<PAGE> 1
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31,2000
INTERNATIONAL FOAM SOLUTIONS, INC.
FLORIDA 65-0412538
--------------------------------- ----------------------
(State or other jurisdiction) (I.R.S. Employer
of incorporation or organization) Identification Number)
1885 SOUTHWEST 4TH AVENUE, BUILDING B-3, DELRAY BEACH, FLORIDA 33444
---------------------------------------------------------------- -------------
Address of principal executive offices (Zip code)
(561) 272-6900
--------------------------------------------------
Registrant's telephone number, including area code
(1) Registrant 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 (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
1. [X] Yes [ ] No 2. [ ] Yes [X] No
As of May 26, 2000, there were 18,339,252 shares outstanding of issuer's common
stock.
<PAGE> 2
INTERNATIONAL FOAM SOLUTIONS, INC.
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Balance Sheet 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
-2-
<PAGE> 3
PART 1 - FINANCIAL STATEMENTS
INTERNATIONAL FOAM SOLUTIONS, INC.
<TABLE>
<CAPTION>
Balance Sheet
(Unaudited)
MARCH 31, 2000
-----------------------------------------------------------------------------------------------------
<S> <C>
ASSETS
Current
Cash $ 23,323
Accounts receivable, net of $32,000 allowance for doubtful accounts 12,415
Inventories 330,540
Prepaid expenses and other current assets 12,159
-----------------------------------------------------------------------------------------------------
Total current assets 378,437
Property and equipment, net 171,496
Patents, less accumulated amortization of $99,106 135,165
Deposits and other 19,526
-----------------------------------------------------------------------------------------------------
$704,624
-----------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Deficit
Current Liabilities
Current maturities of notes payable $375,991
Accounts payable 301,802
Accrued payroll 89,364
Accrued legal settlement 43,449
Other accrued expenses 58,116
-----------------------------------------------------------------------------------------------------
Total current liabilities 868,722
Notes payable, less current portion 73,360
-----------------------------------------------------------------------------------------------------
Total liabilities 942,082
-----------------------------------------------------------------------------------------------------
Stockholders' deficit
Common stock, par value $.01, 50,000,000 shares authorized,
18,339,252 shares issued and outstanding 183,393
Additional paid-in capital 6,238,032
Accumulated deficit (6,356,515)
Note receivable secured by 1,913,525 shares of common stock (302,210)
Treasury stock, at cost (39,764 shares) (158)
-----------------------------------------------------------------------------------------------------
Total stockholders' deficit (237,458)
-----------------------------------------------------------------------------------------------------
$704,624
-----------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
-3-
<PAGE> 4
INTERNATIONAL FOAM SOLUTIONS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE THREE
MONTHS MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
2000 1999
----------------------------------------------------------------------------------------------
<S> <C> <C>
SALES $34,099 $12,808
COST OF SALES 22,969 7,437
----------------------------------------------------------------------------------------------
GROSS PROFIT 11,130 5,371
----------------------------------------------------------------------------------------------
OPERATING EXPENSES:
SELLING, GENERAL AND ADMINISTRATIVE 167,213 209,474
DEPRECIATION 14,357 14,357
----------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 181,570 223,831
INTEREST EXPENSE 7,654 3,843
----------------------------------------------------------------------------------------------
NET (LOSS) $ (178,094) $ (222,303)
----------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 17,524,265 9,380,997
NET (LOSS) PER COMMON SHARE (.01) (.02)
----------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
-4-
<PAGE> 5
INTERNATIONAL FOAM SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
NET LOSS $ (178,094) $ (222,303)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH (USED IN) OPERATING ACTIVITIES:
BAD DEBTS -- --
DEPRECIATION AND AMORTIZATION 14,357 14,357
(INCREASE) DECREASE IN ACCOUNTS RECEIVABLE (3,060) 25,499
DECREASE IN INVENTORIES 13,251 4,392
(INCREASE) DECREASE IN DEPOSITS AND OTHER (695) (674)
(DECREASE) INCREASE IN ACCOUNTS PAYABLE 34,403 (48,338)
INCREASE (DECREASE) IN ACCRUED EXPENSES AND OTHER 32,246 40,704
----------------------------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS 90,502 35,940
----------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (87,592) (186,363)
----------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
REDUCTION IN NOTES RECEIVABLE 15,000 --
----------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
PROCEEDS FROM NOTES PAYABLE 100,000 --
