UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE YEAR ENDED DECEMBER 31, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------- --------
Commission File Number 0-28309
INTERFACE E.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0430739
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
#133-11121 Horseshoe Way
Richmond, B.C., Canada V7A 5G7
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 837-6238
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES: [X] NO: [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The number of shares outstanding of the registrant's common stock as of
December 31, 1999 was 2,000,000.
Registrant had no revenues for its year ended December 31, 1999.
<PAGE 1>
Registrant's common stock is listed on the OTCBB under the symbol "IFCM" ;
however trading in Registrant's securities has not yet commenced.
The aggregate market value of the voting common stock held by non-affiliates
of Registrant is $50,000, or $.05 per share.
Registrant's Form 10SB12G and all exhibits thereto, are incorporated herein
by reference.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Interface E.com (the "Registrant") was incorporated in the State of
Nevada on March 30, 1999, for the purpose of providing internet
electronic commerce ("E-commerce") consulting services to small
and medium size businesses.
Registrant is authorized to issue up to 25,000,000 (twenty five
million) common shares, par value $0.001.
There have been no bankruptcy, receiverships, or similar
proceedings by or against Registrant. There has been no
material reclassification, merger, consolidation, or purchase
or sale of any significant asset(s).
Though in its developmental stage, Registrant has refined a
business model that will provide a combination of consulting
and related services to small and medium size businesses enabling
them to effectively engage in E-commerce. Registrant will also
design and implement electronic commerce applications for their
customers' Internet web-sites, with the primary focus being online
shopping and business-to-business trade via the Internet. The
Company has based its business model on the belief that E-commerce,
via the Internet, has reached a stage at which both suppliers and
buyers are equipped to execute transactions on-line, on a consistent
basis, with the volume necessary to conduct a viable business
environment. In addition, the market has produced hardware and
application software that now allows users to conduct E-commerce
transactions with relative ease while importantly maintaining
effective measures of security. Registrant believes consumers
have been adequately educated to navigate the World-Wide-Web
(Internet) and now, in general, feel comfortable shopping on-line
for a wide variety of goods and services.
As of the date of this filing, Registrant is still in its
developmental stage and has not yet commenced full business
operations or realized any revenues.
EMPLOYEES
As of December 1, 1999, Registrant had no employees other than its officers
and directors.
<PAGE 2>
ITEM 2. DESCRIPTION OF PROPERTY
Registrant is currently sharing the office and business premises of
its President, Jon Suk, and his father, Jong Suk, at #133 - 11121
Horseshoe Way, Richmond, BC, V7A 5G7. The business premises are
located in an industrial park and the offices consist of two floors
encompassing a total of 1,300 sq. ft. Registrant is paying a
portion of the rent and expenses, which totals approximately $330
per month. There is no lease agreement in place. The premises are
rented on a month to month basis from the Presidents father. His
father has run an established business from the above-mentioned
address since 1992. Registrant believes for the short-term that
this office arrangement and configuration is adequate, and will
pose no conflicts for current operations of Registrant.
ITEM 3. LEGAL PROCEEDINGS
Registrant is not a party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant's common stock is listed on the OTCBB pursuant to
NASD Rule 6740 and Rule 15c2-11 under the Securities Exchange Act of
1934 under the symbol "IFCM".
As of the date of filing this Registration Statement there is no
market for the common stock, including no quoted bid or ask.
To date, Registrant has issued 2,000,000 shares of its Common Stock.
These include the 1,000,000 shares issued to the founders of the
Company, Jon H. Suk, James Y. S. Suk, and Debashis Roy, and 1,000,000
shares which were purchased and are held by 33 shareholders, none of
which hold more than 5% of the shares outstanding or are related to
the Officers/Directors.
Registrant is not subject to outstanding options or warrants to
purchase, nor does it have securities convertible into common equity.
<PAGE 3>
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data were derived from Registrant's
audited Financial Statements. The information set forth below should be read in
conjunction with Registrant's Financial Statements and related Notes included
elsewhere in this report.
<TABLE>
<CAPTION>
Year Ended December 31, 1999
- ----------------------------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues 0
Net income (loss) $ (25,668)
Basic income (loss) per share (.01)
Weighted average shares outstanding 2,000,000
BALANCE SHEET DATA:
Cash and cash equivalents $ 26,083
Total assets 26,483
Long-term debt 0
Stockholders' equity (25,332)
</TABLE>
RESULTS OF OPERATIONS
Registrant has not yet commenced full business operations or
realized any revenues.
Registrant had a net loss of $25,668 at December 31, 1999 resulting in a net
loss per share of $.01.
General and administrative expenses at December 31, 1999 were $26,328, and
consisted primarily of professional fees in the amount of $13,775,
representing legal and accounting fees incurred in the filing of Registrant's
initial public offering pursuant to Rule 504, Regulation D of the Securities
Act of 1933, as amended.
<PAGE 4>
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, Registrant's primary sources of liquidity included cash
and cash equivalents of $26,083, which was the balance of proceeds raised in
Registrant's initial public offering conducted in the State of Nevada,
pursuant to Rule 504 of Regulation D.
