United States
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 June 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
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)
1100 Melville Street, 6th Floor Vancouver, British Columbia V6E 4A6
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604) 689-2944
---------------
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 August 14, 2000
----- ------------------------------
Common Stock - $0.001 par value 18,000,000
Transitional Small Business Disclosure Format (Check one): YES [ X ] NO [ ]
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
See audited financial statements for the period ended June 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 INTERFACE
E COM INC. SHOULD BE READ IN CONJUNCTION WITH INTERFACE E COM INC. CONSOLIDATED
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.
Interface has not yet commenced full business operations and has
realized limited revenues of $4,186 from programming, analytical services and
interest during the six month period ended June 30, 2000.
Interface has incurred losses since inception, and as of June 30, 2000
had accumulated net losses of $26,802 since inception (March 30, 1999) to June
30, 2000. Included in this accumulated deficit is $14,825 in professional fees,
$9,000 in consulting and management fees and $3,934 in trust and filing fees.
General and administrative expenses for the six month period ended June
30, 2000 were $5,320 consisting primarily of professional fees and trust and
filing fees in the amounts of $1,050 and $2,434 respectively, representing
legal, accounting and filing fees incurred for the filing of Interface's March
31, 2000 Form 10-QSB and rent of $1200 for rental of office premises.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000 and at December 31, 1999, Interface's primary sources
of liquidity included cash and cash equivalents of $25,083 and $26,083,
respectively, which was the balance of proceeds raised in Interface's initial
private placement conducted in the State of Nevada, pursuant to Rule 504 of
Regulation D.
Interface 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 Interface's anticipated cash
requirements is subject to a number of uncertainties, the most important of
which is Interface's ability to generate sufficient cash flow to support its
proposed business operations.
Interface (i) will not be undertaking any product research or
development; (ii) will not be purchasing any plant or significant equipment; and
(iii) does not expect significant changes in the number of its employees.
INFLATION
Interface does not believe that inflation will have a material impact
on its future operations.
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 Interface'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.
2
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Interface is not a party to any pending legal proceedings, and to the
best of Interface's knowledge, none of Interface's assets are the subject of any
pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES.
During the second quarter of the fiscal year covered by this report,
(i) Interface 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) Interface did not sell any unregistered
equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the second quarter of the fiscal year covered by this report, no
material default has occurred with respect to any indebtedness of Interface.
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 second quarter of the fiscal
year covered by this report.
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 Interface's previously filed Form 10-SB and Form 10-KSB.
(b) REPORTS ON FORM 8-K.
There were no reports on Form 8-K filed by Interface during the quarter
ended June 30, 2000.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
Interface has caused this report to be signed on its behalf by the undersigned,
who are duly authorized.
INTERFACE E.COM, INC.
By: /s/ FELIBERTO GURAT, JR.
--------------------------------
Name: FELIBERTO GURAT, JR.
--------------------------------
TITLE: SOLE DIRECTOR AND PRESIDENT,
SECRETARY AND TREASURER
DATED: AUGUST 14, 2000,
--------------------------------
3
<PAGE>
INTERFACE E.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
As at June 30, 2000 and December 31, 1999 and for the
Six Month Period Ended June 30, 2000, the
Period from the Date of Incorporation (March 30, 1999) to June 30, 1999 and
Cumulative Amounts for the Period from the Date of Incorporation
(March 30, 1999) to June 30, 2000
<PAGE>
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 sheets of Interface E.Com, Inc. as at June 30, 2000
and December 31, 1999 and the statements of operations, cash flows and
stockholders' equity for the six month period ended June 30, 2000, the period
from the date of incorporation (March 30, 1999) to June 30, 1999 and the period
from the date of incorporation (March 30, 1999) to June 30, 2000. 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
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 used and significant estimates 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 of the Company as at June 30, 2000 and December
31, 1999, and the results of its operations and cash flows and changes in its
stockholders' equity for the six month period ended June 30, 2000, the period
from the date of incorporation (March 30, 1999) to June 30, 1999 and the period
from the date of incorporation (March 30, 1999) to June 30, 2000 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 3 to the financial
statements, the Company has no established source of revenue and is dependent on
its ability to raise substantial amounts of equity financing. 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
August 1, 2000
<PAGE>
INTERFACE E.COM, INC.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
(U.S.$) (U.S.$)
A S S E T S
<S> <C> <C>
CURRENT ASSETS
Cash $ 25,083 $26,083
Due from related parties 400 400
------------------- ----------------
$ 25,483 $26,483
=================== ================
