SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended
june 30, 2000
Commission File Number: 000-26969
Your Bank Online.com, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1343219
--------------------------------- ---------------------------
(State or other jurisdiction (I.R.S. Employer ID Number)
of incorporation or organization)
6912 220th Street SW, Mountlake Terrace, WA 98043
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (425) 672-6735
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Consolidated Data, Inc.
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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 (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
----- -----
Number of common shares outstanding as of the close of the period covered by
this report: 12,068,095 shares of common stock.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENT
<TABLE>
<CAPTION>
Your Bank Online.com, Inc.
Condensed Balance Sheet
(in Dollars)
ASSETS
------
As of As of
June 30 September 30
2000 1999
---------- ----------
<S> <C> <C>
CURRENT ASSETS
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Cash in Bank $ 3,525 $( 1,165)
Subscription Receivable 89,337 -0-
Accounts Receivable 24,140 -0-
---------- ----------
Total Current Assets 117,002 ( 1,165)
FIXED ASSETS
------------
Office Equipment 29,238 6,891
Less: Accumulated Depreciation ( 5,870) ( 2,213)
Software 25,000 (25,000)
Less: Accumulated Amortization (25,000) (24,306)
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OTHER ASSETS
------------
Deposit-Investment Genesis 100,000 -0-
Directory Marketing Rights 75,000 75,000
Online Banking Software 640,000 640,000
Less: Accumulated Amortization (322,522) (104,189)
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Total Other Assets 482,478 610,811
---------- ----------
TOTAL ASSETS $ 622,938 $ 615,018
========== ==========
The accompanying notes are an integral part of these financial statements.
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Your Bank Online.com, Inc.
Condensed Balance Sheet
(in Dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
As of As of
June 30 September 30
2000 1999
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CURRENT LIABILITIES
-------------------
Accounts Payable $ 132,154 $ 36,134
Loans Payable 99,700 431,511
Taxes Payable -0- 114,293
Wages Payable 75,000 -0-
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Total Current Liabilities 300,854 581,938
STOCKHOLDERS' EQUITY
--------------------
Common Stock, $.001 par value; 50,000,000
shares authorized; 10,784,000 shares at
September 30, 1999; and 12,068,095
shares at June 30, 2000 2,100,258 1,131,163
Preferred Stock-Series A, 5,000,000 shares
authorized; 100,000 issued and outstanding
at September 30, 1999, and at June 30,2000 10,050 10,050
Preferred Stock-Series B, 1,000,000 shares
authorized; -0- issued and outstanding at
September 30, 1999 and 1998, 190,000 shares
issued and outstanding at June 30, 2000 190,000 -0-
Accumulated Deficit (1,984,224) (1,108,133)
---------- ----------
Total Stockholders' Equity 316,084 33,080
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 622,938 $ 615,018
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 3
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<TABLE>
<CAPTION>
Your Bank Online.com, Inc.
Condensed Statement of Operations
(in Dollars)
For the three For the nine
months ended months ended
--------------------- --------------------
June 30 June 30 June 30 June 30
2000 1999 2000 1999
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Sales and Service
Revenue (Note 14) $ 15,980 $ 11,038 $ 42,445 $ 25,008
--------- --------- --------- --------
Costs and Expenses
Materials, supplies and
operating expenses 270,519 129,891 663,162 283,250
Wages and salaries 125,878 -0- 237,898 -0-
--------- --------- --------- --------
Total Costs and Expenses $504,663 $ 129,891 $ 901,060 $283,250
(Loss) From Operations (488,683) (118,853) (858,615) (258,242)
Interest Income -0- -0- 647 1
Interest Expense -0- -0- ( 18,123) (36,419)
--------- --------- --------- --------
Net Income (Loss) $( 488,683) $( 118,853) $( 876,091)$( 294,660)
========= ========= ========= ========
Net Income (Loss) per
Common Share (1) $ (.041) $ (.011) $ (.073) $ (.028)
========= ========= ========= ========
Dividends per Common Share $ -0- $ -0- $ -0- $ -0-
========= ========= ========= ========
Notes:
(1) Based on net income,
divided by average
number of common shares
outstanding of 12,068,095 10,784,000 12,068,095 10,784,000
=========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<TABLE>
<CAPTION>
Your Bank Online.com, Inc.
