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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 3 TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
I/OMAGIC CORPORATION
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(Name of Small Business Issuer in its charter)
Nevada 86-0359523
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(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
6 Autry, Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
(949) 727-7466
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(Issuer's Telephone Number, Including Area Code)
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 None
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Securities to be registered pursuant to section 12(g)of the Act:
Common Stock, par value $.001
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(Title of Class)
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT
1. FORM AND YEAR OF ORGANIZATION
I/OMagic Corporation, a California corporation ("I/OMagic
California") was incorporated under the laws of the State of California on
September 30, 1993. I/OMagic offers products in both the personal computer
and the consumer electronics marketplace. These products include a variety of
peripheral upgrades for desktop and portable applications. I/OMagic's
customers include many of the largest North American personal computer mass
merchants and consumer electronic retailers, including, but not limited to,
Comp USA, Inc., Circuit City and OfficeMax.
The Company is currently subject to the reporting requirements of
the Securities Exchange Act of 1934. The Company intends to file its first
Form 10Q no later than 45 days from November 8, 1999. The public may read and
copy any materials filed by the Company with the Securities Exchange
Commission ("SEC") at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Sec at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC (including the Company) at http://www.sec.gov.
2. ACQUISITION AGREEMENT
I/OMagic California entered into a Plan of Exchange and Acquisition
Agreement (the "Acquisition Agreement") with Silvercrest International, Inc., a
Nevada corporation ("Silvercrest") on March 18, 1996. Pursuant to the
Acquisition Agreement, Silvercrest issued 6,570,583 shares of common stock in
exchange for 6,570,583 shares of common stock of I/OMagic California, which
constituted 100% of the issued and outstanding shares of I/OMagic California.
Prior to the execution of the Acquisition Agreement, Silvercrest was a public
company with dormant operations. Silvercrest's common stock was listed on the
Over-The-Counter Bulletin Board market as of March 1, 1996. Silvercrest changed
its name to I/OMagic Corporation, a Nevada corporation, on March 20, 1996.
Effective as of the date of the Acquisition Agreement, the board of directors of
Silvercrest resigned and I/OMagic's directors were appointed as the new Board of
Directors. As a result of the acquisition, I/OMagic California, became a
wholly-owned subsidiary of I/OMagic Corporation, a Nevada corporation. I/OMagic
is traded publicly on the Over-The-Counter Bulletin Board ("OTC Bulletin Board")
under the symbol "IOMC". Many large brokerage firms do not make a market or
otherwise solicit orders for shares trading on the OTC Bulletin Board. As a
result of the Company trading on the OTC Bulletin Board, investors may
experience difficulty in liquidating some or all of their investment in the
stock market.
Unless otherwise indicated, all references to the "Company" and
I/OMagic include the operations and business of I/OMagic Corporation, a Nevada
corporation, and I/OMagic Corporation, a California corporation.
B. BUSINESS OF ISSUER
1. PRINCIPAL PRODUCTS AND THEIR MARKETS
I/OMagic offers products in both the personal computer and the consumer
electronics marketplace. These products include a variety of peripheral upgrades
for desktop and portable applications. I/OMagic's customers include many of the
largest North American personal computer mass merchants and consumer electronic
retailers, including, but not limited to, Comp USA, Inc., Circuit City and
OfficeMax.
The Company's product mix is constantly adjusted to reflect current
market conditions. Currently, the Company' s products include: CD ROM drives,
CD-Read/Write drives, DVD drives, audio cards, video display cards, modems,
video conferencing cameras, and other peripheral accessories. The Company's
strategy is to constantly monitor market demand and to update its product mix to
reflect after-market conditions. I/OMagic's key suppliers constitute a
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number of high volume computer peripheral manufacturers. Two key suppliers of
the Company are also large shareholders of the Company. I/OMagic believes
that it is provided extended interest free trade credit, favorable pricing
and early access to key technologies.
a. OPTICAL STORAGE DRIVES
Approximately 50% of the Company's gross revenues generated from
January 1, 1999 through September 30, 1999 were generated through the sale of a
variety of CD ROM drives. These drives include CD-Rom playback, CD
Readable/Writable ("CDRW") and DVD Playback for DVD format movies and other
applications. The primary function of all of these products is to provide an
interface between reading (playback) and writing (storing) various data formats
that are interfaced with both desktop and portable computer architecture. These
products are sold throughout North America to virtually all of the Company's
customers. This market segment tends to constantly shift toward greater speed
and functionality. The Company believes that this shift has historically been
created due to market opportunities as consumers constantly search for the most
advanced features and standards available.
b. AUDIO PERIPHERAL UPGRADE CARDS
Approximately 7% of the Company's gross revenues during the first
nine months of calendar 1999 were generated through the sale of its audio
peripheral upgrade cards. I/OMagic developed the Tempo PC Card, which was
launched during the fourth quarter of 1993 as one of the first Personal
Computer Memory Card Industry Association ("PCMCIA") audio peripheral upgrade
cards to provide audio upgrade functionality for the portable marketplace.
While this product was discontinued due to technical obsolescence, the
Company changed its marketplace position by introducing a variety of
peripheral audio cards for desktop applications to address specific
marketplace demands, including computer games, business applications and
other audio applications. The Company's audio product mix provides a range of
technologies based upon specifications geared too the specific application.
These applications include the basic standard video conferencing application
to a full range of audio intensive gaming features.
c. VIDEO PERIPHERAL UPGRADE CARDS
Approximately 16% of the Company's gross revenues during the first nine
months of calendar 1999 were generated through the sale of its video peripheral
upgrade cards and solutions (e.g. video capture cameras). I/OMagic developed the
Focus Video Capture Card, which was launched during the first quarter of 1994 as
one of the first PCMCIA video capture cards to address the portable computer
market. While this product was eventually discontinued due to technical
obsolescence, the Company changed its marketplace position by offering a variety
of video display cards addressing the business and gaming market segments. The
Company's product mix currently includes three different video cards addressing
the various technological needs of the end user. In addition, the Company
markets MagicVision which is a camera intended to facilitate video conferencing
and other applications that provide video capture capabilities.
d. MODEMS, FLOPPY DISK DRIVES, SCANNERS,
KEYBOARDS AND OTHER PERIPHERALS
The balance of the Company's gross revenues during the first nine
months of calendar 1999 (approximately 27%) were generated through the sale of a
variety of products including modems, floppy disk drives, scanners, keyboards
and other peripherals. As of the date of this filing, the Company is one of the
first distributors of scanners designed specifically for portable computers by
the name of MobileScan. The composition of this product mix varies according to
market demands.
The Company believes that its primary strategic advantage is its
ability to expeditiously identify and adjust to an ever-evolving marketplace.
This ability was evidenced in its quick adjustment to changes in the CD ROM and
the video and audio card markets from 1993-1999. As retail mass merchants
consolidate, the Company believes that its ability to offer a wide assortment of
peripheral products addressing current technological needs provides it with a
competitive advantage. As noted more fully below, the Company's major
shareholders provide substantial manufacturing capacity based in Asia in a
majority of its product lines.
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e. INDUSTRY OVERVIEW
The Company believes that the recent emergence of the Internet,
coupled with the ready availability of basic, low priced personal computers
and personal device applications ("PDA") provides consumers with the platform
to technologically improve utilizing, among other things, the products
provided by the Company. In the aggregate, the Company's product mix focuses
upon the enhancement of the functionality of personal computers.
The lower priced personal computers ("PC") market had a substantial
impact on the U.S. consumer segment, as 50 percent of all U.S. households had
a PC in 1998, according to DataQuest, Inc. The PC industry has made great
strides into the home market. In 1995, just 27 percent of U.S. households had
a PC. The PC industry received a boost in the second quarter of 1999 as
worldwide PC shipments grew 26.4 percent over the second quarter of 1998,
primarily because of lower system prices, economic recovery, and the
Internet, according to DataQuest, Inc.
In 2003, the portable computer market is projected to generate
$99.91 billion in worldwide revenues (Frost & Sullivan, Report 5680-71,
Publication Date: June 1997). The total revenues for the market for portable
computers, pen computers, palmtops, peripherals, and PC Cards (the "portables
market") was $33.52 billion in 1996.
2. DISTRIBUTION METHODS
a. MANUFACTURING
All of the Company's products are manufactured in Asia. Two of the
Company's major shareholders, Behavioral Technology Corporation ("BTC") and
Lung Hwa Electronics ("Lung Hwa") provide in excess of 60% of the Company's
current product mix. The combined capacity of these manufacturers is well in
excess of the current needs of the Company. Both of these manufacturers also
expend substantial sums in research and development of new computer
peripheral products. All products distributed by the Company are subject to a
minimum warranty of one year to repair or replace the product. This warranty
is provided by the manufacturer of the product.
BTC has provided a credit line in the amount of $5 million,
non-interest bearing over the initial sixty days, subordinated to any
institutional financing. As of the date of this filing, $531,399 has been
borrowed under this credit line. As of the date of this filing, the Company
has not entered into any institutional debt financing.
Lung Hwa has provided a credit line in the amount of $2 million,
non-interest bearing over the initial sixty days. Both BTC and Lung Hwa have
not encumbered any assets of the Company in connection with the foregoing
credit lines. As of the date of this filing, the balance of the Lung Hwa
credit line is $500,000.
I/OMagic provides less than 10% of the aggregate revenues of each
BTC and Lung Hwa.
b. DISTRIBUTION
Most of the Company's products are shipped directly from the Asian
manufacturer to the Company's warehouse facility in Irvine, California. The
Company is responsible for the shipping costs. These products are then shipped
either directly to the customer's retail location or to centralized distribution
centers, where they are then allocated by the customer. These shipments are made
through commercial common carriers such as United Parcel Service or Federal
Express. Most product sales are currently conducted through purchase orders
placed by large retail customers. The Company has a variety of agreements with a
number of these retailers. These agreements include terms related to pricing and
orders, advertising and marketing, returns and rebates, as applicable. These
agreements are considered industry standard and are not issued by all retailers.
The Company believes that it has the opportunity to build strategic alliances
with these and other channels. These retail customers include Micro Center,
Fry's Electronics, Circuit City, COMPUSA, OfficeMax, ABC Warehouse, Navy
Exchange Service Command, PC Mall, and Midwest Micro.
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The Company has completed the initial development of two web sites
(both of which are currently fully operational): (a) www.magicbuys.com ;and
(b)www.I/O Magic.com. www.magicbuys.com is an electronic commerce internet
site which offers various products distributed by the Company. The product
mix set forth in the web site is adjusted from time to time to address
perceived market demands and trends. www.I/OMagic.com is the Company's
"flagship" web site which generally describes the capabilities and business
of the Company and directs internet traffic to www.magicbuys if a consumer is
interested in acquiring products distributed by the Company.. The Company
intends that its electronic commerce facility will provide a wide variety of
peripheral applications and brands. The Company has retained Credit Card
Services, Inc. to insure the encryption and security of all credit card data
transmitted in connection with its e commerce site.
The Company expended approximately $50,000 in developing these two
web sites. It does not anticipate expending marketing funds focused
exclusively upon the web sites as of the date of this filing. The Company
will continue to expend funds in its general marketing and sales programs to
promote its various product lines.
3. STATUS OF NEW PRODUCTS.
The Company continuously consults with its major retail customers to
identify market trends and developments. This information may include
customer preferences and technological developments which may require a
peripheral product which compliments the Company's existing product line.
Once the Company identifies such a development or trend, the Company consults
with its Asian manufacturers to determine the technical feasibility of
manufacturing a particular technology. The feasibility is then considered in
conjunction with the particular pricing structure which the Company's
customers believe will sell in the retail marketplace. The Company is
currently focusing upon the following market trends:
a. OPTICAL STORAGE DRIVES
The Company anticipates the continued release of higher performance
CD ROM drives incorporating improved functionality. For example, the Company
anticipates during the next 12 months that it will introduce faster DVD
drives with multiple functionality. During this same period, the Company
further intends to release CD read/writable drives capable of writing and
rewriting at an accelerated pace relative to currently available technology.
There is no assurance that the Company will be successful in achieving the
foregoing introduction of products. Further, there is no assurance that in
the event the Company does introduce such technologies that revenues will be
generated from such introductions.
b. AUDIO PERIPHERAL UPGRADE CARDS AND SOLUTIONS
During the 15 month period commencing September 30, 1999 the Company
plans to introduce audio cards supportive of the Dolby digital (AC-3)
standard. This is the standard which has been established for many DVD movie
titles for decoding the five channel audio signal generated by such movies.
The Company believes that this standard will eventually also be adopted by
the game software industry. During this same 15 month period, the Company
intends to: (i) introduce a line of speaker systems that integrate the
functionality of audio cards into the speaker, thereby eliminating the need
for a separate audio card and (ii) introduce MP-3 players allowing end-users
to digitally record audio data over the Internet, such as music titles. There
is no assurance that the Company will be successful in achieving the
foregoing introduction of products. Further, there is no assurance that in
the event the Company does introduce such technologies that revenues will be
generated from such introductions.
c. VIDEO PERIPHERAL UPGRADE CARDS AND SOLUTIONS
During the 15 month period commencing September 30, 1999 the Company
intends to introduce a line of digital "still-shot" cameras providing the
transportation of images from a camera to a computer. During this same 15
month period the Company intends to introduce a number of video display cards
addressing specific marketplace demands. In June, 1999 the Company introduced
a 32 megabyte video display card providing increased speed, resolution and
color depth. There is no assurance that the Company will be successful in
achieving the foregoing introduction of products. Further, there is no
assurance that in the event the Company does introduce such technologies that
revenues will be generated from such introductions.
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4. COMPETITION
In general, there are three key competitive factors which impact
upon the success of personal computer peripheral distribution companies: (i)
time to market; (ii) product value and technology and (iii) market
penetration typically measured by retail "shelf-space" and after sales
service.
(i) TIME TO MARKET.
Consumer demand for particular peripheral upgrade products is
constantly changing. As a result, it is critical that the Company be capable
of quickly addressing this demand. The Company does this in two ways: (a) it
monitors technological developments in the marketplace by consulting with its
retail customers and (b) it then provides this information to its Asian
suppliers. The Company then places multiple orders each month with its Asian
suppliers, thereby assuring that there is a continuous distribution channel
comprised of products reflecting products ordered by its American retail
customers.
(ii) PRODUCT VALUE AND TECHNOLOGY
The Company focuses upon this competitive factor by positioning its
products as an affordable alternative to what the market perceives as the "tier
one" brands such as Creative Labs and S3, Inc. The Company's products are
typically priced below the competing product distributed by Creative Labs and
S3, Inc., while still containing the same basic functionality and
specifications. The Company believes that this provides consumers with product
value, while still sustaining the technology contained in more expensive brand
names. While the Company's marketplace is clearly extremely price sensitive,
there are certain technological specifications which advanced applications such
as video and audio cards for internet applications require in order to achieve a
necessary level of functionality. These technological requirements typically
assure that there is a floor to pricing in the Company's marketplace.
(iii) MARKET PENETRATION AND AFTER SALES SERVICE
1999 has been a break-through year for the Company, allowing its
product "sell-through" at the retail level to provide increasing access to
shelf-space at major consumer outlets throughout North America. This provides
the Company with an expanded presence at these outlets, thereby potentially
improving brand awareness among consumers. The Company has eight employees
dedicated to providing after sales services primarily over the telephone, such
as technical assistance and return and warranty policy information.
As noted above, the Company currently maintains a broad range of
peripheral upgrades for desktop and portable applications. The Company believes
that providing this extensive vertical product mix improves its ability to
maintain critical shelf space at its major retail customers. While a number of
the competitors discussed in this section sell a portion of the Company's
product mix (and clearly, collectively, all of these competitors sell all of the
products sold by the Company), the Company is not aware of any competitor which
provides the broad range of peripheral upgrades currently offered by the
Company.
The Company's competitors include virtually all hardware multi-media
firms selling into North American retail channels. These companies include
Creative Labs (NASDAQ: CREAK) with sales mainly in CD-ROMS, DVD and Sound
Cards and speakers; Haulage (NASDAQ: HAUP) sales mainly in Multimedia cards;
3Com (NASDAQ: COMS) sales mainly in card LAN; Xircom (NASDAQ: XIRC) sales
mainly in Notebook Netrade Solutions; 3 DFX (NASDAQ: TDFX) sales mainly in
Graphics cards; and Pinnacle Systems, Inc. (NASDAQ: PCLE) sales mainly in
Multi Media cards. In addition, there are private companies, such as Smart
and Friendly, Inc., Hi-Val, Inc., and Digital Research Technologies which
directly compete with portions of the Company's product line.
A number of these companies are better financed and have a longer
operating history then I/OMagic. The market for computer peripherals is
extremely price sensitive and competitive. The composition and identity of
I/OMagic's competitors is constantly changing based upon marketplace
conditions and changes.
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While the Company is continuing its development efforts to meet the
requirements of the marketplace, management of the Company believes that the
key to its success will be providing a full line of PC peripheral products,
including those outlined above as well as other products in development.
5. SOURCES OF RAW MATERIAL AND PRINCIPAL SUPPLIERS
The Company does not maintain its own manufacturing or production
facilities, and does not intend to do so in the foreseeable future. The
Company anticipates that its products will be manufactured, and its raw
materials and components will be supplied, by independent companies.
Typically, the purchase order is the Company's "agreement" with the
manufacturer. Therefore, any of these companies could terminate its
relationship with the Company at any time. In the event the Company were to
have difficulties with its present manufacturers and suppliers, the Company
could experience delays in supplying products to its customers. The Company
has 100% of its products manufactured overseas. Presently, the Company is
dependent upon BTC and Lung Hwa for manufacture of more than 60% of the
Company's products.
