<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period 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 000-27603
I2CORP.COM
(Exact name of registrant as specified in its charter)
NEVADA 84-1423373
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5392 S. EASTERN AVENUE, BUILDING A - NORTH, LAS VEGAS, NEVADA 89119
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(Address of principal executive offices (zip code))
702 564-2240
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 No X
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
CLASS OUTSTANDING AT DECEMBER 31, 1999
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1
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Common Stock, par value $0.001 7,985,855
Item 1. Financial Statements
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<CAPTION>
PAGE
<S> <C>
Condensed Balance Sheets December 31 and June 30, 1999 F-1
Condensed Statements of Operations for the three and six-months
ended December 31, 1999 and 1998 F-2
Notes to the Financial Statements F-3
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
As of December 31, 1999, we had no assets, no liabilities and an
accumulated deficit of $69,973. On January 18, 2000 we entered into an
Acquisition Agreement and Plan of Merger (the "Merger Agreement") with Home
Gambling Network ("HGN"), a California corporation. The Merger Agreement caused
HGN to merge with and into a wholly owned subsidiary of PCG with HGN continuing
as the surviving corporation. Concurrent with the Merger, PCG changed its name
to i2Corp.com and HGN remained as a wholly owned subsidiary of i2Corp.com.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
2
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Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
There were no reports of Form 8-K filed by the Company during
the quarter ended December 31, 1999.
3
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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.
I2CORP.COM
By: /s/ dee dee molnick
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dee dee Molnick, President
Dated: August 18, 2000
4
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I2CORP.COM (FORMERLY KNOWN AS PCG MEDIA, INC.)
CONDENSED BALANCE SHEETS
DECEMBER 31, AND JUNE 30, 1999
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<CAPTION>
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December 31 June 30
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<S> <C> <C>
ASSETS $ 0 $ 0
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY
STOCKHOLDERS' EQUITY DEFICIENCY:
Common stock $ 7,986 $ 1,896
Additional paid-in capital 61,987 58,077
Accumulated deficit (69,973) (59,973)
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$ 0 $ 0
=============== ===============
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SEE NOTES TO CONDENSED FINANCIAL STATEMENTS. F-1
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I2CORP.COM (FORMERLY KNOWN AS PCG MEDIA, INC.)
CONDENSED STATEMENTS OF OPERATION
THREE-MONTHS AND SIX-MONTHS ENDED DECEMBER 31, 1999 AND 1998
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<CAPTION>
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THREE-MONTHS ENDED DECEMBER 31, SIX-MONTHS ENDED DECEMBER 31,
---------------------------------- ----------------------------------
1999 1998 1999 1998
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Selling, general and administrative expenses $ 0 $ 6,030 $ 10,000 $ 6,030
---------------- ---------------- ---------------- ----------------
NET LOSS (6,030) (10,000) (6,030)
DEFICIT ACCUMULATED IN THE DEVELOPMENT STAGE:
Beginning of period (69,973) (53,943) (59,973) (53,943)
---------------- ---------------- ---------------- ----------------
End of period $ (69,973) $ (59,973) $ (69,973) $ (59,973)
================ ================ ================ ================
NET LOSS PER COMMON SHARE $ 0 $ (0.002) $ (0.001) $ (0.003)
================ ================ ================ ================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 7,985,855 3,341,168 7,976,616 2,265,434
================ ================ ================ ================
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SEE NOTES TO CONDENSED FINANCIAL STATEMENTS. F-2
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I2CORP.COM (FORMERLY KNOWN AS PCG MEDIA, INC.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE-MONTHS AND SIX-MONTHS ENDED DECEMBER 31, 1999 AND 1998
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(UNAUDITED)
1. ACCOUNTING POLICIES.
The interim condensed financial statements of i2corp.com (formerly known as PCG
Media, Inc.) (the Company) are unaudited. It is the opinion of the Company's
management that all adjustments necessary for a fair presentation of the interim
results have been reflected therein. Operating revenues and net earnings for any
interim period are not necessarily indicative of results that may be expected
for the entire year.
The Company has never had any cash balances or transactions; hence no statement
of cash flows is presented.
These statements should be read in conjunction with the financial statements and
related notes, that appear in the Company's Registration Statement on Form
10-SB. The balance sheet at March 31, 2000, was derived from the audited
financial statements included in that registration statement.
Despite its efforts, present management has been unable to determine the
appropriateness of certain values assigned by previous management for stock
issued in exchange for services. Management does not, however, believe that any
possible misstatement in such values can be significant because those values are
not carried forward in future financial statements of the Company as a result of
its reverse acquisition by Home Gambling Network, Inc. (HGN). (now a subsidiary
of the Company) and related recapitalization (Note 2) that occurred in February
2000.
DEVELOPMENT STAGE ENTERPRISE. The Company's previous financial statements
categorized the Company as a development stage enterprise. However, present
management believes that the Company has not been in the development stage for
several years.
2. SUBSEQUENT EVENT:
Subsequent to December 31, 1999, in what is commonly referred to as a "reverse
acquisition," the Company received 100% of the outstanding stock of HGN's in
exchange for a controlling interest in its outstanding stock and concurrently
changed its name to i2corp.com. For financial accounting purposes, the
acquisition will be treated as an acquisition of the Company by HGN and as a
recapitalization of HGN. The historical financial statements presented are those
of the Company, prior to this transaction.
The following pro forma financial information has been prepared for
informational purposes only and derived from the unaudited financial statements
of the Company and the audited financial statements of HGN as of and for the
year ended December 31, 1999. It is adjusted to give effect to the acquisition
and related recapitalization as if they had occurred on December 31, 1999.
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<S> <C>
Cash $ 623
Equipment, furniture, and fixtures, net 13,718
Unamortized patent costs 80,445
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$ 94,786
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LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 135,197
Advances from stockholders 110,125
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245,322
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Stockholders' equity deficiency:
Common stock 30,000
Additional paid-in capital deficiency 3,071,000
Subscription receivable (3,100,000)
Accumulated deficit (151,536)
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(150,536)
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$ 94,786
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F-3