PAYMENTS OF NOTES PAYABLE (13,746) (35,951)
PURCHASE OF TREASURY STOCK -- --
PROCEEDS FROM ISSUANCE OF COMMON STOCK -- 312,724
----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 86,254 276,773
----------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH 13,662 90,410
CASH AT BEGINNING OF PERIOD 9,661 1,145
----------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD $ 23,323 $ 91,555
----------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES:
CASH PAID FOR INTEREST $ 7,654 $ 3,843
CASH PAID FOR TAXES $ -- $ --
----------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL NON-CASH TRANSACTIONS:
ISSUANCE OF COMMON STOCK IN SATISFACTION OF ACCRUED
COMPENSATION $118,161 $160,000
----------------------------------------------------------------------------------------------------------------
ISSUANCE OF COMMON STOCK IN LIEU OF PAYMENT OF NOTE
PAYABLE $ 21,263 $ --
----------------------------------------------------------------------------------------------------------------
ISSUANCE OF COMMON STOCK IN SATISFACTION OF ACCRUED
LEGAL SETTLEMENT $ 5,886 $ --
----------------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
-5-
<PAGE> 6
INTERNATIONAL FOAM SOLUTIONS, INC.
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
1. FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited financial
statements have been prepared in accordance with the instructions to Form 10-QSB
and include all adjustments (consisting only of normal recurring accruals) which
are necessary for a fair presentation of the results for the periods presented.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999. The results of operations for the three months ended March
31, 2000 are not necessarily indicative of the results to be expected for the
full year.
2. EARNINGS PER SHARE
The following reconciles the components of the earnings per share (EPS)
computation.
<TABLE>
<CAPTION>
For the three months ended March 31, 2000 For the three months ended March 31, 1999
--------------------------------------------- ---------------------------------------------
Loss Shares Per Share Loss Share Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------------------------- -------------- ---------------- ------------- -- ------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Loss per common share-basic $(178,094) 17,524,265 (.01) $(222,303) 9,380,997 $ (.02)
and diluted
------------------------------- -------------- ---------------- ------------- -- ------------- ---------------- --------------
</TABLE>
Net loss per share of common stock is based on the weighted average number of
common shares outstanding during each period. Diluted loss per share of common
stock is computed on the basis of the weighted average number of common shares
and diluted options and warrants outstanding. Dilutive options and warrants
having an anti-dilutive effect are excluded from the calculation.
3. NOTES PAYABLE
On February 2, 2000, the Company borrowed $100,000 from an individual,
bearing interest at 15%, payable on or before February 1, 2001. The note is
unsecured and the holder of the note has the option to convert it into the
Company's common stock at a price of $.10 per share on or before the due date
of the note.
-6-
<PAGE> 7
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS.
INTRODUCTORY STATEMENTS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS.
This Quarterly Report contains forward-looking statements, including
statements regarding, among other things, (a) the growth strategies of
International Foam Solutions, Inc. (the "COMPANY"), (b) anticipated trends in
the Company's industry, (c) the Company's future financing plans and (d) the
Company's ability to obtain financing and continue operations.
In addition, when used in this Quarterly Report, the words "believes,"
"anticipates," "intends," "in anticipation of," and similar words are intended
to identify certain forward-looking statements. These forward-looking statements
are based largely on the Company's expectations and are subject to a number of
risks and uncertainties, many of which are beyond the Company's control. Actual
results could differ materially from these forward-looking statements as a
result of changes in trends in the economy and the Company's industry,
reductions in the availability of financing and other factors. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this Quarterly Report will in fact occur. The Company
does not undertake any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.
GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of operation. The Company's ultimate ability to attain
profitable operations is dependent upon obtaining additional financing adequate
to complete its marketing and promotional activities, and to achieve a level of
sales adequate to support its cost structure. Through March 31, 2000, the
Company has incurred losses totaling $6,356,515, is in default of its debt and
has not had significant sales, all of which raise substantial doubt about the
Company's ability to continue as a going concern.
