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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2000
/ / Transition report pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from ________________ to _____________
Commission file number 0 - 27971
THE FINANCIAL COMMERCE NETWORK, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 22-2582276
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
63 Wall Street, New York, New York 10005
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(Address of principal executive offices)
(212) 742-9870
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(Issuer's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of November 27, 2000:
28,854,172 shares of common stock, par value $.001 per share.
Transitional Small Business Disclosure Format (check one):
Yes No X
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company's core business is securities brokerage and investment
banking. The Company provides its brokerage clients with an on-line trading
capability in securities and commodities. The Company's website also acts as a
portal through which brokerage clients or other registered users can purchase a
wide selection of non-financial products. The Company is continuing to review
Internet companies for potential acquisitions, although Management does not
presently intend to initiate an acquisition because of the relatively low value
of the Company's shares and the Company's financial position. Furthermore,
internet ventures are presently out of favor in the marketplace and Management
believes that it will take time until the market assigns them an appropriate
value. Accordingly, Management intends to concentrate its efforts on increasing
the revenues of the Company's brokerage and investment banking businesses.
Management also seeks to raise additional capital to alleviate the Company's
working capital deficit, although there is no assurance that it will be able to
do so.
As at September 30, 2000 $1,346,417 of the Company's liabilities
consisted of obligations to its principal stockholder and to the President of
the Company, of which $916,000 consisted of deferred compensation to the
principal stockholder, $150,000 consisted of deferred compensation to the
President, $180,417 consisted of the balance due on loans from the principal
stockholder and $100,000 consisted of the balance due on loans from other
stockholders. If all such liabilities are excluded, the Company's working
capital deficit as of SEPTEMBER 30, 2000 would be reduced to $655,000, and if
the liabilities were converted to capital of the Company, there would be
positive stockholders equity of $135,280.
The Company's principal stockholder has agreed with the Company that
the liabilities to him (other than deferred compensation) shall accrue interest
at 8% and the Company shall make payments of $5,000 per week on such
liabilities. In addition 20% of any debt or equity financing obtained by the
Company will be applied to repayment of such liabilities, and when these
liabilities are repaid, 10% of any debt or equity financing received by the
Company will be applied to payment of the deferred compensation due to the
principal stockholder. There can be no assurance that the principal stockholder
and President of the Company will not seek to collect the Company's obligations
to them. Any such collection effort could have a materially adverse effect on
the Company's financial condition.
Except for historical information, the materials contained in this
Management's Discussion and Analysis is forward-looking (within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act) and involve a number of risks and uncertainties. The first is that
the Company's accountants, who have reviewed the financial statements included
in this Report, have expressed substantial doubt whether the Company can
continue as a going concern due to the Company's working capital deficit,
accumulated losses and stockholders' deficit. Unless the Company can raise
additional capital, attain future profitable operations, increase revenues,
reduce expenses, and obtain relief from the obligations to the principal
stockholder and the President, the financial condition of the Company and its
results of operations and cash flows are likely to be materially adversely
affected and the Company may have to curtail its operations. Other risks include
the periodic downturns in the Company's principal business sector, securities
brokerage and investment banking, intense price competition in the brokerage
business, the lack of predictability of investment banking income for a small
brokerage firm, competition for customers in the investment banking business
with companies that have an extensive international research and sales
capability, the Company's history of losses, turnover in the Company's
management, the absence of a permanent chief executive or chief financial
officer, the large number of outstanding options and other convertible
securities that will substantially dilute the Company's earnings if it becomes
profitable, and the substantial number of unregistered shares that the Company
is required to register, which if registered and sold in the market could
materially adversely effect the trading price for the Company's Common Stock.
Although forward-looking statements in this Report reflect the good
faith judgment of Management, such statements can only be based on facts and
factors currently known by the Company. Consequently, forward-looking statements
are inherently subject to risks and uncertainties, including the risks and
uncertainties listed above, and actual results and outcomes may differ
materially from the results and outcomes discussed in the forward-looking
statements. Readers are urged to carefully review and consider the various
disclosures made by the Company in this Report and the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1999, the Company's quarterly
reports for the quarters ended March 31, 2000 and June 30, 2000, and the
Company's report of Form 8-K, as amended,
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dated May 18, 2000, all of which have been filed with the Commission. These
reports attempt to advise interested parties of the risks and factors that may
affect the Company's business, financial condition and results of operations and
prospects. The forward-looking statements made herein speak only as of the date
hereof and the Company disclaims any obligation to provide updates, revisions or
amendments to any forward-looking statements made herein to reflect changes in
the Company's expectations or future events.
NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
RESULTS OF OPERATIONS
The following discussion gives effect to Alexander Wescott & Co., Inc.