Condensed Statement of Cash Flows
(in Dollars)
For the nine months ended
------------------------------
June 30 June 30
2000 1999
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<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $( 876,091) $( 294,660)
Adjustment to Retained Earnings
Adjustment to reconcile to net cash operating activities:
(Increase) decrease in working capital, net ( 246,271) 93,856
------------ ------------
Net Cash From Operating Activities ( 610,820) ( 200,804)
Cash Flow From Investment Activities:
Acquisition of cash, notes, contracts and
other assets ( 211,774) ( 643,543)
------------ ------------
Net Cash Flow From Investing Activities ( 211,774) ( 643,543)
Cash Flow From financing Activities:
(Payment of) proceeds from debt ( 332,226) ( 30,977)
Proceeds from issuance of common stock 969,095 945,600
Preferred stock 190,000 -0-
Capital contributions from shareholders 415 -0-
------------ ------------
Net Cash Used in Financing Activities 827,284 914,623
Net (decrease) increase in cash and
cash equivalents 4,690 70,276
Cash and Cash Equivalents:
Beginning of period ( 2,165) 492
------------ ------------
End of Period $ 3,525 $ 70,768
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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Your Bank Online.com, Inc.
and its wholly owned subsidiary, Contractor's Directory, Inc.
Notes to Condensed Financial Statement
Three Months Periods Ended March 31, 2000 and March 31, 1999
Note 1. The Company
--------------------
Your Bank Online.com, Inc. (formerly Consolidated Data, Inc., formerly Attache'
Holdings, Ltd), a Colorado corporation, (the "Company") initially was
capitalized in May 1996 through an issuance of 100,000 shares of its preferred
stock in consideration for $10,050. Shortly thereafter in June 1996, the Company
commenced an offering of up to 20,000,000 shares of its common stock in units of
5,000 shares for $2.50 per unit pursuant to Rule 504 of Regulation D of the
Securities Act of 1933. The Company sold a total of 1,926,000 common shares in
this Regulation D offering.
In early 1997, the company required all of the marketing rights to its
electronic directory system for Colorado, California and New Mexico for
1,500,000 common shares of the Company's restricted stock. These electronic
directories, through extensive use of state-of-the-art computer and Internet
telecommunications technology, will provide comprehensive listings of available
sub-contractors and materials suppliers as well as daily up-dated information on
other key items such as building permits, bid lists and credit and lien
information. Each of the companies electronic directories will cover a specific
region of the country which can be readily accessed by anyone involved in real
estate activities. Essentially, they will constitute geographic "Contractor's
Electronic Yellow Pages" which will be much superior to and considerably less
expensive than the traditional telephone directory yellow pages.
The Company soon realized the large potential of this business and effective
April 20, 1997 the Company assumed all worldwide rights and ownership to the
electronic directory system by acquiring 100% of the issued and outstanding
common stock of Contractors Directory, Inc., a Washington corporation, in
exchange for 1,000,000 common shares of the Company's restricted stock.
Funding for development by the Company's electronic directory system was
obtained by the Company's wholly-owned subsidiary through short-term loans
arranged by the Company's management.
As an expansion of the Company's Internet business on March 10, 1999, the
Company acquired from DTEK Corporation all worldwide rights, exclusively and
irrevocably, to DTEK's proprietary online Internet technology and software for
$640,000 payable by issuance of 3,200,000 shares of the Company's common
restricted stock.
On April 12, 1999 the Company authorized and did issue 1,200,000 shares of its
restricted common stock in full satisfaction of its agreements with DTEK
Corporation above.
As a part of the Company's online banking software acquisition, DTEK Corporation
has assigned to the Company all rights and title to an existing software license
between DTEK and Global Payment Systems, LLC which shall include payments from
River City Bank of Sacramento, subject to DTEK receiving the balance of the
initial licensing revenues as compensation for its consulting and support. All
residual income will go to Consolidated Data, Inc. The Company believes that
there is no income to be derived either from River City Bank or Global Payment
systems, LLC.
In January of 2000, the Company increased its presence at the Mountlake Terrace,
Washington location by expanding its offices from approximately 300 square feet
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to approximately 1,800 square feet. Additionally on March 30, 2000, the Company
expanded into San Mateo, California by taking approximately 1,000 square feet.
Both expansions will allow the housing of key employees so that a comprehensive
marketing and administrative effort can be achieved.
Note 2. Change of Name
-----------------------
On February 2, 2000, the company changed its name from Consolidated Data, Inc.
to Your Bank Online.com, Inc. to more properly reflect the Company's business.
Note 3. Consulting and Employment Agreements
---------------------------------------------
In December 1999, the Company sold 80,000 restricted common shares to two
unrelated third parties for $1.50 per shares or $120,000. The purchasers of the
shares also received warrants on a one for two basis which allows them to
purchase an additional 40,000 shares at an exercise price of $3.00 per share.
