<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1999
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from July 1, 1999 to December 31, 1999
Commission File Number 0-25433
KWIKWEB.COM, 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)
1
<PAGE>
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 transition period ended December 31, 1999 was $0.
The market value of the voting stock held by non-affiliates of the issuer as of
March 24, 2000 was approximately $3,495,750.
The number of shares of the common stock outstanding as of March 24, 2000 was
9,910,000.
Documents incorporated by reference: None.
2
<PAGE>
PART I
ITEM 1 DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
KwikWeb.com, Inc. was formed under the laws of the State of Nevada in 1989 under
the name G.P. Properties, Inc. and from 1989 until August 1999 was engaged in
the business of developing residential financial analysis software for real
estate brokers. In August 1999, we completed a series of transactions by which
we discontinued all operations regarding the development of financial analysis
software and, at the same time, acquired all of the outstanding capital shares
of KwikWeb, Inc., a California corporation engaged in the business of developing
software applications for the creation of Internet websites.
Our reorganization with KwikWeb, Inc. was undertaken pursuant to a Securities
Purchase Agreement and Plan of Reorganization dated August 6, 1999 by and among
G.P. Properties and the shareholders of KwikWeb, Inc. pursuant to which we
issued 6,000,000 shares of the common stock of G.P. Properties in exchange for
all of the outstanding capital shares of KwikWeb, Inc.
Prior to our reorganization with KwikWeb, Inc., on July 7, 1999, our 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, our board of
directors, per the authority granted to them by our shareholders on August 31,
1996, authorized a two-for-one forward split of our outstanding common stock,
resulting in a total of 3,510,000 shares of common stock issued and outstanding
prior to the reorganization with KwikWeb, Inc. All share amounts contained in
this report have been adjusted to reflect this two-for-one forward split. In
January 2000, we changed our corporate name to KwikWeb.com, Inc.
In September 1999, we sold 400,000 shares of common stock, at a price of $1.25
per share for the gross proceeds of $500,000, to one private investor.
Unless the context otherwise requires, all references to "us," "we" or "the
Company" also includes our wholly-owned subsidiary, KwikWeb, Inc., a California
corporation. Our executive offices are located at 2155 Newcastle Avenue,
Cardiff, California 92007; telephone (760) 943-7829.
DESCRIPTION OF BUSINESS
OVERALL
The rapid growth of the Internet as a communications network has fueled a
tremendous demand for websites. Overall, the demand for websites has been filled
in one of the following ways:
CUSTOM WEBSITE DESIGN AND DEVELOPMENT SERVICES.
Large businesses that need complex database driven websites often employ website
designers ("Webmasters") to develop and maintain custom-made websites customized
for that particular business. The cost of these projects often makes them
prohibitively expensive for small businesses and individuals who want to develop
and publish their own websites.
PURCHASED SOFTWARE PROGRAMS.
These products, such as Microsoft's FrontPage, allow individuals and businesses
to build their own websites at a lower cost rather than using a Webmaster who
will design and build a custom website. The significant
3
<PAGE>
disadvantages are that they require a high level of skill and knowledge to
download and operate the software and transfer files for successful uploading
into the website.
ONLINE SELF-PUBLISHING WEB-TOOLS.
These web-tools are available on-line and are typically designed for the novice
user by eliminating the need to purchase software or to hire an outside expert.
These products significantly reduce the cost of building a website. Providers of
these on-line applications include Homestead, Excite's StoreBuilder, and
KwikWeb.com.
KWIKWEB.COM
We design, develop and market products and services that allow individuals and
small to medium-sized businesses to create, build, manage and maintain their own
websites, sell products, generate leads, and distribute information. In December
1999, we finalized the design and development of our initial products and began
our launch in January 2000.
We intend to offer our services to individuals and small to medium-sized
businesses and expect to generate revenues from both our website building
products and services as well as from hosting these websites on our servers. In
addition, we expect to generate revenues from affiliate agreements and licensing
fees from strategic relationships.
PRODUCTS & SERVICES
The following is a description of the website building products and services we
offer:
ONE PAGE INSTANT WEBSITE BUILDER - Our One Page Instant Website Builder allows
users to create their own one page website using editing features such as text
edit, font size and color edit, image upload, links edit, submission of their
website to Internet search engines and other basic HTML design elements. We
typically offer this product for free as part of a promotional campaign with the
expectation that some customers will purchase upgrades of their websites from
us.
KWIKWEB INSTANT WEBSITE BUILDER - This 1st level upgraded product allows our
users to easily create a pre-designed multi-page website using a template
format. The website can be customized with the same easy to use editing tools as
the One Page Instant Website Builder. Once a website is created, the customer
can add or delete pages, change background designs and enter search words and
keywords into the search engine section to promote their website. KwikWeb.com
intends on selling this product for $14.95 (retail) per month.
KWIKWEB STOREFRONT BUILDER - This upgraded product is our uniquely designed,
easy-to-use software that allows our customers to easily create an online web
store containing an unlimited number of items for sale. This product allows our
customers to create their own web store that includes a full shopping cart
feature, secured credit card encryption and storage, order information service
and merchant card account for on-line credit card processing. KwikWeb.com
intends to sell this product for $29.95 (retail) per month.
4
<PAGE>
DATA CONVERSION ENGINE - This proprietary software is designed to create instant
websites directly from raw database information. Our software is capable of
gathering names, postal and e-mail addresses, and other data from large
databases and converting this information into an instant on-line community of
thousands of websites. This powerful tool is most often used with our One Page
Instant Website Builder program to build market share for a select corporate
partner and to create a branded corporate marketing campaign. The website can
then be modified by its owner or upgraded using the KwikWeb.com building tools.
This product's price is negotiated with each corporate partner.
TELEPHONE OPERATOR WIZARD - This service is used in conjunction with telephone
call centers. It allows any individual to create a website over the telephone.
Once created by the call center operator, the individual can edit the
KwikWeb.com template on-line.
We intend to support all our products with our in-house customer service and
technical support team that can be reached either by e-mail or telephone.
STRATEGIC RELATIONSHIPS
WORLDGATE COMMUNICATIONS - We have entered into a strategic relationship with
WorldGate Communications, a provider of Internet service through cable
television lines, to offer co-branded website building products and services to
their subscribers. Under the terms of our agreement, each of WorldGate's
subscribers will be able to build their own website, free of charge, using our
website building products. These subscribers will also be offered the
opportunity to purchase product upgrades from us and we will share all revenues
from these upgrades with WorldGate.
E-COMMERCE EXCHANGE - Our agreement with E-Commerce Exchange provides our
customers with the ability to apply for a merchant credit card that will allow
them to offer credit card processing through their online web stores. Our
customers will be able to complete and submit their merchant card application
directly to E-Commerce Exchange for their approval and we will receive a fee
from E-Commerce Exchange for each approved merchant card.