("ALWC") being treated as the accounting acquirer in a reverse acquisition. In
March 1999, The Financial Commerce Network, Inc. ("TFCN") acquired ALWC in an
exchange of shares. Accordingly, the results of operations include only ALWC
through the date of the acquisition and reflect the consolidated results of ALWC
and TFCN thereafter.
During the first quarter of 2000, TFCN entered into an agreement with
Alexander Wescott International, LTD. pursuant to which TFCN exchanged 125,000
restricted shares of the Company's common stock in exchange for all of the
issued and outstanding shares of Alexander Wescott Securities, Ltd., a Bermuda
broker-dealer ("ALWS"). The consolidated financial statements give effect to
this acquisition for all periods presented, because TFCN and ALWS were entities
under common control, as an as-if pooling.
During the second quarter of 2000, the Company acquired
StockChicken.com, Inc. 200,000 shares of Common Stock of the Company were issued
to the sellers at the time of the acquisition and pursuant to a reset provision
in the acquisition agreement the Company is required to issue an additional
1,494,915 shares of its Common Stock. In June and August 2000, the Company
acquired two additional domain names in exchange for an aggregate of 80,000
shares and the right to receive a share of the revenues generated from the sales
of merchandise at the related websites pursuant to the arrangements with
Vstore.com. Any revenues and expenses associated with these acquisitions are
reflected in the Company's financial statements commencing on the respective
dates of the acquisitions.
NET LOSSES
For the nine months ended SEPTEMBER 30, 2000 and 1999, the Company
incurred a net loss of $3,106,237 and $23,263,158, respectively. For the three
months ended SEPTEMBER 30, 2000 and 1999, the Company incurred a net loss of
$1,087,289 and $22,062,992, respectively. Explanations of these results are set
forth under "Revenue" and "Expenses", below.
REVENUE
For the nine months ended SEPTEMBER 30, 2000, the Company recorded
revenue of $1,097,847 as compared to $1,429,477 for the nine months ended
SEPTEMBER 30, 1999. For the three months ended SEPTEMBER 30, 2000, the Company
recorded revenue of $222,879 as compared to $353,078 for the three months ended
SEPTEMBER 30, 1999.
The Company's revenues are principally composed of ALWC's trading,
commission and investment banking revenues. During the nine months ended
SEPTEMBER 30, 2000, ALWC's trading and commission revenue was $1,006,666 and
revenue from investment banking was $62,969. During the nine months ended
SEPTEMBER 30, 1999, ALWC's trading and commission revenue was $1,011,093 and
revenue from investment banking was $355,951. During the three months ended
SEPTEMBER 30, 2000, ALWC's trading and commission revenue was $192,485 and
revenue from investment banking was $25,000. During the three months ended
SEPTEMBER 30, 1999, ALWC's trading and commission revenue was $338,896 and
there was no revenue from investment banking. The decrease in trading and
commission revenues was primarily due to market volatility. In addition to
revenues from trading, commissions, investment banking and interest income,
the Company had other revenues consisting of $32,333 for the nine months
ended SEPTEMBER 30, 1999 and $2,563 for the three months ended SEPTEMBER 30,
1999. The Company had other revenue of $13,125 during the nine months ended
SEPTEMBER 30, 2000 and no other revenue in the three months ended
SEPTEMBER 30, 2000.
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EXPENSES
The acquisition of ALWC on March 29, 1999 had a profound effect on the
Company's operating results in the nine months ended September 30, 1999.
General and Administrative
General and administrative costs consist primarily of employee
compensation and benefits, stock option and warrant compensation, professional
fees and consulting services. Significant costs are attributed to the Company
becoming a reporting public company. This status has and will continue to
increase audit and legal costs significantly. In relation to the Company
becoming a public company, the cost of corporate relations will also increase as
quarterly reports and other investor information is required. The Company
anticipates that its general and administrative costs (as a percentage of costs)
will decline if the Company's operations expand.
General and administrative expenses decreased to $3,177,848,
excluding stock option and warrant compensation of $1,026,236, for the nine
months ended SEPTEMBER 30, 2000 from $3,992,635, excluding stock option and
warrant compensation of $20,700,000, for the nine months ended SEPTEMBER 30,
1999. This decrease of $814,787 (20%), was mainly due to decreases in
clearing charges, professional fees, public relations costs, recruiting fees
and website development costs. General and administrative expenses decreased
to $972,668, excluding stock option and warrant compensation of $337,500, for
the three months ended SEPTEMBER 30, 2000 from $1,716,070, excluding stock
option and warrant compensation of $20,700,000, for the three months ended
SEPTEMBER 30, 1999. This decrease of $743,402 (43%), was mainly due to
decreases in public relations costs, recruiting fees and website development
costs. During the third quarter of 1999, the Company issued to officers,
directors and employees, in consideration for their services to the Company,
options for the purchase of 14,225,000 shares of the Company's common stock,
at exercise prices substantially below the market price, of which options for
the purchase of 11,500,000 shares vested immediately and the balance were to
vest over periods of up to two years.
