with it.
The Company believes that its software products, internal systems,
equipment and processes are Year 2000 compliant. A formal budget has not been
established, and the cost to the Company of achieving Year 2000 compliance is
evolving; however, it is not currently expected to have a material effect on the
Company's financial condition or results of operations.
Nevertheless, the Company believes that it may be possible that litigation
may be brought against vendors, including the Company, of all component products
of systems that are unable to properly manage data related to the Year 2000.
The Company's agreements with customers and end users typically contain
provisions designed to limit the Company's liability for such claims. It is
possible, however, that these measures will not provide protection from
liability claims, as a result of existing or future federal, state or local laws
or ordinances or unfavorable judicial decisions. Any such claims, with or
without merit, could result in a material adverse effect on the Company's
business, financial condition and results of operations, customer satisfaction
issues and potential lawsuits.
Forward Looking Statements
This report contains forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks, uncertainties and assumptions, including, without limitation, the
Company's recent commencement of commercial operations and the risks and
uncertainties concerning the acceptance of its services and products by its
potential customers; the Company's present financial condition and the risks and
uncertainties concerning the availability of additional capital as and when
required; technological changes; increased competition; and general economic
conditions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, or projected. The Company cautions
potential investors not to place undue reliance on any such forward-looking
statements, all of which speak only as of the date made.
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Item 7. Financial Statements PAGE
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G. P. PROPERTIES, INC.
Independent Auditors' Report............................................... F-1
Balance Sheets as of June 30, 1999 and June 30, 1998....................... F-2
Statements of Operations for the fiscal years ended June 30, 1999 and
1998 and from inception (July 6, 1989) to June 30, 1999................... F-4
Statements of Changes in Stockholders' Equity for the fiscal years ended
June 30, 1999 and 1998.................................................... F-5
Statements of Cash Flows for the fiscal years ended June 30, 1999 and
1998 and from inception (July 6, 1989) to June 30, 1999................... F-6
Notes to Financial Statements.............................................. F-7
KWIK WEB, INC.
Report of Independent Certified Public Accountants......................... F-13
Balance Sheet as of December 31, 1998...................................... F-14
Statements of Operations for the years ended December 31, 1998 and 1997
and cumulative from inception (October 9, 1997) to December 31, 1998...... F-15
Statement of Shareholders' Equity from inception (October 9, 1997) to
December 31, 1998......................................................... F-16
Statements of Cash Flows for the years ended December 31, 1998 and 1997
and cumulative from inception (October 9, 1997) to December 31, 1998...... F-17
Notes to Financial Statements.............................................. F-18
Unaudited Balance Sheet as of September 30, 1999........................... F-22
Unaudited Statements of Operations for the nine months ended September 30,
1999, 1998 and cumulative from inception (October 9, 1997) to September
30, 1999.................................................................. F-23
Unaudited Statements of Cash Flows for the nine months ended September 30,
1999, 1998 and cumulative from inception (October 9, 1997) to September
30, 1999.................................................................. F-24
Note to Unaudited Financial Statements..................................... F-25
PRO FORMA FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Statements of Operations for the nine months
ended September 30, 1999 and the year ended December 31, 1998............. F-26
Note to Unaudited Pro Forma Condensed Statements of Operations............. F-27
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INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors August 23, 1999
G.P. Properties, Inc.
San Diego, California
I have audited the accompanying Balance Sheets of G.P. Properties, Inc. (A
Development Stage Company), as of June 30, 1999 and June 30, 1998, and the
related statements of operations, stockholders' equity flows for the two years
ended June 30, 1999 and June 30, 1998, and the period July 6, 1989 (inception),
to June 30, 1999. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of G.P. Properties, Inc. (A
Development Stage Company), as of June 30, 1999, and June 30, 1998, and the
results of its operations and cash flows for the two years ended June 30, 1999,
and June 30, 1998, and the period July 6, 1989 (inception), to June 30, 1999, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
___________________________
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
F-1
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G.P. Properties, Inc.
(A Development Stage Company)
BALANCE SHEET
-------------
ASSETS
------
June June
30, 1999 30, 1998
-------- --------
CURRENT ASSETS
CASH $ 72 $ 3,900
-------- --------
TOTAL CURRENT ASSETS $ 72 $ 3,900
-------- --------
OTHER ASSETS $ 0 $ 0
-------- --------
TOTAL OTHER ASSETS $ 0 $ 0
-------- --------
TOTAL ASSETS $ 72 $ 3,900
-------- --------
The accompanying notes are an integral part of these financial statements
F-2
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G.P. Properties, Inc.
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
June June
30, 1999 30, 1998
------- ---------
CURRENT LIABILITIES $ 0 $ 0
------- ---------
TOTAL CURRENT LIABILITIES $ 0 $ 0
------- ---------
STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par value $0.001
Authorized 1,000,000 shares
Issued and outstanding at
Common stock
Par value $0.001
Authorized 25,000,000 shares
Issued and outstanding at
June 30, 1998 -
10,755,000 shares $ 10,755
June 30, 1999 -
10,755,000 shares $10,755
Additional Paid-In Capital -6,555 -6,555
Deficit accumulated during
Development stage -4,128 -300
------- ---------
TOTAL STOCKHOLDERS' EQUITY $ 72 $ 3,900
------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 72 $ 3,900
------- ---------
The accompanying notes are an integral part of these financial statements
F-3
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G.P. Properties, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
Year Year July 6,1989
Ended Ended (Inception)
June 30, June 30, to June 30,
1999 1998 1999
-------- -------- ----------
INCOME
Revenue $ 0 $ 0 $ 0
---------- ---------- ----------
EXPENSES
General, Selling and
Administrative $ 3,828 $ 0 $ 4,128
---------- ---------- ----------
TOTAL EXPENSES $ 3,828 $ 0 $ 4,128
---------- ---------- ----------
NET PROFIT/LOSS (-) $ -3,828 $ 0 $ -4,128
---------- ---------- ----------
Net Profit/Loss(-)
per weighted share
(Note #2) $ -.0004 $ NIL $ -.0004
---------- ---------- ----------
Weighted average
Number of common
shares outstanding 10,755,000 10,755,000 10,755,000
---------- ---------- ----------
The accompanying notes are an integral part of these financial statements
F-4
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G.P. Properties, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
---------- ----------- ------- --------
Balance,
June 30, 1997 239,000 $ 239 $ 3,961 $ -300
February 15, 1998
Forward Stock Split
45:1 10,516,000 +10,516 -10,516
Net Loss Year Ended
June 30, 1998 0
---------- ----------- ------- --------
Balance,
June 30, 1998 10,755,000 $ 10,755 $-6,555 $ -300
Net Loss Year Ended
June 30, 1999 -3,828
---------- ----------- ------- --------
Balance,
June 30, 1999 10,755,000 $ 10,755 $-6,555 $ -4,128
---------- ----------- ------- --------
The accompanying notes are an integral part of these financial statements
F-5
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G.P. Properties, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
Year Year July 6,1989
Ended Ended (Inception)
June 30, June 30, to June 30,
1999 1998 1999
-------- -------- ------------
Cash Flows from
Operating Activities
Net Loss $-3,828 $ 0 $ $ $-4,128
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities:
Issue Common Stock
For Services 0 0 +200
Changes in assets and
Liabilities: 0 0 0
------- ------ -----------
Net cash used in
Operating activities $-3,828 $ 0 $ -3,928
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 +4,000
------- ------ -----------
Net Increase (decrease) $-3,828 $ 0 $ +72
Cash,
Beginning of period 3,900 3,900 0
------- ------ -----------
Cash, End of Period $ 72 $3,900 $ 72
------- ------ -----------
The accompanying notes are an integral part of these financial statements
F-6
<PAGE>
G.P. Properties, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 30, 1999 and June 30, 1998,
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 6, 1989, under the laws of the State of
Nevada as G.P. Properties, Inc. The Company currently has no operations and
in accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
-----------------
The Company records income and expenses on the accrual method.
Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
Cash and equivalents
--------------------
The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments
with the maturity of three months or less are considered to be cash
equivalents. There are no cash equivalents as of June 30, 1999.
F-7
<PAGE>
G.P. Properties, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
June 30, 1999 and June 30, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
------------
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial Accounting Standards No. 109
(SFAS #109) "Accounting for Income Taxes". A deferred tax asset or
liability is recorded for all temporary difference between financial
and tax reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Loss Per Share
--------------
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses available
to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted loss per share reflects per
share amounts that would have resulted if dilative common stock
equivalents had been converted to common stock. As of June 30, 1999,
the Company had no dilative common stock equivalents such as stock
options.
Year End
--------
The Company has selected June 30th as its fiscal year-end.
Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
-----------------------------------------------------------------------
The company's accounting policy for issuing shares in a non-cash
transaction is to issue the equivalent amount of stock equal to the
fair market value of the assets or services received.
F-8
<PAGE>
G.P. Properties, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
June 30, 1999 and June 30, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
--------------------
Computer programs that have time sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruption of
normal business activities.
The company's potential software suppliers have verified that they
will provide only certified "Year 2000" compatible software for all of
the company's computing requirements. Because the company's products
and services are sold to the general public with no major customers,
the company believes that the "Year 2000" issue will not pose
significant operational problems and will not materially affect future
financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30, 1999,
due to the net loss and no state income tax in Nevada, the state of the
Company's domicile and operations. The Company's total deferred tax asset
as of June 30, 1999 is as follows:
Net operation loss carry forward $4,128
Valuation allowance $4,128
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in various amounts
from 2017 to 2019.
F-9
<PAGE>
G.P. Properties, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
June 30, 1999 and June 30, 1998
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
------------
The authorized common stock of the corporation consists of 25,000,000
shares with a par value $.001 per share.
Preferred Stock
---------------
G.P. Properties, Inc. has no preferred stock.
On June 28, 1990, the Company issued 100,000 shares of its $0.001 par value
common stock for cash of $100.00 to a director.
On November 8, 1995, the Company cancelled the stock that was issued on
June 28, 1990, and issued a new 200,000 shares of its $.001 par value
common stock for services of $200.00 to a director.
On November 25, 1995, the Company issued 39,000 shares of its $.001 par
value common stock for cash of $3,900.00 to a director.
On October 22, 1997, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from
1,000,000 common shares to 25,000,000 common shares. The par value
remained unchanged at $0.001.
On February 5, 1998, the Company approved a forward stock split on the
basis of 45:1, thus increasing the outstanding common stock from 239,000
shares to 10,755,000 shares.
F-10
<PAGE>
G.P. Properties, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
June 30, 1999 and June 30, 1998
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern. The stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not
been reflected therein. The officers and directors of the Company are
involved in other business activities and may in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
F-11
<PAGE>
G.P. Properties, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
June 30, 1999 and June 30, 1998
NOTE 8 - SUBSEQUENT EVENTS
Effective July 7, 1999, as an effort to further the Company's business
plan, the Company's officers and directors agreed to cancel a total of
9,000,000 shares of common stock that had been issued to them on November
8, 1995.
On July 8, 1999, the board of directors of the Company, per the authority
granted to them by the Company's shareholders on August 31, 1996,
authorized a two-for-one forward split of the Company's outstanding common
stock, resulting in a total of 3,510,000 shares of common stock issued and
outstanding.
On August 6, 1999, the Company entered into a Securities Purchase Agreement
and Plan of Reorganization ("Reorganization Agreement") with Kwik Web,
Inc., a California corporation ("Kwik Web"), a corporation engaged in the
business of developing and marketing internet website building software and
services. Pursuant to the terms of the Reorganization Agreement, the
Company issued 6,000,000 shares of the Company's $.001 par value common
stock ("Common Stock"), representing approximately 65% of the issued and
outstanding shares of Common Stock, in exchange for the Kwik Web
shareholders' transfer of all of the issued and outstanding capital shares
of Kwik Web to the Company. As a result of the Reorganization, the
shareholders of Kwik Web became the controlling shareholders of the Company
and Kwik Web became a wholly-owned subsidiary of the Company.
F-12
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
The Board of Directors and Shareholders
Kwik Web, Inc.
We have audited the accompanying balance sheet of Kwik Web, Inc. (a development
stage company) (the "Company") as of December 31, 1998, and the related
statements of operations, shareholders' equity and cash flows for the year ended
December 31, 1998, for the period from inception (October 9, 1997) to December
31, 1997 and the period from inception (October 9, 1997) to December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes, on a test basis, examination of evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kwik Web, Inc. as of December
31, 1998, and the results of its operations and its cash flows for the year
ended December 31, 1998, for the period from inception (October 9, 1997) to
December 31, 1997 and the period from inception (October 9, 1997) to December
31, 1998 in conformity with generally accepted accounting principles.