The warrants expire September 22, 2000. The shares of common stock and warrants
were offered pursuant to an exemption from registration provided under Section
4(2) of the Securities Act of 1933.
On January 1, 2000, Pakie V. Plastino, President and CEO of the Company, entered
into a sixty month employment agreement with the Company for an annual
compensation of $150,000 at the rate of $12,500 per month. In addition, Mr.
Plastino received an option package granting him the option to purchase 12,500
restricted common shares at $1.00 per share for each of the sixty months of the
employment agreement for a total of 750,000 shares. The options all vest
immediately if Mr. Plastino is terminated prior to the completion of his sixty
month employment agreement. The shares of common stock were offered pursuant to
an exemption from registration provided under Section 4(2) of the Securities Act
of 1933.
On January 3, 2000, the Company sold 500,000 restricted common shares to an
unrelated third party for $0.40 per share in the form of a credit line which
could be called on by the Company at any time during the ensuing 120 days. The
purchaser of the shares also received a warrant to purchase an additional
500,000 restricted common shares for a period of two years from the date of
issuance with an exercise price of $1.00 per share. The shares have "piggyback"
registration rights and upon registration, the shares will not be subject to any
"lockup". The shares of common stock and warrants were offered pursuant to an
exemption from registration provided under Section 4(2) of the Securities Act of
1933.
On January 3, 2000, the Company issued 125,000 restricted common shares to an
investor relations firms in exchange for investor relations services valued at
$50,000 or $0.40 per share. The purchaser of the shares also received a warrant
to purchase an additional 125,000 restricted common shares for a period of three
years from the date of issuance with an exercise price of $1.50 per share. The
shares of common stock and warrants were offered pursuant to an exemption from
registration provided under Section 4(2) of the Securities Act of 1933.
On January 10, 2000, the Company engaged James Cerna as a financial consultant
for a sixty month term at an annual compensation rate of $90,000 per year or
$7,500 per month. In addition, Mr. Cerna received an option package granting him
the option to purchase 13,750 restricted common shares per month following the
seventh full month of employment up to a total option grant of 495,000 shares.
Mr. Cerna's engagement is terminable for cause. The shares of common stock were
offered pursuant to an exemption from registration provided under Section 4(2)
of the Securities Act of 1933.
On February 7, 2000, the Company converted $559,095 of corporate debt by issuing
559,095 restricted common shares in satisfaction of the debt at $1.00 per share.
The purchaser of the shares also received a warrant to purchase an additional
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559,095 restricted common shares for a period of three years from the date of
issuance with an exercise price of $1.00 per share. The shares have "piggyback"
registration rights and upon registration, the shares will not be subject to any
"lockup". The shares of common stock and warrants were offered pursuant to an
exemption from registration provided under Section 4(2) of the Securities Act of
1933.
Note 4. Summary of Significant Accounting Policies
---------------------------------------------------
These Financial Statements include all of the assets, liabilities and results of
operation of the Company. The Company operates on a fiscal year basis beginning
October 1 and ending September 30. Property and equipment are stated at the
lower of cost or fair market value less accumulated depreciation and
amortization. Depreciation is computed for financial statement purposes as well
as for federal income tax purposes using the MACRS (Modified Accelerated Cost
Recovery System) method of depreciation. Equipment is depreciated over five
years. Software is amortized over three years. Electronic directory marketing
rights and online banking license rights are amortized over five years. All
depreciation and amortization methods used are in accordance with GAAP.
Cost of start-up activities including organization costs, were expensed as
incurred for both Consolidated Data, Inc. and Contractors Directory, Inc. in
accordance with SOP 98-5. These consolidated financial statements include the
accounts of Contractors Directory, Inc., a wholly owned subsidiary. Intercompany
transactions have been eliminated.
Effective April 20, 1997, Attache Holdings, Inc. acquired 100% of the issued and
outstanding common stock of Contractors Directory, Inc., a Washington
corporation, in a stock for stock acquisition (accounted for as a pooling of
interest) in exchange for 1,000,000 shares of the Company's restricted common
stock. The two shareholders who held 100% of the stock of Contractor's
Directory, Inc. exchanged their stock for the 1,000,000 shares of common stock
of Attache as follows:
Pakie Plastino traded all of his holdings for 750,000 shares
William D. Doehne traded all of his holdings for 250,000 shares
Note 5. Going Concern
----------------------
Because of a deficiency in working capital and significant operating losses,
there is doubt about the ability of the Company to continue in existence unless
additional working capital is obtained. The Company currently has plans to raise
sufficient working capital through equity financing and through the acquisition
of companies having sufficient assets and cash flow to enable the Company to be
self-sufficient and profitable.