LIQUIDITY AND CAPITAL RESOURCES
At SEPTEMBER 30, 2000, the Company had current assets of $430,616 and
current liabilities of $1,536,307, resulting in a working capital deficit of
$1,105,691. As discussed above, because of this deficit together with the
Company's substantial accumulated losses and stockholders' deficit, the
Company's accountants have expressed substantial doubt whether the Company can
continue as a going concern. Unless the Compnay can raise additional capital,
attain future profitable operations, increase revenues, reduce expenses and
obtain relief from the obligations to the principal stockholder and the
President of the Company, the financial condition of the Company and its results
of operations and cash flows are likely to be materially affected and the
Company may have to curtail its operations.
During the nine months ended SEPTEMBER 30, 2000, the Company used cash
for operating activities of approximately $680,000 compared to the nine months
ended SEPTEMBER 30, 1999 of approximately $2,223,000. Cash used for operations
for the nine months ended SEPTEMBER 30, 2000 resulted from the Company's net
loss of approximately $3,106,000, of which approximately $1,854,000 was a
non-cash loss. Cash used for operations for the nine months ended SEPTEMBER 30,
1999 resulted from the Company's net loss of approximately $23,263,000, of which
approximately $21,326,000 was a non-cash loss.
During the nine months ended SEPTEMBER 30, 1999, the Company generated
cash flows from investing activities of approximately $750,000 through the cash
it acquired as a part of an acquisition.
During the nine months ended SEPTEMBER 30, 2000, the Company generated
cash from financing activities of approximately $677,000 compared to
approximately $1,475,000 for the nine months ended SEPTEMBER 30, 1999. The cash
generated during the nine months ended September 30, 2000 was attributable to
the sales of common stock net of repayments of stockholder loans. The cash
generated during the nine months ended SEPTEMBER 30, 1999 was attributable to
the sale of common stock and advances from stockholders.
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On February 15, 2000, the Company began a private placement of a
maximum of $1,000,000 in which the Company issued shares of common stock at a
price of $0.50 per share to accredited investors. The Company issued 1,440,000
shares in June 2000 and received proceeds of approximately $720,000. On August
15, 2000, the Company began a private placement of a maximum of $1,000,000 in
which the Company issued shares of common stock at $ 0.20 per share to
accredited investors. The Company received approximately $320,000 for which it
issued 1,552,500 shares. In addition, in October 2000, the Company issued
500,000 shares in this private placement for which it has not yet received
the agreed payment of $100,000. Unless the Company promptly receives the
$100,000 owed to it, the Company plans to seek rescission of the sale and
issuance of the 500,000 shares.
In November, the Company obtained financing of $200,000 in the
aggregate in exchange for its issuance of 1,000,000 shares of Common Stock and
$100,000 short-term notes convertible into Common Stock at a conversion price of
$.10 per share.
Continuation of the Company's operations and restoring the Company to
profitability requires capital resources substantially greater than those
currently available to the Company. The Company intends to seek additional debt
or equity financing to fund the cost of such continuation of operations. There
can be no assurance that additional financing will be available. If neither
additional debt nor equity financing is available, the Company may seek
short-term loans. In addition, the Company may seek a strategic alliance with
another company that would provide capital to the Company, although there can be
no assurance that such a strategic partner can be found.
To the extent that the Company finances its operations through the
issuance of additional equity securities, any such issuance will result in
dilution of the interests of the Company's stockholders. Additionally, to the
extent that the Company incurs indebtedness or issues debt securities to finance
its operations, it will be subject to all of the risks associated with incurring
substantial indebtedness, including the risks that interest rates may fluctuate
and cash flow may be insufficient to pay the principal of, and interest on, any
such indebtedness.
INFLATION
The Company believes that the impact of inflation and changing prices
on its operations since commencement of operations has been negligible.
SEASONALITY
The Company does not deem its revenues to be seasonal and any effect
would be immaterial.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company (either the Financial Commerce Network, Inc. or its
subsidiary ALWC) is a defendant in each of the following legal proceedings:
Sharp Decisions, Inc. v. The Financial Commerce Network, Inc.
(Complaint filed April 4, 2000 in the Supreme Court of the State of New York,
County of New York). Plaintiff alleges breach of contract for services rendered
and is seeking fees payable of approximately $39,500 plus interest thereon.