As previously reported in its Form 10-KSB ("FORM 10-KSB") for the year
ended December 31, 1999, the Company needed to increase the sales of the
Company's product and raise additional capital to continue its operations.
Management believes that significant resources will be available from private
and public sources in 2000 to continue the marketing of its product. Management
has established plans designed to increase the sales of the Company's products.
Management intends to seek new capital from new equity securities offerings that
will provide funds needed to increase liquidity, fund internal growth and fully
implement its business plan. The Company has no commitment for any additional
capital and no assurances can be given that the Company will be successful in
raising any new capital. The Company's inability to increase its sales and/or to
raise new capital will have a material adverse effect on the Company's ability
to continue its operations and financial condition and on its ability to
continue as a going concern. See "Management's Plan of Operations and Discussion
and Analysis - Liquidity and Capital Resources."
-7-
<PAGE> 8
SIGNIFICANT PLANT OR EQUIPMENT PURCHASES. The Company does not
currently anticipate any significant plant or equipment purchases during the
next twelve months.
MANAGEMENT'S DISCUSSION AND ANALYSIS
SALES
Sales increased by approximately $21,000 from the comparable period in
1999. This increase which in absolute dollars is not a significant increase over
prior period, is partially attributable to the increased sales activity by
management.
COST OF SALES
The increase in cost of sales is consistent with the increase in sales.
The gross profit margin decreased by 9%, which was as a result of the higher
cost of sales and the mix of product sold. However, as compared to the year
ended December 31, 1999, the gross profit margin improved approximately by 8%.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses decreased in the three months ended
March 31, 2000 by approximately $42,000 over the comparable period in 1999. The
decrease is primarily attributable to the net effect of a reduction in
professional fees of $11,000, reduction in officers salaries of $60,000 and an
increase of $29,000 in printing and other advertising expenses.
LIQUIDITY AND CAPITAL RESOURCES
During the three month period ended March 31, 2000, the net cash used in
operating activities aggregated $90,502. This was largely attributable to an
increase in cost of sales and certain operating expenses and an increase in
accounts payable and accrued expenses. The Company's net cash provided by
financing activities aggregated $86,254 during the three months ended March 31,
2000, consisting of net proceeds from notes payable.
Since inception, the Company has relied principally upon the proceeds of private
equity financings/loans to fund its working capital requirements and capital
expenditures. No significant revenues from operations have been generated to
date.
The Company must obtain additional capital in order to increase marketing and
sales efforts. The Company intends to raise additional capital through the
issuance of common stock, loans, and/or to enter into arrangements for such
purposes with third parties. There is no assurance that the Company will be able
to raise such additional capital or that, if available, the terms of such
financing will be commercially acceptable to the Company.
-8-
<PAGE> 9
CAPITAL EXPENDITURES
No significant capital additions were made during the comparable periods in 2000
and 1999.
INFLATION
The Company has not been materially affected by the impact of inflation.
YEAR 2000 COMPLIANCE
The potential for software failure due to the Year 2000 calculations is a known
risk. The Company recognizes the need to ensure that its operations, products
and services are not adversely impacted by the Year 2000 risks. The Company has
been advised by its major vendors that they are Year 2000 compliant. The Company
does not anticipate any significant future costs relating to Year 2000, but
continues to monitor the situation for any disruptions, due to Year 2000 related
issues. The Company has not had its operations, products or services disrupted
with any Year 2000 issues and does not expect any material disruptions related
to Year 2000 issues, for the year 2000.
PART II
ITEM 1. LEGAL PROCEEDINGS
There are no material changes or new proceedings since the filing of the
Registrant's 10-KSB filed with the SEC on June 2, 2000.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
IFS incorporates by this referenced the matters previously disclosed in the
"Legal Proceedings" section of its 10-SB filed on November 23, 1999 and its
10-KSB filed on June 2, 2000. There have been no material changes in such
matters except as disclosed in Item I, Part II above.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
-9-
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
International Foam Solutions, Inc.
Dated: June 6, 2000 /s/ HARVEY KATZ
------------------------------------
Harvey Katz, CEO
-10-