CACCIAMATTA ACCOUNTANCY CORPORATION
Irvine, California
October 1, 1999
F-13
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
December 31, 1998
----------------------
<S> <C>
ASSETS
Current assets:
Cash $ 24,286
Due from shareholder 1,619
Prepaid franchise tax 800
----------------------
Total current assets 26,704
Equipment, net of accumulated depreciation of $1,241 12,212
----------------------
$ 38,917
======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,137
Deferred revenue 25,000
----------------------
Total current liabilities 34,137
Commitments and contingencies -
Shareholders' equity:
Common stock, $.01 par value, 2,000 shares authorized,
100 shares issued and outstanding 1
Additional paid-in capital 182,031
Common stock subscriptions receivable (77,600)
Deficit accumulated during the development stage (99,652)
----------------------
Total shareholders' equity 4,780
----------------------
$ 38,917
======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-14
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Cumulative from
Inception Inception
Year ended (October 9, 1997) to (October 9, 1997) to
December 31, 1998 December 31, 1997 December 31, 1998
-------------------- ---------------------- --------------------
<S> <C> <C> <C>
Revenue $ 1,040 $ 750 $ 1,790
-------------------- ---------------------- --------------------
Expenses:
Research and development 74,705 12,940 87,644
General and administrative 12,143 1,655 13,798
-------------------- ---------------------- --------------------
Total Expenses 86,847 14,595 101,442
-------------------- ---------------------- --------------------
Net loss $ (85,807) $ (13,845) $ (99,652)
==================== ====================== ====================
Basic and diluted net loss per share $ (916.50) $ (166.80)
==================== ======================
Basic and diluted weighted average number
of common shares outstanding 94 83
==================== ======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-15
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Statement of Shareholders' Equity
From inception (October 9, 1997) to December 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional Common Stock During the Total
------------------------
Number Paid-in Subscriptions Development Shareholders'
of Shares Amount Capital Receivable Stage Equity
----------- -------- ------------ --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Initial capitalization 58 $1 $ - $ - $ - $ 1
Issuance of common stock 25 - 44,999 (24,000) - 20,999
Contributed capital - salary - - 5,035 - - 5,035
Net loss for 1997 - - - - (13,845) (13,845)
----------- -------- ------------ --------------- -------------- ---------------
Balance, December 31, 1997 83 1 50,034 (24,000) (13,845) 12,190
Issuance of common stock 17 - 75,000 (75,000) - -
Payment of subscriptions
receivable - - - 21,400 - 21,400
Contributed capital - salary - - 56,997 - - 56,997
Net loss for 1998 - - - - (85,807) (85,807)
----------- -------- ------------ --------------- -------------- ---------------
Balance, December 31, 1998 100 $1 $182,031 $(77,600) $(99,652) $ 4,780
=========== ======== ============ =============== ============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-16
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
Cumulative
Inception from inception
Year ended (October 9, 1997) to (October 9, 1997) to
December 31, 1998 December 31, 1997 December 31, 1998
----------------- --------------------- ---------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(85,807) $ (13,845) $(99,652)
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation 1,188 53 1,241
Compensation expense contributed to capital 56,997 5,035 62,032
Increase in prepaid franchise tax (800) - (800)
(Increase) decrease in due from shareholder (1,833) 215 (1,618)
(Increase) decrease in deposits 1,500 (1,500) -
Increase in accounts payable 9,136 - 9,136
Increase in deferred revenue 25,000 - 25,000
---------- -------- -------
Net cash provided by operating activities 5,381 (10,042) (4,660)
---------- -------- -------
Cash flows from investing activities:
Purchases of equipment (11,275) (2,179) (13,453)
---------- -------- -------
Net cash used by investing activities (11,275) (2,179) (13,453)
---------- -------- -------
Cash flows from financing activities:
Payment on subscription receivable 21,400 - 21,400
Issuance of common stock - 21,000 21,000
---------- -------- -------
Net cash provided by financing activities 21,400 21,000 42,400
---------- -------- -------
Net increase in cash 15,507 8,779 24,286
Cash, beginning of period 8,779 - -
---------- -------- -------
Cash, end of period $ 24,286 $ 8,779 $ 24,286
========== ========= ========
Non-cash investing and financing activities:
Issuance of common stock for
subscriptions receivable $ 75,000 $ 24,000 $ 99,000
========== ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-17
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
1. Organization and summary of significant accounting policies
- --------------------------------------------------------------
Organization
------------
Kwik Web, Inc., a California Corporation (the "Company"), was formed on
October 9, 1997 to develop technology specifically suited for online internet
website building. The Company's initial products "Kwik Web Instant Website
Builder" and "Kwik Web StoreFront Builder" are targeted at companies that
desire to add website building to their internet presences.
Cash and equivalents
--------------------
The Company considers all liquid investments with the maturity of three
months or less from the date of purchase that are readily convertible into
cash to be cash equivalents.
Equipment
---------
Depreciation expense is provided over the estimated useful life of 5 years
using the straight-line method.
Use of estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Income taxes
------------
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred taxes.
Income taxes are accounted for under the liability method in accordance with
SFAS 109.
Revenue recognition
-------------------
Revenue is recognized when the product is delivered for use by the customer.
F-18
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
1. Organization and summary of significant accounting policies (continued)
- --------------------------------------------------------------------------
Research and development costs
------------------------------
Costs and expenses that can be clearly identified as research and development
are charged to expense as incurred in accordance with SFAS 2 "Accounting for
Research and Development Costs".
Basic and diluted net loss per share
------------------------------------
Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards 128, Earnings Per Share ("SFAS 128"), which superseded
Accounting Principles Board Opinion 15 ("APB 15"). Net loss per share for all
periods presented has been restated to reflect the adoption of SFAS 128.
Basic net loss per share is based upon the weighted average number of common
shares outstanding. Diluted net loss per share is based on the assumption
that all dilutive convertible shares and stock options were converted or
exercised. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average
market price during the period.
2. Shareholders' equity
- -----------------------
Common stock
------------
In October 1997, the Company was initially capitalized by the issuance of 58
shares of common stock. Also in October 1997, the Company sold 25 shares of
common stock for $21,000 cash and a $24,000 subscription receivable. In May
1998, the Company sold 17 shares of common stock for a $75,000 subscription
receivable which was paid in January 1999.
F-19
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
3. Basic and diluted loss per share
- -----------------------------------
The following table illustrates the required disclosure of the reconciliation
of the numerators and denominators of the basic loss per share computations
(the Company has no potentially dilutive securities, options, warrants or
other rights outstanding).