Registrant believes that its existing cash balance and future operating cash
flows will be sufficient for near term operating needs.
The extent to which such sources will be sufficient to meet Registrant's
anticipated cash requirements is subject to a number of uncertainties,
the most important of which is Registrant's ability to generate sufficient
cash flow to support its proposed business operations.
YEAR 2000
The "year 2000" problem is pervasive and complex, with the potential to cause
systems failures and business process interruption resulting from the use of
2-digit date formats as the year changes from 1999 to 2000. Since inception,
Registrant has been addressing the risks associated with its information
technology and non-information technology systems. In addition to
Registrant's own systems, Registrant will be relying, directly and
indirectly, on external systems of its customers, suppliers, financial
and government entities (collectively, "Third Parties"). Consequently,
Registrant could be affected by disruptions in the operations of Third
Parties with which it interacts. Furthermore, the purchasing frequency and
volume of customers or potential customers may be affected by Year 2000
correction efforts as companies expend significant efforts to continue to
make their systems Year 2000 compliant.
Registrant has used both internal and external resources to (a) assess its
state of readiness (including the readiness of Third Parties with
which it interacts) with respect to the year 2000 problem; (b) estimate the
cost to correct and/or replace non-compliant internal IT and non-IT systems;
(c) assess the known risks and consequences related to failure to correct any
Year 2000 problems identified; and (d) develop a contingency plan, if
advisable, to address any Year 2000 exposure. Registrant believes that it
is currently Year 2000 compliant and has been assured by all Third Parties
that they are Year 2000 compliant.
UNCERTAINTIES RELATING TO FORWARD-LOOKING STATEMENTS
Certain parts of this Form 10-KSB may contain "forward-looking statements"
within the meaning of the Securities Exchange Act of 1934, as amended, based
on current management expectations. Actual results could differ materially
from those in the forward-looking statements due to a number of
uncertainties, including,but not limited to, those discussed in this section.
Factors that could cause future results to differ from these expectations
<PAGE 5>
include general economic conditions particularly related to demand for
Registrant's services; changes in business strategy; competitive factors
(including the introduction or enhancement of competitive services); pricing
pressures; changes in operating expenses; inability to attract or retain
consulting, sales and/or development talent; changes in customer
requirements; and/or evolving industry standards.
ITEM 7. FINANCIAL STATEMENTS
Registrant's financial statement for the year ended December 31, 1999,
prepared and audited by DeVisser & Company, independent chartered accountants
is included herein in Part F/S.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this Item is incorporated herein by reference to
the information contained in Registrant's Form 10SB, electronically filed on
November 30, 1999, in Item 5, entitled, "Directors, Executive Officers,
Promoters and Control Persons".
ITEM 10 EXECUTIVE COMPENSATION.
The information required by this Item is incorporated herein by reference to
the information contained in Registrant's Form 10SB12G, electronically filed
on November 30, 1999, in Item 6, entitled, "Executive Compensation".
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item is incorporated herein by reference to
the information contained in Registrant's Form 10SB12G, electronically filed
on November 30, 1999, in Item , entitled, "Security Ownership of Certain
Beneficial Owners and Management".
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no actual or proposed transactions to which Registrant
was or is to be a party to in which any Director, Executive Officer,
nominee for election as Director, security holder, or any member of the
immediate family of any of the aforementioned had or is to have a direct
or indirect material interest.
<PAGE 6>
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.
(a) Financial Statements, Schedules and Exhibits
There are no exhibits filed herewith. All exhibits required to be filed are
incorporated herein by reference to Registrant's Form 10SB12G, electronically
filed on November 30, 1999.
(b) Registrant filed no current reports on Form 8-K during the last quarter
of its year ended December 31, 1999.
<PAGE 7>
PART F/S
INTERFACE E.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
For the Period From Incorporation on March 30, 1999
to
December 31, 1999
<PAGE 8>
D E V I S S E R & C O M P A N Y
CHARTERED ACCOUNTANTS
401 - 905 West Pender Street
Vancouver, BC Canada
V6C 1L6
Tel: (604) 687-5447
Fax: (604) 687-6737
AUDITORS' REPORT
To the Shareholders of Interface E.Com, Inc.
We have audited the balance sheet and statement of shareholder's equity of
Interface E.Com, Inc. as at December 31, 1999 and the statements of
operations and cash flows for the period from the date of incorporation on
March 30, 1999 to December 31, 1999. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards in Canada, which are in substantial agreement with those in the
United States of America. Those standards require that we plan and perform
an audit to obtain reasonable assurance 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 made by
management, as well as evaluating the overall financial statement
presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position and shareholder's equity of the Company as
at December 31, 1999, and the results of its operations and its cash flows
for the period from the date of its incorporation on March 30, 1999 to
December 31, 1999 in accordance with generally accepted accounting principles
in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in note 1 to the financial
statements, the Company has no established source of revenue and is dependent
on its ability to raise substantial amounts of equity funds. This raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
"De Visser & Company"
CHARTERED ACCOUNTANTS
Vancouver, British Columbia
January 19, 2000
<PAGE 9>
INTERFACE E.COM, INC.