MARKETING AND SALES
KwikWeb.com employs a variety of marketing methods, including advertising, trade
show and conference participation, the KwikWeb.com website, and placement of our
name and logo on alliance partners' websites. A key element of KwikWeb.com's
marketing strategy is to continue to heighten awareness for the KwikWeb.com
brand as it expands its sales and marketing activities.
KwikWeb.com has identified 6 principal target customer categories:
- - CABLE TELEVISION INTERNET SERVICE PROVIDERS - We intend to create
strategic relationships with cable television providers to market our
website building products and services to cable Internet subscribers.
We intend to offer these subscribers our free One Page Instant Website
Builder and will market to these subscribers upgrades to KwikWeb.com's
suite of products. KwikWeb.com has entered into a strategic
relationship with Worldgate Communications, a provider of cable
television Internet services, to offer our website building tools to
their customers. We intend to seek similar relationships with other
providers of cable television Internet access. See "Strategic
Relationships".
- - COPY, SHIP & PRINT CENTERS - KwikWeb.com intends to offer national
franchised copy centers with instant "Business Portals" that allow
local merchants to create web stores on Internet kiosks inside each
5
<PAGE>
franchise. These kiosks are available to the copy centers' customers
and are targeted at local "brick and mortar" merchants who are seeking
to sell their products and services on the Internet but do not have the
expertise to create a website within their place of business.
- - MERCHANT CARD PROCESSORS - We believe that newly formed businesses look
for easier ways to gain access to other necessary business services,
particularly during the start-up phase. We intend to seek strategic
relationships with merchant card processors and plan to offer a free
website to all approved merchant card applicants. Additionally, we
offer all of our customers access to merchant card processing through
our strategic relationship with E-Commerce Exchange.
- - TELEPHONE CALL CENTERS - Telephone call centers provide sales and
customer service support to a myriad of business enterprises that
require 24 hour-a-day, 7 days-a-week service to their customers. We
intend to enter into strategic relationships with these call centers to
market our website building software available to their business
customers. These business customers may be given a free one-page,
promotional website that can be upgraded using KwikWeb.com's
web-building software. Customers will create their website over the
phone via the call center staff.
- - ASSOCIATION AND TRADE GROUPS - KwikWeb.com believes that websites
within a distinct community such as associations and trade groups have
the potential to become a centralized channel of advertising and
information distribution. We believe these websites will be "endorsed"
by the association or group thereby simultaneously creating a community
portal. We believe that our products and services are well suited to
these markets because our websites can be pre-formatted to adhere to
the community's specifications and member websites can be linked to the
association's URL. In order to attract associations and trade groups,
we intend to enter into revenue sharing agreements with these groups in
which all revenues from the sale of upgrades of our products will be
shared with the association. In addition to our website building
software, we also believe that this target market is well suited for
our database conversion engine.
- - YELLOW AND WHITE PAGE DIRECTORIES - KwikWeb.com believes there is a
significant market to turn directory listings of Yellow and White Page
members to customized websites. KwikWeb.com's software can convert any
size database into pre-made websites. As a result, we believe that this
market is the perfect suitor for our products and services.
KwikWeb.com plans to significantly expand its sales force during 2000. We intend
to divide our sales representatives into groups, with each group selling
services to select target customer categories. We believe that we can more
effectively sell our services by using sales professionals who specialize in
these target categories. We plan to centralize our marketing efforts in San
Diego and travel to other cities as needed.
KWIKWEB.COM TECHNOLOGY
Our network is comprised of co-located, leased servers and bandwidth in various
locations throughout the United States. For all of our programs, we use the
industry standard tag-based server scripting language: Cold Fusion. This
provides us with optimum development and rapid development capability.
COMPETITION
The market for Internet services is relatively new, rapidly evolving and highly
competitive. We expect that competition will continue to intensify particularly
as alliances between website software developers and content publishers are
forged. The website software development industry is characterized by frequent
new product and
6
<PAGE>
service introductions, strategic alliances between website software developers
and content publishers, rapidly changing technology and evolving industry
standards. Although we believe we are the only company with a fully developed
and usable data conversion engine that instantly creates an unlimited number of
websites, we face substantial competition from a number of companies who have
launched their product through major content portals.
SOFTWARE DEVELOPMENT
We develop most of our technology in-house and maintain a software development
staff of 4 that designs, develops and tests our new products and services. As of
December 31, 1999 we have incurred research and development costs of $162,626
since inception. We believe that by performing most of our software development
in-house we can more quickly and cost-effectively develop new and innovative
products and services. As a result, we believe we are better equipped to
incorporate customer preferences into the website software design and
development.
EMPLOYEES
As of December 31, 1999, we had 7 full-time employees, of whom 4 were in
software development and 3 in administration. None of our employees are
represented by a labor union, and we consider our relations with our employees
to be excellent.
FACTORS THAT MAY AFFECT FUTURE PERFORMANCE
In addition to the other information set forth in this report, our business is
subject to a number of risks, any of which could adversely affect our business,
operating results and financial condition.
WE HAVE A LIMITED OPERATING HISTORY. KwikWeb.com was incorporated in
October 1997 and through December 31, 1999 we had not launched our initial
products "One Page Instant Website Builder", "KwikWeb Instant Website Builder"
and "KwikWeb StoreFront Builder". KwikWeb.com remains in the developmental stage
and, accordingly, we have a limited operating history on which to base an
evaluation of our business and prospects. You must consider our prospects in
light of the risks and uncertainties encountered by companies in the early
stages of development, particularly companies in new and rapidly evolving
markets such as the e-commerce business to business marketplace. Our success
will depend on many factors, including, but not limited to, the following:
- - the growth of e-commerce business sites on the Internet
- - our ability to implement our growth strategy, especially our sales and
marketing efforts
- - our ability to attract a significant number of customers
- - the introduction of new technologies and Internet services by us and
our competitors
- - price competition
- - market acceptance of our software and pricing structure
- - our ability to attract, retain and motivate qualified personnel
7
<PAGE>
- - general economic conditions
We may not successfully implement our growth strategies or successfully address
these risks and uncertainties. If we fail to do so, it could materially harm our
business and impair the price of our common stock. Even if we accomplish these
objectives, we may not generate positive cash flow or profits in the future.
Moreover, variations in these factors may cause our quarterly operating results
to fluctuate significantly in the future. As a result, our operating results in
one or more future quarters may fail to meet the expectations of investors.
Failure to meet these expectations could impair the price of our common stock.
WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES. Since the
formation of our company we have incurred substantial net losses. As of December
31, 1999, we had an accumulated deficit of $435,040. As we continue to implement
our growth strategy, we intend to spend significant amounts on sales and
marketing, research and development and general and administrative activities.
We expect that we generally will incur these costs in advance of anticipated
related revenues, which may further increase operating losses in certain
periods. As a result of our expansion, we expect to continue to incur
significant operating and negative cash flows from operations for the
foreseeable future. It is possible that we may never achieve favorable operating
results or profitability.
WE HAVE REQUIREMENTS FOR ADDITIONAL CAPITAL. We need to raise substantial
additional funds if our estimates of working capital and/or capital expenditures
prove accurate or in order for us to respond to unforeseen technological or
marketing hurdles or to take advantage of unanticipated opportunities. Over the
longer term, it is likely that we will require substantial additional funds to
finance significant capital equipment expenditures and lease commitments for
additional servers and bandwidth to expand the network, as well as for product
development, marketing, sales and customer support needs. There can be no
assurance that any such funds will be available at the time or times needed, or
available on terms acceptable to us. If adequate funds are not available, or are
not available on acceptable terms, we may not be able to continue to develop new
technologies and services or otherwise respond to competitive pressures. Such
inability could have a material adverse effect on our business, prospects,
financial condition and result of operations.
WE FACE CHALLENGES MANAGING OUR GROWTH. We have expanded our operations
since KwikWeb.com was founded in October 1997. In connection with the expansion
of our operations, we have grown from 1 employee to 7 employees on December 31,
1999. We also plan to significantly expand our sales and marketing and research
and development activities, hire a significant number of additional employees,
expand our internal management, technical, information, accounting and billing
systems. In addition, we plan to expand the infrastructure of the KwikWeb.com
network by investing in additional hardware consisting primarily of additional
servers. This rapid expansion may place increased strain on our ability to
manage our growth, including our ability to monitor operations, bill customers,
control costs and maintain effective quality controls. In order to successfully
manage our growth we must identify, attract, motivate, train and retain highly
skilled managerial, financial, engineering, business development, sales and
marketing and other personnel. Competition for this type of personnel is
intense. If we fail to manage our growth effectively, it could materially harm
our business and impair the price of our common stock.
WE MUST KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGIES. The markets for
Internet services are characterized by rapid technological developments,
frequent new product introductions and evolving industry standards. The emerging
nature of Internet products and services and their rapid evolution will require
that we continually improve the performance, features and reliability of the
software and our customer service, particularly in response to competitive
offerings. There can be no assurance that we will be successful in responding
quickly, cost effectively and sufficiently to these developments. There can be
no assurance that we will be successful in achieving widespread acceptance of
our products before competitors offer products and
8
<PAGE>
services with speed and performance similar to our current offerings. In
addition, the widespread adoption of new Internet or telecommunications
technologies or standards could require substantial expenditures by us to modify
or adapt our instant website building software. These changes would
fundamentally affect the character, viability and frequency of Internet-based
e-commerce websites, which could have a material adverse effect on our business,
prospects, financial condition and results of operations. In addition, new
services or enhancements we offer may contain design flaws or other defects that
could have a material adverse effect on our business, prospects, financial
condition and results of operations.
WE FACE SIGNIFICANT COMPETITION. The market for Internet-based services is
relatively new, rapidly evolving and highly competitive. We expect that
competition will continue to intensify. The web-building software industry is
characterized by rapidly changing technology, evolving industry standards and
frequent new product and service introductions. We face substantial competition
from a number of companies. These companies include 1) Internet service
providers, 2) website software developers, 3) content publishers, and 4)
hardware and system vendors. We expect competition from other types of
competitors to increase significantly. Competitive factors include:
- - ease of use
- - uniqueness of product
- - the quality and reliability of services
- - traffic flow directed to websites
- - price of services
- - brand recognition
Our competitors have substantially greater financial, technical, managerial and
marketing resources, longer operating histories, greater name recognition and
more established relationships with content providers than KwikWeb.com.
WE RUN THE RISK OF SYSTEM FAILURE AND FACE SECURITY RISKS. Despite the
implementation of security measures, our networks may be vulnerable to
unauthorized access, computer viruses and other disruptive problems. Internet
Service Providers ("ISPs") and On-line Service Providers ("OSPs") have in the
past experienced, and may in the future experience, interruptions in service as
a result of the accidental or intentional actions of Internet users, current and
former employees or others. Although we intend to continue to implement
industry-standard security measures, these measures have been circumvented in
the past, and there can be no assurance that measures implemented by us will not
be circumvented in the future. Eliminating computer viruses and alleviating
other security problems may require interruptions, delays or cessation of
service to our customers and end-users, which could have a material adverse
effect on our business, prospects, financial condition and results of
operations.
DEPENDENCE ON INCREASED USAGE AND STABILITY OF THE INTERNET. The future of
the Internet as a center for information exchange and commerce will depend in
significant part on continued rapid growth in the number of households and
commercial, educational and government institutions with access to the Internet,
in the level of usage by individuals and businesses, and in the number and
quality of products and services designed for use on the Internet. Because usage
of the Internet as a medium for on-line exchange of information and commerce is
a recent phenomenon, it is difficult to predict whether the number of users
drawn to the Internet will continue to increase. There can be no assurance that
Internet usage patterns will not decline as the novelty of the medium recedes or
that the quality of products and services offered on-line will improve
sufficiently to continue to support user interest.
9
<PAGE>
Moreover, critical issues regarding the stability of the Internet's
infrastructure remain unresolved. The rapid rise in the number of Internet users
and increased transmission of audio, video, graphical and other multimedia
content over the Web has placed increased strain on the Internet's
communications and transmission infrastructures. Continuation of such trends
could lead to significant deterioration in transmission speeds and reliability
of the Internet and could reduce the usage of the Internet by businesses and
individuals. Any failure of the Internet to support the ever-increasing number
of users due to inadequate infrastructure, or otherwise, could materially and
adversely affect the acceptance of our products and services which would, in
turn, materially and adversely affect our business, prospects, financial
condition and results of operations.
WE FACE RISKS RELATING TO FUTURE ACQUISITIONS AND INVESTMENTS. As part of
our growth strategy, we may acquire businesses, products and technologies and
enter into joint ventures and strategic relationships with other companies. Any
of these transactions would expose us to additional risks. In particular, risks
associated with the acquisition of high-technology companies include:
- - the difficulty of assimilating and integrating the operations and personnel
of the combined companies
- - the potential disruption of our ongoing business
- - our inability to retain key technical, managerial and sales personnel
- - the potential additional expenses associated with amortization of acquired
intangible assets, integration costs and unanticipated liabilities or
contingencies
- - the diversion of management's attention during the acquisition and
integration process
We do not have experience in the identification and management of acquisitions.