Plaintiff asserts that it was retained from August 1999 through November 1999 to
provide personnel to perform computer consulting services for the Company. The
Company has asserted the defenses that the services provided were insufficient
for the amount billed and that the computer professionals provided by plaintiff
performed work that was not requested by the Company. This litigation is
presently in the discovery phase.
Todd Nisbet v. The Financial Commerce Network, Inc. (Complaint filed
February 9, 2000 in Superior Court of New Jersey Law Division: Essex County).
Plaintiff was employed as chief operating officer of the Company under an
employment agreement dated June 22, 1999. Mr. Nisbet seeks damages of $150,000
based on alleged breach of contract and other related claims. The Company
asserts that in the Fall of 1999, Mr. Nisbet was offered another position with
the Company because the Board felt he was unable to fulfill his duties as Chief
Operating Officer, but the offer was declined. Mr. Nisbet left employment in
November 1999. The case has been removed to United States District Court for the
District of New Jersey. This litigation is presently in the discovery phase
Walsh-Lowe Constantin Group, LLC. v. TFCN Alexander, Wescott (Complaint
filed on May 16, 2000 in the Supreme Court of the State of New York, County of
New York). Plaintiff claims breach of contract in regard to the services
provided during the fall of 1999 by its project management and consulting
engineers in connection with the Company's website infrastructure. Plaintiff is
seeking payment of approximately $27,000 for hours billed and invoiced but not
paid. The Company has asserted that the amount billed is overstated due to the
minimal amount of services provided. This litigation is presently in the
discovery phase.
Douglas G. Zimmer v. Alexander, Wescott & Co., Inc. (Arbitration before
the NASD instituted in June 19, 2000). Plaintiff is a former securities salesman
of ALWC. The complaint alleges improper termination in July 1998 and defamatory
statements by the Company in its reports to the NASD and seeks approximately
$23,000 in damages. The Company alleges that Mr. Zimmer improperly sold
securities to a client. Mr. Zimmer disclaims responsibility for the sale. The
subsequent cancellation of the trade caused a loss to the Company of
approximately $12,235.00. The Company subsequently terminated Mr. Zimmer's
employment and retained any commissions owed to him to offset the loss.
OM Technology, Inc. v. The Financial Commerce Network, Inc. (Complaint
filed in the Supreme Court of New York, County of New York, on April 10, 2000).
OM Technology, Inc. seeks payment of an account stated of approximately $750,000
and damages of $1,500,000. The Company had contracted with OM Technology for
development of an on-line trading platform. The Company contends that the
plaintiff did not have suitable software and could not provide the necessary
software for the trading facility within the time frame agreed, thus causing
irreparable damage to the Company. The Company never used any of OM Technology's
software or equipment in its on-line operation. This litigation is presently in
the discovery phase.
Blank Rome Tenzer Greenblatt LLP v. Alexander, Wescott & Co., Inc. et
al. (Complaint filed on October 17, 2000 in the Supreme Court of the State of
New York, New York County). This is an action to recover attorneys fees and
related disbursements. Plaintiff is seeking an amount of approximately $202,500.
Alexander, Wescott asserts that approximately $76,500 of the total amount are
for services rendered to an investment banking prospect of the Company. Special
counsel for the Company is reviewing the complaint and gathering the relevant
facts in order to determine the Company's exposure, if any. Accordingly , the
amount of the Company's potential liability, if any, in this action is not
determinable at this time.
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Item 2. Changes in Securities and Use of Proceeds
Set forth below are descriptions of the issuances by the Company of
shares of its common stock that are not registered under the Securities Act of
1933 (the "Act") that the Company issued during the fiscal quarter ended
September 30, 2000 and the commitments to issue shares entered into during such
quarter.
In the second quarter of this year, the Company issued 200,000 shares
of its common stock in exchange for all of the issued and outstanding stock of
StockChicken.com, whose principal asset was a website by the same name designed
to provide investment education, financial newsletters, real-time quotes,
research reports and other services. Under the reset provisions of the
acquisition agreement, the Company agreed to issue additional shares based on
the average trading price on the five days preceding November 18, 2000, the
six-month anniversary of the acquisition, which equals approximately 1,490,000
shares. The Company believes that these securities will be issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Section 4(2) of the Act.
In July 2000, the Company issued 50,000 unregistered shares in
connection with a settlement agreement entered into during the second quarter of
this year. The Company believes that these securities were issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Section 4(2) of the Act.
During August and September, 2000, the Company sold 1,552,500 shares of
its common stock at $.20 per share in a private placement to accredited
investors exempt under Rule 506 of Regulation D, promulgated under the Act,
which aggregates $320,500. In addition, in October 2000, the Company issued
500,000 shares in this private placement for which it has not yet received
the agreed payment of $100,000. Unless the Company promptly receives the
$100,000 owed to it, the Company plans to seek rescission of the sale and
issuance of the 500,000 shares.