(A Development Stage Company)
BALANCE SHEET
As at December 31, 1999
<TABLE>
<CAPTION>
December 31
1999
(US$)
A S S E T S
<S> <C>
Current
Cash $ 26,083
Due to related parties 400
-------------
26,483
=============
</TABLE>
<TABLE>
<CAPTION>
L I A B I L I T I E S
<S> <C>
Current
Accounts payable $ 1,151
--------------
</TABLE>
<TABLE>
<CAPTION>
S T O C K H O L D E R S' E Q U I T Y
Share Capital (note 4)
<S> <C>
Authorized: 25,000,000 common shares,
par value $0.001 per share,
Issued: 2,000,000 common shares $ 2,000
Additional paid-in capital 49,000
Deficit accumulated during the
Development Stage (25,668)
--------------
$ 25,332
--------------
$ 26,483
==============
</TABLE>
Continuance of Operations (note 3)
<PAGE 10>
INTERFACE E.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
For the Period from Incorporation on March 30, 1999 to December 31, 1999
<TABLE>
<CAPTION>
Cumulative,
incorporation
to December 31,
1999
(US$)
<S> <C>
General and Administrative Expenses
Bank charges $ 215
Consulting 5,000
Management fees 4,000
Miscellaneous 1,238
Professional fees 13,775
Rent 600
Trust and filing 1,500
---------------
Total General and Administrative Expenses (26,328)
Interest Income 660
---------------
Loss for the Period $ (25,668)
===============
Weighed average number of shares outstanding 1,972,590
=========
Loss per share $ (0.01)
==============
</TABLE>
<PAGE 11>
INTERFACE E.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from Incorporation on March 30, 1999 to December 31, 1999
<TABLE>
<CAPTION>
Cumulative,
incorporation
to December 31,
1999
(US$)
<S> <C>
Cash Provided By (Used For):
Operating Activities
Net loss for the period $ (25,668)
Adjustment to reconcile net loss to
cash provided by operations:,
- increase in accounts payable 1,151
- increase in related parties (400)
----------
(24,917)
Financing Activity
Proceeds from the issuance of share capital 51,000
---------
Net Cash Provided During The Period 26,083
Cash - Beginning of Period -
------------
Cash - End of Period $ 26,083
============
</TABLE>
<PAGE 12>
INTERFACE E.COM, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDER'S EQUITY
For the Period from Incorporation on March 30, 1999 to December 31, 1999
<TABLE>
<CAPTION>
Total
Common Stock Additional Accumulated Stockholders'
Paid-in Capital Deficit Equity
US$ US$ US$ US$
<S> <C> <C> <C> <C>
Shares issued $ 2,000 49,000 $ 51,000
Net loss (25,668) (25,668)
Balance-
December 31,
1999 $ 2,000 49,000 (25,668) $ 25,332
</TABLE>
<PAGE 13>
INTERFACE E.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For the Period from Incorporation on March 30, 1999 to December 31, 1999
1. THE CORPORATION AND ITS BUSINESS
Interface E.Com, Inc. was incorporated in the State of Nevada, United States of
America on March 30, 1999 under the Nevada Revised Statutes, Chapter 78,
Private Companies.
The Company has offices in Vancouver, British Columbia, Canada. The Company
is in its development stage and to date its activities have been limited
to initial organization and capital formation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
These financial statements have been prepared in United States of America
dollars using United States of America Generally Accepted Accounting
Principles.
The Company has not yet determined and established its accounting policies
and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance with Financial
Accounting Standards No. 128 (FAS No. 128) "Earnings Per Share". Basic loss
per share is computed by dividing losses available to common stockholders by
the weighted-average number of common shares outstanding during the period.
Diluted loss per share reflects the per share amounts that would have
resulted if dilutive common stock equivalents had been converted to common
stock. No stock options were available or granted during the period
and diluted loss per share are the same for all periods presented.
3. The Company has not yet adopted any policy regarding the payment of
dividends. No dividends have been paid since inception.
3. GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. The Company currently has no source of revenue. The ability of
the Company to continue as a going concern is dependent upon its ability to
raise substantial amounts of equity funds for use in administrative and
investment activities.
4. SHARE CAPITAL
Authorized
The authorized share capital consists of 25,000,000 shares of common stock
with a par value of $0.001.
<PAGE 14>
Issued
2,000,000 shares of common stock have been issued for $51,000:
1,000,000 shares were issued at $0.001 per share ($1,000);
and the balance of 1,000,000 shares were issued at $0.05 per
share ($50,000).
5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the best interests of the
Company and their own business interests. The Company has not formulated a
policy for the resolution of such conflicts.
<PAGE 15>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
INTERFACE E.COM, INC.
By:/s/ Jon Suk, President, Treasurer
and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of Registrant in the capacities and on the dates
indicated:
By: /s/ Jon Suk, President, Treasurer and Director
Date: March 30, 2000
By: /s/ James Y. Suk, Secretary and Director
Date: March 30, 2000
