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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-QSB
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: __________ to ___________.
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Commission file number 000-30392
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ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(Exact name of Registrant as specified in its charter.)
Florida N/A
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
250 Sheilds Court
Unit #3
Markham, Ontario
Canada L4B 1B9
(Address of principal executive offices, including zip code.)
(905) 947-9923
Registrant's telephone number, including area code.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES [ x ] NO [ ]
The number of shares outstanding of the Registrant's Common Stock, $0.01
par value per share, at May 11, 2000 was 28,002,538 shares.
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Environmental Solutions Worldwide, Inc.
(formerly BBC Stock Market, Inc.)
(A Development Stage Company)
Interim Consolidated Balance Sheet
(U.S. Dollars)
(Unaudited)
Unaudited Audited
March 31, December 31,
2000 1999
Assets
Current
Cash $ 476,249 $ 21,277
Sundry asset 7,166 7,166
------------ ------------
483,415 28,443
Capital assets, net 24,104 -
Patented Technology 4 2,327 2,327
------------ ------------
$ 509,846 $ 30,770
============ ============
Liabilities
Current
Accounts payable $ 127,399 $ 173,108
Loan payable, shareholders and
officer, non-interest bearing
and due on demand 40,000 58,567
------------ -------------
167,399 231,675
------------ -------------
Shareholders' Equity
Special shares, no par value,
unlimited shares authorized,
700,000 shares issued and
outstanding - -
Common shares, $.001 par value,
50,000,000 shares authorized,
28,772,538 shares issued and
outstanding 28,002 28,002
Additional paid-in capital 1,853,965 778,575
(Deficit) accumulated during
development stage (1,539,520) (1,007,482)
------------ -------------
342,447 (200,905)
------------ -------------
$ 509,846 $ 30,770
============ =============
2
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Environmental Solutions Worldwide, Inc.
(formerly BBC Stock Market, Inc.)
(A Development Stage Company)
Interim Consolidated Statement of Operations
(U.S. Dollars)
Unaudited Unaudited
Three Month Three Month Audited
Period Ended Period Ended Year Ended
March 31, March 31, December
2000 1999 31, 1999
Expenses
Development costs $ 362,213 $ 80,000 $ 348,457
Professional fees 109,881 - 167,100
Consulting fees 26,711 - 207,792
Office and general 31,965 - 127,094
Director fees - - 4,100
Amortization 1,268 - -
---------- --------- ----------
Net Loss $ (532,038) $ 80,000 $ (854,543)
========== ========= ==========
Loss per share information:
Basic $ (0.02) $ (0.08) $ (0.03)
Diluted (0.02) (0.08) (0.03)
---------- --------- ----------
Weighted average number of
shares outstanding 28,412,539 1,000,000 26,519,481
========== ========= ==========
3
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Environmental Solutions Worldwide, Inc.
(formerly BBC Stock Market, Inc.)
(A Development Stage Company)
Interim Consolidated Statement of Changes in Shareholders' Equity
(U.S. Dollars)
For the Three Month Period Ended March 31, 2000
(Unaudited)
Deficit
Accumulated
Additional During
Common Share Paid-in Development
Activity Share Amount Capital Stage Total
Balance,
12/31/99 28,002,538 $ 28,002 $ 778,575 $ (1,007,482) $ (530,770)
Loss for the
period - - - (532,038) (532,038)
Shares issued
for cash 720,000 - 1,000,390 - 1,000,390
Shares issued
for Services 50,000 - 75,000 - 75,000
---------- -------- ----------- ----------- -----------
28,772,538 $ 28,002 $ 1,853,965 $(1,539,520) $ 342,447
========== ======== =========== =========== ===========
4
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Environmental Solutions Worldwide, Inc.
(formerly BBC Stock Market, Inc.)
(A Development Stage Company)
Interim Consolidated Statement of Cash Flows
(U.S. Dollars)
Unaudited Unaudited
Three Month Three Month Audited
Period Ended Period Ended Year Ended
March 31, March 31, December
2000 1999 31, 1999
Net loss $ (532,038) $ (854,543) $ 80,000
Adjustment to reconcile net
loss to net cash provided by
(used in) operating activities:
Amortization 1,268 - -
Shares issued for services 75,000 - -
Changes in assets and liabilities
Increase in sundry asset
(Decrease) increase in accounts
payable (45,709) (7,166) -
---------- ---------- --------
Net cash provided by (used in)
operating activities (501,479) (690,540) -
---------- ---------- --------
Cash flows from investing
activities:
Acquisition of capital
assets (25,372) - -
---------- ---------- --------
Cash flows from financing
activities:
Issue of common shares,
net of issuance costs 1,000,390 653,250 80,000
Increase in loan payable (18,567) 58,567 -
---------- ---------- --------
981,823 711,817 -
---------- ---------- --------
Increase in cash during
the period 454,972 21,277 -
Cash and cash equivalents at
beginning of period 21,277 - -
---------- ---------- --------
Cash and cash equivalents at
end of period $ 476,249 $ 21,277 $ -
========== ========== ========
Supplemental disclosures
Non-cash investing and
financing activities
Conversion of accounts
payable into equity $ - $ 150,000 $ -
Acquisition of BBL - 2,327 -
========== ========== ========
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
Plan of Operation
The Company is a development stage enterprise. It has not generated
any revenues from operations during the last two years. Accordingly,
there are no meaningful comparisons with operating results from prior
periods.