<TABLE>
<CAPTION>
1998 1997
---------------- ----------------
<S> <C> <C>
Basic and diluted loss per share:
- ---------------------------------
Numerator
---------
Net loss $(85,807) $(13,845)
---------------- ----------------
Denominator
-----------
Basic and diluted weighted average number of
common shares outstanding during the period 94 83
---------------- ----------------
Basic and diluted earnings per share $(916.50) $(166.81)
================ ================
</TABLE>
4. Income taxes
- ---------------
The Company recognizes deferred tax assets and liabilities for temporary
differences between the financial reporting and tax bases of its assets and
liabilities. Deferred tax assets are reduced by a valuation allowance when
deemed appropriate.
At December 31, 1998, the Company has a net operating loss carryforward for
federal tax purposes of $2,359 which, if unused to offset future taxable
income, will expire in years beginning in 2013.
The Company had deferred tax assets of $9,792 at December 31, 1998 relating
to deferred revenue and its net operating loss. This deferred tax asset had a
valuation allowance applied to it in the same amount.
F-20
<PAGE>
KWIK WEB, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
5. Subsequent events
- --------------------
Merger agreement and issuance of common stock
---------------------------------------------
In August 1999, the Company and G.P. Properties, Inc. ("G.P. Properties")
agreed to merge under a Securities Purchase Agreement and Plan of
Reorganization whereby G.P. Properties issued 6,000,000 shares of common
stock in exchange for all of the outstanding common shares of the Company.
G.P. Properties, a Nevada corporation, formed July 6, 1989 to implement a
concept for financial analysis software for real estate brokers, retained its
3,510,000 shares of common stock, had no assets, liabilities or operations
and the principal of Kwik Web, Inc. assumed control of the merged entity.
Accordingly, Kwik Web, Inc. was deemed the accounting acquiror of
G.P. Properties in this reverse merger. Subsequent to the reverse merger,
G.P. Properties issued 400,000 shares of stock for $500,000.
Lease commitment
----------------
Subsequent to year-end the Company has entered into a lease for office space
at $800 per month. The lease has a three year term and expires in 2002.
Annual lease commitments are $8,800 for the year ending December 31, 1999,
$9,600 for each of the years ending December 31, 2000 and 2001, and $800 for
the year ending December 31, 2002.
Related party transactions
--------------------------
Subsequent to year-end the Company received two bridge loans, one from a
shareholder and the other from another related party, in the amounts of
$20,000 and $100,000, respectively. The $100,000 bridge loan was repaid in
full, including interest of $10,000 in September 1999.
F-21
<PAGE>
G.P. PROPERTIES, INC.
(A Development Stage Company)
Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
ASSETS September 30, 1999
------------------
<S> <C>
Current assets:
Cash $ 446,401
Other 3,137
----------
Total current assets 449,538
Equipment 18,849
----------
$ 468,387
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,166
Due to shareholder 20,000
----------
Total current liabilities 26,166
Commitments and contingencies -
Shareholders' equity:
Common stock 10
Additional paid-in capital 714,411
Common stock subscriptions receivable -
Deficit accumulated during the development stage (272,200)
----------
Total shareholders' equity 442,221
----------
$ 468,387
==========
</TABLE>
See Note A to financial statements.
F-22
<PAGE>
G.P. PROPERTIES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Cumulative from
Inception
Nine Months Ended (October 9, 1997) to
------------------------------------------
September 30, 1999 September 30, 1998 September 30, 1999
------------------ ------------------ --------------------
<S> <C> <C> <C>
Revenue $ 39,351 $ - $ 41,141
Expenses:
Research and development 79,651 52,026 167,295
General and administrative 132,249 7,282 146,046
------------------ ------------------ -----------------
Total Expenses 211,900 59,308 313,341
------------------ ------------------ -----------------
Net loss $ (172,549) $ (59,308) $ (272,200)
================== ================== =================
Basic and diluted net loss per share $ (0.03) $ (0.01)
================== =================
Basic and diluted weighted average number
of common shares outstanding (1) 6,375,248 5,640,000
================== =================
</TABLE>
(1) Basic and diluted weighted average number of common shares outstanding have
been retroactively restated to give effect to the reverse merger.
See Note A to financial statements.
F-23
<PAGE>
G.P. PROPERTIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Cumulative from
Inception
Nine Months Ended (October 9, 1997) to
--------------------------------------------
September 30, 1999 September 30, 1998 September 30, 1999
------------------- -------------------- ----------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (172,548) $ (59,308) $ (272,200)
Adjustments to reconcile net loss to net
used by operating activities:
Depreciation 2,108 1,501 3,349
Compensation expense contributed to capital 32,400 41,977 94,432
Increase in prepaid franchise tax - (800) (800)
(Increase) decrease in due from shareholder (18) (1,833) (1,636)
(Increase) decrease in deposits (700) - (700)
(Decrease) increase in accounts payable (2,983) 4,510 6,153
Increase in deferred revenue (25,000) - -
------------------- -------------------- ----------------------
Net cash provided by operating activities (166,741) (13,953) (171,402)
Cash flows from investing activities:
Purchases of equipment (8,744) (7,452) (22,197)
Advance from shareholder 20,000 - 20,000
Cash flows from financing activities:
Issuance of common stock 500,000 - 521,000
Payment of subscriptions receivable 77,600 21,400 99,000
------------------- -------------------- ----------------------
Net increase (decrease) in cash 422,115 (5) 446,401
Cash, beginning of period 24,286 8,797 -
------------------- -------------------- ----------------------
Cash, end of period $ 446,401 $ 8,792 $ 446,401
=================== ==================== ======================
Non-cash investing and financing activities:
Issuance of common stock for
subscriptions receivable $ - $ 75,000 $ 99,000
=================== ==================== ======================
</TABLE>
See Note A to financial statements.
F-24
<PAGE>
G.P. PROPERTIES, INC.
(A Development Stage Company)
Note A to Financial Statements
(Unaudited)
A. Merger Agreement
- ---------------------
In August 1999, G.P. Properties, Inc. and Kwik Web, Inc. agreed to merge under a
Securities Purchase Agreement and Plan of Reorganization whereby G.P.
Properties, Inc. issued 6,000,000 shares of common stock in exchange for all of
the outstanding common shares of Kwik Web, Inc. G.P. Properties, Inc. retained
its 3,510,000 shares of common stock, had no assets, liabilities or operations
and the principal of Kwik Web, Inc. assumed control of the merged entity.
Accordingly, Kwik Web, Inc. was deemed the accounting acquirer of G.P.
Properties in this reverse merger. Subsequent to the reverse merger, G.P.
Properties, Inc. issued 400,000 shares of stock for $500,000.
F-25
<PAGE>
G.P. Properties, Inc.