In August 2000, the Company issued 50,000 shares of unregistered common
stock in connection with the acquisition of the domain name
Irishheritagestore.com and contract rights of the domain name. The Company
believes that these securities were issued in a transaction not involving a
public offering in reliance upon an exemption from registration provided by
Section 4(2) of the Act.
On November 8, 2000, the Company completed the sale of $100,000
principal amount of its convertible notes. The notes mature 90 days after
issuance, are convertible into common stock of the Company at a conversion price
of $.10 per share and are interest-free. On November 28, 2000, the Company
completed the sale of 1,000,000 shares of its common stock to accredited
investors for an aggregate of $100,000. The Company believes that the offering
is exempt from registration under the Act pursuant to Rule 506 of Regulation D
promulgated under the Act. Mr. Bach has agreed to waive his right to require the
Company to apply a portion of the proceeds of these sales to repayment of his
loans.
Item 5. Other Information.
The discussions between the Company and Rascals International, Inc.
("Rascals"), the owner of comedy clubs in New Jersey and Florida, regarding the
acquisition by the Company of Rascals have been terminated.
In October 2000, the Company and Richard H. Bach, its principal
stockholder, entered into a Resignation Agreement pursuant to which Mr. Bach
resigned effective immediately from his positions as Chief Executive Officer,
Chairman of the Board and director of the Company. Mr. Bach said that he wished
to be able to devote more time to his investment banking activities, trading
activities and private investments. Mr. Bach will remain a registered broker of
the Company and intends to conduct his investment banking activities and trading
activities through the Company.
A copy of the Resignation Agreement is filed herewith as an Exhibit,
and the description herein of the Resignation Agreement is qualified in its
entirety by the terms and conditions of the complete agreement. Under the
Resignation Agreement, the net indebtedness arising out of money advanced to the
Company by Mr. Bach or his affiliates, which equaled approximately $177,000 on
the date of the Resignation Agreement, will accrue interest at 8% and the
Company is required to make payments of
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$5,000 per week to Mr. Bach in respect of such loans. In addition, 20% of any
debt or equity financing obtained by the Company will be applied to repayment of
the loans and when the loans are repaid, 10% of any debt or equity financing
received by the Company will be applied to payment of the deferred compensation
payable to Mr. Bach, which aggregates $1,003,000. The Resignation Agreement also
provides that at any time that Mr. Bach owns 25% or more of his holdings of the
Company on the date of the agreement, or any of the loans or any other
obligations of the Company guaranteed by Mr. Bach remain outstanding the Company
will not, in general, issue or sell its securities without his consent. In
addition, the Company has agreed to issue 250,000 shares of Common Stock to Mr.
Bach on or before December 31, 2000. On October 31, 2000 Mr. Bach owned
9,850,193 shares of the Company's common stock (including 202,203 shares owned
by a foundation with respect to which Mr. Bach disclaims beneficial ownership)
and options to purchase 10,000,000 shares of common stock.
Item 6. Exhibits and Report on Form 8-K
Exhibits
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation of the Financial Commerce Network, Inc.,
f/k/a Intrex.com, Inc. and Amended Articles. (1)
3.2 By-laws of The Financial Commerce Network, Inc., f/k/a Intrex.com,
Inc. (1)
4.1 Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of The Financial Commerce Network, Inc.,
f/k/a Intrex.com, Inc. (1)
10. Material Contracts
1st Southwest Clearing Agreement (2)
Unit Purchase Agreement Naturalist.com (2)
KLAD Agreement (1)
Resignation Agreement signed on or about October 27, 2000 Between
Richard H. Bach at the Company, including The Amendment dated
November 29, 2000*
21. Subsidiaries of the Registrant (2)
22. Consents (2)
27. Financial Data Schedule *
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(1) Incorporated by reference from the Form 10-SB filed by the company on
November 5, 1999 and amended on January 7 and February 15, 2000.
(2) Incorporated by reference from the Annual Report on Form 10-KSB for the
period ended December 31, 1999.
* Filed herewith.
(b) Reports on Form 8-K.