While the Company has identified and has commenced utilizing certain
alternative sources for its products, clearly if either of its major
suppliers: BTC or Lung Hwa experienced manufacturing problems, the Company's
business, financial condition, and results of operations would be severely
adversely effected, unless the Company could quickly find a replacement
supplier. Management of the Company believes that should alternative sources
be required, the impact would result in a delay of shipping.
While it is difficult to project the extent of this delay, the
Company believes that this delay would materially and adversely effect its
position in the marketplace. As a result, if the Company could no longer
obtain supplies from BTC or Lung Hwa it would probably be required to pay
materially more for its products and its product shipments would be delayed.
This would be a material competitive disadvantage for the Company in the
marketplace.
6. DEPENDENCE ON MAJOR CUSTOMERS.
In calendar 1998, the Company had sales with three major customers that
each represent approximately 32% (Fry's, $3,391,785), 26% (CompUSA, $2,769,503)
and 17% (Micro Center, $1,790,257) of net retail sales. Similarly, as of
December 31, 1998, the Company had three customers that accounted for 47%
(CompUSA, $1,810,765), 25% (Fry's $971,555) and 15% (Electronics Boutique,
$556,283) of accounts receivable.
During the nine month period ended September 30, 1999, the Company had
sales with three major customers that represented 36% (Circuit City,
$7,698,841), 31% (CompUSA, $6,658,665) and 16% (Office Max $3,411,031) of net
retail sales. As of September 30, 1999, the Company had three customers that
accounted for 29% (Office Max, $2,783,763), 27% (CompUSA, $2,573,586) and 17%
(Circuit City $1,637,147) of accounts receivable. In June, 1999 the Company
engaged Office Max as a national retailer of the Company's products. While there
is no assurance, the Company anticipates that the addition of Office Max will
diversify the Company's gross revenues among its top customers.
During the fourth quarter of 1998 and the first three quarters of 1999,
the Company's marketing efforts have focused upon large retail chains with a
national distribution capacity. As a result, the Company anticipates that its
future revenues will be highly dependent upon orders placed by Circuit City,
COMPUSA and Office Max
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7. PATENTS, TRADEMARKS, LICENSES, FRANCHISES,
CONCESSIONS, ROYALTY AGREEMENTS AND/OR LABOR CONTRACTS .
a. PATENTS.
The Company does not have any issued or pending patents.
There can be no assurance that the Company will in fact apply for
patents and, even if it were to do so, that such patents would be awarded.
Currently, the Company does not hold patents on any of its products or processes
under development. The Company does, however, treat its technical data as
confidential and relies on internal nondisclosure safeguards, as well as on laws
protecting trade secrets, to protect its proprietary information. There can be
no assurance that these measures will adequately protect the confidentiality of
the Company's proprietary information or that others will not independently
develop products or technology that are equivalent or superior to those of the
Company. The Company may receive in the future communications from third parties
asserting that the Company's products infringe the proprietary rights of third
parties. There can be no assurance that any such claims would not result in
protracted and costly litigation. Furthermore, the Company has not filed for
patent law protection in foreign countries.
b. TRADEMARKS
The Company has provided substantial sums to establish its brand
identification in the marketplace. While it is difficult to estimate the exact
amount expended since the Company's inception in 1993, during the 15 month
period terminating upon September 30, 1999, the Company expended in excess of $2
million in supporting its brand identification and market presence. These
expenditures have included, but are not limited to, participation in industry
trade shows such as Comdex, RetailVision and Retail Exchange, rebate programs,
promotional advertisements through national retail outlets, slotting fees which
reserve shelf space for the Company's products and participation in various
customer marketing programs and events. The Company does not have any registered
trademarks at this time.
8. GOVERNMENT APPROVAL.
No government approval is required for any of the Company's current
products or services.
9. EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT
REGULATIONS.
Other than normal government regulations that any business encounters,
the Company's business is not effected by government regulations.
10. RESEARCH AND DEVELOPMENT COSTS
The research and development efforts underlying the technology
comprising the eventual products sold by the Company are funded by the
Company's manufacturers (primarily BTC and Lung Hwa). Typically, the Company
identifies a market or technology trend occurring in the marketplace through
consultation with its large retail customers. The Company then provides its
Asian manufacturers with the technical specifications or market trends which
it has identified. The Asian manufacturers then conduct the actual research
and development (in Asia, at their cost) to determine the technical and
financial feasibility of the proposed product. The Company does conduct
limited research and development in designing driver software providing a
user friendly installation, user manuals, installation guides, product
packaging, marketing literature and market and sales research. The Company
estimates that it expended approximately $220,000 in connection with these
efforts during the 15 month period ending September 30, 1999.
11. COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL
LAWS AND REGULATIONS
I/OMagic's business does not involve the use of materials in a
manufacturing process where such materials are likely to result in the
violation of any existing environmental rules and/or regulations. Further,
I/OMagic does not own any real property which would lead to liability as a
land owner. Therefore, I/OMagic does not anticipate any costs
associated with the compliance of environmental laws and regulations.
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12. EMPLOYEES
As of the date hereof, the Company has approximately 55 full-time
employees. While the Company does anticipate a small increase in its number
of employees, it does not anticipate that it will hire more than 10-20
additional employees during calendar year 2000. The Company has hired
independent contractors on an "as needed" basis, to develop its web site and
to fill short-term staffing needs such as data entry and product assembly.
The Company has no collective bargaining agreements with its employees. The
Company believes that its employee relationships are satisfactory.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The Company can indefinitely finance its current level of sales
through its own internal resources, as well as the credit lines provided by
BTC and Lung Hwa. In the event the Company continues with the revenue growth
it has experienced between 1998 and 1999 the Company believes that it will
need additional capital during the first quarter of 2000. While there is no
assurance that it will be successful in raising additional capital, the
Company is currently actively seeking both institutional debt, as well as
private sources of equity capital in order to assure that it will be capable
of financing such growth. In the event the Company is unsuccessful in
securing such financing, it may be required to curtail its sales growth.
While the Company will continue with its business plan at least through
calendar year 2000 in providing a broad range of desk top and portable
computer peripherals and upgrades, the Company anticipates that it will
increasingly focus upon two aspects of its business: (1) marketing to
national retail chains; the Company believes that such chains constitute less
credit risk than smaller retail operations; and (2) that the average order
from such chains will be substantially larger than smaller retail chains,
thereby allowing the Company to take advantage of the economies of scale
associated with distributing a single product-line in large volume.
<TABLE>
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Nine Months Nine Months Year Ended Year Ended
Ended Ended December 31, December 31,
September 30, September 30, 1998 1997
1999 1998 (audited) (audited)
(unaudited) (unaudited)
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<S> <C> <C> <C> <C>
Statement of Operations Data
Revenue $ 21,569,160 $ 6,180,170 $ 10,714,363 $ 4,034,701
(Net Loss)/Net Profit 787,299 (10,660) (338,018) (1,459,527)
(Net Loss)/Net Profit
per share 0.03 0.00 (0.02) (0.12)
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Balance Sheet Data
Current Assets 12,353,908 3,682,306 5,973,859 1,931,750
Total Property &
Equipment, Net 197,577 125,134 133,231 120,007
Total Assets 12,571,473 3,828,600 6,128,250 2,072,917
Total Current
Liabilities 5,925,763 2,665,333 5,344,407 1,197,567
Accumulated Deficit (3,563,242) (3,751,586) (4,350,541) (4,012,523)
Stockholder's Equity
(Capital Deficiency) 6,643,429 1,155,727 777,120 (875,350)
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</TABLE>
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The Company offers rebate programs for various products through its
retail customers. The products offered change from time to time. The purpose
of the rebates is to accelerate the sale of inventory, assist in the
customer's advertising campaign or provide for the joint marketing of related
products. Rebate programs typically last one or two weeks. These rebates
averaged 7% of gross revenues of the Company during the nine month period
ended September 30, 1999. If the Company offers a rebate, the amount of the
rebate typically ranges between 4% to 8% of the retail price of the product.
The rebate concept is prevalent among the Company's competitors and the
Company anticipates that it will continue indefinitely with different
products offered at various times.
Periodically, the Company enters into various agreements for
services including, but not limited to, public relations, financial
consulting and manufacturing consulting. The agreements generally are on
going until such time they are terminated, as defined. Compensation for
services is paid either on a fixed monthly rate or based on a percentage, as
specified.
A. NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 1998 (UNAUDITED)
Revenues for the period ended September 30, 1999 ("1999") were $21,569,160,
compared to revenues for the period ended September 30, 1998 ("1998") of
$6,180,170. The increase in revenues is primarily attributable to the
addition of several significant customers including: CompUSA in June 1998
(representing $6,658,665 of revenue in 1999 and $485,662 in 1998), Circuit
City in April 1999 (representing $7,698,841 of revenue in 1999 solely) and
Office Max in June 1999 (representing $3,411,031 of revenue in 1999 solely).
In addition, there has been an increase in OEM sales in 1999 to $881,438
compared to $498,236 in 1998. The Company did not have any sales backlog as
of September 30, 1998 and it had a sales backlog of $4,224,023 as of
September 30, 1999.
Cost of sales as a percentage of revenues increased from 71.62%
($4,426,379) in 1998 to 75.32% ($16,244,908) in 1999. Cost of product as a
percentage of revenues increased from 69.82% in 1998 to 71.00% in 1999. This
was primarily due to increased price protection (which decreased net revenue)
in 1999. Price protection totaled $153,723 in 1998 and $852,384 in 1999.
Freight expenses as a percentage of revenues increased from 1.80% in 1998 to
4.32% in 1999. This was primarily due to more expensive air freight of
products (as opposed to ocean freight) due to late production by a major
vendor. The Company believes that this situation has been resolved at this
time, and anticipates lower future freight expenses.
The Company did not "write down" any of its inventory during the nine
months ended September 30, 1998 or 1999. The inventory that was marked down at
the end of a fiscal year (as discussed below) constituted discontinued items for
which the Company was
9
<PAGE>
responsible for such costs.
Operating expenses as a percentage of revenues decreased from 32.60%
($2,015,021) in 1998 to 21.13% ($4,558,338) in 1999.
Selling, marketing and advertising as a percentage of revenues
decreased from 19.59% ($1,210,801) in 1998 to 13.83% ($2,983,691) in 1999.
Rebates increased from $602,158 in 1998 to $1,471,904 in 1999, COOP
advertising increased from $290,152 in 1998 to $638,916 in 1999, slotting
fees increased from $0 in 1998 to $100,002 in 1999 and sales department
expenses increased from $318,491 in 1998 to $772,870 in 1999. The percentage
decrease is primarily due to a reduction in the number of rebate programs
relative to the increase in revenues and the fact that marketing expenses are
not a direct function of sales, although related.
General and administrative expenses as a percentage of
revenues decreased from 13.01% ($804,220) in 1998 to 7.30% ($1,574,647) in
1999. The decrease on a percentage basis is primarily due to many general and
administrative expenses being indirect and thus increasing at a far smaller
percentage than the increase in sales revenue. Salaries and related expenses
increased from $455,453 in 1998 to $934,910 in 1999. The increase in the
amount expensed is due primarily to additional personnel added in 1999,
although as a percentage of revenues the amounts declined. Outside services
increased from $88,911 in 1998 to $159,958 in 1999 due to additional
expenditures for financial relations services. Other factors in the change in
general and administrative expenses were rent which increased from $51,320 in
1998 to $83,172 in 1999 and travel which increased from $24,448 in 1998 to
$69,580 in 1999. The remaining general and administrative expenses represent
utilities and support functions whereby no one account or area fluctuated
significantly.
Other income (expense) decreased as a percentage of sales from 4.07%
($251,370 income) to 0.10% ($22,185). 1998 included one time other income of
$250,000 from the sale of a modem design.
Income taxes for both periods ended September 30, 1999 and 1998
represent minimum state income taxes. This is due to the fact the Company has
net operating loss carryforwards expiring through 2018 and alternative minimum
tax credits to offset taxable income for both federal and state purposes.
Net profits increased from a net loss of $10,660 for the nine months
ended September 30, 1998 to a net profit of $787,299 for the nine months ended
September 30, 1999.
B. FISCAL YEAR ENDED DECEMBER 31, 1998 (AUDITED) COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 1997 (AUDITED)
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<PAGE>
Revenues for the year ended December 31, 1998 ("1998") were $10,714,363
compared to revenues for the year ended December 31, 1997 ("1997") of
$4,034,701. The increase in revenues is attributable to the increase in sales
to: COMPUSA from $0 in 1997 to $2,769,503 in 1998; to Fry's Electronics from
$1,051,894 in 1997 to $3,391,785; and to Micro Center from $1,061,800 in 1997 to
$1,790,257 in 1998; and smaller increases in sales to other existing customers.
The Company did not have a sales back log at the end of 1997 or 1998.
Cost of sales as a percentage of revenues decreased from 84.71%
($3,417,984) to 73.99% ($7,927,553). This was primarily due to decreased product
costs charged by suppliers.
The Company "wrote-down" $93,700 in inventory in 1997 and $54,842 of
its inventory in 1998. Once a product is shipped by the Company to the customer,
then the Company is typically obligated to provide price protection or accept
returned products which are unsold by the retail customer. The Company then
attempts to resell this returned inventory to another customer. If the Company
has not yet accepted delivery of a product from its overseas manufacturer, then
the manufacturer is responsible for all price reductions and obsolescence of
such inventory.
Operating expenses as a percentage of revenues decreased from 51.03%
($2,059,066) in 1997 to 31.51% ($3,376,021) in 1998. This percentage decrease is
primarily due to the fixed cost nature of the majority of operating expenses. In
summary, as revenues increase, the general and administrative expenses decrease
as a percentage of revenues. General and administrative expenses in 1997 were
$1,416,792 and in 1998 were $1,263,390. Bad debt increased by $227,517 in 1998
from 1997 and audit expense decreased by $151,030 in 1998 from 1997 due to
replacement of auditors during the 1997 audit. Both are expected to be one-time
non-recurring expenses. In 1998 the Company incurred $140,498 in connection with
service agreements. Amounts incurred in connection with service agreements in
1997 were insignificant. Selling expenses in 1997 were $642,274 and in 1998 were
$2,112,631. Rebates increased to $1,224,919 in 1998 from $24,117 in 1997, as
rebates were not initiated until late December 1997. Advertising expenses
increased to $369,678 in 1998 from $287,398 in 1997. Sales administrative
expenses increased to $518,034 in 1998 from $330,759 in 1997 primarily due to
higher sales commissions
Other income (expense) increased from (0.41%) ($16,378) expense in 1997
to 2.35% ($251,993) income in 1998. Calendar 1998 revenues included a
non-recurring revenue amount of $250,000 arising from the sale of a modem
design.
Income taxes for both years ended December 31, 1998 and 1997, represent
minimum state income taxes due to the Company's loss position during both
periods.
Although the Company had an increase in revenues and receivables in
1998 compared with 1997, the Company experienced a net loss of $338,018 for the
year ended December 31, 1998 as compared to a net loss of $1,459,527 for the
year ended December 31, 1997. The decrease in the net loss is due to improved
sales, expansion of marketing activities, improved product costs and the fact
that the operating expenses did not increase at the same rate as sales. Rebate
programs typically last one or two weeks. The rebate concept is prevalent among
the Company's competitors and the Company anticipates that it will continue
indefinitely with different products offered at various times.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has financed its operations and
capital expenditures primarily with cash provided by operating activities,
private securities issuances and securities issuances for product (see "Private
Placement Offerings"). The Company believes that working capital generated from
operations is sufficient to meet current activity. However, should the Company
grow significantly in size through additional large customers or acquisitions,
securities issuances or other financing arrangements may be necessary. The
Company currently has two lines of credit with its major suppliers: $5 million
with BTC and $2 million with Lung Hwa. Borrowings under these arrangements
provided the Company interest free for up to 75 days as defined. The Company
does not have any outstanding balance on either of these lines as of September
30, 1999.
11
<PAGE>
The Company is in the process of signing an asset based lending
agreement for up to $10,000,000 with IBM Credit in order to continue its growth.
The Company believes that its current cash flow from operations and the amounts
available under its existing vendor lines of credit are sufficient to meet its
working capital and capital expenditure requirements at the current sales volume
for the next twelve months.
For the nine months ended September 30, 1999 the Company had a net
decrease in cash in the amount of $199,100. this was due to cash used for
investing activities of $100,372 and cash used for financing activities of
$184,359 offset by cash provided from operations of $85,631. Cash used for
investing activities was for leasehold improvements, furniture and computer
equipment. Cash used for financing activities was primarily for payment on notes
payable ($250,000) offset by proceeds from exercise of warrants ($69,710).
For the year ended December 31, 1998 the Company had a net increase in
cash relative to December 31, 1997 in the amount of $689,435. This was primarily
due to cash flow from operating activities of $829,771 being offset by investing
activities of $51,945 and financing activities of $88,391. While the Company
experienced a loss for 1998 of $338,018, cash from operating activities
increased primarily through the utilization of substantial lines of trade credit
provided by the Company's major vendors. Cash used for investing activities was
for furniture and computer equipment. Cash used for financing activities was
primarily for advances to related parties ($192,982) and purchase of treasury
stock ($165,000) offset by proceeds from issuance of notes payable ($250,000).
As the Company expands its distribution activities, it may experience
net negative cash flows from operations, pending an increase in gross margins,
and may be required to obtain additional financing to fund operations through
proceeds from offerings, to the extent available, or to obtain additional
financing to the extent necessary to augment its working capital through public
or private issuance of equity or debt securities.