(A Development Stage Company)
Pro Forma Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, 1999 December 31, 1998
------------------- -----------------
<S> <C> <C>
Revenue $ 39,351 $ 1,040
Expenses:
Research and development 79,651 74,705
General and administrative 135,120 12,477
-------------------- ------------------
Total Expenses 214,772 87,181
Net loss $ (175,421) $ (86,141)
==================== ==================
Basic and diluted net loss per share $ (0.02) $ (0.01)
==================== ==================
Basic and diluted weighted average number
of common shares outstanding 9,510,000 9,510,000
==================== ==================
</TABLE>
F-26
<PAGE>
G.P. Properties, Inc.
Pro Forma Financial Information
(Unaudited)
In August 1999, G.P. Properties, Inc. ("G.P. Properties") and Kwik Web, Inc.
("Kwik Web") agreed to merge under a Securities Purchase Agreement and Plan of
Reorganization ("the merger") whereby G.P. Properties issued 6,000,000 shares of
common stock in exchange for all of the outstanding common shares of Kwik Web.
G.P. Properties retained its 3,510,000 shares of common stock outstanding
prior to the merger.
The accompanying pro forma condensed statements of operations for the nine
months ended September 30, 1999 and the year ended December 31, 1998, assumes
the merger was consummated on January 1, 1998.
With respect to G.P. Properties, whose fiscal year ends on June 30, the nine
month period through September 30, 1999 includes nine/twelfths of the results of
operations for the year ended June 30, 1999 and the year ended December 31, 1998
includes half the results of the operations for the two years ended June 30,
1999. These computed results of operations were added to the actual results for
Kwik Web.
F-27
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
In August 1999 Barry L. Friedman, P.C. ("Friedman") and the Company agreed
that Friedman would no longer be retained as the Company's independent
accountants. Accordingly, the client-independent accountant relationship was
terminated. Friedman's report on the Company's financial statements for the
years ended June 30, 1999 and 1998 did not contain any adverse opinion or a
disclaimer of opinion, or was not qualified, but was modified as to the
Company's ability to continue as a going concern. During the Company's fiscal
years ended June 30, 1999 and 1998 there were no disagreements with Friedman on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Friedman, would have caused Friedman to make a reference
to the subject matter of the disagreement(s) in connection with its reports.
In August 1999 a new independent accounting firm, Cacciamatta Accountancy
Corporation, Irvine, California ("Cacciamatta"), was engaged as the Company's
independent accountants. During the Company's fiscal years ended June 30, 1999
and 1998, the Company did not consult Cacciamatta regarding (i) either the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements, or
(ii) any matter that was the subject of a disagreement or was a reportable
event.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The executive officers and directors of the Company, the positions held
by them and their ages as of October 12, 1999 are as follows:
Name Age Position
- ---------------------------- ---------- ----------------------------------
Richard Kaestner 46 President, Chief Executive Officer
and director.
Alex Tsakiris 41 Director
Mr. Kaestner has served as President, Chief Executive Officer and as a
director of the Company since August 1999. Mr. Kaestner founded Kwik Web in
1997 and has served as its President and Chief Executive Officer since its
inception. From 1995 to 1997, Mr. Kaestner served as President of Little Cliff
Design, a developer of interactive CD ROM and a builder of custom made websites.
Mr. Tsakiris has served as a director of the Company since August 1999.
Mr. Tsakiris has served as a consultant for Kwik Web since October 1997. In
1989, Mr. Tsakiris founded and served as President of Mind Path Technologies,
which he sold to Proxima Corporation in 1995. Since selling Mind Path, Mr.
Tsakiris has been involved with a number of companies as a private investor,
including SportsWare Technologies where he serves as a member of its board of
directors.
Each director holds office until his successor is elected and qualified or
until his earlier resignation in the manner provided in the Bylaws of the
Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the officers and directors of the Company and those persons who beneficially own
more than 10% of the outstanding shares of common stock of the Company to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% beneficial owners are also required by rules promulgated by the SEC to
furnish the Company with copies of all Section 16(a) forms they file.
10
<PAGE>
Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during the 1999 fiscal year all Section 16(a) filing
requirements applicable to the officers, directors and greater than 10%
beneficial owners of the Company were complied with.
Item 10. Executive Compensation And Other Information.
Cash Compensation of Executive Officers
The following table sets forth the compensation earned by the executive
officers of the Company for services rendered during the fiscal years ended June
30, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------------- -------------------------------------------------------
Common Shares
Other Restricted Underlying
Annual Stock Awards Options Granted All Other
Name and Position Year Salary Bonus Compensation ($) (# Shares) Compensation(1)
- ----------------- ---- ------ ----- ------------ ------------ --------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard Kaestner, 1999 60,000 -0- -0- -0- -0- -0-
President and CEO(1) 1998 60,000 -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0- -0-
Eileen Sturtevant, 1999 -0- -0- -0- -0- -0- -0-
President and CEO(2) 1998 -0- -0- -0- -0- -0- -0-
1997 -0- -0- -0- 100,000(3) -0- -0-
</TABLE>
___________________
(1) Mr. Kaestner served as President and Chief Executive Officer of Kwik Web
from its inception in October 1997 to its reorganization with the Company
in August 1999. Mr. Kaestner has served as the President and Chief
Executive Officer of the Company since its reorganization with Kwik Web in
August 1999.
(2) Ms. Sturtevant served as President and Chief Executive Officer of the
Company until her resignation in August 1999.
(3) In 1996, Ms. Sturtevant received 100,000 shares of Common Stock in exchange
for services rendered on behalf of the Company. In July 1999, Ms.
Sturtevant agreed to return these shares to the Company for cancellation.
Compensation of Directors
All directors receive reimbursement for out-of-pocket expenses in attending
board of directors meetings. From time to time, the Company may engage certain
members of the board of directors to perform services on its behalf. In such
cases, the Company compensates the members for their services at rates no more
favorable than could be obtained from unaffiliated parties.
Indemnification of Directors
As permitted by Section 78.751 of the Nevada General Corporation Law, the
Company's Certificate of Incorporation includes a provision that eliminates the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duty as directors. In addition, as permitted by
Section 78.751 of the
11
<PAGE>
Nevada General Corporation Law, the Company's Bylaws provide that it may, in its
discretion: (i) indemnify its directors, officers, employees and agents and
persons serving in such capacities in other business enterprises (including, for
example, its subsidiaries) at its request, to the fullest extent permitted by
Delaware law; and (ii) advance expenses, as incurred, to its directors and
officers in connection with defending a proceeding.