On August 11, 2000, the Company filed a Report on Form 8-K, and on
September 14, 2000, the Company filed an Amendment to such Report on Form 8-K.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
THE FINANCIAL COMMERCE NETWORK, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AND
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
SEPTEMBER 30, 2000
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONTENTS
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<TABLE>
<CAPTION>
CONSOLIDATED FINANCIAL STATEMENTS
<S> <C>
Consolidated Balance Sheet F-2
Consolidated Statements of Operations F-3
Consolidated Statement of Stockholders' Deficit F-4
Consolidated Statements of Cash Flows F-5 - F-6
Notes to Consolidated Financial Statements F-7 - F-11
</TABLE>
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INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
The Financial Commerce Network, Inc. and Subsidiaries
We have reviewed the accompanying consolidated balance sheet of The Financial
Commerce Network, Inc. and Subsidiaries as of September 30, 2000, and the
related consolidated statements of operations for the three-month and nine-month
periods ended September 30, 2000 and 1999, the consolidated statement of cash
flows for the nine months ended September 30, 2000 and 1999, and the
consolidated statement of stockholders' deficit for the nine months ended
September 30, 2000. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has a significant working capital
deficit, an accumulated deficit and a stockholders' deficit. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Rothstein, Kass & Co., P.C.
Roseland, New Jersey
November 15, 2000
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
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SEPTEMBER 30, 2000
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ASSETS
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CURRENT ASSETS
Cash and cash equivalents $ 19,251
Marketable securities owned, at market 183,557
Other securities owned, at fair value 42,122
Other current assets 185,686
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Total current assets 430,616
OFFICE EQUIPMENT, net of accumulated depreciation of $5,415 14,442
DUE FROM AFFILIATES 133,552
GOODWILL, net of accumulated amortization of $20,000 427,704
OTHER ASSETS 379,600
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$ 1,385,914
=================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,065,499
Bank loan payable, current portion 20,364
Deferred compensation 202,627
Due to stockholders 247,817
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Total current liabilities 1,536,307
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LONG-TERM LIABILITIES
Bank loan payable, less current portion 30,619
Deferred compensation 863,373
Due to stockholders 32,600
------------------
Total long-term liabilities 926,592
------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, authorized 50,000,000 shares,
issued and outstanding 23,743,626 shares 23,744
Convertible preferred stock, $.001 par value, authorized 10,000,000
shares, 128,000 issued and 70,000 outstanding 70
Additional paid-in capital 34,006,304
Accumulated deficit (34,773,001)
------------------
(742,883)
Less treasury stock, at cost:
Common, 405,088 shares (284,102)
Preferred, 5,000 shares (50,000)
------------------
Total stockholders' deficit (1,076,985)
------------------
$ 1,385,914
==================
</TABLE>
See accompanying notes to consolidated financial statements
F-2
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
==================================================================================================================================
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Trading and commissions $ 1,006,666 $ 1,011,093 $ 192,485 $ 338,896
Investment banking 62,969 355,951 25,000 --
Interest 15,087 30,100 5,394 11,619
Other 13,125 32,333 -- 2,563
-----------------------------------------------------------------------------------
1,097,847 1,429,477 222,879 353,078
-----------------------------------------------------------------------------------
EXPENSES
Employee compensation
and benefits 1,743,425 1,519,206 484,798 436,940
Clearance 180,609 526,123 84,978 95,495
Occupancy 188,457 114,466 49,359 42,675
Communications 81,352 204,475 30,074 89,439
Insurance 29,679 14,264 7,540 7,164
Stock option and warrant compensation 1,026,236 20,700,000 337,500 20,700,000
Other 954,326 1,614,101 315,919 1,044,357
-----------------------------------------------------------------------------------
4,204,084 24,692,635 1,310,168 22,416,070
-----------------------------------------------------------------------------------
NET LOSS APPLICABLE
TO COMMON SHARES $ (3,106,237) $ (23,263,158) $ (1,087,289) $ (22,062,992)
===================================================================================
BASIC AND DILUTED LOSS
PER COMMON SHARE $ (0.14) $ (1.28) $ (0.05) $ (1.08)
===================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES USED IN
COMPUTING BASIC AND DILUTED
LOSS PER COMMON SHARE 22,045,395 18,172,050 23,714,737 20,382,805
===================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
======================================================================================================================
NINE MONTHS ENDED SEPTEMBER 30, 2000
======================================================================================================================
COMMON STOCK PREFERRED Stock
------------------- ---------------
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
BALANCES, December 31, 1999 20,935,126 $ 20,935 70,000 $ 70
ACQUISITION OF ALWS 125,000 125
COMMON STOCK ISSUED FOR SERVICES 13,500 14
COMMON STOCK ISSUED IN PRIVATE PLACEMENT 1,440,000 1,440
ISSUANCE OF STOCK OPTIONS AND WARRANTS
ISSUANCE OF COMMON STOCK TO ACQUIRE STOCKCHICKEN.COM 200,000 200
RESCISSION OF COMMON STOCK TO BE ISSUED FOR SERVICES