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts payable $ 1,285 $ 1,151
------------------- ----------------
S T O C K H O L D E R S' E Q U I T Y
SHARE CAPITAL (note 4)
Authorized: 25,000,000 common shares, par value $0.001
Issued: 2,000,000 common shares $ 2,000 $ 2,000
Additional paid-in capital 49,000 49,000
Deficit accumulated during the Development Stage (26,802) (25,668)
------------------- ----------------
24,198 25,332
------------------- ----------------
$ 25,483 $26,483
=================== ================
</TABLE>
Continuance of Operations (note 3)
<PAGE>
INTERFACE E.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
<TABLE>
<CAPTION>
Cumulative
amounts Date of
Date of For the six Incorporation
Incorporation month period (March 30, 1999)
(March 30, 1999) ended June 30, to June 30,
to June 30, 2000 2000 1999
U.S.$) (U.S.$) (U.S.$)
<S> <C> <C> <C>
REVENUE
Programming and analytical $ 3,552 $ 3,552 $ --
Interest 1,294 634 --
---------- --------------- ----------------
$ --
$ 4,846 $ 4,186
---------- --------------- ----------------
GENERAL AND ADMINISTRATIVE EXPENSES
Bank charges $ 362 $ 147 25
Consulting 5,000 -- --
Management fees 4,000 -- --
Miscellaneous 1,727 489 70
Professional fees 14,825 1,050 975
Rent 1,800 1,200 --
Trust and filing 3,934 2,434 600
---------- --------------- ----------------
Total General and Administrative Expenses 31,648 5,320 1,670
---------- --------------- ----------------
LOSS FOR THE PERIOD $ (26,802) $(1,134) (1670)
========== =============== ================
BASIC AND DILUTED WEIGHED AVERAGE
SHARES OUTSTANDING 2,000,000 1,972,590
=============== ================
BASIC AND DILUTED LOSS PER SHARE
(0.00) $ (0.00)
=============== ===============
</TABLE>
<PAGE>
INTERFACE E.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
<TABLE>
<CAPTION>
Cumulative
amounts Date of
Date of For the six Incorporation
Incorporation month period (March 30, 1999)
(March 30, 1999) ended June 30, to June 30,
to June 30, 2000 2000 1999
U.S.$) (U.S.$) (U.S.$)
<S> <C> <C> <C>
CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net loss for the period $ (26,802) $ (1,134) $ (1670)
Adjustment to reconcile net loss to cash
provided by operations:
- increase in accounts payable 1,285 134 375
- increase in related parties (400) --
------------------ ------------------- --------------------
(25,917) (1,000) (1,295)
FINANCING ACTIVITY
Proceeds from the issuance of share capital 51,000 -- 51,000
------------------ ------------------- --------------------
NET CASH (USED) PROVIDED DURING THE PERIOD 25,083 (1,000) 49,705
CASH - BEGINNING OF PERIOD -- 26,083 --
------------------ ------------------- --------------------
CASH - END OF PERIOD $ 25,083 $ 25,083 $ 49,705
================== =================== ====================
</TABLE>
<PAGE>
INTERFACE E.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity
For the Period from the Date of Incorporation (March 30, 1999) to June 30, 2000
<TABLE>
<CAPTION>
Total
Number Common Additional Accumulated Stockholders'
of Shares Stock Paid-in Capital Deficit Equity
---------------- --------------- ------------------- ------------------ -----------------
U.S.$ U.S.$ U.S.$ U.S.$
<S> <C> <C> <C> <C> <C>
Shares issued 2,000,000 $ 2,000 49,000 $ 51,000
Net loss (1,670) (1,670)
---------------- --------------- ------------------- ------------------ -----------------
Balance at June 30, 1999 2,000,000 2,000 49,000 (1,670) 49,330
Net loss (23,998) ( 23,998)
---------------- --------------- ------------------- ------------------ -----------------
Balance at December 31, 1999 2,000,000 2,000 49,000 (25,668) 25,332
Net loss (1,134) (1,134)
---------------- --------------- ------------------- ------------------ -----------------
Balance at June 30, 2000 2,000,000 $ 2,000 49,000 (26,802) $ 24,198
================ =============== =================== ================== =================
</TABLE>
<PAGE>
INTERFACE E.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
For the Period from the Date of Incorportation (March 30, 1999) to June 30, 2000
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,
Chaper 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 primarily
limited to initial organization and capital formation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in United States of America
dollars using United States of America Generally Accepted Accounting
Principles.
ACCOUNTING METHOD
The Company records income and expenses on the accrual method.
FISCAL YEAR
The fiscal year of the Company is December 31.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing net
loss available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution of securities that could occur if
securities or other contracts (such as stock options and warrants) to issue
common stock were exercised or converted into common stock. The Company has
no outstanding stock options or warrants.
FINANCIAL INSTRUMENTS
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are held
for trading purposes) approximate the carrying values of such amounts.
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
USE OF ESTIMATES
The preparation of the Company's financial statements in conformity with
United States Generally Accepted Accounting Priniples requires the
Company's management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying notes.
Actual results could differ from those estimates.
<PAGE>
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 has had limited revenue and has no
consistent 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 financing for use in administrative and investment activities.
4. SHARE CAPITAL
ISSUED
2,000,000 shares of common stock were 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. INCOME TAXES
The Company has a Federal net operating tax loss carryforward of
approximately $27,000, that begins to expire on December 31, 2019. The tax
benefit of these net operating losses is approximately $9,000, and has been
fully offset by an allowance for doubtful realization. This carryforward
may be limited upon the consummation of a business combination under IRC
Section 381.