If we are unable to successfully address any of the foregoing risks, it could
materially harm our business and impair the price of our common stock.
WE DEPEND ON KEY PERSONNEL. Our performance and development will depend, in
large part, upon the efforts and abilities of senior management, including Ric
Kaestner, our Chief Executive Officer and President. The loss of Mr. Kaestner's
service could have a material adverse effect on our business, prospects,
financial condition and results of operations. We do not have employment
agreements with any of our officers or employees. We do not have key man life
insurance policy on the life of Mr. Kaestner. In addition, we believe that our
future success will depend upon our ability to identify, attract, motivate,
train and retain other highly skilled managerial, financial, engineering, sales
and marketing and other personnel. Competition for such personnel is intense.
There can be no assurance that we will be successful in identifying, attracting,
motivating, training and retaining the necessary personnel, and the failure to
do so could have a material adverse effect on our business, prospects, financial
condition and results of operations.
WE EXPECT TO EXPERIENCE VOLATILITY IN OUR STOCK PRICE. The market price of
our common stock has fluctuated in the past and is likely to continue to
fluctuate in the future. In addition, the market prices of securities of other
technology companies, particularly Internet-related companies, currently are
highly volatile. Factors that may have a significant effect on the market price
of our common stock, many of which are beyond our control, include:
- - fluctuations in our operating results
- - technological innovation announcements
- - new products or services offered by our competitors
- - analysts' reports and projections
- - changes in the market valuations of other Internet companies
10
<PAGE>
- - announcements by us or our competitors relating to significant
acquisitions, strategic relationships, joint ventures, capital commitments
or customer relationships
- - our ability or failure to implement our growth strategy
- - regulatory developments
- - additions or departures of key personnel
- - sales of our common stock by our stockholders or us
Fluctuations in the market price of our common stock may in turn adversely
affect (1) our ability to complete any targeted acquisitions, (2) our access to
capital and financing and (3) our ability to attract and retain qualified
personnel. In the past, following periods of volatility in the market price of a
particular company's securities, securities class action litigation against that
company often results. We may become involved in this type of litigation in the
future. Litigation is often expensive and diverts management's attention and
resources, which could materially harm our business.
EXISTING STOCKHOLDERS HAVE SIGNIFICANT INFLUENCE. Our present executive
officers and directors and their affiliates beneficially own approximately 60%
of our outstanding common stock. As a result, these stockholders may
significantly influence our management and affairs and all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions, such as a merger, consolidations or sale of
substantially all of our assets.
ITEM 2 PROPERTIES
KwikWeb.com is headquartered in facilities consisting of approximately 1,500
square feet in Cardiff-by-the-Sea, California, which we occupy under two leases.
Both leases expire in 2002. We are currently in negotiations to secure
additional office space in Cardiff-by-the-Sea of up to 1,000 square feet. If
such negotiations are successful, we believe we will have sufficient space to
meet our space requirements for the foreseeable future.
ITEM 3 LEGAL PROCEEDINGS
KwikWeb.com is not presently a party to any legal proceedings.
ITEM 4 SUBMISSIONS OF MATTER TO A VOTE OF THE SECURITY HOLDERS
Effective January 11, 2000, pursuant to their written consent, our shareholders
approved an amendment of our Articles of Incorporation approving the change of
our corporate name from G.P. Properties, Inc. to KwikWeb.com, Inc. No proxies
were solicited in connection with this shareholder action.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED MATTERS
Our common stock is traded on the OTC Bulletin Board. It traded under the symbol
GPPY until January 11, 2000 when the symbol changed to KWEB to reflect our name
change from G.P. Properties to KwikWeb.com, Inc. The quarterly high and low
sales prices of shares of our common stock during the transition period is as
follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
1999 High Low
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>
11
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Quarter ended September 30, 1999 $2.00 $1.00
- ------------------------------------------------------------------------------------------------------------------------------
Quarter ended December 31, 1999 $1.9375 $1.25
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
As of March 24, 2000, there were approximately 18 shareholders of record and
approximately 60 beneficial owners of our common stock.
We have not declared dividends or paid any cash dividends on our capital stock.
We intend to retain all future earnings, if any, for use in the operation and
development of our business and, therefore, does not expect to declare or pay
any cash dividends on our common stock in the foreseeable future.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
We design, develop and market products that allow individuals and small to
medium-sized businesses to build, manage and maintain their own websites, sell
products, generate leads, and distribute information. In 1999, we finalized the
design of our initial products making significant achievements in development in
order to ready it for launch in January 2000. As a result, we did not generate
any revenues from the sale of our products in 1999.
Our plan of operation over the next 12 months is to offer our services to
individuals and small to medium sized businesses for fees based on the type of
product selected and for web hosting. Additionally, we expect to generate
additional fees from affiliate agreements and licensing fees from strategic
relationships.
We have incurred net losses in each fiscal period since our inception and, as of
December 31, 1999, had an accumulated deficit of $435,040. To date, we have not
generated any significant revenues, and, as a result of the significant
expenditures that we plan to make in sales and marketing and general and
administration activities over the near term, we expect to continue to incur
significant operating losses and negative cash flows from operations on both a
quarterly and annual basis through at least the end of 2000 and for the
foreseeable future thereafter. We are in the early stages of executing our
business model and there can be no assurance that our services will achieve
broad commercial or consumer acceptance.
We expect to incur significant capital equipment expenditures and lease
commitments for additional servers and bandwidth to expand the KwikWeb.com
network. The amount and timing of such expenditures will depend upon the level
of demand for our services. We believe that as customers use our products, the
corresponding level of costs will be minimal and will allow us to generate
economies of scale relative to the expenses we will incur with our servers. To
the extent that such economies of scale are not realized, our business,
prospects, financial condition and results of operation will be materially
adversely affected.
REORGANIZATION
In August 1999, pursuant to a Securities Purchase Agreement and Plan of
Reorganization dated August 6, 1999 by and among G.P. Properties and the
shareholders of KwikWeb, Inc., we issued 6,000,000 shares of our common stock
in exchange for all of the outstanding capital shares of KwikWeb, Inc. Since
the former shareholders of KwikWeb, Inc. owned approximately 65% of the
outstanding shares of the common stock of G.P. Properties after giving effect
to the reorganization, KwikWeb, Inc. was deemed the accounting acquirer
and G.P. Properties' acquisition of KwikWeb, Inc. This has been accounted for
as a reverse merger under the purchase method. Accordingly, from an
accounting standpoint, the equity of KwikWeb, Inc. is carried forward as the
equity of the combined entity. There has been no step up in the accounting
bases and, as a result, KwikWeb.com, Inc. is assumed to have acquired G.P.
