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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 June 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 June 30, 2000 was 28,772,538 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
June 30, December 31,
2000 1999
Assets
Current
Cash $ 127,239 $ 21,277
Sundry assets 16,021 7,166
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143,260 28,443
Capital assets, net 22,899 -
Patents and Trademarks 35,801 2,327
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$ 201,960 $ 30,770
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Liabilities
Current
Accounts payable and accrued
liabilities $ 302,111 $ 173,108
Loan payable, shareholders and
officer, non-interest bearing
and due on demand 40,000 58,567
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342,111 231,675
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Shareholders' Deficiency
Special shares, no par value, unlimited
shares authorized, 700,000 shares
issued and outstanding - -
Common shares, $.001 par value,
50,000,000 shares authorized,
28,772,538 shares issued and
outstanding 28,002 28,002
Additional paid-in capital 1,853,965 778,575
(Deficit) accumulated during
development stage (2,022,118) (1,007,482
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(140,151) (200,905)
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$ 201,960 $ 30,770
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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
Six Month Six Month Audited
Period Ended Period Ended Year Ended
June 30, June 30, December 31,
2000 1999 1999
Expenses
Development costs $ 584,256 $ 373,110 $ 348,457
Professional fees 128,027 62,371 167,100
Consulting fees 88,483 31,500 207,792
Office, travel and general 196,805 11,635 127,094
Directors fees 14,587 4,100 4,100
Amortization 2,478 - -
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Net loss $ (1,014,636) $ (482,716) $ (854,543)
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Loss per share information:
Basic $ (0.04) $ (0.02) $ (0.03)
Diluted (0.03) - (0.03)
Weighted average number
of shares outstanding 28,644,205 23,890,728 26,519,481
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Environmental Solutions Worldwide, Inc.
(formerly BBC Stock Market, Inc.)
(A Development Stage Company)
Interim Consolidated Statement of Change in Shareholders' Deficiency
(U.S. Dollars)
For the Six Month Ended June 30, 2000
(unaudited)
Deficit
Accumlated
Additional During
Common Share Paid-In Development
Activity Shares Amount Capital Stage Total
Balance,
12-31-1999 28,002,538 $28,002 $ 778,575 $(1,007,482)$ (200,905)
Loss for the period - - - (1,014,636)(1,014,636)
Shares issued
for cash 720,000 - 1,000,390 - 1,000,390
Shares issued for
services 50,000 - 75,000 - 75,000
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28,772,538 $28,002 $1,853,965 $(2,022,118)$ (140,151)
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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
Six Month Audited Six Month
Period Ended Year Ended Period Ended
June 30, December 31, June 30,
2000 1999
Net loss $ (1,014,636) $ (854,543) $ (482,716)
Adjustment to reconcile net
loss to net cash provided by
(used in) operating activities:
Issuance of options 130,121 - -
Amortization 2,478 - -
Shares issued for services 75,000 -
Changes in assets and liabilities
Increase in sundry asset (8,860) (7,166) -
(Decrease) increase in
accounts payable (1,118) - 190,800
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Net cash provided by (used in)
operating activities (817,015) (690,540) (291,916)
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Cash flows from investing activities:
Costs of patents and trademarks (33,474) - -
Acquisition of capital assets (25,372) - -
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(58,846) - -
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Cash flows from financing activities:
Issue of common shares, net of
Issuance costs 1,000,390 653,250 653,250
(Decrease) increase in loan
payable (18,567) 58,567 18,567
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981,823 711,817 671,817
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Increase in cash during the
period 105,962 21,277 379,901
Cash and cash equivalents at
beginning of period 21,277 - -
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Cash and cash equivalents at
end of period $ 127,239 $ 21,277 $ 379,901
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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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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 JUNE 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 six month period ended June 30, 2000 the Company's cash
and cash equivalents increased by $105,962 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 $817,015, $58,846 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 August, 2000.
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.
(the "Registrant")
BY: /s/ Bengt G. Odner
Bengt G. Odner, Chief Executive Officer