ISSUANCE OF COMMON STOCK TO ACQUIRE IRISHHERITAGESTORE.COM 30,000 30
COMMON STOCK ISSUED FOR COMPENSATION 900,000 900
ISSUANCE OF COMMON STOCK TO ACQUIRE THE500PITSTOP.COM
AND COUNTRYANDWESTERNHITS.COM 50,000 50
ISSUANCE OF COMMON STOCK FOR LEGAL SETTLEMENT 50,000 50
COMMON STOCK TO BE ISSUED IN PRIVATE
PLACEMENT (1,552,340 SHARES AS OF SEPTEMBER 30, 2000)
COMMON STOCK TO BE ISSUED FOR SERVICES (4,500 SHARES)
NET LOSS
TREASURY STOCK ACTIVITY
-------------------------------------------------------
BALANCES, September 30, 2000 23,743,626 $ 23,744 70,000 $ 70
=======================================================
<CAPTION>
Retained
Additional Earnings
Paid-in (Accumulated Treasury
Capital Deficit) Stock
<S> <C> <C> <C>
Balances, December 31, 1999 $ 30,305,711 $ (31,357,199)$ --
Acquisition of ALWS 899,119 (309,565) (244,887)
Common stock issued for services 6,863
Common stock issued in private placement 718,560
Issuance of stock options and warrants 1,012,500
Issuance of common stock to acquire StockChicken.com 399,800
Rescission of common stock to be issued for services (93,750)
Issuance of common stock to acquire Irishheritagestore.com 22,470
Common stock issued for compensation 420,975
Issuance of common stock to acquire The500PitStop.com
and CountryandWesternHits.com 37,450
Issuance of common stock for legal settlement 37,450
Common stock to be issued in private
placement (1,552,340 shares as of September 30, 2000) 310,468
Common stock to be issued for services (4,500 shares) 2,720
Net loss (3,106,237)
Treasury stock activity (74,032) (89,215)
----------------------------------------------------
Balances, September 30, 2000 $ 34,006,304 $ (34,773,001)$ (334,102)
====================================================
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
========================================================================================================================
NINE MONTHS ENDED SEPTEMBER 30, 2000 1999
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,106,237) $ (23,263,158)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock option and warrant compensation 1,026,236 20,700,000
Common stock issued for compensation 421,875
Common stock issued for services 385,455 624,375
Depreciation and amortization 20,000 1,398
Changes in operating assets and liabilities:
Marketable securities owned, at market 231,296 111,792
Other securities owned, at fair value 28,918 (53,159)
Other current assets 146,289 (423,628)
Other assets (319,600) (10,520)
Equity securities sold, not yet purchased (32,425)
Accounts payable and accrued expenses 26,980 341,617
Commissions payable (26,317) (111,338)
Due to clearing broker (108,419)
Deferred compensation 484,500
---------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (680,605) (2,223,465)
---------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of office equipment (5,040)
Cash acquired in acquisition 755,000
---------------------------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES -- 749,960
---------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock 1,030,468
Sales of preferred stock 1,202,000
Acquisition of treasury stock (163,247) (44,611)
Advances from (repayments to) affiliates 10,752 (114,570)
Payments on bank loan (13,538) (8,020)
Advances from (repayments to) stockholders (187,583) 440,000
---------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 676,852 1,474,799
---------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,753) 1,294
CASH AND CASH EQUIVALENTS, beginning of period 23,004 90,959
---------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 19,251 $ 92,253
=======================================
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
================================================================================================================================
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2000 1999
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Common stock issued to purchase
StockChicken.com, Irishheritagestore.com,
ThePitStop500.com and
Countryandwesternhits.com $ 460,000 $ --
=====================================================================
During the nine months ended September 30, 2000, the Company assumed liabilities
of $47,704 as part of the acquisition of the StockChicken.com
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
===============================================================================
1. NATURE OF BUSINESS The Financial Commerce
Network, Inc. (TFCN) was
incorporated in the State of
Washington in July 1969 for
the purpose of acquiring other
corporations. Alexander,
Wescott & Co., Inc. (ALWC), is
a broker-dealer registered with
the Securities and Exchange
Commission (SEC) and an
introducing broker registered
with the Commodity Futures
Trading Commission (CFTC).
ALWC is also a member of the
National Association of
Securities Dealers, Inc. (NASD)
and the National Futures
Association (NFA). ALWC's
operations consist primarily of
engaging in principal
transactions and providing
investment banking services.
Alexander Wescott Securities,
Ltd. (ALWS) is a Bermuda based
broker dealer. StockChicken.com
(SC) is a financial information
website.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES BASIS OF PRESENTATION
The consolidated financial
statements included herein have
been prepared by the Company
without audit, pursuant to the
rules and regulations of the
Securities and Exchange
Commission. Certain information
and 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. These statements
include all adjustments that, in
the opinion of management, are
necessary to provide a fair
statement of the results for the
periods covered. These financial
statements should be read in
conjunction with the audited
financial statements and the
notes thereto included in the
Company's Form 10-KSB for the
year ended December 31, 1999. The
results of operations for the
interim periods presented are not
necessarily indicative of the
results for the full year.
