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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 September 30, 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 Shields Court
Unit #3
Markham, Ontario
Canada L3R 9W7
(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 September 30, 2000 was 29,302,538 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
September 30, December 31,
2000 1999
------------ ------------
ASSETS
Current
Cash $ 31,725 $ 21,277
Sundry asset 23,167 7,166
------------ ------------
54,892 28,443
Capital assets, net 21,626 -
Patents 4 43,899 2,327
------------ ------------
$ 120,417 $ 30,770
============ ============
LIABILITIES
Current
Accounts payable and accrued
liabilities $ 286,763 $ 173,108
Loan payable, shareholders and
officer, non-interests bearing
and due on demand 70,000 58,567
------------ ------------
356,763 231,675
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SHAREHOLDERS' DEFICIENCY
Special shares, no par value,
unlimited shares authorized,
700,000 shares issued and
outstanding - -
Common shares, $.001 par value,
50,000,000 shares authorized,
29,302,538 shares issued and
outstanding 29,303 28,002
Additional paid-in capital 2,573,728 778,575
(Deficit) accumulated during
development stage (2,839,377) (1,007,482)
------------ ------------
(236,346) (200,905)
------------ ------------
$ 120,417 $ 30,770
============ ============
Approved by the Board: Bengt G. Odner
President and Director
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 Unaudited
Nine Month Nine Month Audited
Period Ended Period Ended Year Ended
September 30, September 30, December 31,
2000 1999 1999
EXPENSES
Development costs $ 1,227,517 $ 405,659 $ 438,457
Professional fees 123,555 104,920 167,100
Consulting fees 163,089 31,500 207,792
Office, travel
and general 303,858 53,940 127,094
Director fees 10,125 4,100 4,100
Amortization 3,751 - -
------------ ---------- ----------
NET LOSS $(1,831,895) $ (600,119) $ (854,543)
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Loss per share
information:
Basic $ (0.063) $ (0.02) $ (0.03)
Diluted (0.062) (0.02) (0.03)
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Weighted average number
of shares outstanding 28,870,872 25,154,653 26,519,481
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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' Deficiency
(U.S. Dollars)
For the Nine Month Period Ended September 30, 2000
(unaudited)
Deficit
Additional Accumulated
Common Share Paid-In During Develop-
Share Amount Capital ment Stage Total
Balance,
12/31/99 28,002,538 $ 28,002 $ 778,575 $ (1,007,482) $ (200,905)
Loss for the
period - - - (1,831,895) (1,851,895)
Shares issued
for cash 720,000 - 1,000,390 - 1,000,390
Shares issued for
service 580,000 1,301 794,763 - 796,064
---------- -------- ----------- ------------ ------------
29,302,538 $ 29,303 $ 2,573,728 $ (2,839,377) $ (236,346)
========== ======== =========== ============ ============
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 Unaudited
Nine Month Audited Nine Month
Period Ended Year Ended Period Ended
September 30, December 31, September 30,
2000 1999 1999
Net loss $ (1,831,895) $ (854,543) $ (600,119)
Adjustment to reconcile
net loss to net cash
provided by (used in)
operating activities:
Issuance of compensation
options 754,379 - -
Amortization 3,751 - -
Shares issued for
services 75,000 - -
Changes in assets and
liabilities
Increase in sundry asset (16,001) (7,166)
(Decrease) increase in
accounts payable 80,340 171,169 59,771
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Net cash provided by
(used in) operating
activities (934,426) (690,540) (450,348)
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Cash flows from investing
activities:
Costs of patents (41,572) - -
Acquisition of capital
assets (25,377) - -
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(66,949) - -
------------ ---------- ----------
Cash flows from financing
activities:
Issue of common shares,
net of
Issuance costs 1,000,390 653,250 653,250
Increase in loan payable 11,433 58,567 18,576
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1,011,823 711,817 671,826
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Increase (decrease) in
cash during the period 10,448 21,277 131,478
Cash and cash equivalents
at beginning of period 21,277 - -
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Cash and cash equivalents
at end of period $ 31,725 $ 21,277 $ 131,478
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Supplemental disclosures
Non-cash investing and
financing activities
Conversion of accounts
payable into equity $ - $ 150,000 $ 150,000
Acquisition of BBL - 2,327 2,327
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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 and the Canadian and U.S. patents on the
Company's spark plug 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 six 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.
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LIQUIDITY AND CAPITAL RESOURCES
QUARTER ENDED SEPTEMBER 30, 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
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 719,416 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 nine month period ended September 30, 2000 the Company's
cash and cash equivalents increased by $10,448 comprised an increase of
$1,000,000 for the issuance of restricted shares of common stock and the
increase in advance from related parties of $11,433 which was offset by
cash used in operating activities and financing activities of $934,426
and $66,949 respectively.
PART II
ITEM 4.
On September 12, 2000, the Company held its annual meeting of
shareholders. At the meeting two matters were submitted to shareholders.
The first was the election of directors. Bengt Odner, Mark Nicole and
David Johnson were elected to the Board of Directors. The second matter
was the selection of Daren, Martenfeld, Carr, Testa and Company LLP, as
independent auditors to make an examination of the financial statements
of the Company for the year ending December 31, 2000. Both these matters
passed by a majority of votes cast.
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EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
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 10th day of November, 2000.
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(the "Registrant")
BY: /s/ Bengt G. Odner
Bengt G. Odner, President
