SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ________________ to_______________
Commission file number
VIAPAY LIMITED
(formerly known as Interface e.com, Inc.)
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(Name of Small Business Issuer in its charter)
Incorporated in the State of Nevada 88-0430739
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 Great West Road, Brentford, Middlesex, London, England TW8 9HH
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number 44 700 2262 6255
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [_]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding at November 20, 2000
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Common Stock - $0.001 par value 18,445,500
Transitional Small Business Disclosure Format (Check one): YES [X] NO [_]
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
See financial statements for the period ended September 30, 2000 attached
to this Form 10-QSB.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
THE FOLLOWING PRESENTATION OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF VIAPAY
LIMITED AND SUBSIDIARIES (ALTOGETHER "VIAPAY") SHOULD BE READ IN CONJUNCTION
WITH VIAPAY'S CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
INCLUDED HEREIN.
ViaPay was formerly known as Interface e.com, Inc. Prior to the foregoing
name change, Interface e.com, Inc. sold its net assets to ViaPay Limited, an
Irish corporation, in exchange for all of the outstanding common stock of ViaPay
Limited, the Irish corporation. Accordingly, Interface e.com, Inc., later
renamed ViaPay Limited, the Nevada corporation, became the sole owner of ViaPay
Limited, the Irish corporation.
ViaPay has not yet commenced trading and is still in the development stage.
No revenues were recorded for the 3 months to September 30, 2000 and for the
period from inception (April 6, 2000) through September 30, 2000.
ViaPay has incurred losses since inception, and as of September 30, 2000
had accumulated net losses of $2,511,395.
Expenses incurred for the period from inception (April 6, 2000) through
September 30, 2000 comprised general and administrative expenses related to the
development of the company.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000 ViaPay's primary sources of liquidity included cash
and cash equivalents of $1,896,207 which was the balance of proceeds raised in
an initial private placement conducted in the State of Nevada, pursuant to Rule
504 of Regulation D together with a further private placement undertaken outside
of the United States. In addition funding of $1,500,000 was achieved through
loans.
ViaPay believes that its existing cash balance together with funds made
available through its financing agreement with Pacific Capital Markets Inc.
(details of which were disclosed on ViaPay's 8k filing of October 16, 2000) will
be sufficient for near term operating needs. The ability to meet its expected
medium-term cash needs is subject to a number of uncertainties the biggest being
ViaPay's ability to arrange further equity financing to support business
operations until ViaPay becomes cash generative.
ViaPay will continue to undertake significant research and product
development in next 12 months as it develops its payments system platform.
Employee numbers are expected to increase significantly and ViaPay expects to
enter into a number of significant contracts for software development, computer
hardware and communications infrastructure in addition to pilot programs with
its customers for its payment system. The signing of these contracts will be
subject to the availability of appropriate financing.
INFLATION
ViaPay does not believe that inflation will have a material impact on its
future operations.
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UNCERTAINTIES RELATING TO FORWARD-LOOKING STATEMENTS
Certain parts of this Form 10-QSB may contain "forward-looking statements"
within the meaning of the Securities Exchange Act of 1934 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 include general economic conditions
particularly related to demand for ViaPay'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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
ViaPay is not a party to any pending legal proceedings, and to the best of
ViaPay's knowledge, none of ViaPay's assets are the subject of any pending legal
proceedings.
ITEM 2. CHANGES IN SECURITIES.
During the third quarter of the fiscal year covered by this report ViaPay
undertook a reorganisation of its share capital as set out in its earlier
filings. These reorganizations had the impact of increasing the issued share
capital from 2,000,000 to 18,000,000 shares through a 9 for 1 share split in
addition to increasing the authorized share capital from 25,000,000 shares to
200,000,000 shares. ViaPay also issued 445,500 shares at $6 per share under
regulation S.