Properties at its book value of $0,
12
<PAGE>
after giving effect to the consummation of the reorganization. This adjustment
reflects the adjustment of the equity and accumulated deficit.
PLAN OF OPERATION
Since inception, we have financed operations primarily through the sales of
equity securities. Through December 31, 1999, we have raised $620,000 from the
sale and issuance of common stock.
We have had significant negative cash flows from operating activities since
inception. We believe that we will require, at least, an additional $625,000 of
capital in order to fund our business plan over the next 12 months. We expect to
obtain the working capital we need to fund our operating activities from the
sale of our equity securities. There can be no assurance, however, that we will
be able to obtain sufficient additional capital, either through outside
investors or our own operations, in order to fund our working capital
requirements in a timely manner. The report of our independent accountants for
the fiscal year ended December 31, 1999 states that due to the absence of
operating revenues and our limited capital resources, there is a doubt about our
ability to continue as a going concern.
We intend to use the working capital we generate from both the sale of our
securities and the sale of our products in order to execute our marketing plan,
reinforce our network, fund additional research and development projects, and
fund anticipated general and administrative cost growth associated with product
launch.
We anticipate our marketing expenses to be primarily personnel costs. Our
marketing plan supports a staff of sales professionals whose efforts are focused
in our target markets: cable TV Internet service providers; merchant card
processors, telephone call centers, associations and trade groups and yellow and
white page directories.
We expect to incur additional costs in connection with our efforts to reinforce
our network and to increase our bandwidth as our customer base grows. Further,
we expect our research and development costs to increase as we explore new
technologies to offer more products to our customer base. Finally, we expect
general and administrative costs; specifically those related to human resource
costs, to also increase. We anticipate expanding our personnel to approximately
15 employees by the end of 2000. This would be an increase of 8 employees in
sales and marketing, research and development, customer service and
administration.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
which provides a new "safe harbor" for these types of statements. To the extent
statements in this Annual Report involve, without limitation, the Company's
expectations for growth, estimates of future revenue, expenses, profit, cash
flow, balance sheet items or any other guidance on future periods, these
statements are forward-looking statements. These risks and uncertainties include
those identified in this Form 10-K in Item 1 - "Description of Business -
Factors That May Affect Future Performance" and other risks identified from time
to time in the Company's filing with the Securities and Exchange Commission,
press releases and other communications. The Company assumes no obligation to
update forward-looking statements.
13
<PAGE>
ITEM 7 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
KWIKWEB.COM, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
PAGE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Report of Independent Certified Public Accountants 15
- ---------------------------------------------------------------------------------------------------------------------------------
Consolidated Balance Sheets as of December 31, 1999 and June 30, 1999 16
- ---------------------------------------------------------------------------------------------------------------------------------
Consolidated Statement of Operations for the six months ended December 31,
1999, for the year ended June 30, 1999, for the period from inception
(October 9, 1997) to June 30, 1998, and for the period from inception
(October 9, 1997) to December 31, 1999 17
- ---------------------------------------------------------------------------------------------------------------------------------
Consolidated Statement of Shareholders' Equity for the six months ended
December 31, 1999, for the year ended June 30, 1999, for the period from
inception (October 9, 1997) to June 30, 1998, and for the period from inception
(October 9, 1997) to December 31, 1999 18
- ---------------------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Cash Flows for the six months ended December 31,
1999, for the year ended June 30, 1999, for the period from inception
(October 9, 1997) to June 30, 1998, and for the period from inception
(October 9, 1997) to December 31, 1999 19
- ---------------------------------------------------------------------------------------------------------------------------------
Notes to Consolidated Financial Statements 20
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
KwikWeb.com, Inc.
We have audited the accompanying consolidated balance sheets of KwikWeb.com,
Inc. and subsidiary (a development stage company) (the "Company") as of December
31, 1999 and June 30, 1999, and the related consolidated statements of
operations, shareholders' equity and cash flows for the six months ended
December 31, 1999, for the year ended June 30, 1999, for the period from
inception (October 9, 1997) to June 30, 1998, and for the period from inception
(October 9, 1997) to December 31, 1999. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of KwikWeb.com, Inc.
and subsidiary as of December 31, 1999 and June 30, 1999, and the results of
their operations and their cash flows for the six months ended December 31,
1999, for the year ended June 30, 1999, for the period from inception (October
9, 1997) to June 30, 1998 and the period from inception (October 9, 1997) to
December 31, 1999, in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 to the
consolidated financial statements, the Company cannot successfully implement its
2000 operating plan without raising additional capital. This condition raises
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also described in Note 8. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Our audits were conducted for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The operating results and
cash flows for the six month period ended December 31, 1998 are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic consolidated financial statements. Such information
has not been subjected to the auditing procedures applied in the audit of the
basic consolidated financial statements, and, accordingly, we express no opinion
on it.