The Company's policy is to enter into indemnification agreements with each
of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 78.751 of the Nevada General Corporation Law
and the Bylaws as well as certain additional procedural protections.
12
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of the shares of common stock as of October 12, 1999 by (1) each
person known by the Company to be the beneficial owner of more than five percent
(5%) of the common stock, (2) each of the Company's directors and executive
officers and (3) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Name and Address Number Percent
- ----------------------------- ------------ ------------
<S> <C> <C>
Richard Kaestner(1) 3,480,000 35.1%
Alex Tsakiris(1) 2,520,000 24.5%
H. Page Howe(2) 1,579,500 15.9%
All officers and directors as a group 6,000,000 60.5%
</TABLE>
___________________
(1) Address is 2155 Newcastle Avenue, Cardiff, California 92007.
(2) Address is 2163 Newcastle, Suite 150, Cardiff, California 92007.
Item 12. Certain Relationships and Related Transactions
On August 26, 1999, the Company consummated a series of transactions
(referred to as the "Kwik Web Reorganization") undertaken pursuant to a
Securities Purchase Agreement and Plan of Reorganization dated August 6, 1999
("Reorganization Agreement") by and among the Company and the shareholders of
Kwik Web ("Kwik Web Shareholders"), pursuant to which the Company issued
6,000,000 shares of its common stock to its officers and directors in exchange
for all of the outstanding capital shares of Kwik Web. For a more complete
description of the Kwik Web Reorganization, see "Item 1 - Description of
Business."
Item 13. Exhibits and Reports on Form 8-K.
(a) Index to Exhibits
2.1 Securities Purchase Agreement and Plan of Reorganization dated August
6, 1999 between the Registrant and Kwik Web, Inc.(1)
3.1 Articles of Incorporation(2)
3.2 Bylaws(2)
10.1 Agreement with WorldGate Communications, Inc. dated September 22,
1998
21.1 Subsidiaries of the Company
27.1 Financial Data Schedule
___________________
(1) Filed as an exhibit to the Company's Current Report on Form 8-K dated
September 16, 1999 (File No 0-25433), incorporated herein by reference.
(2) Filed as an exhibit to the Company's Registration Statement on Form 10-SB
dated February 23, 1999 (File no 0-25433), incorporated herein by reference.
13
<PAGE>
SIGNATURES
In accordance Section 13(a) or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
G.P. PROPERTIES, INC.
By: /s/ Richard Kaestner
----------------------------------------
Richard Kaestner
President and Chief Executive Officer
In accordance with the Exchange Act, this report As been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ------------------------------- --------------------------------------------------- ------------------
<S> <C> <C>
/s/ Richard Kaestner President and Chief Executive Officer and Director October 12, 1999
- -------------------------------
Richard Kaestner (principal executive and financial officer)
/s/ Alex Tsakiris Director October 12, 1999
- ------------------------------
Alex Tsakiris
</TABLE>
14
<PAGE>
Exhibit 10.1
CONTENT PARTNERING PROGRAM FOR WORLDGATE(SM) INTERNATIONAL
Terms and Conditions
Prepared for
KWIK WEB
This agreement (the "Agreement"), dated as of September 22, 1998, (the
"Effective Date"), by and between KWIK WEB ("KWIK WEB") and WORLDGATE
COMMUNICATIONS, INC. ("WG", with KWIK WEB and WG also being individually and
collectively referred to herein as a "Party" or the "Parties", as is applicable)
sets forth the terms and conditions under which KWIK WEB and WG will cooperate
to permit users of the WorldGate Internet Access Service (the "Service") to link
to certain Internet materials (as further described herein) through the use of
the Service. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, KWIK WEB and WG agree as follows:
1. If and as further described in Exhibit A (which is incorporated herein by
reference) KWIK WEB shall provide to WG hereunder (i) Internet materials and/or
(ii) Channel HyperLinking(SM) program description data. If so indicated in
Exhibit A Partner is also a provider of television programming which is intended
to be linked to the described Internet materials through the use of the Service.
Such Internet materials, program description data and television programming
provided by Partner are individually and collectively referred to herein as the
"Content". In addition, KWIK WEB shall provide to WG the right to use, subject
to reasonable guidelines by KWIK WEB as are typically associated with trademark,
logo or trade name usage, a logo or other graphic identifier commonly associated
with KWIK WEB (the "Identifier") as a linking trigger within WG's user interface
for the Service to select access to the Internet Content as part of using the
Service. As between KWIK WEB and WG such Identifier and Content as are furnished
hereunder by KWIK WEB are and shall remain the property of KWIK WEB, and WG
disclaims any right hereunder in and to such Identifier and Content other than
the right to use the same in accordance herewith and solely for the purposes
stated herein. As between KWIK WEB and WG such Service, including the user
interface for the same, is and shall remain the property of WG, and KWIK WEB
disclaims any right hereunder in and to such Service.
2. KWIK WEB hereby authorizes WG to provide to users of the Service access to
and use of the Content. KWIK WEB further authorizes WG to process and store the
Internet material and program description data Content solely as reasonably
required to ensure delivery of the Content to a television display with
high-quality and reduced access time, provided that no right is granted
hereunder to modify the substance of the Content or the information included
therein. WG agrees that it shall not use such Identifier or Content in any
manner intended to or even reasonably likely to cause confusion as to the
ownership of the same or to diminish any good will associated therewith. KWIK
WEB represents and warrants that (x) it has and that it will maintain sufficient
right, title, interest and authority in, to and with respect to the Content and
Identifier to provide them hereunder and to authorize WG to use the same in
accordance with these terms and conditions, (y) to the best of its knowledge and
belief such Content is not now, and as it is made available during the term
hereof will not be, false, libelous, defamatory, obscene, an invasion of privacy
or an infringement of the intellectual property rights of any third party, and
(z) such Content will continue to be available during the term of this Agreement
with minimal interruption except as may be occasioned by an event of force
majeure or as reasonably required to create and maintain such Content and the
computer systems on which such Content is hosted.
3. Any Internet Content provided hereunder shall be provided in an HTML or
other generally acceptable Internet file/addressing format which is suitable for
use with the WG Internet access service. AnyChannel HyperLinking(SM) program
description data provided hereunder shall be provided in accordance with the
CHIPS specification as set forth in Exhibit C. The Identifier shall be provided
in a JPEG or other generally acceptable, high quality graphic file format for
integration by WG into its user interface. KWIK WEB will use commercially
reasonable efforts to cause such Content and Identifier to be and to be
maintained current, and to make available to WG in a timely manner such updates
as are reasonably required for this purpose. Each Party will use commercially
reasonable efforts to promptly notify the other of changes in the materials and
<PAGE>
technologies for which they are responsible hereunder which materially affect
the access to and use of the Content as part of the Service.