(i) ViaPay did not modify the instruments defining the rights of its
shareholders;
(ii) no rights of any shareholders were limited or qualified by any other
class of securities, and
(iii) ViaPay did not sell any unregistered equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the third quarter of the fiscal year covered by this report, no
default has occurred with respect to any indebtedness of ViaPay. Also during
this quarter, no material arrearage in the payment of dividends has occurred.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the third quarter of the fiscal
year covered by this report. However, by written consent dated July 17, 2000,
ViaPay's Articles were amended to change the Company's name to ViaPay Limited
and to increase the capital of the company to 200,000,000 shares of common stock
from 25,000,000 shares. An Information Statement was mailed to stockholders on
or about August 16, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
All Exhibits required to be filed with the Form 10-QSB are incorporated by
reference to ViaPay's previously filed Form 10-SB and Form 10-KSB.
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(b) REPORTS ON FORM 8-K.
There were 3 reports on Form 8-K filed by ViaPay during the quarter
ended September 30, 2000.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
ViaPay has caused this report to be signed on its behalf by the undersigned, who
is duly authorized.
VIAPAY LIMITED
By: /s/ ROSS IVERS
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Name: ROSS IVERS
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TITLE: CHIEF FINANCIAL OFFICER
DATED: NOVEMBER 20, 2000,
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ViaPay Limited
Item 1 Financial Statements - September 30, 2000
ViaPay Limited (A Development Stage Company)
Consolidated Balance Sheet
September 30, 2000
Assets:
Current Assets
Cash and cash equivalents $ 1,896,207
Amounts receivable 124,115
Prepaids and other current assets 305,035
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Total Current Assets 2,325,357
Property and equipment, net 209,940
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Total Assets $ 2,535,297
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Liabilities:
Current Liabilities
Accounts payable 402,151
Accrued liabilities 365,708
Loan from shareholder 1,500,000
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Total Current Liabilities $ 2,267,859
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Equity:
Stockholders' Equity
Share capital (note 4):
Authorized: 200,000,000 common shares, par value $0.001
Issued: 18,445,500 common shares 2,445
Additional paid-in capital 10,290,495
Deferred Compensation (7,514,107)
Deficit accumulated during the development stage (2,511,395)
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Total Stockholders' Equity 267,438
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Total Liabilities and Stockholders' Equity $ 2,535,297
===========
The accompanying notes are an integral part of this consolidated balance sheet.
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ViaPay Limited (A Development Stage Company)
Consolidated Condensed Statements of Operations
Date of Incorporation For the three months
(April 6, 2000) to period ended
September 30, 2000 September 30, 2000
Revenue $ -- $ --
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Operating Expenses
General and administrative expenses 2,778,582 2,486,751
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Operating Loss 2,778,582 2,486,751
Other Income
Interest income 4,363 4,363
Foreign exchange gains 262,824 262,824
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Loss for the Period $(2,511,395) $(2,219,564)
=========== ===========
Earnings (loss) per share -
basic and diluted $(0.14) $(0.14)
Weighted average common
Shares outstanding - basic and diluted 18,044,992 18,087,099
The accompanying notes are an integral part of this consolidated statement.
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ViaPay Limited (A Development Stage Company)
Consolidated Statements of Cash Flows
Date of Incorporation
(April 6, 2000) to
September 30, 2000
Cash flows from operating activities:
Loss for the period $(2,511,395)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 18,650
Non-cash compensation expense 105,833
Changes in net assets and liabilities:
Accounts receivable (124,115)
Prepaids and other current assets (305,035)
Due from related parties --
Accounts payable 402,151
Accrued liabilities 365,708
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Net cash used by operating activities (2,048,203)
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Cash flows from investing activities:
Purchases of property and equipment (228,590)
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Cash flows from financing activities:
Proceeds from issue of common stock 2,673,000
Proceeds from loans from shareholders 1,500,000
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Net cash provided from financing activities 4,173,000
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Net increase in cash and cash
equivalents, being cash and cash
equivalents, end of year $ 1,896,207
===========
The accompanying notes are an integral part of this consolidated statement.
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ViaPay Limited (A Development Stage Company)
Notes to the Consolidated Financial Statements - September 30, 2000
1. Organisation and Description of Business
ViaPay Limited (the "Company"), an Irish corporation, was incorporated on
April 6, 2000. In September 2000, the Company acquired substantially all of
the net assets of Interface E.Com, Inc., a Nevada corporation. In
consideration for the net assets acquired, all of the outstanding shares of
the Company's Common Stock were transferred to Interface e.com, Inc., which
shares were recorded at the historical value of the net assets acquired.