CACCIAMATTA ACCOUNTANCY CORPORATION
Irvine, California
February 18, 2000
15
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, 1999 JUNE 30, 1999
------------------------- --------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 262,828 $ 20,534
Due from shareholder 3,879 4,192
Prepaid expenses 11,071 800
------------------------- --------------------
TOTAL CURRENT ASSETS 277,778 25,526
EQUIPMENT 23,169 12,443
------------------------- --------------------
$ 300,947 $ 37,969
========================= ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 7,797 $ 6,226
Accrued liabilities 19,508 25,000
------------------------- --------------------
TOTAL CURRENT LIABILITIES 27,305 31,226
------------------------- --------------------
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value, 25,000,000 shares authorized,
9,910,000 and 6,000,000 shares issued and outstanding 9,910 6,000
Additional paid-in capital 698,772 202,682
Deficit accumulated during the development stage (435,040) (201,939)
------------------------- --------------------
TOTAL SHAREHOLDERS' EQUITY 273,642 6,743
------------------------- --------------------
$ 300,947 $ 37,969
========================= ====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
INCEPTION CUMULATIVE FROM
SIX MONTHS ENDED (OCTOBER 9, 1997) INCEPTION
SIX MONTHS ENDED DECEMBER 31, 1998 YEAR ENDED TO (OCTOBER 9, 1997) TO
DECEMBER 31, 1999 (UNAUDITED) JUNE 30, 1999 JUNE 30, 1998 DECEMBER 31, 1999
----------------- ----------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
REVENUE $ -- $ -- $ -- $ -- $ --
EXPENSES:
Research and development 11,673 69,960 131,849 19,104 162,626
General and administrative 211,428 7,346 47,734 3,252 262,414
Interest 10,000 -- -- -- 10,000
---------------- -------------- ----------- ----------- -----------
TOTAL EXPENSES 233,101 77,306 179,583 22,356 435,040
---------------- -------------- ----------- ----------- -----------
NET LOSS $ (233,101) $ (77,306) $ (179,583) $ (22,356) $ (435,040)
================ ============== =========== =========== ===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.03) $ (0.01) $ (0.03) $ (0.00)
================ ============== =========== ===========
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 9,030,328 6,000,000 6,000,000 5,205,000
================ ============== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION (OCTOBER 9, 1997) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
COMMON STOCK
------------------------------------ ADDITIONAL COMMON STOCK
NUMBER AMOUNT PAID-IN SUBSCRIPTIONS
OF SHARES PER SHARE TOTAL CAPITAL RECEIVABLE
------------------------------------ ---------- -------------
<S> <C> <C> <C> <C> <C>
Initial Capitalization 3,480,000 $ 0.001 $ 3,480 $ - $ -
Issuance of common stock for cash
and subscriptions receivable 2,520,000 0.048 2,520 117,479 (99,000)
Contributed capital - salary - - - 22,956 -
Net loss - - - - -
--------- --------- ---------- ------------
BALANCE, JUNE 30, 1998 6,000,000 6,000 140,435 (99,000)
Payment of subscriptions receivable - - - - 99,000
Contributed capital - salary - - - 62,247 -
Net loss - - - - -
--------- --------- ---------- ------------
BALANCE, JUNE 30, 1999 6,000,000 6,000 202,682 -
Common stock issued in reorganization 3,510,000 - 3,510 (3,510) -
Common stock issued for cash 400,000 1.250 400 499,600 -
Net loss - - - - -
--------- --------- ---------- ------------
BALANCE, DECEMBER 31, 1999 9,910,000 $ 9,910 $ 698,772 $ -
========= ========= ========== ============
</TABLE>
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE TOTAL
DEVELOPMENT SHAREHOLDERS'
STAGE EQUITY
----------- -------------
<S> <C> <C>
Initial Capitalization $ - $ 3,480
Issuance of common stock for cash
and subscriptions receivable - 20,999
Contributed capital - salary - 22,956
Net loss (22,356) (22,356)
------------ -----------
BALANCE, JUNE 30, 1998 (22,356) 25,079
Payment of subscriptions receivable - 99,000
Contributed capital - salary - 62,247
Net loss (179,583) (179,583)
------------ -----------
BALANCE, JUNE 30, 1999 (201,939) 6,743
Common stock issued in reorganization - -
Common stock issued for cash - 500,000
Net loss (233,101) (233,101)
------------ -----------
BALANCE, DECEMBER 31, 1999 $ (435,040) $ 273,642
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
INCEPTION CUMULATIVE FROM
SIX MONTHS ENDED (OCTOBER 9, 1997) INCEPTION
SIX MONTHS ENDED DECEMBER 31, 1998 YEAR ENDED TO (OCTOBER 9, 1997) TO
DECEMBER 31, 1999 (UNAUDITED) JUNE 30, 1999 JUNE 30, 1998 DECEMBER 31, 1999
----------------- ----------------- ------------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (233,101) $ (77,306) $ (179,583) $ (22,356) $ (435,040)
Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation 3,293 1,188 3,122 53 6,468
Contributed capital - salary -- 56,997 62,247 26,435 88,682
(Increase) in prepaid expenses (10,272) -- -- (800) (11,072)
(Increase) decrease in deposits -- 1,500 1,500 (1,500) --
Increase in accounts payable 1,572 (10,803) 7,676 (1,451) 7,797
Increase (decrease) in accrued liabilities (5,492) 25,000 25,000 -- 19,508
--------- --------- ---------- --------- ----------
Net cash used by operating activities (244,000) (3,424) (80,038) 381 (323,657)
--------- --------- ---------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment (14,019) (10,332) (12,497) (3,120) (29,636)
Due to/from shareholder 313 (461) (3,034) (1,158) (3,879)
--------- --------- ---------- --------- ----------
Net cash used by investing activities (13,706) (10,793) (15,531) (4,278) (33,515)
--------- --------- ---------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash 500,000 21,400 99,000 21,000 620,000
--------- --------- ---------- --------- ----------
Net cash provided by financing activities 500,000 21,400 99,000 21,000 620,000
--------- --------- ---------- --------- ----------
Net increase in cash 242,294 7,183 3,431 17,103 262,828
CASH, BEGINNING OF PERIOD 20,534 17,103 17,103 -- --
--------- --------- --------- --------- ---------
CASH, END OF PERIOD $ 262,828 $ 24,286 $ 20,534 $ 17,103 $ 262,828
========= ========= ========= ========= =========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for
subscriptions receivable $ -- $ -- $ -- $ 99,000 $ 99,000
========= ========= ========= ========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 10,000 $ -- $ -- $ -- $ 10,000
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
KwikWeb.com, Inc., a Nevada corporation, was formed on October 9, 1997
to design, develop and market proprietary software that allows on-line
users to easily create and build their own customized websites using a
user friendly "point and click" format. The Company has not commenced
planned principal operations and, therefore, is considered to be in the
development stage.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of KwikWeb.com, Inc. and its wholly owned subsidiary Kwik
Web, Inc. (collectively, the "Company").
CHANGE IN FISCAL YEAR END
In December 1999, the Board of Directors approved a change of the fiscal
year end from June 30 to December 31. The consolidated statements of
operations, shareholders' equity, and cash flows are presented for the six
months ended December 31, 1999, the year ended June 30, 1999, the period
from inception (October 9, 1997) to June 30, 1998 and cumulative from
inception to December 31, 1999. For comparative purposes only, the
following table presents the condensed results of operations for the
twelve months ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1999 1998
-------------- ------------
(Unaudited)
<S> <C> <C>
Revenue $ - $ -
Expenses:
Research and development 73,272 74,705
General and administrative 252,106 11,102
Interest 10,000 -
-------------- ------------
Net loss $ (335,378) $ (85,807)
============== ============
Basic and diluted net loss
per share $ (0.04) $ (0.01)
============== ============
Basic and diluted weighted
average shares outstanding 7,514,071 5,665,574
============== ============
</TABLE>
20
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND EQUIVALENTS
Cash and equivalents consist of cash and money market funds. The carrying
value of these instruments approximates fair value. The Company has not
experienced any losses on its cash and equivalents. Balances in bank
accounts may, from time to time, exceed federally insured limits.
EQUIPMENT
Equipment is stated at cost. Depreciation is provided for by the
straight-line method over the estimated useful lives of the assets.