The BBL Acquisition
On January 29, 1999, the Company acquired 100% of the common shares
of BBL Technologies, Inc., an Ontario, Canada corporation, by issuing
11,048,000 common shares. BBL holds the Canadian patent to the Company's
catalytic converter technology. The Company acquired BBL in order to
develop the technology into a commercial product.
The Company owns the only shares with voting and participating
rights in BBL. The original holder of the patented technology, Next
Catalytic Converter Corporation ("NCCC"), an Ontario, Canada corporation,
which is related to BBL due to common shareholders, transferred the
technology to BBL on December 14, 1998 in return for 700,000 special
shares with a fixed value of $453,900 which are non-voting,
non-participating and are redeemable only at the discretion of BBL. For
accounting purposes, no value is attributed to those shares.
The acquisition has been accounted for by using the purchase method
of accounting. In determining the value of the purchase of BBL, it is
appropriate to use the quoted market price of the shares of the Company
at the time of acquisition if the shares reflected the fair value of the
Company. As the Company was a "shell company" at the time of acquisition,
the fair value of the Company was nominal and thus the use of the market
value of the shares of the Company in determining the purchase price
would not be appropriate. As a result, the purchase price was determined
based upon the fair value of the net assets of BBL, comprised of the
patented technology. Since the technology was acquired in a non-arm's
length transaction between BBL and NCCC, the original cost of the
patented technology, as determined by NCCC, of $2,321, is deemed to be
the acquisition price.
The Company's business plan calls for expenditures of approximately
$1,000,000 over the next twelve months, and the catalytic converter
technology is expected to reach the point of commercial viability on or
prior to the end of nine months. Other than as discussed herein or in
connection with the development of its existing products, the Company
does not anticipate any additional product research or development; any
purchase or sale of plant and significant equipment; or any significant
changes in the number of employees.
LIQUIDITY AND CAPITAL RESOURCES
QUARTER ENDED MARCH 31, 2000
The Company has no present source of revenue, and does not
anticipate generating any revenues until the catalytic converter
technology is developed to the point of commercial viability. The
Company believes that this commercial viability will occur on or before
the end of 2000, but there is no assurance that such commercial viability
will not be delayed, or that such commercial viability will ever be
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attained. Accordingly, the successful completion of the sale of equity
securities and/or other financing will be essential for the Company to
continue in operation until such time as the Company will be able to
generate revenue.
In January 2000, the Company sold 720,000 shares of its common stock
to two persons in consideration of $1,000,000. The sales were made
pursuant to Section 4(2) of the Securities Act of 1933 (the "Act"). No
commissions were paid in connection with the sale.
The Company continues to deplete its current cash resources, and
does not presently have the funds to fully develop its technology and
sustain the Company until its operating cash flow is positive. The
Company presently expects to raise additional money through the sale of
its securities. However, there is no assurance that the Company will be
successful in raising additional capital.
If the Company is unable to secure the required financing, it may be
forced to take steps to curtail its expenses, such as reducing its staff
or its research and development efforts. Any such action, however, may
result in an inability to develop the catalytic converter technology to
the point of commercial viability. In such event, the Company may be
forced to cease operations.
During the three month period ended March 31, 2000 the Company's
cash and cash equivalents increased by $454,972 comprised an increase of
$1,000,000 for the issuance of restricted shares of common stock and
offset by cash used in operating activities, investing activities and
financing activities of $501,479, $25,372 and $18,567 respectively.
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated this 12th day of May, 2000.
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(the "Registrant")
BY: /s/ Bengt G. Odner
Bengt G. Odner, Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at March 31, 2000 (Unaudited)
and the Consolidated Statement of Income for the three months ended March
31, 2000 (Unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 476,249
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 483,415
<PP&E> 25,372
<DEPRECIATION> 1,268
<TOTAL-ASSETS> 509,846
<CURRENT-LIABILITIES> 167,399
<BONDS> 0
0
0
<COMMON> 1,881,967
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 509,846
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 532,038
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (532,038)
<INCOME-TAX> 0
<INCOME-CONTINUING> (532,038)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (532,038)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