The high technology requirements of the Internet increasingly
require that consumers upgrade their personal computers to take full
advantage of audio and video streaming capabilities. Further, there are
increasing Internet applications for digitally based graphics data, such as
pictures taken by digital cameras. The Company believes that its current
distribution channels currently fulfill and will continue to fulfill these
trends in the computer peripherals marketplace. In the event the Company
continues with the revenue growth it has experienced between 1998 and 1999
the Company believes that it will need additional capital. While there is no
assurance that it will be successful in raising additional capital, the
Company is currently actively seeking both institutional debt, as well as
private sources of equity capital in order to assure that it will be capable
of financing such growth. In the event the Company is unsuccessful in
securing such financing, it may be required to curtail its sales growth.
The Company has no firm long-term sales commitments from any of its customers
and enters into individual purchase orders with its customers. The Company has
experienced cancellations of orders and fluctuations in order levels from period
to period and expects it will continue to experience such cancellations and
fluctuations in the future. In addition, customer purchase orders may be
canceled and order volume levels can be changed, canceled or delayed with
limited or no penalties. The replacement of canceled, delayed or reduced
purchase orders with new business cannot be assured. Moreover, the Company's
business, financial condition and results of operations will depend upon its
ability to obtain orders from new customers, as well as the financial condition
and success of its customers, its customers products and the general economy.
The factors affecting any of the Company's major customers or their customers
could have a material adverse effect on the Company's business, financial
condition and results of operations.
PREVIOUS PRIVATE OFFERINGS
(a) SUMMARY OF OFFERINGS.
The proceeds from all of the following offerings were utilized to
acquire inventory and create brand awareness through various marketing and sales
programs. All of the following offerings were offered and sold exclusively to
accredited investors.
In October 1995, I/OMagic California conducted an offering of Units
(the "Bridge Units"). Each Bridge Unit
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<PAGE>
consisted of a $25,000 9% secured promissory note (the "Bridge Notes"),
805,000 warrants to purchase common stock of the Company containing an
exercise price of $0.05 per share (the "A Bridge Warrants"), and 805,000
warrants to purchase common stock containing an exercise price of $0.95 per
share (the "B Bridge Warrants"). The exercise price of the B Bridge Warrants
was reduced by the amount of $0.04 per month for every 30 days after the
first six months that the Bridge Notes were outstanding to a minimum of
$0.50. The Bridge Notes were due at the earlier of: (i) one year from
issuance or (ii) upon the completion of certain subsequent offerings of
securities. The Bridge Notes were secured by all tangible and intangible
assets of the Company with a first lien, perfected UCC-1 Financing Statement.
The Company raised $805,000 in connection with its sale of the Bridge Units.
As of September 30, 1999, 255,375 A Bridge Warrants are outstanding and zero
B Bridge Warrants are outstanding having been called and canceled by the
Company on September 11, 1998. The Bridge Notes have been repaid in full and
all UCC filings terminated. The Company relied upon Section 4(2) of the 1933
Act and this offering was sold to 35 accredited investors. It was offered
only to accredited investors.
On May 6, 1996, the Company entered into a strategic Alliance Agreement
with Lung Hwa Electronics Co., Ltd., whereby for a consideration of $342,000
from Lung Hwa, the Company issued 1,000,000 shares of restricted Company common
stock. For this agreement, Lung Hwa also agreed to establish a $1,000,000 line
of unsecured credit in favor of I/OMagic, which was later increased to
$2,000,000. As of December 31,1998, there were no outstanding borrowings under
this agreement. As of the date of this filing there is a balance of $500,000
under this line of credit. The Company relied upon Section 4(2) of the 1933 Act
in connection with this transaction and Lung Hwa is an accredited investor.
In connection with a March 1996 private placement of units
consisting of common stock and warrants, the Company issued 568,002 shares of
common stock for cash at $1.45 per share and 577,335 warrants for cash at
$0.05 per warrant, or $1.50 per unit totaling $853,500. Concurrent with this
offering, the Company converted $627,500 of its Bridge Notes into 598,328
shares of common stock at $1 per share and 598,328 warrants at $0.05 per
warrant. These warrants allow the holder to purchase common stock at $2.50
per share, exercisable for a period of three years from the date of issuance.
The Company is obligated to register the common stock issuable upon exercise
of these warrants in any subsequent Registration Statement filed with the
Securities and Exchange Commission. Through September 30, 1999, none of these
warrants have been exercised and such warrants expired. The full amount due
on all nonconverted Bridge Notes has been paid by the Company, and all UCC-1
Financing Statements have been terminated. The Company relied upon Section
4(2) of the 1933 Act. There were 35 accredited investors in this offering and
offers were made only to accredited investors.
As consideration for placement agent services rendered in connection
with the March, 1996 private placement, the Company issued to the placement
agents the following warrants: 58,000 warrants to purchase common stock at an
exercise price of $0.70 per share, 131,850 warrants to purchase common stock at
an exercise price of $0.01 per share, and 151,850 warrants to purchase common
stock at an exercise price of $1.65 per share. The term of these warrants is
three years from the date of issuance, and these warrants carry Piggyback
Registration Rights. As of September 30, 1999 none of these warrants have been
exercised and such warrants have expired.
On December 16, 1996, the Company entered into a private Stock Purchase
Agreement whereby the Company sold 250,000 units at a price of $1.00 per unit.
Each unit consisted of one share of common stock and one warrant to purchase
Company stock exercisable at a price of $1.00 per share for a term of two years.
The warrants were not exercised and have expired. The Company relied upon
Section 4(2) of the 1933 Act and this offering was to a single accredited
investor.
In February 1997, the Company commenced an offering of a minimum of
100,000 and a maximum of 600,000 units, consisting of one share of restricted
common stock for cash at $1.24 per share and one warrant for cash of $0.01 per
warrant for a total price of $1.25 per unit, as amended. The warrants are
exercisable in whole or in part at any time during the three years from date of
issuance at an exercise price of $4.50 and are callable by the Company, as
defined. These units carry piggy-back registration rights and the shares
underlying the warrants have not been registered under the Securities Act of
1933. The offering closed in September 1997, at which time the Company had sold
364,000 units for total proceeds of $455,000. Offering costs related to this
private placement totaled approximately $25,000. As of September 30, 1999 none
of these warrants have been exercised. The Company relied upon Section 4(2) of
the 1933
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<PAGE>
Act and this offering was sold to three accredited investors and was offered
only to accredited investors.
As consideration for placement services rendered in connection with the
February 1997 private placement, the Company issued to a placement agent 13,200
warrants carrying the same terms as the warrants issued in the offering.
On September 19, 1997, the Company entered into a Strategic Alliance
Agreement with Hou Electronics, Inc., a California corporation ("Hou"), whereby
the Company issued two million restricted shares of common stock in exchange for
$250,000 in cash and $1,250,000 of inventory for a total value of $1,500,000, or
$0.75 per share. Of the $1,250,000, $481,260 was credited toward inventory
purchased prior to the agreement. The remaining $768,740 was to be applied to
future inventory purchases. As of December 31, 1998, all of the inventory had
been received by the Company. In connection with this Agreement, Hou provided
the Company with a $1 million line of credit and provided Hou with a right to
designate a single member to the Board of Directors of the Company. As of
September 30, 1999 there are no outstanding borrowings under this line of
credit. The Company relied upon Section 4(2) of the 1933 Act in connection with
this transaction and Hou is an accredited investor.
In May 1998, the Company offered up to $250,000 worth of units of
its securities with each unit consisting of a $10,000 note bearing interest
at a rate of 10% per annum, repayable in full ninety days after the
declaration of effectiveness of a registration statement, as defined, or
twelve months from the date of sale whichever comes first; and, one warrant
which shall expire thirty days after the declaration of effectiveness of a
Registration Statement of the Company registering the shares underlying the
warrants or twelve months from the date of issue, whichever comes first. The
warrants entitled the holder to purchase that certain number of shares which
was equal to one third of the note amount divided by the price per shares of
common stock registered in the Registration Statement, all at the aggregate
exercise price of $1.00. The warrants were deemed by management to be
contingent consideration based on the requirement of an effective
Registration Statement. As no Registration Statement was effected, none of
these warrants were exercisable at any time prior to their expiration in May
and June 1999. Under the provisions of APB 12, management determined the
relative fair value of the warrants to be nominal due to the contingent
nature of the warrants. Accordingly, none of the proceeds were allocated to
these warrants. The Company sold 25 units for proceeds of $250,000. As of
December 31, 1998, accrued interest totaled $14,375, and is included in
accounts payable and accrued expenses on the accompanying balance sheets. As
of September 30, 1999, all principal and interest had been paid (unaudited).
Effective February 3, 1999, I/OMagic entered into a Subscription
Agreement with BTC wherein BTC received 16,666,667 shares of restricted Common
Stock valued at $0.30 per share in exchange for $5 million in inventory. The
Company relied upon Section 4(2) of the 1933 Securities Act in connection with
this transaction and BTC is an accredited investor.
(b) STATUS OF WARRANT ISSUANCES
As of September 30, 1999 the Company had the following warrants to
purchase common stock outstanding:
(1) 805,000 Class A and 805,000 Class B Warrants were issued in the
October, 1995 private placement. The Class A Warrants have an exercise price of
$0.05 and the Class B Warrants have an exercise price of $0.95. 542,500 of the
Class A Warrants were exercised as of September 30, 1999 and 255,375 Class A
Warrants remain outstanding. 25,001 of the Class B Warrants were exercised and
the remainder were called and terminated in September, 1998.
(2) 125,125 Class A Warrants were issued to Pellet Investments, Inc. as
the placement agent in the October, 1995 offering at an exercise price of $0.10,
with an expiration date of October 17, 2000 and 125,125 Class B Warrants were
issued to Pellet investments with an exercise price of $1.10 (these warrants
were called and terminated). 33,232 of the Class A Warrants have been exercised
and the balance remain outstanding.
(3) 577,335 warrants with an exercise price of $2.50 were issued in the
March, 1996 offering. None of these warrants were exercised and they all
expired, in accordance with their terms. An additional 598,398 warrants
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<PAGE>
were issued in the March, 1996 offering arising from the conversion of the
Notes issued in the 1995 Offering. None of these warrants were exercised and
all expired in accordance with their terms.
(4) An aggregate 341,700 warrants were issued to West America
Securities, Inc. as the placement agent for the 1996 Offering at exercise prices
ranging from $0.01 to $1.65. None of these warrants were exercised and all
expired in accordance with their terms.
(5) 70,000 warrants were issued to Redfield Miller, Inc. (between
February and June, 1997) for services associated with the financial management
of the company with an exercise price of $1.65 and an expiration date of
November 1, 2000. None of these warrants have been exercised as of September 30,
1999.
(6) 15,000 warrants with an exercise price of $0.01 and 15,000 warrants
with an exercise price of $1.00 per share were issued to Incentive Business
Channel ("IBC") for public relation services. The warrants expire between
January 1999 and December 1999. As of September 30, 1999, IBC exercised 20,000
of such warrants. The remaining 10,000 warrants are exercisable at $1.00 with
5,000 warrants expiring in November, 1999 and 5,000 expiring in December, 1999.
(7) 60,000 warrants with an exercise price of $1.12 and 30,000 warrants
with an exercise of $2.24 were issued to Marketing Pathways for public relation
services. None of the warrants were exercised and the warrants expired in
August, 1999.
(8) 364,000 warrants with an exercise price of $4.50 which expire
January 31, 2000.
(9) 13,200 warrants with an exercise price of $4.50 were issued to Bob
Pett for placement agent services. These warrants were exercisable through
January 31, 2000. None of the warrants have been exercised.
In summary, the Company has the following warrants which remain
outstanding as of September 30,1999:
(1) 255,375 Class A warrants exercisable at $.05 which expire on
October 17, 2000;
(2) 364,000 warrants exercisable at $4.50 which expire on January 31,
2000;
(3) 70,000 warrants exercisable at $1.65 which expire on November 1,
2000;
(4) 5,000 warrants exercisable at $1.00 which expire on November 1,
1999;
(5) 5,000 warrants exercisable at $1.00 which expire on December 31,
1999;
(6) 13,200 underwriters warrants which expire on January 31, 2000;
(7) 91,893 underwriter warrants that expire on October 31, 2000.
(c) INDEBTEDNESS
In March, 1995, the Company repurchased 15,783,392 shares of common
stock from H.T. Hong for cash of $0.029 per share. In connection with this
agreement, the Company agreed to settle an accounts payable to a vendor, Tera
Electronics (which was affiliated with Mr. Hong), on behalf of Mr. Hong and
accept inventory purchased by this vendor. This was accomplished with the
issuance of an 8% promissory note . Pursuant to the terms of the agreement, the
Company recorded the inventory (as receivable) and the liability. The Company
and its legal counsel attempted to contact Mr. Hong on an on going basis
commencing the first quarter of 1996 through the first quarter of 1999 (he
resided in Taiwan at the time of the transaction), however Mr. Hong was not
located. In 1996, the Company wrote off the inventory receivable as it was
determined by management that it did not receive the required inventory. As a
promissory note was issued, management of the Company determined that the
liability should remain on the records of the Company. In March 1999, the
statute of limitations expired for M.T. Hong to attempt collection on this note.
YEAR 2000
The Company has developed and acquired its computer systems with an
objective to be Year 2000 compliant.
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<PAGE>
The Company has engaged the services of qualified technicians to determine
the extent to which it may be vulnerable to third party Year 2000 issues. All
computer equipment purchased recently are Year 2000 compliant. The internal
software written by the Company's programmers is written with the long-date
format included and consequently is Year 2000 compliant. The Company uses
Microsoft software and has installed all the available "patches" to up-date
this software. Further, Microsoft "patches" will be installed as they become
available from Microsoft in 1999, but this affects the Company's software and
does not impact on the on-going operation of the Company. The Company has
assessed and continues to asses whether its information and non-information
technology systems will be effected by the Year 2000 issues. The Company has
investigated its third party communications suppliers such as the telephone
company and its Internet service provider and found that all are in the
process of becoming Year 2000 compliant in 1999. Based upon current
information, management believes that the necessary modifications have been
made internally to effectively continue the Company into the Year 2000,
however, management is continuing to monitor internal systems, and to assess
the readiness of its systems, to ensure Year 2000 compliance. As a
contingency, the Company has identified other communication suppliers who
could provide the necessary service at a minimal cost to the Company, and a
minimal effect on the operations of the Company. In the event no other
communication suppliers can be found, there could be a material adverse
effect on the Company and its operations. Based upon current information, the
Company does not believe that the costs associated with Year 2000 compliance
is material for the Company.
The Company does not distribute any product which maintains a calendar,
therefore all products currently distributed by the Company would be Year 2000
compliant. The worst case scenario for the Company would be an installation of
its peripheral products into a computer system which is not Year 2000 compliant.
The Company believes that if this were to occur, that the functionality of the
computer system and therefore all installed peripherals would be adversely
effected.
ITEM 3. DESCRIPTION OF PROPERTY
As of July 1, 1999 the Company leases approximately 22,000 square feet
located at a facility in Irvine, California, which includes offices, storage,
and package assembly space. All of the Company's operations are conducted from
this facility. The lease expires July 1, 2000, and requires monthly payments of
approximately $15,000 per month.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
<CAPTION>
PERCENTAGE
NAME NUMBER OF SHARES (1) BENEFICIALLY OWNED
- ---- ----------------- ------------------
<S> <C> <C>
Tony Shahbaz(2) 22,766,667 72%
Lung Hwa Electronics Co., Ltd. 1,000,000 3%
3F, No. 59 Tsao Ti Wei
Shen Keng Shiang
Taipei Hsein, Taiwan
Anthony Andrews(2) 74,999 *
Daniel Hou(3)(2) -0- *
Hou Electronics Inc.(2) 2,000,000 6%
All officers and directors as a group (3 persons) 2,074,999 72%
</TABLE>
- -----------------------
* Less than one percent
1 Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
2 c/o Company's address: 6 Autry, Irvine, CA 92618.
3 20,766,667 of these shares are held in the name of Susha, LLC. Susha was
created as a holding company to hold certain securities contributed by BTC
and Mr. Shahbaz. While Mr. Shahbaz has certain voting powers associated
with the shares held by Susha, 50% of all financial benefits derived from
the shares held by Susha are for the benefit of BTC and 50% of the
financial benefits derived from the shares held by Susha are for the
benefit of Mr. Shahbaz.
4 Pursuant to a written agreement, Hou Electronics, Inc. has a Board seat on
the Board of Directors of the Company.
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Statement by: (i)
each stockholder known by the Company to be the beneficial owner of more than
five percent of the outstanding Common Stock, (ii) each director of the Company,
and (iii) all directors and officers as a group.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
--------------- ----- -------------------------------------------------
<S> <C> <C>
Tony Shahbaz 37 Chairman, President, Chief Executive Officer
Daniel Hou 50 Director
Anthony Andrews 37 Vice President, Director of Engineering, Director
</TABLE>
Mr. Hou and Mr. Andrews shall serve until the next annual meeting of the
shareholders of the Company, which is currently scheduled to occur during
February-April, 2000. Mr. Shahbaz is next scheduled for election in April,
2002.
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<PAGE>
MR. TONY SHAHBAZ, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, is the
Company's founder. In addition, he has played a key role in developing the
Company's multimedia strategy. Mr. Shahbaz has a technical background with
over 15 years experience in sales and marketing of computer peripheral
products. He was employed by Western Digital Corporation from September 1986
to March 1993. At Western Digital Corporation, he held several positions
including Vice President of Worldwide Sales for Western Digital Paradise, and
Regional Director of Asia Pacific Sales and Marketing Operations. While at
Western Digital Paradise's business unit, he established a multichannel world
wide retail distribution structure, with a full line of multimedia products.