<TABLE>
<CAPTION>
USEFUL
LIVES DECEMBER 31, 1999 JUNE 30, 1999
----- ----------------- --------------
<S> <C> <C> <C>
Computer equipment 3 years $ 17,206 $ 8,289
Furniture & fixtures 5 years 12,431 7,329
-------------- --------------
29,637 15,618
Accumulated depreciation (6,468) (3,175)
-------------- --------------
$ 23,169 $ 12,443
============== ==============
</TABLE>
SOFTWARE DEVELOPMENT COSTS
SFAS No. 86, ACCOUNTING FOR COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED
OR OTHERWISE MARKETED, provides for the capitalization of certain software
development costs after technological feasibility of the software is
attained. No such costs have been capitalized to date because costs
incurred subsequent to reaching technological feasibility have not been
material.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and disclosures made in the accompanying notes to the financial
statements. Actual results could differ from those estimates.
RESEARCH AND DEVELOPMENT COSTS
Costs incurred in connection with research and development are charged to
operations as incurred.
21
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LONG-LIVED ASSETS
The Company will record potential impairments to its long-lived assets
when there is evidence that events or changes in circumstances have made
recovery of the asset's carryingvalue unlikely. An impairment loss would
be recognized when the sum of the expected future undiscounted net cash
flows is less than the carrying amount of the asset. The Company has
identified no such impairment losses. All of the Company's long-lived
assets are located in the United States.
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising expense for the
six months ended December 31, 1999 and the year ended June 30, 1999 was
$2,600 and $15, respectively. There was no advertising expense incurred
for the period ended June 30, 1998.
BASIC AND DILUTED NET LOSS PER SHARE
Net loss per share is calculated in accordance with SFAS No. 128, EARNINGS
PER SHARE for all periods presented. 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.
The Company has no potentially dilutive securities, options, warrants or
other rights outstanding. Therefore, basic and diluted net loss per share
are the same.
REPORTABLE OPERATING SEGMENTS
SFAS No. 131, SEGMENT INFORMATION, amends the requirements for public
enterprises to report financial and descriptive information about their
reportable operating segments. Operating segments, as defined in SFAS No.
131, are components of an enterprise for which separate financial
information is available and is evaluated regularly by a company in
deciding how to allocate resources and in assessing performance. The
financial information is required to be reported on the basis that is used
internally for evaluating segment performance. The Company operates one
business and operating segment.
22
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
RECLASSIFICATIONS
Certain prior period amounts have been classified to conform with current
year presentation and the reorganization.
2. REORGANIZATION
In August 1999, Kwik Web, Inc. and G. P. Properties, Inc. ("G. P.
Properties") agreed to merge whereby G. P. Properties issued 6,000,000
shares of common stock in exchange for all of the outstanding common
shares of Kwik Web, Inc. G. P. Properties, a public shell Nevada
corporation formed in 1989, retained all its 3,510,000 shares of common
stock. G.P. Properties had no assets, liabilities or operations and
management of Kwik Web, Inc. retained control of the merged entity.
Accordingly, Kwik Web, Inc. was deemed the accounting acquiror of G. P.
Properties. In January 2000, the Company changed its name to KwikWeb.com,
Inc.
3. SHAREHOLDERS' EQUITY
COMMON STOCK
All share amounts have been retroactively adjusted for the merger between
GP Properties, Inc. and KwikWeb, Inc.
In October 1997, the Company was initially capitalized by the issuance of
3,480,000 shares of common stock. Also in October 1997, the Company sold
1,500,000 shares of common stock for $21,000 cash and a $24,000
subscription receivable. In May 1998, the Company sold 1,020,000 shares of
common stock for a $75,000 subscription receivable. Both subscriptions
receivable were paid in 1999.
In August 1999, the Company merged with GP Properties, whose shareholders
retained their 3,510,000 shares of common stock. In September 1999, the
Company sold 400,000 shares of common stock for $500,000 cash.
4. RELATED PARTY TRANSACTIONS
The Company has made advances to the majority shareholder resulting in a
receivable balance of $3,879 and $4,192 as of December 31, 1999 and June
30, 1999, respectively. It is anticipated that the entire balance will be
repaid in 2000. The carrying amount of these advances approximates fair
value.
During the six months ended December 31, 1999, the Company received two
bridge loans from shareholders aggregating $120,000. Both loans were fully
paid off with $10,000 interest in September 1999.
23
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
5. 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.
As of December 31, 1999, the Company has a net operating loss carryforward
for federal tax purposes of $225,000 which, if unused to offset future
taxable income, will expire in years beginning in 2013.
The Company had deferred tax assets of $10,600 and $5,300 as of December
31, 1999 and June 30, 1999, respectively, relating to its net operating
losses. This deferred tax asset had a valuation allowance applied to it in
the same amount.
6. BASIC AND DILUTED LOSS PER SHARE
The following table illustrates the reconciliation of the numerators and
denominators of the basic loss per share computations (the Company has no
potentially dilative securities, options, warrants or other rights
outstanding).
<TABLE>
<CAPTION>
SIX MONTHS ENDED DECEMBER 31,
--------------------------------------- YEAR ENDED INCEPTION TO
1999 1998 JUNE 30, 1999 JUNE 30, 1998
------------------ ------------------ -------------------- --------------------
(UNAUDITED)
<S> <C> <C> <C> <C>
BASIC AND DILUTED
LOSS PER SHARE:
NUMERATOR
Net loss $ (233,101) $ (77,306) $ (179,583) $ (22,356)
------------------ ------------------ -------------------- --------------------
DENOMINATOR
Basic and diluted
weighted average
number of common
shares outstanding
during the period 9,030,328 6,000,000 6,000,000 5,205,000
------------------ ------------------ -------------------- --------------------
Basic and diluted
loss per share $ (0.03) $ (0.01) $ (0.03) $ (0.00)
================== ================== ==================== ====================
</TABLE>
24
<PAGE>
KWIKWEB.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
7. COMMITMENTS
The Company leases its principal facilities under a three-year lease
term that commenced in February 1999 and expires in 2002 at $800 per
month. In late 1999, the Company entered into a three-year lease for
additional office space at $700 per month. Annual lease commitments are
$18,000 for each of the years ending December 31, 2000 and 2001, and
$7,850 for the year ending December 31, 2002. Rent expense for the six
months ended December 31, 1999 and the year ended June 30, 1999 was
$7,600 and $3,800, respectively. There was no rent expense incurred for
the period ended June 30, 1998.
8. GOING CONCERN
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. This basis
of accounting contemplates the recovery of the Company's assets and the
satisfaction of its liabilities in the normal course of business. Since
inception, the Company has been engaged in organizational activities,
including recruiting personnel, establishing office facilities,
research and development and obtaining financing. Through December 31,
1999, the Company had incurred losses of $435,040. Successful
completion of the Company's development program and its transition to
attaining profitable operations is dependent upon obtaining financing
adequate to fulfill its research, development and market introduction
activities, and achieving a level of revenues adequate to support the
Company's cost structure. Management's plan of operations anticipates
that the cash requirements of the Company for the next twelve months
will be met by the sale of securities and future net earnings. However,
there is no assurance that the Company will be able to implement its
plan.