Interface e.com, Inc. subsequently changed its name to ViaPay Limited. For
purposes of clarity, ViaPay Limited, the Nevada corporation and the entity
defined herein, together with its subsidiaries, as "ViaPay", is the sole
owner of ViaPay Limited, the Irish corporation.
As a result of the above transaction, the accompanying statements of
operations include the results of ViaPay Limited for the period from
inception (April 6, 2000) through September 30, 2000 and the quarter ended
September 30, 2000. In addition, the statement of operations includes the
results of Interface e.com, Inc. for the month of September 2000.
Since its inception, ViaPay has incurred negative cash flows from
operations. To date, ViaPay has been dependent upon equity and debt
financing to fund its operations. Management's plans include obtaining
additional equity and debt financing. There is no guarantee that, if the
additional financing is obtained, management's plan will be sufficient to
sustain ViaPay as a going concern. ViaPay has been advised by its
independent public accountants that if ViaPay does not demonstrate the
ability to generate such funds prior to the completion of their audit of
ViaPay's financial statements for the year ended December 31, 2000, their
auditors' report may be modified to reflect the uncertainty related to
ViaPay's ability to fund planned operations through the year 2001.
ViaPay has wholly-owned subsidiary companies as follows:
Name Country of Incorporation
ViaPay Limited Ireland
ViaPay Holdings Ireland
ViaPay Technologies Limited United Kingdom
ViaPay Personnel Services Limited Jersey
2. Significant Accounting Policies
(a) Basis of Preparation
The financial statements have been prepared in US dollars in
accordance with generally accepted accounting principles in the United
States. The accompanying condensed financial statements have been
prepared by ViaPay Limited without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the
"Commission"). Certain information or footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. In the opinion of our management, the
statements include all adjustments (which are of a normal and
recurring nature) necessary for the fair presentation of the financial
information set forth therein. The interim results presented herein
are not necessarily indicative of the results of operations that may
be expected for the fiscal year from inception (April 16, 2000) to
December 31, 2000, or any other future period.
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(b) Foreign Currency
Transactions denominated in currencies other than the U.S. dollar are
recorded in the local currency at actual exchange rates at the date of
the transaction or, where appropriate, at the rates of exchange in
related forward exchange contracts. Monetary assets and liabilities
denominated in foreign currencies are translated using the rates of
exchange prevailing at the balance sheet date or, where appropriate,
the rates of exchange in related forward exchange contracts. Gains and
losses arising from changes in exchange rates subsequent to the dates
of transactions are included in the statement of operations. For the
purposes of consolidation of subsidiaries, the closing rate method is
used, under which translation gains or losses are shown as movements
on reserves. The statements of operations of overseas subsidiaries are
translated at average exchange rates.
(c) Tangible Fixed Assets
Tangible fixed assets are stated at cost, net of accumulated
depreciation. Depreciation is provided on all tangible fixed assets at
rates calculated to write off the cost, less estimated residual value
of each asset, on a straight line basis over its expected useful life
as follows:
Leasehold improvements 7-10 years
Fixtures and fittings 5 years
Computer hardware 3 years
Computer software 3 years
(d) Research and Development Expenditure
Research and development expenditure is written off in the statement
of operations in the period in which it is incurred.
(e) Taxation
The Company accounts for income taxes under provisions of Statement of
Financial Accounting Statement ("SFAS") No. 109, "Accounting for
Income Taxes", which requires the use of an asset and liability method
of accounting for deferred income taxes.
(f) Net Income (Loss) Per Share
The Company computes net loss per share in accordance with the
Financial Accounting Standards Board Statement No. 128 "Earnings Per
Share" ("SFAS 128) and SEC Staff Accounting Bulletin No. 98 ("SAB
98"). Under the provisions of SFAS 128 and SAB 98, basic net income
(loss) per share is computed by dividing the net loss attributed to
the common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period.
2. Related Party Transactions
ViaPay has purchased all of its computer equipment from a company in which
an employee of ViaPay has a beneficial interest. All purchases were made at
arms length.
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