As Regional Director of Asia Pacific Sales, he managed two of the company's
wholly owned subsidiaries that developed chip sets and peripherals for the
marketplace. Since 1993 Mr. Shahbaz has been the president of I/O Magic
Corporation. Prior to his positions with Western Digital, he held management
positions with Tandon Corporation and Lapin Technology, in the marketing and
sales divisions of these companies.
DANIEL HOU, DIRECTOR, Mr. Hou is the Founder of Hou Electronics, Inc. a
computer peripheral supplier. This company was formed in 1986 and has
continually grown to have revenues of $45 million in 1998. Mr. Hou has been
the president of Hou Electronics from 1986 through the present. He is
responsible for all business activities associated with Hou Electronics. Mr.
Hou is active in related organizations such as holding the office of
President with the Southern California Chinese Computer Association as well
as a membership in American Chemistry Society. Mr. Hou received his Masters
in Science from University of Utah.
MR. ANTHONY ANDREWS, VICE PRESIDENT, DIRECTOR OF ENGINEERING, joined the
Company in February 1994. Mr. Andrews has over 12 years of experience in the
computer industry. His background includes product and software design, with
his most recent position as Principal Engineer at Western Digital Corporation
from March 1988 to February 1994. As Principal Engineer, he pioneered the
development of portable notebook designs for companies such as IBM and AST.
He also played a lead role in developing power management features that are
being commonly used in the industry today. Mr. Andrews has his own software
design company which has developed embedded system designs as well as game
software. Mr. Andrews works closely with the Company's sales channels to
identify product/market opportunities for the Company. He is responsible for
bringing products from concept to market launch. This includes sourcing
manufacturers for hardware, developing any necessary software, and packaging
designs and specification sheets. He received a Bachelor of Science in Math
and Computer Science from the University of California at Los Angeles.
18
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
Set forth below is a summary of compensation for the Company's officers
for fiscal years 1999, 1998 and 1997. There are no annuity, pension or
retirement benefits proposed to be paid to officers, directors or employees
of the Company in the event of retirement at normal retirement date pursuant
to any presently existing plan provided or contributed to by the Company or
its subsidiary.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
------------------------------------------- ------------------------ ---------------------
Name Other All
and Annual Restricted Options LTIP Other
Principal Position Year Salary Bonus Compensation Stock Awards SARs Payouts Compensation
- -------------------- ------ --------- --------- ------------ ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tony Shahbaz 1999 $140,000 -0- -0- 6,000 (auto)
CEO, President, 1998 $140,000 -0- 300,000(2) 6,000 (auto)
Secretary & CFO 1997 $140,000 11,500(1) -0- 300,000(3) 6,000 (auto)
-0-
- -------------------- ------ --------- --------- ----------- ------------- ---------- ----------- -------------
Anthony Andrews 1999 $74,286 -0- -0- -0- -0- -0- -0-
Vice President 1998 $70,269 3,000 -0- -0- -0- -0- -0-
</TABLE>
The Company's By-laws state that Directors of the Company shall not
receive any stated salary for their services, but, by resolution of the Board
of Directors, a fixed sum and expense of attendance, if any, may be allowed
for attendance at each regular and special meeting of the Board of Directors.
The Company maintains directors and officers liability insurance.
- -----------------------------------
(1) Mr. Shahbaz received a bonus of $11,500 for Design Sale of a modem
to Hewlett Packard in May 1998.
(2) On January 2, 1997 the Company issued 300,000 warrants to purchase
common stock of the Company at an exercise price of $1.82 for a term of five
years to Mr. Shahbaz under the Company's 1997 Incentive and Nonstatutory
Stock Option Plan.
(3) On January 2, 1998 the Company issued 300,000 warrants to purchase
common stock of the Company at an exercise price of $1.13 for a term of five
years to Mr. Shahbaz under the Company's 1998 Incentive and Nonstatutory
Stock Option Plan.
19
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Tony Shahbaz, its
Chairman, President and Chief Executive Officer on October 25, 1993 pursuant to
which the Company has agreed to pay Mr. Shahbaz an annual salary of $140,000 per
year payable in twelve equal payments on the first day of each month. The
agreement provides for a bonus based on the "net profits" of the Company as
defined. The bonus amount ranges from $20,000 to $70,000 for net profits up to
$%500,000. For net profits in excess of $500,000, the bonus is 7%. No bonuses
were paid under the net profits calculation contained in the employment
agreement.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
THE BTC ACQUISITION
On February 3, 1999, I/OMagic entered into a subscription agreement with
Behavior Technology Corporation (USA), a California corporation ("BTC"). In this
transaction, BTC: (i) contributed $5 million worth of inventory in exchange for
16,666,667 shares of restricted Common Stock of I/OMAGIC and (ii) provided a $5
million credit line for the purchase of additional inventory. Borrowings are
non-interest bearing and are due 75 days from the date of borrowing. As of
December 31, 1998, the Company had no debt outstanding, other than its trade
payables generated in the ordinary course of business.
ITEM 8. DESCRIPTION OF SECURITIES
On February 18, 1999, SUSHA, LLC, a California limited liability company,
was formed. The LLC holds 20,766,667 shares of I/OMagic Corporation. The purpose
of creating this LLC is to provide the President of I/OMagic with more voting
control of the Company.
The authorized capital stock of the company currently consists of
50,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of
preferred stock. No preferred shares have been issued.
The following summary of certain terms of the common stock does not purport
to be complete and is subject to, and qualified in its entirety by, the
provisions of the company's Articles of Incorporation and By-laws which are
attached to this Statement.
THE EXCHANGE TRANSACTION
I/OMAGIC Corporation, a California corporation ("I/OMAGIC California")
entered into a Plan of Exchange and Acquisition Agreement (the "Acquisition
Agreement") with Silvercrest International, Inc., a Nevada corporation
("Silvercrest") on March 18, 1996. Pursuant to the Acquisition Agreement,
Silvercrest issued 6,570,583 shares of common stock in exchange for 6,570,583
shares of common stock of I/OMAGIC California, which constituted 100% of the
issued and outstanding shares of I/OMAGIC California. Prior to the execution of
the Acquisition Agreement, Silvercrest was a public company with dormant
operations and had 625,000 shares of common stock outstanding. Silvercrest's
common stock was listed on the Over-The-Counter Bulletin Board System as of
March 1, 1996. Silvercrest changed its name to I/OMAGIC Corporation, a Nevada
corporation, on March 20, 1996. Effective as of the date of the Acquisition
Agreement, the board of directors of Silvercrest resigned and I/OMagic's
directors were appointed as the new Board of Directors. As a result of the
acquisition, I/OMAGIC California, became a wholly-owned subsidiary of I/OMAGIC
Corporation, a Nevada corporation.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of Common Stock, $.001 par value per share, of which
32,091,151 shares of are outstanding as of September 30, 1999. Including 550,000
treasury shares. As of the date of this filing, assuming the exercise of all
currently outstanding Options and Warrants, 33,495,619 shares would be
outstanding.
20
<PAGE>
Holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Holders of
common stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor.
In the event of a liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities. Holders of Common Stock have no right to
convert their Common Stock into any other securities. The Common Stock has no
preemptive or other subscription rights. There are no redemption or sinking
fund provisions applicable to the Common Stock. All outstanding shares of
Common Stock are duly authorized, validly issued, fully paid and
nonassessable.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of
10,000,000 shares of preferred stock with a par value of $0.001. The
Company's Board of Directors has authority, without action by the
shareholders, to issue all or any portion of the shares of authorized but
unissued preferred stock in one or more series and to determine the voting
rights, preferences as to dividends and liquidation, conversion rights, and
other rights of such series. The preferred stock, if and when issued, may
carry rights superior to those of common stock, however, no preferred stock
may be issued with rights equal or senior to the preferred stock without the
consent of a majority of the holders of preferred stock.
The Company considers it desirable to have preferred stock available to
provide increased flexibility in structuring possible future acquisitions and
financings and in meeting corporate needs which may arise. If opportunities
arise that would make desirable the issuance of preferred stock through
either public offering or private placements, the provisions for preferred
stock in the Company's Certificate of Incorporation would avoid the possible
delay and expense of a shareholder's meeting, except as may be required by
law or regulatory authorities. Issuance of the preferred stock could result,
however, in a series of securities outstanding that will have certain
preferences with respect to dividends and liquidation over the common stock
which would result in dilution of the income per share and net book value of
the common stock. Issuance of additional common stock pursuant to any
conversion right which may be attached to the terms of any series of
preferred stock may also result in dilution of the net income per share and
the net book value of the common stock. The specific terms of any series of
preferred stock will depend primarily on market conditions, terms of a
proposed acquisition or financing, and other factors existing at the time of
issuance. Therefore, it is not possible at this time to determine in what
respect a particular series of preferred stock will be superior to the
Company's common stock or any other series of preferred stock which the
Company may issue. The Board of Directors does not have any specific plan for
the issuance of preferred stock at the present time and does not intend to
issue any preferred stock, except on terms which it deems to be in the best
interest of the Company and its shareholders.
The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions of Nevada law could delay
or make more difficult a merger, tender offer or proxy contest involving the
Company. While such provisions are intended to enable the Board of Directors
to maximize stockholder value, they may have the effect of discouraging
takeovers which could be in the best interest of certain stockholders. There
is no assurance that such provisions will not have an adverse effect on the
market value of the Company's stock in the future.
On October 31, 1996, the Board of Directors of the Company authorized
and approved the designation of 1,000,000 shares of Class A Convertible
Preferred Stock and 1,000,000 shares of Class B Convertible Preferred Stock
to be sold in a previous offering. The Class A Convertible Preferred Shares
have a 9% coupon attached, which interest is payable quarterly, and are
convertible into shares of Common Stock of the Company at $2.50 per share.
The Class B Convertible Preferred Shares have a 9% coupon attached, which
interest is payable quarterly, and are redeemable by the investor only after
one year from date of issuance and convertible into Common Shares at $2.00
per share. The offering was terminated and there were no sales under the
offering and, therefore, no preferred stock is issued or outstanding.
WARRANTS AND OPTIONS
In October 1995, the Company conducted an offering of Units (the "Bridge
Units"). Each Bridge Unit consisted of
21
<PAGE>
a $25,000 9% secured promissory note (the "Bridge Notes"), 25,000 warrants to
purchase Common Stock at an exercise price of $0.05 per share (the "A Bridge
Warrants") and 25,000 warrants to purchase Common Stock at an exercise price
of $0.95 per share (the "B Bridge Warrants"). The exercise price of the B
Bridge Warrants was reduced by the amount of $0.04 per month, for every 30
days after the first six months that the Notes were outstanding to a minimum
of $0.50. As of the date hereof, 255,375 A Bridge Warrants are outstanding
and zero B Bridge Warrants are outstanding. The Bridge Notes were repaid in
full.
As consideration for placement agent services rendered in connection
with the 1995 offering of Bridge Units, the Company issued 125,125 A Bridge
Warrants to purchase shares of the Common Stock of the Company at $0.10 per
share and 125,125 B Bridge Warrants to purchase shares of Common Stock of the
Company at $1.10 per share to Pellet Investments, Inc. The terms of these A
and B Bridge Warrants issued to the placement agents are the same as the A
and B Bridge Warrants issued to the investors. 91,893 A Bridge Warrants
issued to placement agents are currently outstanding. No Bridge Warrants are
outstanding.
On October 30, 1995, the Company entered into a Consulting Agreement with
Redfield Miller, Inc. whereby Redfield Miller earned cash compensation of $6,000
per month and 5,000 warrants per month, each exercisable for one share of Common
Stock at an exercise price of $1.65 per share for a three year term, for every
month of the Agreement which continues on a month-to-month basis. As of the date
of this Memorandum, Redfield Miller earned 100,000 warrants under the Consulting
Agreement, 30,000 of which were exercised, leaving Redfield Miller with 70,000
warrants. All shares earned under the Consulting Agreement may qualify for S-8
Registration Rights. Edward Hanson, former Chief Financial Officer of the
Company, is a principal of Redfield Miller. The Consulting Agreement was
terminated effective June 1, 1997.
During the first half of 1996, the Company conducted an offering of Units
(the "Secondary Units"). Each Secondary Unit consisted of one share of Common
Stock (the "Common Stock") and one Warrant exercisable for one share of Common
Stock at an exercise price of $2.50 per share, subject to adjustment (the
"Secondary Warrants"). The minimum investment was 16,667 Units at $1.50 per Unit
($25,000). The Company raised $853,500 in connection with its sale of the
Secondary Units. In addition, the Company offered each of the holders of the
Bridge Notes the right to exchange their Bridge Notes for Secondary Units at a
price of $1.05 per Unit. $627,500 worth of Bridge Notes were converted, leaving
$177,500 due and payable by the Company on the Bridge Notes by October 31, 1996.
The Bridge Notes were paid in full. The warrants expired and none have been
exercised.
As consideration for placement agent services rendered in connection
with the 1996 Secondary Offering, the Company issued to the placement agents
the following warrants: 58,000 warrants to purchase Common Stock at an
exercise price of $0.70 per share; 131,850 warrants to purchase Common Stock
at an exercise price of $0.01 per share; and 151,850 warrants to purchase
Common Stock at an exercise price of $1.65 per share. The terms of these
warrants are the same as the Secondary Warrants, and all have expired.
On April 1, 1996, the Company enacted the 1996 Incentive and
Nonstatutory Stock Option Plan (the "Plan") which has reserved for issuance
750,000 options to purchase shares of Common Stock of the Company at an
exercise price of $0.01 for key employees and consultants. To date, 750,000
options have been issued under the plan and 650,000 options have been
exercised.
Anthony Andrews, Vice President of the Company, holds 50,000 options, each
exercisable for one share of Common Stock at an exercise price of $0.01 per
share for a period of five years from April 1, 1996, issued pursuant to the
Plan. During the nine months ended September 30, 1999, no such options were
exercised.
Michael Cone, an employee of the Company, holds 50,000 warrants, each
exercisable for one share of Common Stock at an exercise price of $0.01 per
share for a period of two years from April 1, 1996, issued pursuant to the Plan,
such warrants have expired.
On January 2, 1997, the Company enacted the 1997 Incentive and Nonstatutory
Stock Option Plan (the "Plan")
22
<PAGE>
which has reserved for issuance 1,000,000 options to purchase shares of
Common Stock of the Company at a an minimum exercise price of $1.65 for key
employees and consultants. To date, 300,000 options have been issued under
the plan. Such options are outstanding.
On January 2, 1998, the Company enacted the 1998 Incentive and Nonstatutory
Stock Option Plan (the "Plan") which has reserved for issuance 1,401,976 options
to purchase shares of Common Stock of the Company at a minimum exercise price of
$1.03 for key employees and consultants. To date, 300,000 options have been
issued under the Plan. As of September 30, 1999 such options are all
outstanding.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS' COMMON EQUITY AND
OTHER STOCKHOLDERS MATTERS
A. MARKET INFORMATION
The Common Stock is currently quoted on the Over-The-Counter Bulletin
Board under the Symbol "IOMC". Set forth below is the trading history of the
Company's Common Stock without retail mark up, mark-down or commissions:
<TABLE>
<CAPTION>
BID PRICES
- ------------------------------- ------------------------------------------------
1997 HIGH LOW
- ------------------------------- ----------------------- ------------------------
<S> <C> <C>
January 1 - January 31 $4 1/4 $2 3/8
February 1 - February 28 $3 3/4 $3 1/4
March 1 - March 31 $3 1/4 $2 1/8
April 1 - April 30 $2 3/4 $2
May 1 - May 31 $2 5/8 $1 5/32
June 1 - June 30 $1 3/8 $1
July 1 - July 31 $0 3/4
August 1 - August 31 $0 13/32
September 1 - September 30 $0 11/16
October 1 - October 31 $1 1/4
November 1 - November 30 $1 7/16
December 1 - December 31 $0 3/4
1998
January 1 - January 31 $1 5/8 $0 11/16
February 1 - February 28 $1 5/16 $0 3/4
March 1 - March 31 $1 1/2 $0 3/8
April 1 - April 30 $1 3/16 $0 7/16
May 1 - May 31 $0 13/16 $0 3/8
June 1 - June 30 $1 1/2 $0 3/8
July 1 - July 31 $1 1/4 $ 5/8
August 1 - August 31 $11/16 $ 3/8
September 1 - September 30 $11/16 $ 7/32
23
<PAGE>
October 1 - October 31 $ 9/16 $ 5/16
November 1 - November 30 $ 1/2 $ 11/32
December 1 - December 31 $ 1/2 $ 9/32
1999
January 1 - January 31 $ 7/16 $1 5/64
February 1 - February 28 $1 1/8 $0 5/16
March 1 - March 31 $3 1/8 $0 7/8
April 1 - April 30 $2 5/8 $1 1/2
May 1 - May 31 $2 1/2 $1 7/8
June 1 - June 30 $2 5/16 $1 3/4
July 1 - July 31 $1 31/32 $1 21/32
August 1- August 31 $2 $1 1/16
September 1-September 30 $2 1/16 $1 1/2
October 1- October 31 $1 5/8 $1 1/16
</TABLE>
The above quotations are inter-dealer quotations from market makers
of the Company's stock. At certain times the actual closing or opening
quotations may not represent actual trades that took place.