25
<PAGE>
ITEM 8 CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the age and position of each of KwikWeb.com's
executive officers, directors and key employees:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name Age Position
- --------------------------------------------------------------------------------
<S> <C> <C>
Richard Kaestner 47 Chief Executive Officer, President and
Director
- --------------------------------------------------------------------------------
Alex Tsakiris 42 Director
- --------------------------------------------------------------------------------
</TABLE>
Mr. Kaestner has served as Chief Executive Officer, President and as a director
of KwikWeb.com since its inception. Mr. Kaestner founded KwikWeb.com in 1997.
From 1995 to 1997, Mr. Kaestner served as President of Little Cliff Design, a
developer of interactive CD-ROM's and a builder of custom websites.
Mr. Tsakiris has served as a director of KwikWeb.com since August 1999. In
addition, he has served as a consultant for KwikWeb.com since its inception in
1997. In 1989, Mr. Tsakiris founded and served as President of MindPath
Technologies, which he sold to Proxima Corporation in 1995. Since selling
MindPath, Mr. Tsakiris has been involved with a number of companies as a private
investor and consultant.
ITEM 10 EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------ -----------------------------
<S> <C> <C>
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
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 1998 60,000 -0- -0- -0- -0- -0-
(1) 1997 -0- -0- -0- -0- -0- -0-
Eileen Sturtevant, 1999 -0- -0- -0- -0- -0- -0-
President and CEO 1998 -0- -0- -0- -0- -0- -0-
(2) 1997 -0- -0- -0- 100,000(3) -0- -0-
</TABLE>
- -------------------
(1) Mr. Kaestner has served as President and Chief Executive Officer of
KwikWeb, Inc. from its inception in October 1997 to its reorganization
with G.P. Properties in August 1999. Mr. Kaestner has served as our
President and Chief Executive Officer since its reorganization with
KwikWeb, Inc. in August 1999.
(2) Ms. Sturtevant served as our President and Chief Executive Officer
until her resignation in August 1999.
(3) In 1997, Ms. Sturtevant received 100,000 shares of Common Stock in
exchange for services rendered on our behalf. In July 1999, Ms.
Sturtevant agreed to return these shares for cancellation.
COMPENSATION OF DIRECTORS
All directors receive reimbursement for out-of-pocket expenses in attending
board of directors meetings. From time to time, we may engage certain members of
the board of directors to perform services on our behalf. In such cases, we
compensate 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,
KwikWeb.com's Certificate of Incorporation includes a provision that eliminates
the personal liability of our 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 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 law; and (ii) advance expenses, as incurred, to its
directors and officers in connection with defending a proceeding.
Our 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.
ITEM 11 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the KwikWeb.com common stock as of March 24, 2000 by (i) each of
our directors, (ii) each of our Executive Officers, (iii) each
27
<PAGE>
person who is known by us to own beneficially more than 5% of the common stock
and (iv) all directors and officers as a group.
<TABLE>
<CAPTION>
- ------------------------------------------- ----------------------------------------- -----------------------------------------
NUMBER OF SHARES OF COMMON STOCK PERCENTAGE OF COMMON STOCK BENEFICIALLY
NAME AND ADDRESS BENEFICIALLY OWNED OWNED
- ------------------------------------------- ----------------------------------------- -----------------------------------------
<S> <C> <C>
Richard Kaestner(1) 3,480,000 35.1%
- ------------------------------------------- ----------------------------------------- -----------------------------------------
Alex Tsiarkis(1) 2,520,000 25.4%
- ------------------------------------------- ----------------------------------------- -----------------------------------------
H. Page Howe(2) 1,579,500 15.9%
- ------------------------------------------- ----------------------------------------- -----------------------------------------
All directors and executives as a group
(3 persons) 7,579,500 76.5%
- ------------------------------------------- ----------------------------------------- -----------------------------------------
</TABLE>
(1) The address is 2155 Newcastle Avenue, Cardiff, CA 92007.
(2) The address is 2163 Newcastle Avenue, Cardiff, CA 92007.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
KwikWeb.com received two bridge loans from shareholders in the amounts of
$20,000 and $100,000. Both loans were repaid in full, including interest of
$10,000 on the $100,000 loan, in September 1999.
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 KwikWeb, Inc. (1)
3.1 Articles of Incorporation (2)
3.2 Bylaws (2)
10.1 Agreement with Worldgate Communications, Inc. dated
September 22, 1998 (3)
21.1 Subsidiaries of the Company (3)
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.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1999 (File No 0-25433), incorporated herein by
reference.
(b) Reports on form 8-K
28
<PAGE>
On November 23, 1999, we filed an amendment to our current report on
Form 8-K to include the historical and pro forma financial statements from our
reorganization with KwikWeb, Inc. The Form 8-K/A contained KwikWeb, Inc.'s
historical balance sheet as of December 31, 1998 and statements of income,
shareholders' equity and cash flow for the year ended December 31, 1998, for the
period from inception (October 9, 1997) to December 31, 1997 and cumulative from
inception (October 9, 1997) to December 31, 1997. The Form 8-K/A also included
the pro forma statements of operations for the year ended December 31, 1998 and
for the nine months ended September 30, 1999.
SIGNATURES
In accordance with 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.
KWIKWEB.COM, INC.
By: /s/ Richard Kaestner
-------------------------------------
Richard Kaestner
President and Chief Executive Officer
In accordance with the Exchange Act, this report has 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 April 10, 2000
- ------------------------------- Director (principal executive and financial
Richard Kaestner officer)
/s/ Alex Tsakiris Director April 10, 2000
- -------------------------------
Alex Tsakiris
</TABLE>
29
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 JUN-30-1999
<PERIOD-START> JUL-01-1999 JUL-01-1998
<PERIOD-END> DEC-31-1999 JUN-30-1999
<CASH> 262,828 20,534
<SECURITIES> 0 0
<RECEIVABLES> 3,879 4,192
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 277,778 25,526
<PP&E> 29,637 15,618
<DEPRECIATION> (6,468) (3,175)
<TOTAL-ASSETS> 300,947 37,969
<CURRENT-LIABILITIES> 27,305 31,226
<BONDS> 0 0
0 0
0 0
<COMMON> 9,910 6,000
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 300,947 37,969
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 223,101 179,583
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 10,000 0
<INCOME-PRETAX> (233,101) (179,583)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (233,101) (179,583)
<EPS-BASIC> (.03) (.03)
<EPS-DILUTED> (.03) (.03)
</TABLE>