4. WG will use commercially reasonable efforts to promptly include such
Content and Identifier within the Service as set forth in Exhibit A. KWIK WEB,
however, acknowledges and agrees that (i) subject to the guidelines and
restrictions as set forth in these terms and conditions, WG retains the right,
in its sole discretion, to create, maintain and manage the Service, including
its user interface and the placement, prominence and frequency of usage of all
such identifiers and content therein, (ii) the use of KWIK WEB's Identifier and
Content may not be possible or appropriate at all times or in all cable systems
and/or markets where the WG Internet access service is deployed, and that (iii)
such Service will include other content and other identifiers, some of which may
relate to services and products which may be comparable to those offered by KWIK
WEB. WG represents and warrants that (x) it has and that it will maintain
sufficient right, title, interest and authority in, to and with respect to the
Service to provide to KWIK WEB a medium for displaying the Identifiers and
accessing the Content in accordance with these terms and conditions, (y) to the
best of its knowledge and belief such Service (excluding the Content and
Interface) is not now, and as it is made available during the term hereof will
not be, false, libelous, defamatory, obscene, an invasion of privacy or an
infringement of the intellectual property rights of any third party, and (z)
such Service will continue to be available during the term of this Agreement
with minimal interruption except as may be occasioned by an event of force
majeure or as reasonably required to create and maintain such Service and the
computer systems on which such Service is hosted.
5. KWIK WEB will cooperate with WG to promote the content linkage afforded by
the Service, including (i) issuing a jointly approved press release with respect
to its participation as a content partner, within ten (10) business days of the
effective date of this Agreement, (ii) exercising commercially reasonable
efforts to develop Content specific to and compatible with the Service and its
customer base, (iii) providing to WG one or more excerpts from the Internet
materials included in the Content for WG's reproduction and use solely in
demonstrations and promotion of the Service and the content linkage afforded
thereby (subject to the aforesaid guidelines and restrictions with respect to
trademark, logo and trade name usage in Section 1, hereof), and (iv)
authorizing, and KWIK WEB does hereby authorize, WG to identify KWIK WEB as a
content partner, and as a Channel HyperLinking partner if so indicated in
Exhibit A, through the display of KWIK WEB's name and logo (subject to the
aforesaid guidelines and restrictions with respect to trademark, logo and trade
name usage in Section 1, hereof) within listings of content and Channel
HyperLinking partners.
6. Subject to any applicable obligations, laws or regulations with respect to
confidentiality, privacy and/or other legal or contractual restraints, the
parties will reasonably cooperate to provide to each other various census and
marketing data as they may obtain in association with the use of the Content by
users of the Service. The Parties, however, acknowledge and agree that
information about any specific user of the Service may not be reproduced or in
any way distributed or disclosed without the prior consent of the user and then
only in accordance with the then prevailing laws and regulations relating to
privacy. Furthermore, general statistical information about the users (not
specific to or identifiable with any particular user) of the Service may be
distributed by KWIK WEB to other parties only as an indistinguishable part of
aggregated statistical information about the overall user base for the Content.
KWIK WEB may not knowingly solicit such users of the Service without WG or the
applicable user's prior written consent.
7. KWIK WEB acknowledges and agrees that access to and use of the Content by
users of the Service creates value for KWIK WEB through the exposure to the
Content and Identifiers as part of the Service, and by or as a result of "hits"
initiated, ad impressions accessed and transactions consummated by users of the
Service, through Channel HyperLinking(SM), "click-throughs", e-mail and
otherwise (collectively the "Content Usage"). KWIK WEB agrees to compensate WG
for this Content Usage in the manner set forth in the attached Exhibit B (which
is incorporated herein by reference.) For purposes of determining such
compensation the Parties will cooperate and share information as reasonably
required to determine the Content Usage. The Parties further agree to provide to
the other's independent auditors, on a confidential basis, access to their books
and records as reasonably required to determine an verify the accuracy of the
Content Usage and the compensation due hereunder, as further set forth in
Exhibit B.
<PAGE>
8. This Agreement shall commence and become effective as of the Effective Date
and expire on the expiration date set forth below, provided, however, that the
resulting term of this Agreement may be extended with the mutual written
agreement of the parties. Either Party may, however, terminate their
participation hereunder, effective immediately, if the other Party defaults on
any material representation, warranty, covenant or obligation as set forth
herein, provided the non-defaulting Party has first notified the defaulting
Party in writing providing with reasonable specificity the nature of the default
and affording the other Party at least forty-five days after such written notice
to remedy the default. For purposes of this paragraph a default shall be deemed
to include (i) the filing of a petition by or against a Party or the
adjudication of bankruptcy with respect to a Party, (ii) insolvency of a Party,
appointment of a receiver for a Party, or the assignment or other arrangement
for the benefit of a Party's creditors pursuant to any bankruptcy law, or (iii)
the discontinuance of business by a Party.
9. Each Party represents and warrants that it has the right, power and
authority to enter into this Agreement and to fulfill its obligations hereunder.
Except as is expressly set forth herein neither Party makes any representations
or warranties, whether statutory, express or implied, and all such other
representations and warranties are hereby disclaimed. Each Party shall
indemnify, defend and hold harmless, the other, its subsidiaries and affiliates,
and their employees, agents, officers, directors, and permitted successors and
assigns, from and against all claims, actions, suits, costs, liabilities,
damages, and expenses (including reasonable attorneys' fees) directly arising
from a breach of such indemnifying Party's representations, warranties,
covenants and obligations hereunder. In the event a Party is entitled to
indemnification hereunder, the Party so entitled shall notify the indemnifying
Party in writing of the matter to which such indemnification applies and the
indemnifying Party shall undertake the defense of such matter. The Party
entitled to indemnification hereunder shall reasonably cooperate with the
Indemnifying Party with respect to such defense and shall be entitled to
participate in such defense, each at its own cost and expense.
10. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE,
INCLUDING LOST REVENUE OR PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF
SUCH DAMAGES IN ADVANCE.