Except for 7,170,807 free trading shares, all shares issued by the
Company are "restricted securities" within the meaning of Rule 144 under the
1933 Act. Ordinarily, under Rule 144, a person holding restricted securities
for a period of one year may, every three months, sell in ordinary brokerage
transactions or in transactions directly with a market maker an amount equal
to the greater of one percent of the Company's then-outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Future sales of such shares and sales of shares purchased by
holders of options or warrants could have an adverse effect on the market
price of the Common Stock.
B. HOLDERS
As of November 16, 1999 there are 95 shareholders who currently hold
certificates securities (approximately 70 of these shareholders hold restricted
securities) and 317 shareholders currently listed in the Depository Trust
Company as holding shares in brokerage accounts.
C. DIVIDENDS
The Company has not paid any dividends on its Common Stock. The Company
currently intends to retain any earnings for use in its business, and therefore
does not anticipate paying cash dividends in the foreseeable future.
24
<PAGE>
ITEM 2. LEGAL PROCEEDINGS
In April 1999, the Company filed an arbitration proceeding in Orange
County, California against its former accountants and auditors, Ernst &
Young, LLP, for failure to complete the 1997 audit of the Company in a timely
fashion and for excessive billing in connection with the 1997 audit.
Arbitration proceedings are anticipated to take place during the first
quarter of the year 2000.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
(1) DISMISSAL OF PRINCIPAL ACCOUNTANTS.
The Company dismissed Ernst & Young LLP, Certified Public Accountants ("Ernst
& Young") as its principal accountants on October 7, 1998. Ernst & Young only
performed an audit for the year ended December 31, 1996. Ernst & Young's
report of independent auditors for the year ended December 31, 1996 contained
no adverse opinion or a disclaimer of opinion, nor was qualified nor modified
as to uncertainty, audit scope, or accounting principles. The principal
accountant's report on the financial statements for either of the past two
years contained no adverse opinion or a disclaimer of opinion, nor was
qualified nor modified as to uncertainty, audit scope, or accounting
principles. The decision to change principal accountants of the Company was
approved by the Board of Directors of the Company.
During the Company's year ended December 31, 1996, and through the dismissal
of Ernst & Young on October 7, 1998, there were no disagreements with Ernst &
Young on any matter of accounting principles or practices, financial
statement disclosures, or auditing scope or procedure. There is nothing to
report under Item 304 (a) (1) (iv) (B) through (E).
During the Company's two most recent fiscal years and any subsequent
interim period preceding such dismissal, there were no disagreements with the
former accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. There is
nothing to report under Item 304(a)(1)(iv)(B) through (E).
(2) ENGAGEMENT OF NEW PRINCIPAL ACCOUNTANTS.
The Company has engaged Singer, Lewak, Greenbaum & Goldstein, LLP,
("SLGG") on October 9, 1998 as its principal accountants. SLGG's business
address is 2700 North Main Street, Suite 200, Santa Ana, California. SLGG
replaces Ernst & Young. SLGG conducted both the 1997 and 1998 audit which are
attached. Neither the Company nor anyone on its behalf has consulted SLGG
during the two most recent past fiscal years regarding any matter for which
reporting is required under Regulation S-B, Item 304(a)(2)(i) or (ii) and the
related instructions. The decision to engage SLGG was approved by the Board
of Directors.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The following information is furnished with regard to all securities
issued by the Company during calendar year 1999 which were not registered
under the Securities Act of 1933, as amended (the "Act"). Each of the
following transactions was exempt from under the Act by virtue of the
provisions of Section 4(2) of the Act. Each purchaser of the securities
described below represented prior to the purchase of the securities that he
or she understood that the securities acquired may not be sold or otherwise
transferred absent registration under the Act or the availability of an
exemption from the registration requirements of the Act, and each certificate
evidencing the securities owned by each purchaser bears or will bear upon
issuance the legend to that effect. None of the foregoing transactions
involved a distribution or public offering.
Effective February 3, 1999, I/OMagic entered into a subscription
agreement with Behavior Technology Corporation, a Taipei, Taiwan corporation
("BTC"). In this transaction, BTC contributed $5 million worth of inventory
in exchange for 16,666,667 shares of restricted Common Stock. The Company
relied upon Section 4(2) of the Securities Act of 1933 as of this transaction
only involved accredited investors.
25
<PAGE>
Effective February 3, 1999, the Company issued 200,000 warrants
valued at the closing price of $0.30 per share on the date of sale to Horwitz
& Beam, the Company's law firm. On April 1, 1999, Horwitz & Beam exercised
all 200,000 warrants for $60,000 cash paid to the Company. The Company relied
upon Section 4(2) of the Securities Act of 1933 as of this transaction only
involved accredited investors.
26
<PAGE>
ITEM 5. TERMS OF INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has adopted provisions in its Articles of Incorporation
and bylaws that limit the liability of its directors and provide for
indemnification of its directors and officers to the full extent permitted
under the Nevada General Corporation Law. Under the Company's Articles of
Incorporation, and as permitted under the Nevada General Corporation Law,
directors are not liable to the Company or its stockholders for monetary
damages arising from a breach of their fiduciary duty of care as directors.
Such provisions do not, however, relieve liability for breach of a director's
duty of loyalty to the Company or its stockholders, liability for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, liability for transactions in which the director derived
as improper personal benefit or liability for the payment of a dividend in
violation of Nevada law. Further, the provisions do not relieve a director's
liability for violation of, or otherwise relieve the Company or its directors
from the necessity of complying with, federal or state securities laws or
affect the availability of equitable remedies such as injunctive relief or
recession.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification
will be required or permitted. The Company is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification by
any director or officer.
27
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The following financial statements are included herein:
Audited Financial Statements for the Years ended December 31, 1998 and 1997
Unaudited Financial Statements for the Nine Months Ended September 30, 1999 and
September 30, 1998
PART III
ITEM 1 AND
ITEM 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Document Description
- ----------- --------------------
<S> <C>
3.1 Articles of Incorporation of Asian-Inter American Development Corporation, dated October 20, 1992*
3.2 Certificate of Amendment to Articles of Incorporation of Asian-Inter American Development
Corporation changing name to Silvercrest International, Inc., dated August 30, 1993*
3.3 Restated Articles of Incorporation of Silvercrest International, Inc., dated January 10, 1996*
3.4 Certificate of Amendment to the Articles of Incorporation of Silvercrest International, Inc.
changing name to I/OMagic Corporation, Inc. dated March 19, 1996*
3.5 Bylaws of Asian-Inter American Development Corporation, dated October 20, 1992, adopted by I/OMagic
Corporation, Inc.*
3.6 Amendment to the Bylaws of I/OMagic Corporation, Inc. dated November 13, 1996*
4.1 Certificate of Designation of Preferred Stock, dated October 31, 1996*
10.1 Employment Agreement by and between I/OMagic Corporation, Inc., a California Corporation, and Tony
Shahbaz, dated October 22, 1993*
10.2 I/OMagic Corporation 1997 Incentive and Nonstatutory Stock Option Plan dated January 2, 1997*
10.3 Plan of Exchange and Acquisition Agreement by and between Silvercrest International and I/OMagic
Corporation, a California corporation, dated March 8, 1996*
10.4 I/OMagic Corporation 1998 Incentive and Nonstatutory Stock Option Plan, dated January 2, 1998*
10.5 Strategic Alliance Agreement between I/OMagic Corporation and Hou Electronics, Inc., dated
September 19, 1997*
10.6 Macola Software Agreement between I/OMagic Corporation and Enterprise Wide Computing, Inc., dated
October 13, 1997*
10.7 BTC Acquisition Agreement, dated February 3, 1999*
10.8 Lease Agreement by and between I/OMagic Corporation and Autry Properties.*
10.9 I/OMagic Corporation 1996 Incentive and Nonstatutory Stock Option Plan dated February 1, 1996.*
17.0 Opinion Letter From Ernst & Young
23.1 Consent of Horwitz & Beam*
24.1 Power of Attorney (see signature page)*
27.0 Financial Data Schedule
</TABLE>
* Previously filed
28
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: December 18, 1999 I/OMAGIC CORPORATION
/s/ TONY SHAHBAZ
-------------------------------------
BY: Tony Shahbaz
ITS: Chief Executive Officer, President
Secretary and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears appoints Tony Shahbaz, as his
agents and attorneys-in-fact, with full power of substitution to execute for
him and in his name, in any and all capacities, all amendments (including
post-effective amendments) to this Registration Statement to which this power
of attorney is attached.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Tony Shahbaz Chief Executive Officer, President December 18, 1999
- --------------------------
Tony Shahbaz Secretary and Chief Financial Officer
/s/ Tony Andrews Vice President December 18, 1999
- --------------------------
Anthony Andrews
</TABLE>
29
<PAGE>
I/O MAGIC CORPORATION
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
<PAGE>
I/O MAGIC CORPORATION
CONTENTS
DECEMBER 31, 1998
and September 30,
1999 (unaudited)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-1
FINANCIAL STATEMENTS
Balance Sheets F-2 to F-3
Statements of Operations F-4
Statements of Stockholders' Equity F-5 to F-7
Statements of Cash Flows F-8 to F-10
Notes to Financial Statements F-11 to F-36
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
I/O Magic Corporation
We have audited the accompanying balance sheets of I/O Magic Corporation as
of December 31, 1998, and the related statements of operations, stockholders'
equity, and cash flows for each of the two years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of I/O Magic Corporation as of
December 31, 1998, and the results of its operations and its cash flows for
each of the two years then ended in conformity with generally accepted
accounting principles.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
April 28, 1999
<PAGE>
I/O MAGIC CORPORATION
BALANCE SHEETS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS
December 31, September 30,
1998 1999
----------- -----------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,402,904 $ 1,203,804
Accounts receivable, net of allowance for doubtful
accounts of $46,372 and $76,097 3,776,413 8,016,969
Accounts receivable from related parties - 767,228
Inventory 733,834 2,224,938
Prepaid expenses and other current assets 60,708 140,969
----------- -----------
Total current assets 5,973,859 12,353,908
FURNITURE AND EQUIPMENT, net 133,231 197,577
OTHER ASSETS 21,160 19,988
----------- -----------
TOTAL ASSETS $ 6,128,250 $12,571,473
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
I/O MAGIC CORPORATION
BALANCE SHEETS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, September 30,
1998 1999
------------ ------------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Notes payable $ 250,000 $ -
Accounts payable and accrued expenses 1,540,643 3,974,631
Current portion of capital lease obligations 208 581
Accounts payable to related parties 2,984,677 1,102,036
Note payable to related party 345,500 -
Reserves for customer returns and allowances 223,379 848,515
------------ ------------
Total current liabilities 5,344,407 5,925,763
CAPITAL LEASE OBLIGATIONS, net of current portion 6,723 2,281
------------ ------------
Total liabilities 5,351,130 5,928,044
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value
10,000,000 shares authorized
none issued and outstanding - -
Class A common stock, $0.001 par value
50,000,000 shares authorized
14,879,546 and 32,091,151 (unaudited) shares issued
and outstanding 14,880 32,091
Additional paid-in capital 5,305,681 10,358,180
Deferred compensation (27,900) (18,600)
Treasury stock, 550,000 shares, at cost (165,000) (165,000)
Accumulated deficit (4,350,541) (3,563,242)
------------ ------------
Total stockholders' equity 777,120 6,643,429
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,128,250 $ 12,571,473
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
I/O MAGIC CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Years Ended For the Nine Months Ended
December 31, September 30,
--------------------------------- ---------------------------------
1998 1997 1999 1998
--------------- ---------------- --------------- ----------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
NET SALES $ 10,714,363 $ 4,034,701 $ 21,569,160 $ 6,180,170
COST OF SALES 7,927,553 3,417,984 16,244,908 4,426,379
--------------- ---------------- --------------- ----------------
GROSS PROFIT 2,786,810 616,717 5,324,252 1,753,791
--------------- ---------------- --------------- ----------------
OPERATING EXPENSES
Selling, marketing, and advertising 2,112,631 642,274 2,983,691 1,210,801
General and administrative 1,263,390 1,416,792 1,574,647 804,220
--------------- ---------------- --------------- ----------------
Total operating expenses 3,376,021 2,059,066 4,558,338 2,015,021
--------------- ---------------- --------------- ----------------
INCOME (LOSS) FROM OPERATIONS (589,211) (1,442,349) 765,914 (261,230)
--------------- ---------------- --------------- ----------------
OTHER INCOME (EXPENSE)
Interest income 17,232 6,445 9,587 10,235
Interest expense (16,674) (22,823) (12,786) (10,300)
Income from related party - - 21,938 -
Other income 251,435 - 3,446 251,435
--------------- ---------------- --------------- ----------------
Total other income (expense) 251,993 (16,378) 22,185 251,370
--------------- ---------------- --------------- ----------------
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (337,218) (1,458,727) 788,099 (9,860)
PROVISION FOR INCOME TAXES 800 800 800 800
--------------- ---------------- --------------- ----------------
NET INCOME (LOSS) $ (338,018) $ (1,459,527) $ 787,299 $ (10,660)
=============== ================ =============== ================
BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE $ (0.02) $ (0.12) $ 0.03 $ -
============== =============== =============== ================
WEIGHTED-AVERAGE SHARES
OUTSTANDING 14,130,105 11,923,028 29,778,974 13,940,492
=============== ================ =============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
I/O MAGIC CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additional
Class A Common Stock Paid-in Subscriptions Deferred Treasury Accumulated
Shares Amount Capital Receivable Compensation Stock Deficit Total
---------- ---------- ---------- ------------ ------------ -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996 11,013,010 $ 11,013 $3,275,936 $ - $ (105,400) $ - $(2,552,996) $ 628,553
COMMON STOCK ISSUED FOR
CASH 364,000 364 454,636 - - - - 455,000
OFFERING COSTS - - (25,000) - - - - (25,000)
COMMON STOCK ISSUED FOR
CASH AND INVENTORY 2,000,000 2,000 1,498,000 (324,240) - - - 1,175,760
COMMON STOCK ISSUED FOR
SERVICES 38,201 38 38,163 - - - - 38,201
COMMON STOCK PURCHASED
FROM CERTAIN OFFICERS FOR
CASH - - - - - (19,800) - (19,800)
TREASURY STOCK SOLD BY THE
COMPANY FOR FURNITURE
AND EQUIPMENT - - 6,158 - - 19,800 - 25,958
AMORTIZATION AND ADJUSTMENT
OF DEFERRED COMPENSATION - - (62,000) - 65,100 - - 3,100
WARRANTS ISSUED FOR LEGAL AND
MARKETING SERVICES - - 42,465 (6,495) - - - 35,970
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH THE EXERCISE
OF WARRANTS 338,739 339 16,796 - - - - 17,135
NET LOSS - - - - - - (1,459,527) (1,459,527)
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
I/O MAGIC CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Common Stock Additional
---------------------- Paid-in Subscriptions Deferred Treasury Accumulated
Shares Amount Capital Receivable Compensation Stock Deficit Total
---------- ---------- ---------- ------------ ------------ -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 13,753,950 $ 13,754 $ 5,245,154 $ (330,735) $ (40,300) $ - $(4,012,523) $ 875,350
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH THE EXERCISE
OF WARRANTS 1,105,596 1,106 24,445 - - - - 25,551
PAYMENT RECEIVED IN 1998 IN
THE FORM OF INVENTORY - - - 324,240 - - - 324,240
PAYMENT RECEIVED IN 1998 IN
THE FORM OF LEGAL SERVICES - - - 6,495 - - - 6,495
COMMON STOCK ISSUED FOR
SERVICES 20,000 20 7,480 - - - - 7,500
AMORTIZATION OF DEFERRED
COMPENSATION - - - - 12,400 - - 12,400
COMMON STOCK PURCHASED
FOR CASH - - - - - (165,000) - (165,000)
WARRANTS ISSUED FOR LEGAL AND
CONSULTING SERVICES - - 28,602 - - - 28,602
NET LOSS - - - - - - (338,018) (338,018)
---------- --------- ----------- ---------- --------- -------- ----------- ---------
BALANCE, DECEMBER 31, 1998 14,879,546 14,880 5,305,681 - (27,900) (165,000) (4,350,541) 777,120
ISSUANCE OF COMMON STOCK IN
CONNECTION WITH THE EXERCISE
OF WARRANTS (unaudited) 544,938 544 69,166 - - - - 69,710
COMMON STOCK ISSUED FOR
INVENTORY (unaudited) 16,666,667 16,667 4,983,333 - - - - 5,000,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
I/O MAGIC CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Common Stock Additional
---------------------- Paid-in Subscriptions Deferred Treasury Accumulated
Shares Amount Capital Receivable Compensation Stock Deficit Total
---------- ---------- ---------- ------------ ------------ -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AMORTIZATION OF DEFERRED
COMPENSATION (unaudited) $ $ $ $ 9,300 $ $ $ 9,300
NET INCOME (unaudited) 787,299 787,299
------------ ---------- ------------- ------ ---------- ------------ -------------- ------------
BALANCE, SEPTEMBER 30, 1999
(UNAUDITED) 32,091,151 $ 32,091 $ 10,358,180 $ - $ (18,600) $ (165,000) $ (3,563,242) $ 6,643,429
============ ========== ============= ====== ========== =========== =============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
I/O MAGIC CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Years Ended For the Nine Months Ended
December 31, September 30,
---------------------------- ----------------------------
1998 1997 1999 1998
------------- ------------- ------------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (338,018) $ (1,459,527) $ 787,299 $ (10,660)
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities
Depreciation and amortization 38,721 28,670 36,026 28,125
Amortization of deferred
compensation 12,400 12,400 9,300 9,300
Adjustment of deferred
compensation - (9,300) - -
Provision for allowance for
doubtful accounts (192,238) 133,670 29,725 (172,302)
Provision for inventory
obsolence 85,644 49,000 - -
Compensation in connection
with stock options and warrants
granted 28,602 38,201 - -
Note payable to related party - - (345,500) -
Issuance of common stock for
services 7,500 35,970 - -
(Increase) decrease in
Accounts receivable (2,992,319) (377,616) (4,270,281) (1,014,192)
Accounts receivable from
related parties - - (767,228) (49,374)
Inventory 108,089 1,234,718 3,508,896 462,279
Prepaid expenses and other
current assets (31,115) (12,059) (80,261) (50,048)
Other assets - (8,304) 1,172 -
Increase (decrease) in
Accounts payable and accrued
expenses 1,097,481 199,299 2,433,988 985,781
Accounts payable to related
parties 2,984,677 - (1,882,641) 661,765
Reserves for customer returns and
allowances 20,347 203,032 625,136 (123,657)
------------ ------------- ------------- -------------
Net cash provided by operating
activities 829,771 68,154 85,631 727,017
------------ ------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment (51,945) (46,079) (100,372) (33,252)
------------ ------------- ------------- -------------
Net cash used in investing activities (51,945) (46,079) (100,372) (33,252)
------------ ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE>
I/O MAGIC CORPORATION
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Years Ended For the Nine Months Ended
December 31, September 30,
--------------------------------- ---------------------------------
1998 1997 1999 1998
--------------- ---------------- --------------- ----------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on bridge loans $ - $ (177,500) $ $
Payments on capital lease
obligations (5,960) (2,307) (4,069) (5,351)
Advances due to related parties (192,982) (763,391) (192,982)
Proceeds from issuance of notes
payable 250,000 - 250,000
Payments on notes payable - - (250,000)
Proceeds from issuance of common
stock - 705,000
Offering costs on issuance of
common stock - (25,000)
Purchase of treasury stock (165,000) (19,800) - (165,000)
Proceeds from exercise of warrants 25,551 17,135 69,710 15,751
--------------- ---------------- --------------- ----------------
Net cash used in financing activities (88,391) (265,863) (184,359) (97,582)
--------------- ---------------- --------------- ----------------
Net increase (decrease) in cash 689,435 (243,788) (199,100) 596,183
CASH, BEGINNING OF PERIOD 713,469 957,257 1,402,904 713,469
--------------- ---------------- --------------- ----------------
CASH, END OF PERIOD $ 1,402,904 $ 713,469 $ 1,203,804 $ 1,309,652
=============== ================ =============== ================
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
INTEREST PAID $ 2,299 $ 22,823 $ 12,786 $ 10,300
=============== ================ =============== ================
INCOME TAXES PAID $ 800 $ 800 $ 800 $ 800
=============== ================ =============== ================
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the year ended December 31, 1998, the Company entered into the following
non-cash transactions:
- - Received $324,240 in inventory subscribed during the year ended December 31,
1997.