Note 6. Company Facilities
---------------------------
The Company currently rents shared office space on a month-to-month basis from
Construction Lien and Credit Service, Inc., 6912-220th Street SW, Suite 320,
Mountlake Terrace, Washington 98043, for which it is charged $300 per month. In
January 2000, the Company expanded its space at this location to approximately
1,800 square feet for which it pays $2,719.49 per month. On March 30, 2000, the
Company acquired office space of approximately 1,000 square feet at 420 South El
Camino
Real, Suite 900, San Mateo, California 94402 on a month-to-month basis at the
rate of $3,471.60 per month.
Note 7. Income Tax
-------------------
Consolidated Data, Inc. and Contractors Directory, Inc. each file separate
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federal income tax returns. The net operating loss for Consolidated Data, Inc.
is $(117,502) and will begin expiring in the year 2010. The net operating loss
for Contractors Directory, Inc. is $(524,130) and will begin expiring in the
year 2010.
Note 8. Certain Relationships
------------------------------
Pakie V. Plastino, President of the Company, has periodically funded the Company
over the past three years through loans from Construction Lien and Credit
Services, Inc. and CheKproteKt, Inc., companies under the ownership and control
of Mr. Plastino. These loans and accrued interest were converted to restricted
common stock in February 2000 (see Note 3). Mr. Plastino divested his interest
in Construction Lien and Credit Services, Inc. on December 12, 1999 and is in
the process of negotiating the sale of his interest in CheKproteKt, Inc.
Note 9. Additional Stock Issuances
-----------------------------------
On May 2, 2000, the Company issued 40,000 shares of common stock at $2.00 per
share pursuant to the exercise of a stock option by Veritas.
In May and June, 2000, the Company issued 190,000 shares of preferred stock
(Series B)at $1.00 per share pursuant to a private placement.
Note 10. Subsequent Events
---------------------------
The Company paid $100,000 as a deposit against the purchase of a wholly owned
subsidiary, Genesis Capital Co., Ltd. As of July 24, 2000 the Company completed
its acquisition of Genesis Capital, a privately held company based in South
Korea pursuant to form 8-K filed July 31, 2000. Genesis Capital, a profitable
corporation, offers financial services to financial institutions in the Asian
marketplace, primarily in Korea. The acquisition, funded by 2,000,000 shares of
common stock; $100,000 cash; and $400,000 in a convertible debenture, will allow
the Company to access the Asian markets.
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<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
FINANCIAL CONDITION AND RESULTS OF OPERATION
The results of operations for the quarter ending June 30, 2000 reflect an
operating loss of $488,683 as compared to a loss of $118,853 for the quarter
ending June 30, 2000. Included in the $488,683 loss were $96,020 increase in
accounts payable amounts due to operating expenses, $125,878 in wages and
salaries, $54,936 in consulting fees and investor relations fees, $15,817 in
accounting fees, $30,400 in commissions, $10,105 in legal fees, $173,195 in
depreciation and amortization expense, $21,624 in travel expense, and $56,728 in
other operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was in a deficit position with current liabilities
of $300,854 and current assets of $117,002.
Additional equity capital is essential to the Company's ability to maintain
ongoing operations. Therefore, the Company has plans to raise additional working
capital through equity financing and debt restructuring and through the
acquisition of companies having sufficient assets and cash flow to enable the
Company to be self-sufficient and profitable.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
In May 2,000 the Company issued 20,000 common shares at $2.00 per share per an
option exercise. The Company relied upon an exemption under Section 4.2 of the
Securities Act of 1933.
In May and June, 2000, the Company issued 190,000 Series B preferred shares for
$190,000. The Company relied upon an exemption under Section 4.2 of the
Securities Act of 1933.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
The Company paid $100,000 as a deposit against the purchase of a wholly owned
subsidiary, Genesis Capital Co., Ltd. As of July 24, 2000 the Company completed
its acquisition of Genesis Capital, a privately held company based in South
Korea pursuant to form 8-K filed July 31, 2000. Genesis Capital, a profitable
corporation, offers financial services to financial institutions in the Asian
marketplace, primarily in Korea. The acquisition, funded by 2,000,000 shares of
common stock; $100,000 cash; and $400,000 in a convertible debenture, will allow
the Company to access the Asian markets.
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON 8-K
(a) Exhibits:
27.1 Financial Data Schedules
(b) Reports:
None.
<PAGE>
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 hereunto duly authorized.
Your Bank Online.com, Inc.
--------------------------
(Registrant)
Dated: August ___, 2000
---------------------------------
Pakie V. Plastino
President & CEO