11. This Agreement has been made and shall be construed under the laws of the
State of Delaware without giving effect to such state's conflict of law
principles. Nothing in this Agreement shall be deemed, and the Parties do not
intend to create, any joint venture, principal/agent relationship or any other
relationship which might entitle one Party to represent or bind the other. This
Agreement and any written confidentiality agreement which may exist between the
parties represent the entire understanding with respect to the subject matter
hereof. No rights or licenses are to be deemed granted herein by implication or
estoppel, and all such other rights not expressly granted herein, including all
associated intellectual property rights, are reserved to the Party originally
possessing the same. This Agreement may only be modified by a written instrument
signed by authorized representatives of both parties. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision, nor shall any waiver constitute a continuing waiver. This
Agreement may only be assigned by a Party to a parent or a subsidiary controlled
by or under common control with the Party, or as part of the sale or other
transfer of the entire business to which this Agreement pertains. This Agreement
shall inure to the benefit of and be binding upon the parties and their
respective successors and permitted assigns. This Agreement may be executed in
any number of counterparts, each of which when so executed shall constitute one
and the same instrument. For purposes hereof an executed facsimile copy of this
Agreement shall be deemed to be an original. Unless otherwise provided in this
Agreement, all notices required under this Agreement shall be in writing and
shall be effective for all purposes upon receipt. Notices may be provided by (i)
personal delivery or delivery by messenger, express or similar courier service,
(ii) by U.S. first class certified or registered mail, postage prepaid, or (iii)
transmitted by telecopier or facsimile, addressed as set forth herein or to such
other address as a Party may I duly notify the other Party in accordance
herewith.
12. As used herein the terms "herewith", "herein", "hereunder" and other words
of similar import refer to these terms and conditions as a whole, including any
exhibits hereto, as the same may from time to time be
<PAGE>
amended or supplemented and not to any subdivision contained in this Agreement.
The term "including" when used herein is not intended to be exclusive and in all
cases shall mean "including without limitation." Pronouns used in this
Agreement shall be deemed to include the masculine and feminine and all terms in
this Agreement used in the singular shall be deemed to include the plural and
vice versa, except as the context may reasonably require. This Agreement has
been negotiated by both parties and their respective counsel and shall be fairly
interpreted in accordance with its terms and without any rules of construction
relating to which Party drafted the Agreement.
Expiration Date: One (1) Year from Effective Date
--------------------------------
By our signature below we agree to become content partners as outlined above:
As Executed by KWIK WEB
By: /s/ RIC KAESTNER Tel.: 760-943-7829
Name: RIC KAESTNER Fax: 760-943-0367
Title: E-mail: [email protected]
Address: 2031 Crest Drive Date:
Encinitas, CA 92024
And as Executed and Accepted by WorldGate Communications*:
By: /s/ GERARD KUNKEL Tel.: 215-633-5100
Name: Gerard Kunkel Fax: 215-633-5950
Title: Vice President, Strategic Programs E-mail: [email protected]
Address: 3220 Tillman Dr. - Ste. 300 Date: September 22, 1998
Bensalem, PA 19020
*Copies of any notices outside of routine remittances shall also be provided to
the attention of the General Counsel at the address indicated.
<PAGE>
EXHIBIT A
---------
SPECIFICATIONS OF CONTENT TO BE PROVIDED AS PART OF THE SERVICE
---------------------------------------------------------------
[_] By checking this box PARTNER will participate in WG's Channel
HyperLinking(SM) program and hereby agrees to provide Channel HyperLinking
program description data, as defined in Exhibit C, with respect to the
television programming listed below:
[_] By checking this box PARTNER will participate in WG's Channel
HyperLinking(SM) program and hereby agrees to provide the Channel
HyperLinking capable programming listed below:
[X] By checking the following box PARTNER hereby agrees to provide the Internet
materials listed below:
EXHIBIT B
---------
COMPENSATION FOR CONTENT USAGE
------------------------------
1. During the initial term of this Agreement WG will waive any fees which may
be chargeable to PARTNER associated with the screen positioning or
frequency of rotation of PARTNER's Identifier with WG's user interface.
2. During the initial term of this Agreement PARTNER will pay to WG a fee of
(i) Twelve ($12.00) dollars for each customer which registers for an annual
subscription, or (ii) Nine ($9.95) dollars and ninety-five cents for each
customer which registers for a monthly subscription of PARTNER's web page
service through the use of the WorldGate Service.
3. Within fifteen (15) days after the end of each calendar month hereunder,
PARTNER shall furnish to WG a written report setting forth the data with
respect to the hits, transactions and subscriptions for which fees are due
hereunder during such calendar month and the computation of the amounts
payable with respect thereto. Each report shall be accompanied by the
payment of the aggregate amount due hereunder with respect to that calendar
month.
4. PARTNER shall keep books and records in sufficient detail to permit ready
and accurate determination of any amounts payable by it hereunder. WG shall
have the right, on one occasion per calendar year, during PARTNER's normal
business hours, on not less than ten (10) business days' prior notice, to
cause a certified public accountant or firm of such accountants to audit
such books and records to verify any such determination or application.
PARTNER shall provide all reasonable cooperation. WG shall pay all cost of
such accountants unless such audit determines an unremedied discrepancy of
at least five thousand dollars ($5,000.) or 5% of the aggregate amount
under audit, whichever is the lesser. In such event PARTNER shall pay all
such cost.
<PAGE>
EXHIBIT C
---------
CHIPS(SM) SPECIFICATION
-----------------------
1. Channel HyperLinking Information Provider Stream ("CHIPS") data for
television programming shall include at least the following identifying
information (i) program name, (ii) program airing date, (iii) program start
time based upon a twenty-four hour clock, EST (non-daylight savings), (iv)
program duration based upon a twenty-four hour clock, EST (non-daylight
savings), (v) program description, and (vi) the specific Internet Uniform
Resource Locator (URL) which is to be associated with the identified program.
2. CHIPS data is to be provided in the following two formats unless otherwise
agreed by the parties in writing: (i) Internet based data, delivered via the
Internet in a generally available file format suitable for transfer as an
e-mail attachment or under a standard file transfer protocol (FTP), and (ii)
a real time data stream which is encoded and broadcast as part of a broadcast
signal for the television programming. Further specifications and examples
for both formats, as well as a Channel HyperLinking Developers Kit will be
made available to PARTNER upon execution of this Content Partnering Program
Agreement.
<PAGE>
EXHIBIT 21.1
List of Subsidiaries
Kwik Web, Inc., a California corporation
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1998
<PERIOD-START> JUL-01-1998 JUL-01-1997
<PERIOD-END> JUN-30-1999 JUN-30-1998
<CASH> 72 3,900
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 72 3,900
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 10,755 10,755
<OTHER-SE> (10,683) (6,855)
<TOTAL-LIABILITY-AND-EQUITY> 72 3,900
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 3,828 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,828) 0
<EPS-BASIC> 0 0
<EPS-DILUTED> .00 0
</TABLE>