- - Received $6,495 in legal services subscribed during the year ended
December 31, 1997.
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE>
I/O MAGIC CORPORATION
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
(CONTINUED) During the year ended December 31, 1997, the Company entered into
the following non-cash transactions:
- - Issued 9,000 shares of common stock for software valued at $25,958.
- - Issued 2,000,000 shares of common stock for a $324,240 subscription
receivable, $925,760 in inventory, and $250,000 in cash.
- - Issued common stock for a subscription receivable valued at $6,495 for
legal services to be provided.
- - Purchased certain furniture and equipment under a capital lease
obligation totaling $15,198.
During the nine months ended September 30, 1999, the Company entered into the
following non-cash transactions:
- - Received $5,000,000 (unaudited) in inventory for 16,666,667 (unaudited)
shares of common stock.
- - Reflected the reduction of a related party note payable as a reduction
to cost of sales of $345,500 (see Note 9).
During the nine months ended September 30, 1998, the Company entered into the
following non-cash transactions:
- - Received $330,735 (unaudited) in inventory subscribed during the nine
months ended September 30, 1998.
The accompanying notes are an integral part of these financial statements.
F-10
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND BUSINESS
I/O Magic Corporation (the "Company"), a Nevada corporation, develops,
manufactures through subcontractors, markets, and distributes
multimedia and communication card devices for portable and desktop
computers. The Company sells its products in the United States to
distributors and retail customers.
In March 1996, I/O Magic Corporation, a California corporation ("I/O
Magic California"), originally incorporated on September 30, 1993
entered into a Plan of Exchange and Acquisition Agreement (the
"Acquisition Agreement") with Silvercrest International, Inc.
("Silvercrest"), a Nevada corporation. Pursuant to the Acquisition
Agreement, Silvercrest acquired all of the outstanding stock of I/O
Magic California totaling 6,570,583 shares in exchange for an aggregate
6,570,583 shares of newly-issued common stock. In connection with the
Acquisition Agreement, the Company issued 624,704 shares of common
stock. For accounting purposes, the acquisition has been treated as a
recapitalization of I/O Magic California, with I/O Magic California as
the accounting acquirer (reverse acquisition). The reverse acquisition
was recorded at the historical cost of I/O Magic California. Prior to
the execution of the Acquisition Agreement, Silvercrest was a public
company listed on NASDAQ's over-the-counter market with dormant
operations and no assets or liabilities. Silvercrest subsequently
changed its name to I/O Magic Corporation, a Nevada corporation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 reported amounts of assets and
liabilities and the disclosures of contingent assets and liabilities at
the date of the financial statements, as well as the reported amounts
of revenues and expenses during the reporting period. Significant
estimates made by management include, but are not limited to, the
provisions for allowance of doubtful accounts and price protection on
accounts receivable, the net realizability of inventory, the evaluation
of potential impairment of furniture and equipment, and the provision
for sales returns and warranties. Actual results could materially
differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the
Company's financial instruments, including cash, accounts receivable,
and accounts payable and accrued expenses, the carrying amounts
approximate fair value due to their short maturities. The amounts shown
for capital lease obligations also approximate fair value because
interest rates offered to the Company for capital lease obligations of
similar maturities are substantially the same.
F-11
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORY
Inventory is stated at the lower of cost, using the weighted-average
method, which approximates the first-in, first-out method or market.
FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at cost, less accumulated
depreciation and amortization. Depreciation and amortization are
provided using the straight-line method over estimated useful lives as
follows:
<TABLE>
<S> <C>
Computer equipment and software 5 years
Warehouse equipment 7 years
Office furniture and equipment 5 to 7 years
Equipment under capital lease 5 years
Leasehold improvements Estimated useful life or lease term
whichever is shorter
</TABLE>
Maintenance and minor replacements are charged to expense as incurred.
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of." SFAS No. 121 requires
impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Management determined that there
was no impairment of long-lived assets for all periods presented.
STOCK BASED COMPENSATION
SFAS No. 123, "Accounting for Stock-Based Compensation," establishes
and encourages the use of the fair value based method of accounting for
stock-based compensation arrangements under which compensation cost is
determined using the fair value of stock-based compensation determined
as of the date of grant and is recognized over the periods in which the
related services are rendered. The statement also permits companies to
elect to continue using the current implicit value accounting method
specified in Accounting Principles Bulletin ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," to account for stock-based
compensation issued to employees. The Company has elected to use the
implicit value based method and has disclosed the pro forma effect of
using the fair value based method to account for its stock-based
compensation. For stock-based compensation issued to non-employees, the
Company uses the fair value method of accounting under the provisions
of SFAS No. 123.
F-12
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
For transactions satisfying the conditions for revenue recognition
under SFAS No. 48, "Revenue Recognition when Right of Return Exists,"
product revenue is recorded at the time of shipment, net of estimated
allowances and returns. For transactions not satisfying the conditions
for revenue recognition under SFAS No. 48, product revenue is deferred
until the conditions are met, net of an estimate for cost of sales. As
of December 31, 1998 and September 30, 1999, the Company had reserves
for sales returns totaling $69,146 and $100,002 (unaudited),
respectively.
EARNINGS (LOSS) PER SHARE
The Company calculates earnings (loss) per share in accordance with
SFAS No. 128, "Earnings Per Share." SFAS No. 128 replaced the
presentation of primary and fully diluted earnings (loss) per share
with the presentation of basic and diluted earnings (loss) per share.
Basic earnings (loss) per share excludes dilution and is calculated by
dividing income (loss) available to common stockholders by the
weighted-average number of common shares outstanding for the period.
Diluted earnings (loss) per share includes the potential dilutive
effects that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock ("potential
common stock") that would then share in the earnings (loss) of the
Company.
As of September 30, 1999, the Company had potential common stock as
follows:
<TABLE>
<S> <C>
Weighted-average common shares outstanding during the
period (unaudited) 29,778,974
Incremental shares assumed to be outstanding since the
beginning of the period related to stock options and warrants
outstanding (unaudited) 328,259
----------
FULLY DILUTED WEIGHTED-AVERAGE COMMON SHARES AND
POTENTIAL COMMON STOCK
(UNAUDITED) 30,107,233
----------
----------
</TABLE>
As of December 31, 1998 and 1997 and September 30, 1998, the Company
had potential common stock including options and warrants. The effects
of such potential common stock were not included in diluted earnings
per share as their effects would have been anti-dilutive.
F-13
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company accounts for its income taxes under the provisions of SFAS
No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their
financial reporting amounts at each period end, based on enacted tax
laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized. The provision for income taxes
represents the tax payable for the period, if any, and the change
during the period in deferred tax assets and liabilities.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 130, "Reporting Comprehensive Income." This statement is not
applicable to the Company.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information," is effective for financial
statements with fiscal years beginning after December 15, 1997. This
statement establishes standards for the way that public entities report
selected information about operating segments, products and services,
geographic areas, and major customers in interim and annual financial
reports. During the years ended December 31, 1998 and 1997 and the six
months ended June 30, 1999 and 1998, the Company operated in one
segment.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." This statement is
not applicable to the Company.
In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement is not applicable
to the Company.
In October 1998, the FASB issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of
Mortgage Loans Held for Sale by a Mortgage Banking Enterprise." This
statement is not applicable to the Company.
In February 1999, the FASB issued SFAS No. 135, "Recession of FASB
Statement No. 75 and Technical Corrections." This statement is not
applicable to the Company.
In June 1999, the FASB issued SFAS No. 136, "Transfers of Assets to a
Not-for-Profit Organization or Charitable Trust that Raises or Holds
Contributions for Others." This statement is not applicable to the
Company.
F-14
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferred of the Effective Date of
FASB Statement No. 133." This statement is not applicable to the
Company.
RECLASSIFICATIONS
Certain amounts have been reclassified in the 1998 and 1997 balances to
conform to the 1999 presentation.
NOTE 3 - RISKS AND UNCERTAINTIES
TECHNOLOGICAL OBSOLESCENCE
The computer industry is characterized by rapid technological
advancement and change. Should demand for the Company's products prove
to be significantly less than anticipated, the ultimate realizable
value of such products could be substantially less than the amounts
reflected in the accompanying balance sheet.
RELIANCE ON INDEPENDENT AND RELATED PARTY MANUFACTURERS/SUBCONTRACTORS
The Company does not maintain its own manufacturing or production
facilities and does not intend to do so in the foreseeable future. The
Company anticipates that its products will be manufactured and its raw
materials and components will be supplied by independent companies,
some of which are stockholders of the Company. Many of these
independent companies may manufacture and supply products for the
Company's existing and potential competitors. As is customary in the
manufacturing industry, the Company does not have any material ongoing
licensing or other supply agreement with its manufacturers and
suppliers. Typically, the purchase order is the Company's "agreement"
with the manufacturer. Therefore, any of these companies could
terminate its relationship with the Company at any time. In the event
the Company were to have difficulties with its present manufacturers
and suppliers, the Company could experience delays in supplying
products to its customers.
RELIANCE ON ORIGINAL EQUIPMENT MANUFACTURING ("OEM") CUSTOMERS AND
RETAIL DISTRIBUTORS
The Company's success will depend to a significant extent upon the
ability to develop and maintain a multi-channel distribution system
with OEM customers and retail distributors to sell the Company's
products in the marketplace. There can be no assurance that the Company
will be successful in obtaining and retaining the OEM customers and
retail distributors it requires to continue to grow and expand its
marketing and sales efforts.
F-15
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 3 - RISKS AND UNCERTAINTIES (CONTINUED)
LISTING AND MAINTENANCE CRITERIA FOR NASDAQ SECURITIES
The Company intends to apply for listing of its common stock on NASDAQ
for the Small-Cap Market. The initial listing standards for the NASDAQ
Small-Cap Market require that the Company have total assets of at least
$4,000,000, total stockholders' equity of at least $2,000,000, a public
float of at least 100,000 shares with a market value of at least
$1,000,000, at least 300 stockholders, a minimum bid price for its
common stock of $3 per share, and at least two market makers. To
maintain its listing on the NASDAQ Small-Cap Market, the Company must
continue to be registered under Section 12(g) of the Securities and
Exchange Act of 1934 and have total assets of at least $2,000,000,
total stockholders' equity of at least $1,000,000, a public float of at
least 100,000 shares with a market value of at least $200,000, at least
300 stockholders, a minimum bid price for its common stock of $1 per
share, and at least two market makers. There is no assurance that the
Company will be able to obtain or maintain the standards for NASDAQ
Small-Cap Market listing.
NOTE 4 - CONCENTRATIONS OF RISK
CASH
As of December 31, 1998 and September 30, 1999, the Company maintained
cash balances with a national bank totaling $1,398,596 and $1,317,810
(unaudited), respectively, in excess of federally insured amounts of
$100,000.
CUSTOMERS
During the year ended December 31, 1998, the Company had sales to three
major customers that represented approximately 32%, 26%, and 17% of net
sales. As of December 31, 1998, the Company had three customers that
accounted for 47%, 25% and 15% of accounts receivable.
During the year ended December 31, 1997, the Company had sales to two
major customers that each represented approximately 27% of net sales.
During the nine months ended September 30, 1999, the Company had sales
to three major customers that represented approximately 36%
(unaudited), 31% (unaudited), and 16% (unaudited) of net sales. As of
September 30, 1999, the Company had three customers that accounted for
29% (unaudited), 27% (unaudited) and 17% (unaudited) of accounts
receivable.
During the nine months ended September 30, 1998, the Company had sales
to two major customers that represented approximately 38% (unaudited)
and 20% (unaudited) of net sales.
F-16
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 4 - CONCENTRATIONS OF RISK (CONTINUED)
SUPPLIERS
During the year ended December 31, 1998, the Company purchased
inventory from three related party vendors that represented
approximately 42%, 27%, and 11% of purchases. As of December 31, 1998,
no one supplier represented 10% or more of accounts payable.
During the year ended December 31, 1997, the Company purchased
inventory from one related party vendor that represented approximately
33% of purchases.
During the nine months ended September 30, 1999, the Company purchased
inventory from three related-party vendors that represented
approximately 38% (unaudited), 15% (unaudited) and 13% (unaudited) of
purchases. As of September 30, 1999, two suppliers represented 33%
(unaudited) and 30% (unaudited) of accounts payable.
During the nine months ended September 30, 1998, the Company purchased
inventory from one related-party vendor that represented approximately
30% (unaudited) of purchases.
NOTE 5 - INVENTORY
Inventory consisted of the following:
<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
--------------- ------------------
(unaudited)
<S> <C> <C>
Raw materials $ 440,887 $ 856,557
Finished goods 292,947 1,368,381
--------------- ------------------
TOTAL $ 733,834 $ 2,224,938
=============== ==================
</TABLE>
F-17
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 6 - FURNITURE AND EQUIPMENT
Furniture and equipment consisted of the following:
<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
--------------- ------------------
(unaudited)
<S> <C> <C>
Computer equipment and software $ 120,082 $ 170,311
Warehouse equipment 20,893 43,009
Office furniture and equipment 66,655 79,731
Equipment under capital lease 15,198 15,198
Leasehold improvements 16,679 31,628
--------------- ------------------
239,507 339,877
Less accumulated depreciation and amortization 106,276 142,300
--------------- ------------------
TOTAL $ 133,231 $ 197,577
=============== ==================
</TABLE>
Depreciation and amortization expense for the years ended December 31,
1998 and 1997 and the nine months ended September 30, 1999 and 1998 was
$38,721, $28,160, $36,026 (unaudited), and $28,125 (unaudited),
respectively.
NOTE 7 - NOTES PAYABLE
In May 1998, the Company engaged an agent to assist in a private
placement (the "1998 Private Placement") to sell up to $250,000 of
units, as amended. Each unit consists of a $10,000 note (the "Note")
bearing interest at 10% per annum, repayable in full 90 days after the
declaration of effectiveness of a Registration Statement, as defined,
or 12 months from the date of issue, whichever comes first, and one
warrant, which shall expire thirty days after the declaration of
effectiveness of a Registration Statement of the Company registering
the shares underlying the warrants or twelve months from the date of
issue, whichever comes first. The warrants entitled the holder to
purchase that certain number of shares which was equal to one third of
the note amount divided by the price per share of common stock
registered in the Registration Statement, all at the aggregate exercise
price of $1.00. The warrants were deemed by management to be contingent
consideration based on the requirement of an effective Registration
Statement. As no Registration Statement was effected, none of these
warrants were exercisable at any time prior to their expiration in May
and June 1999. Under the provisions of APB 12, management determined
the relative fair value of the warrants to be nominal due to the
contingent nature of the warrants. Accordingly, none of the proceeds
were allocated to these warrants which expired in May and June 1999.
The Company sold 25 units for proceeds of $250,000. As of December 31,
1998, accrued interest totaled $14,375, and is included in accounts
payable and accrued expenses on the accompanying balance sheets. As of
September 30, 1999, all principal and interest had been paid
(unaudited).
F-18
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 7 - NOTES PAYABLE (CONTINUED)
No expense was recorded for these warrants as such were issued with an
exercise price greater than fair market value (see Note 12). In
addition, the Company paid $25,000 to the agent for services provided.
Such is included in prepaid expenses and other current assets on the
accompanying balance sheet and is being amortized over the term of the
Notes.
NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued liabilities consisted of the following:
<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
--------------- ------------------
(unaudited)
<S> <C> <C>
Accounts payable $ 278,337 $ 1,494,027
Accrued rebates and marketing 868,113 2,183,241
Accrued compensation and related benefits 142,906 28,395
Other 251,287 268,968
--------------- ------------------
TOTAL $ 1,540,643 $ 3,974,631
=============== ==================
</TABLE>
NOTE 9 - CREDIT LINES FROM RELATED PARTIES
The Company has available a $2,000,000 credit line from a stockholder
and supplier for inventory purchases. Borrowings are non-interest
bearing and are due 60 days from the date of borrowing. Borrowings are
subordinated to bank financings. The credit agreement can be mutually
terminated at any time. As of December 31, 1998, no borrowings were
outstanding under this agreement. During the nine months ended
September 30, 1999 (unaudited), such agreement was mutually terminated.
In connection with a 1997 Strategic Alliance Agreement (the "1997
Strategic Alliance Agreement") (see Notes 11 and 12), the Company also
has available a second line of credit through another stockholder and
supplier for borrowings up to $2,000,000. Borrowings are non-interest
bearing and are due 75 days from the date of borrowing. The credit
agreement can be mutually terminated at any time. As of December 31,
1998 and September 30, 1999 (unaudited), there were no outstanding
borrowings under this arrangement.
F-19
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 9 - CREDIT LINES FROM RELATED PARTIES (CONTINUED)
In connection with an April 1999 subscription agreement, the Company
also has available an additional line of credit through a stockholder
and vendor that provides a trade credit facility of up to $5,000,000
carrying net 75 day terms, as defined (see Note 12). As of September
30, 1999, there were no outstanding borrowings under this arrangement.
NOTE 10 - NOTE PAYABLE TO RELATED PARTY
As of December 31, 1998, the note payable to related party represents a
convertible promissory note to a stockholder for inventory purchases.
The note bore interest at 8% and matured March 1, 1997. Accrued
interest related to this note totaling $48,888 is included in accounts
payable and accrued expenses on the accompanying balance sheet as of
December 31, 1998. As of December 31, 1998, the Company was in default
under the agreement and disputes any obligation as no consideration was
received. The Company ceased accruing interest as of August 1997. In
March 1999, the statute of limitations for collection on this note
expired.
During the nine months ended September 30, 1999, the Company has
reflected as a reduction to cost of sales $354,388 (unaudited) of the
total debt and related interest. Management does not believe any
litigation will arise and has had no contact with such related party.
Pursuant to the terms of the note payable, in the event the Company or
its assets are sold or the Company commences an offering of common
stock, as defined, the note holder had the right to convert the
outstanding balance, including all accrued interest thereon, into
shares of the Company's common stock. The conversion factor was defined
as either the price per share in the event of sale or the initial
public offering price, as defined, divided by 1.5.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
LEASES
The Company leases its facilities and certain equipment under
non-cancelable, operating lease agreements, expiring through May 2003.
The Company also leases certain manufacturing equipment under a capital
lease obligation expiring January 2001.
Future aggregate minimum annual lease payments under capital and
operating lease arrangements are as follows as of December 31, 1998:
F-20
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
<TABLE>
<CAPTION>
Year Ending Capital Operating
December 31, Leases Leases
------------ -------- ---------
<S> <C> <C>
1999 $ 5,247 $126,728
2000 5,247 171,456
2001 437 171,456
2002 - 171,456
2003 - 71,440
-------- --------
10,931 $712,536
========
Less amount representing interest 4,000
--------
Present value of minimum lease payments 6,931
Less current portion 208
--------
TOTAL $ 6,723
========
</TABLE>
Interest expense was insignificant for the years ended December 31,
1998 and 1997 and for the nine months ended September 30, 1999
(unaudited) and 1998 (unaudited).
Rent expense was $68,480, $64,069, $83,172 (unaudited), and $51,320
(unaudited) for the years ended December 31, 1998 and 1997 and the nine
months ended September 30, 1999 and 1998, respectively, and is included
in general and administrative expenses in the accompanying statements
of operations.
SERVICE AGREEMENTS
Periodically, the Company enters into various agreements for services
including, but not limited to, public relations, financial consulting,
and manufacturing consulting. The agreements generally are ongoing
until such time they are terminated, as defined. Compensation for
services is paid either on a fixed monthly rate or based on a
percentage, as specified. As of December 31, 1998, the Company was
party to one such agreement. During the year ended December 31, 1998,
the Company incurred $140,498 in connection with such arrangements.
Amounts incurred during the year ended December 31, 1997 were
insignificant. During the nine months ended September 30, 1999 and
1998, the Company incurred $159,598 (unaudited) and $88,911
(unaudited), respectively, in connection with such agreements.
F-21
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
EMPLOYMENT CONTRACT
The Company has entered into an employment contract with one of its
officers which expires upon written termination. The agreement calls
for a minimum base salary and provides for certain expense allowances.
In addition, the agreement provides for a bonus based on the "net
profits" of the Company, as defined. The bonus amount ranges from
$20,000 to $70,000 for net profits up to $500,000. For net profits in
excess of $500,000, the bonus is 7% of such excess. No bonus amounts
were paid during the years ended December 31, 1998 and 1997 or during
the nine months ended September 30, 1999 (unaudited) and 1998
(unaudited) under the terms of this agreement.
RETAIL AGREEMENTS
In connection with certain retail agreements, the Company has agreed to
pay for certain marketing development and advertising on an ongoing
basis. Marketing development and advertising costs are generally agreed
upon at the time of the event. The Company also records a liability for
co-op marketing based on management's evaluation of historical
experience and current industry and Company trends. During the years
ended December 31, 1998 and 1997 and the nine months ended September
30, 1999 and 1998, the Company incurred $369,679, $287,398, $738,918
(unaudited), and $290,152 (unaudited), respectively, related to these
agreements. Such is included in selling, marketing, and advertising in
the accompanying statements of operations.
RELATED PARTY LICENSE AND DISTRIBUTION AGREEMENT
In connection with the 1997 Strategic Alliance Agreement (see Notes 9
and 12), the Company entered into a definitive license agreement with a
stockholder and lender, whereby the Company will license all of its
current and future products for nonexclusive distribution into all
countries other than the United States and Canada and to mutually
agreed-upon OEM's for royalties, as defined. During the years ended
December 31, 1998 and 1997 and during the nine months ended September
30, 1999 (unaudited), the Company earned no royalties under the terms
of this agreement.
In addition, the Company had two-year exclusive rights through retail
channels and select OEMs, as defined, in the North American market to
sell products purchased from such stockholder and supplier. This
agreement expired May 1998 and was renewable by written agreement. The
agreement was not renewed.
F-22
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS
1996 PRIVATE PLACEMENT OF COMMON STOCK
In connection with a March 1996 private placement of units consisting
of common stock and warrants whereby the minimum investment was 16,667
units at $1.50 per unit, or $25,000, the Company issued 568,002 shares
of common stock for cash at $1.45 per share and 577,335 warrants for
cash at $0.05 per warrant. The Unit price was allocated between common
stock and warrants based on management's determination of relative fair
market value. The Company raised $853,500 in connection with this
offering. Concurrent with this offering, the Company converted $627,500
of notes payable into 598,328 shares of common stock at $1 per share
and 598,328 warrants at $0.05 per warrant. These warrants allow the
holder to purchase common stock at $2.50 per share, exercisable for a
period of three years from the date of issuance. The Company is
obligated to register the common stock issuable upon exercise of these
warrants in any subsequent Registration Statement filed with the
Securities and Exchange Commission ("Piggyback Registration Rights").
These units also carry demand registration rights, as defined. Through
December 31, 1998, none of these warrants have been exercised. During
the nine months ended September 30, 1999 (unaudited), none of these
warrants were exercised and such warrants expired.
As consideration for placement agent services rendered in connection
with the March 1996 private placement, the Company issued to the
placement agents the following warrants: 58,000 warrants to purchase
common stock at an exercise price of $0.70 per share, 131,850 warrants
to purchase common stock at an exercise price of $0.01 per share, and
151,850 warrants to purchase common stock at an exercise price of $1.65
per share. The term of these warrants is three years from the date of
issuance, and these warrants carry Piggyback Registration Rights.
Through December 31, 1998, none of these warrants have been exercised.
During the nine months ended September 30, 1999 (unaudited), none of
these warrants were exercised and such warrants expired.
On December 16, 1996, the Company entered into a private Stock Purchase
Agreement with an officer whereby the Company sold 250,000 units at
$1.00 per unit, or $250,000. Each unit consisted of one share of common
stock and one warrant to purchase Company stock exercisable at a price
of $1.00 per share for a term of two years. The fair market value of
the common stock and the warrants was deemed by management to be $1.45
and $0.05, respectively, based on relative fair market value.
Accordingly, the Company recorded $125,000 of compensation expense
related to this transaction. The warrants were not exercised and have
expired.
F-23
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
1997 PRIVATE PLACEMENT OF COMMON STOCK
In February 1997, the Company commenced an offering of up to 600,000
units, consisting of one share of restricted common stock for cash at
$1.24 per share and one warrant for cash of $0.01 per warrant for a
total price of $1.25 per unit ("Unit"), as amended. The Unit price was
allocated between common stock and warrants based on management's
determination of relative fair market value. The warrants are
exercisable in whole or in part at any time during the three years from
date of issuance at an exercise price of $4.50 and are callable by the
Company, as defined. The Units carry registration rights, as defined,
as the common stock and the common stock underlying the warrants have
not been registered under the Securities Act of 1933. The offering
closed in September 1997, at which time the Company had sold 364,000
Units for total proceeds of $455,000. Offering costs related to this
private placement totaled approximately $25,000. Through December 31,
1998, none of these warrants have been exercised. During the nine
months ended, September 30, 1999 (unaudited), none of these warrants
have been exercised.
As consideration for placement services rendered in connection with the
February 1997 private placement, the Company issued to a placement
agent 13,200 warrants carrying the same terms as the warrants discussed
in the preceding paragraph. During the nine months ended, September 30,
1999 (unaudited), none of these warrants have been exercised.
COMMON STOCK ISSUED FOR CASH
Through December 31, 1996, the Company issued an aggregate 6,809,998 of
shares of common stock for cash totaling $1,186,384, or ranging from
$0.01 to $1.00 per share, net of costs of $55,216. Such issuances are
net of a 1995 buyback and retirement of 15,783,392 shares of common
stock at $0.03 per share, or $459,000 in aggregate.
COMMON STOCK ISSUED FOR SERVICES
Through December 31, 1996, the Company issued 16,666 restricted shares
of common stock for consulting services valued at $166, or $0.01 per
share. No compensation expense was charged to operations as the value
of the shares and the services was insignificant. In addition, expense
was not deemed appropriate by management as the value of the Company
was nominal prior to the effective date of the Acquisition Agreement,
the consummation of which was not assured.
In February and June 1997, the Company issued an aggregate 38,201
restricted shares of common stock for services to a consultant valued
at $38,201, or $1 per share. The fair value of the services received
was determined by management to be the value of such services had the
Company paid cash.
F-24
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
COMMON STOCK ISSUED FOR SERVICES (Continued)
During the year ended December 31, 1998, the Company issued 20,000
restricted shares of common stock to an officer in exchange for 20,000
freely tradable shares. The freely tradable shares were issued to a
consultant for public relations services valued at the fair market
value of the services received totaling $7,500, or $0.375 per share.
The fair market value of the services received was determined by
management to be the value of such services had the Company paid cash.
Management of the Company determined the value of the freely tradable
shares compared to the value of the restricted shares was nominal.
Accordingly, no contribution or expense was recorded by the Company.
The freely tradable shares issued carried a 90-day lock-up.
COMMON STOCK ISSUED IN CONNECTION WITH THE EXERCISE OF WARRANTS
Through December 31, 1996, the Company issued an aggregate of 1,395,312
restricted shares of common stock in connection with the exercise of
warrants for cash totaling $100,566, or at a per share price ranging
from $0.01 to $0.25 per share.
During the year ended December 31, 1997, the Company issued an
aggregate of 338,739 restricted shares of common stock in connection
with the exercise of warrants for cash of $17,135, or at a per share
price of $0.05 or $0.10 per share.
During the year ended December 31, 1998, the Company issued an
aggregate of 1,105,596 restricted shares of common stock in connection
with the exercise of warrants for cash of $25,551, or at a per share
price ranging from $0.05 to $0.55 per share.
During the nine months ended September 30, 1999, the Company issued an
aggregate of 544,938 (unaudited) restricted shares of common stock in
connection with the exercise of warrants for cash totaling $69,710
(unaudited), or at a per share price ranging from $0.01 (unaudited) to
$0.30 (unaudited) per share.
OTHER COMMON STOCK TRANSACTIONS
In March 1996, in connection with the Acquisition Agreement, the
Company issued 624,704 shares of common stock (see Note 1).
In December 1997, the Company purchased from three officers an
aggregate 9,000 freely tradable shares of common stock for cash of
$19,800, or at $2.20 per share. Such treasury shares were sold to an
outside third party pursuant to an October 1997 agreement for software
valued at $25,958, or at $2.88 per share.
F-25
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
STRATEGIC ALLIANCE AGREEMENTS
On May 6, 1996, the Company entered into a strategic alliance agreement
with an electronics manufacturer whereby for consideration of $342,000
the Company issued 1,000,000 shares of restricted Company common stock.
In connection with this agreement, the electronics manufacturer agreed
to establish a $1,000,000 unsecured line of credit in favor of the
Company, later increased to $2,000,000. No value was assigned to the
establishment of the line of credit as such line was deemed to not
carry any market value. As of December 31, 1998 and June 30, 1999,
there were no outstanding borrowings under this agreement.
On September 19, 1997, the Company entered into a strategic alliance
agreement with an electronics manufacturer, whereby the Company issued
2,000,000 restricted shares of common stock in exchange for $250,000 in
cash and $1,250,000 of inventory (valued at transferor's cost basis)
for a total value of $1,500,000, or $0.75 per share. Of the $1,250,000,
$481,260 was credited toward inventory purchased prior to the
agreement. The remaining $768,740 was to be applied to future inventory
purchases. As of December 31, 1998, all of the inventory had been
received by the Company. These shares carry registration rights, as
defined. In connection with this agreement, this electronics
manufacturer has established a line of credit for the Company and has
certain license and distribution agreements (see Notes 9 and 11).
Effective February 3, 1999, the Company issued 16,666,667 shares of
restricted common stock to a stockholder and vendor valued at $0.30 per
share for $5,000,000 of inventory, as defined (valued at transferor's
cost basis). In connection with this transaction, the stockholder and
vendor established a $5,000,000 line of credit (see Note 9). No value
was assigned to the establishment of the line of credit as such line
was deemed to not carry any market value.
Generally, all new issuances of common stock made by the Company carry
registration rights.
F-26
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
WARRANTS
In connection with an October 1995 private placement of notes payable
and warrants, the Company issued 805,000 A Warrants to purchase common
stock for $0.05 per share exercisable for five years from the date of
issuance, and 805,000 B Warrants to purchase common stock for $0.95 per
share exercisable for five years from the date of issuance. For every
30 days the B Warrants were outstanding, commencing six months from the
date of issuance, the B Warrant holders were entitled to a $0.04
discount on the exercise price per month to a minimum exercise price of
$0.50 per share. Interest expense ascribed to the warrants was deemed
to be insignificant and recording such was not deemed appropriate by
management as the value of the Company was nominal prior to the
effective date of the Acquisition Agreement, the consummation of which
was not assured. During the years ended December 31, 1998 and 1997, A
Warrants aggregating 25,000 and 316,132, respectively, have been
exercised. Through December 31, 1996, A Warrants aggregating 63,868
have been exercised. During the year ended December 31, 1998, B
Warrants aggregating 25,001 were exercised for cash of $0.55 per share,
as adjusted. During the nine months ended September 30, 1999, A
Warrants aggregating 144,625 (unaudited) have been exercised. These
units carry Piggyback Registration Rights, as defined.
In September 1998, the Company effected the B Warrant call. Pursuant to
the terms of the private placement, the B Warrants were callable at the
option of the Company, on or after the date that its common stock is
registered, in the event its common stock market price equals or
exceeds $2.00 per share for 30 consecutive days. The B Warrant holders
had the option to either exercise their B Warrants or have their B
Warrants terminated. The common stock of the Company has not been
registered. The B Warrant holders who elected to exercise their
warrants were given freely-tradable shares held by an
officer/stockholder. The Company issued restricted shares to the
officer/stockholder to replace the shares transferred in connection
with the exercise of the B Warrants. Management of the Company
determined the value of the freely tradable shares compared to the
value of the restricted shares was nominal. Accordingly, no
contribution or expense was recorded by the Company.
In connection with an October 1995 debt private placement, for
placement agent services, the Company issued 125,125 A Warrants to
purchase common stock for $0.10 per share exercisable for five years
from the date of issue and 125,125 B Warrants to purchase common stock
for $1.10 per share exercisable for five years from the date of issue.
During the year ended December 31, 1998, no A or B Warrants were
exercised. During the years ended December 31, 1997 and 1996, 25,107
and 2,812 A Warrants were exercised, respectively. During the nine
months ended September 30, 1999, A Warrants totaling 5,313 (unaudited)
have been exercised.
F-27
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
WARRANTS (Continued)
In October 1995, the Company issued to an officer 340,000 warrants to
purchase restricted shares of common stock for $0.01 per share
exercisable for five years from the date of grant. No compensation
expense was charged to operations as the fair value of the shares and
services received was nominal. Fair value was determined by management
to be the amount that would have been paid had the Company paid cash
for such services. In addition, expense was not deemed appropriate by
management as the value of the Company was nominal prior to the
effective date of the Acquisition Agreement, the consummation of which
was not assured. These warrants carry Piggyback Registration Rights, as
defined. During the year ended December 31, 1998, 200,000 of these
warrants were exercised. During the nine months ended September 30,
1999, the remaining 140,000 (unaudited) warrants were exercised.
During the years ended December 31, 1996 and 1995, the Company issued
an aggregate 100,000 warrants to purchase restricted shares of common
stock for $1.65 per share exercisable five years from date of grant to
a consultant for services provided. Compensation expense related to
these warrants, as determined by management to be the fair value of
services received had the Company paid cash, was insignificant. Through
December 31, 1998, 30,000 of these warrants have been exercised. During
the nine months ended September 30, 1999 (unaudited), none of the
remaining warrants were exercised. These warrants carry registration
rights, as defined.
During the year ended December 31, 1996, the Company issued to an
outside consultant for services received 7,500 warrants to purchase
restricted shares of common stock for a per share price of $0.75
exercisable for five years from the date of grant. The Company recorded
$2,250 of consulting expense to reflect the fair value of the services
received. Fair value was determined by management to be the value of
such services had the Company paid cash. During the year ended December
31, 1997, such warrants expired.
During the year ended December 31, 1996, the Company issued to an
officer 190,000 warrants to purchase restricted shares of common stock
for $0.01 per share exercisable for five years from the date of grant.
Compensation expense was charged to operations totaling $9,500,
representing the value of the bonus for additional services rendered to
the Company had the Company paid cash for such services. These warrants
carry Piggyback Registration Rights, as defined. During the year ended
December 31, 1998, all of these warrants were exercised.
F-28
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
WARRANTS (Continued)
During the year ended December 31, 1997, the Company issued to outside
parties 162,465 warrants to purchase restricted shares of common stock
at a per share price ranging from $1.00 to $2.24 per share exercisable
up to five years from the date of grant. These warrants carry
registration rights, as defined. The Company recorded $42,465 of legal
and consulting expense to reflect the fair value of the services
received had the Company paid cash for such services. During the year
ended December 31, 1998, warrants to purchase 35,000 shares of common
stock at $1.68 per share expired. Through December 31, 1998, none of
these warrants have been exercised. During the nine months ended
September 30, 1999, the remaining 127,465 (unaudited) warrants expired.
During the year ended December 31, 1998, the Company issued to outside
consultants 30,000 warrants to purchase restricted shares of common
stock at a per share price of $0.01 or $1.00 per share exercisable up
to five years from the date of grant. These warrants carry registration
rights, as defined. The Company recorded $20,163 of consulting expense
to reflect the fair value of the services received, of which $5,163
represents the difference between the fair market value of the
underlying common shares and the exercise price of the warrants and the
remaining $15,000 represents the fair value of the services received
had the Company paid cash for such services. During the year ended
December 31, 1998, warrants to purchase 15,000 shares of common stock
at $0.01 were exercised. During the nine months ended September 30,
1999, warrants to purchase 5,000 (unaudited) shares of common stock
were exercised.
In February 1999, the Company issued options to purchase 200,000
(unaudited) shares of restricted common stock to the Company's law
firm. The options are exercisable at $0.30 (unaudited fair market
value) per share for one year. Management of the Company determined
that no additional amounts would have been paid to such law firm for
services, as invoiced services are paid in cash. Accordingly, no legal
expense was recorded by the Company. During the nine months ended
September 30, 1999, such options were exercised.
STOCK OPTION PLANS
The Company has incentive stock option and non-qualified stock option
plans (the "Plans") for directors, officers, key employees, and
consultants. The Plans provide for the granting of options for common
shares at exercise prices equal to or exceeding the fair market value
at the date of grant, as determined by the Board of Directors. Options
generally become exercisable over a period of up to five years from the
date of grant and no less than 20% shall become exercisable annually,
as determined by the Board of Directors.
F-29
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
STOCK OPTION PLANS (Continued)
None of the options granted are exercisable prior to one year from the
date of grant, unless specified by the Board of Directors. In no event
are options to be exercisable after 10 years from the date of grant.
The Board of Directors has authorized a total of 3,751,976 shares to be
available for grant under the Company's stock option Plans.
Options granted under the Plans may be either "incentive stock
options," within the meaning of Section 422 of the Internal Revenue
Code, or "non-qualified stock options," as determined by the Committee
at the time of grant. No incentive stock option may be granted to any
person who owns stock possessing more than 10% of the combined voting
power of all classes of the Company's stock or of its parent ("10%
Stockholders") unless the exercise price is at least equal to 110% of
fair market value on the date of grant. Options may be granted under
the Plans for terms of up to 10 years, except for incentive stock
options granted to 10% Stockholders, which are limited to five-year
terms.
The exercise price in the case of incentive stock options granted under
the Plans must be at least equal to the fair market value of the common
stock as of the date of grant. No incentive stock options may be
granted to an optionee under the Plans if the aggregate fair market
value (determined on the date of grant) of the stock with respect to
which incentive stock options are exercisable by such optionee in any
calendar year under all such plans of the Company and its affiliates
exceeds $100,000.
In February 1996, the Company issued options to an officer to purchase
650,000 restricted shares of common stock at $0.01 per share
exercisable five years from the date of grant. Compensation expense was
charged to operations totaling $6,500, representing the fair value of a
bonus for additional services rendered to the Company. These options
vested on the date of grant. Additional compensation expense was not
deemed appropriate by management as the value of the Company was
nominal prior to the effective date of the Acquisition Agreement, the
consummation of which was not assured.
In April 1996, the Company issued options to purchase restricted shares
of common stock at $0.01 per share to two employees below market,
resulting in the Company recording deferred compensation of $124,000,
which was being amortized over five years, the vesting period of the
options. During the year ended December 31, 1997, one of the employees
left the Company and forfeited his options. Accordingly, the Company
reversed the deferred compensation relating to this employee.
The balance of deferred compensation as of December 31, 1998 and 1997
and as of September 30, 1999 and 1998 totaled $27,900 and $40,300,
respectively, and $18,600 (unaudited) and $31,000 (unaudited),
respectively.
F-30
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
STOCK OPTION PLANS (Continued) During the years ended December 31,
1998 and 1997, the Board of Directors granted options to purchase
350,000 and 300,000, respectively, shares of common stock to an
officer and to an employee at exercise prices ranging from $1.13 to
$1.82. The options vested immediately and expire over two to five
years.
The following summarizes options and warrants granted and
outstanding through September 30, 1999:
<TABLE>
<CAPTION>
Number of Shares Weighted-
--------------------------------- Average
Non- Exercise
Employee Employee Total Price
--------------- ---------------- --------------- ----------
<S> <C> <C> <C> <C>
Balance, December 31,
1996 750,000 4,181,633 4,931,633 $ 0.99
Granted 350,000 526,465 876,465 $ 2.74
Exercised - (341,239) (341,239) $ 0.05
Expired, cancelled (50,000) (7,500) (57,500) $ 0.11
--------------- ---------------- ---------------
Balance, December 31,
1997 1,050,000 4,359,359 5,409,359 $ 1.31
Granted 300,000 30,000 330,000 $ 1.07
Exercised (650,000) (455,001) (1,105,001) $ 0.03
Expired, called - (1,190,124) (1,190,124) $ 1.11
--------------- ---------------- ---------------
Balance, December 31,
1998 700,000 2,744,234 3,444,234 $ 1.80
Granted (unaudited) - 200,000 200,000 $ 0.30
Exercised (unaudited) (50,000) (494,938) (544,938) $ 0.34
Expired, cancelled
(unaudited) (50,000) (1,644,828) (1,694,828) $ 2.08
--------------- ----------------- -----------
BALANCE, SEPTEMBER 30,
1999 (UNAUDITED) 600,000 804,468 1,404,468 $ 1.94
=============== ================ ===============
</TABLE>
The following table sets forth the exercise prices, the number of
warrants and stock options exercisable and outstanding and the
remaining contractual lives of such warrants and stock options as of
December 31, 1998:
F-31
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
STOCK OPTION PLANS (Continued)
<TABLE>
<CAPTION>
Weighted-
Number of Average
Range of Options and Remaining
Exercise Prices Warrants Contractual Life
-------------------- ------------------ ----------------
<S> <C> <C>
$ 0.01 to 0.50 869,056 1.5 years
$ 0.51 to 1.00 105,465 1.2 years
$ 1.13 to 1.25 360,000 3.4 years
$ 1.65 to 1.82 521,850 0.6 years
$ 2.24 to 2.50 1,210,663 0.2 years
$ 4.50 377,200 1.1 years
------------------
3,444,234
==================
</TABLE>
Pro forma information regarding net income (loss) and earnings (loss)
per share is required by SFAS No. 123 and has been determined as if the
Company had accounted for its employee stock options under the fair
value method of SFAS No. 123. The fair value for these options was
estimated at the date of grant using the Black-Scholes option pricing
model with the following weighted-average assumptions for the years
ended December 31, 1998 and 1997: risk free interest rate of 5.25%;
dividend yield of 0%; expected life of five years; and expected
volatility of 92%.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion,
the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options vesting period.
Adjustments are made for options forfeited prior to vesting. The effect
on compensation expense, net income (loss) and net income (loss) per
common share had compensation costs for the Company's stock option
plans been determined based on a fair value at the date of grant
consistent with the provisions of SFAS No. 123 for the years ended
December 31, 1998 and 1997 are as follows:
F-32
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 12 - CAPITAL TRANSACTIONS (CONTINUED)
STOCK OPTION PLANS (Continued)
<TABLE>
<CAPTION>
1998 1997
--------------- ----------------
<S> <C> <C>
Net loss
As reported $ (338,018) $ (1,459,527)
Pro forma $ (569,014) $ (1,845,027)
Basic and diluted loss per common share
As reported $ (0.02) $ (0.12)
Pro forma $ (0.04) $ (0.16)
</TABLE>
NOTE 13 - SETTLEMENT AGREEMENT
In March 1998, the Company entered into a Modem Card Settlement
Agreement with an outside company whereby the Company assigned
exclusive property rights of a specified product in exchange for
$250,000. In connection with this agreement, an officer and stockholder
was paid a bonus totaling $11,500.
NOTE 14 - RELATED PARTY TRANSACTIONS
During the years ended December 31, 1998 and 1997, the Company had
purchases from related parties totaling $6,118,082 and $1,244,565,
respectively.
During the nine months ended September 30, 1999, the Company purchased
inventory totaling $840,370 (unaudited) on behalf of a related party.
Such inventory was sold at cost plus handling expenses resulting in
other income to the Company of $21,938 (unaudited).
During the nine months ended September 30, 1999, the Company had
revenues from two related parties totaling approximately $2,074,000
(unaudited).
During the nine months ended September 30, 1999 and 1998, the Company
had purchases from related parties totaling approximately $10,143,000
(unaudited) and $1,637,000 (unaudited), respectively.
Revenues and purchases from related parties for all other periods
presented were not significant.
F-33
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 15 - INCOME TAXES
The components of the income tax provision were as follows:
<TABLE>
<CAPTION>
For the Years Ended For the Nine Months Ended
December 31, September 30,
--------------------------------- ---------------------------------
1998 1997 1999 1998
--------------- ---------------- --------------- ----------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Current $ 800 $ 800 $ 800 $ 800
Deferred - - - -
--------------- ---------------- --------------- ----------------
TOTAL $ 800 $ 800 $ 800 $ 800
=============== ================ =============== ================
</TABLE>
Income tax expense (benefit) for the years ended December 31, 1998 and
1997 differed from the amounts computed applying the federal statutory
rate of 34% to pre-tax income as a result of:
<TABLE>
<CAPTION>
1998 1997
--------------- ------------------
<S> <C> <C>
Computed "expected" tax benefit $ (114,654) $ (495,967)
Income (reduction) in income taxes resulting from
Expenses not deductible for tax purposes 17,999 9,062
Change in beginning of the year balance of the
valuation allowance for deferred tax assets
allocated to income tax expense 96,927 487,177
State and local income taxes, net of tax benefit 528 528
--------------- ------------------
TOTAL $ 800 $ 800
=============== ==================
</TABLE>
Significant components of the Company's deferred tax assets and
liabilities for federal income taxes for the year ended December 31,
1998 and the nine months ended September 30, 1999 consisted of the
following:
F-34
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 15 - INCOME TAXES (CONTINUED)
<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
--------------- ------------------
(unaudited)
<S> <C> <C>
Deferred tax assets
Net operating loss $ 1,259,000 $ 628,000
Alternative minimum tax 682,000 551,000
Allowance for doubtful accounts 19,000 30,000
Allowances for sales returns 28,000 41,000
Allowances for price protection 62,000 299,000
Other 13,000 15,000
Valuation allowance (1,988,000) (1,457,000)
--------------- ------------------
Total deferred tax assets 75,000 107,000
Deferred tax liabilities
State tax 75,000 107,000
--------------- ------------------
TOTAL $ - $ -
=============== ==================
</TABLE>
The valuation allowance for deferred tax assets as of December 31, 1998
and September 30, 1999 totaled approximately $1,988,000 and $1,457,000
(unaudited), respectively. The net change in the valuation allowance
for the year ended December 31, 1998 and the nine months ended
September 30, 1999 was an increase of approximately $88,000 and a
decrease of approximately $531,000 (unaudited), respectively.
As of December 31, 1998, the Company had net tax operating loss
carryforwards of approximately $3,142,000 available to offset future
federal taxable income and tax liabilities. The federal carryforwards
expire in varying amounts from 2008 to 2018. The Company also had net
tax operating loss carryforwards of approximately $2,157,000 available
to offset future California taxable income and tax liabilities. The
state carryforwards expire in 2003 and 2009.
F-35
<PAGE>
I/O MAGIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
(THE INFORMATION WITH RESPECT TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED.)
- --------------------------------------------------------------------------------
NOTE 16 - YEAR 2000 ISSUE
The Company is conducting a comprehensive review of its computer
systems, is inquiring of its major customers and suppliers to identify
systems that could be affected by the Year 2000 Issue, and is
developing an implementation plan to resolve the Issue.
The Issue is whether computer systems will properly recognize
date-sensitive information when the year changes to 2000. Systems that
do not properly recognize such information could generate erroneous
data or cause a system to fail. The Company is dependent on computer
processing in the conduct of its business activities.
Based on the review of the computer systems, management does not
believe the cost of implementation will be material to the Company's
financial position and results of operations.
F-36
<PAGE>
December 10, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Part II, Item 3. (1) of Amendment 1 to Form 10-SB dated November
16, 1999, of I/O Magic Corporation (I/O Magic) and are in agreement with the
statements contained in the first three sentences of the first paragraph and
the first sentence of the second paragraph.
In addition, we have no basis to agree or disagree with other statements of
the registrant contained in paragraphs one or two of the above referenced
filing.
Subsequent to the issuance of our Report of Independent Auditors dated March
14, 1997, except for Note 9, as to which the date is July 8, 1997, with
respect to the balance sheet of I/O Magic as of December 31, 1996 and the
related statements of operations, shareholders' equity (deficiency), and cash
flows for the year ended December 31, 1996 (the December 31, 1996 financial
statements), I/O Magic recorded certain entries to restate the December 31,
1996 financial statements. We are unable to express an opinion on the
December 31, 1996 financial statements, as restated, as we have not performed
any procedures with respect to the adjustments recorded by I/O Magic.
/s/ ERNST & YOUNG LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1998 (AUDITED) AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 SEP-30-1999
<PERIOD-END> DEC-31-1998 SEP-30-1999
<CASH> 1,402,904 1,203,804
<SECURITIES> 0 0
<RECEIVABLES> 3,822,785<F2> 8,860,249<F2>
<ALLOWANCES> 46,372 76,097
<INVENTORY> 733,834 2,224,938
<CURRENT-ASSETS> 5,973,859 12,353,908
<PP&E> 239,507<F1> 339,876<F1>
<DEPRECIATION> 106,276 142,299
<TOTAL-ASSETS> 6,128,250 12,571,473
<CURRENT-LIABILITIES> 5,344,407 5,923,042
<BONDS> 0 0
0 0
0 0
<COMMON> 14,880 32,091
<OTHER-SE> 762,240 6,611,338
<TOTAL-LIABILITY-AND-EQUITY> 6,128,250 12,571,473
<SALES> 10,714,363 21,569,160
<TOTAL-REVENUES> 10,965,798 21,594,544
<CGS> 7,927,553 16,244,908
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 3,376,021 4,558,338
<LOSS-PROVISION> (192,238)<F3> 29,725<F3>
<INTEREST-EXPENSE> 16,674 12,786
<INCOME-PRETAX> (337,218) 788,099
<INCOME-TAX> 800 800
<INCOME-CONTINUING> (338,018) 787,299
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (338,018) 787,299
<EPS-BASIC> (0.02) 0.03
<EPS-DILUTED> (0.02) 0.03
<FN>
<F1> AT COST
<F2> BEFORE ALLOWANCE FOR DOUBTFUL ACCOUNTS
<F3> BRACKETS REPRESENTS INCOME
</FN>
</TABLE>