PRINCIPLES OF CONSOLIDATION
The consolidated financial
statements include the accounts
of TFCN and its wholly-owned
subsidiaries, ALWC, ALWS and SC
(collectively, the Company). All
significant intercompany
transactions and balances have
been eliminated in consolidation.
ACQUISITIONS
During the first quarter of 2000,
TFCN entered into an agreement
with Alexander Wescott
International, LTD., (sole
shareholder of ALWS), whereby
TFCN would exchange 125,000
restricted shares of the
Company's common stock in
exchange for all of the issued
and outstanding shares of ALWS.
The consolidated financial
statements give effect to this
acquisition for all periods
presented, as the entities were
entities under common control,
therefore, the acquisition is
presented as an as-if pooling.
The shares were issued during
June 2000.
F-7
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
===============================================================================
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED) ACQUISITIONS (CONTINUED)
During May 2000, TFCN entered
into an agreement whereby TFCN
exchanged 200,000 restricted
shares of the Company's common
stock in exchange for all of the
issued and outstanding shares of
StockChicken.com and assumed
liabilities of approximately
$47,000. The shares will be
issued to the stockholders of
StockChicken.com with a valuation
of $2.00 per share. The
acquisition has a "reset"
provision that provides on the
sixth month anniversary of the
closing, if the price of TFCN
common stock is below a $2.00 bid
price for five consecutive
trading days, then the selling
shareholders will be given an
additional number of TFCN common
shares to offset the price. The
accompanying consolidated
financial statements reflect
operations of StockChicken.com
from May 18, 2000, the closing
date of the agreement, through
September 30, 2000. In connection
with this transaction, the
Company recorded goodwill of
approximately $447,704, which
represents the excess value of
the shares issued over the net
assets of StockChicken.com that
were acquired. For the period
May 18, 2000 to September 30,
2000, StockChicken.com had no
revenues.
In June 2000, the Company
issued 30,000 shares of
restricted common stock in
exchange for the domain name
"Irishheritagestore.com" and
all rights associated with any
and all revenues generated
from the arrangement with
Vstore.com, the provider of
the merchandise for
Irishheritagestore.com.
In August 2000, the Company
issued 50,000 shares of
restricted common stock in
exchange for the rights to the
domain names. The
500PitStop.com and
CountryandWesternHits.com and
all rights associated with and
any and all revenue generated
from the seller's agreement
with Vstore.com.
INCOME (LOSS) PER COMMON SHARE
The Company complies with
Statement of Financial Accounting
Standards No. 128, "Earnings Per
Share" (SFAS 128). SFAS 128
requires dual presentation of
basic and diluted earnings per
share for all periods presented.
Basic earnings per share excludes
dilution and is computed by
dividing income (loss) available
to common shareholders by the
weighted average number of common
shares outstanding for the
period. Diluted earnings per
share reflect the potential
dilution that could occur if
securities or other contracts to
issue common stock were exercised
or converted into common stock or
resulted in the issuance of
common stock that then shared in
the earnings of the entity. Basic
and diluted income (loss) per
common share, were the same for
2000 and 1999 because of the
Company's losses. Unexercised
stock options and warrants to
purchase 14,262,500 shares of the
Company's common stock and shares
issuable upon the conversion of
the preferred stock at September
30, 2000 were not included in the
computations of diluted income
(loss) per common share because
their effect would have been
antidilutive as a result of the
Company's losses.
F-8
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
===============================================================================
3. GOING CONCERN The accompanying consolidated
financial statements have been
prepared assuming that the
Company will continue as a going
concern. As of September 30,
2000 the Company had a working
capital deficit of approximately
$1,106,000, an accumulated
deficit of approximately
$34,773,000 and a stockholders'
deficit of approximately
$1,077,000. During the nine
months ended September 30,
1999, the Company sustained a
loss from operations of
approximately $2,563,000,
exclusive of non-cash charges for
stock based compensation of
approximately $20,700,000.
This loss resulted primarily
from the Company establishing
itself as a reporting public
company, developing its internet
portal, and building its
infrastructure. In order to
effectuate the foregoing, key
revenue producers employed by
ALWC were heavily involved and
were, therefore, limited in the
time they were able to devote to
generating revenues during the
year. For the nine-month
period ended September 30,
2000, the Company sustained a
loss of approximately
$2,080,000 exclusive of
charges for stock based
compensation of approximately
$1,026,000. During February and
March 2000, the Company raised
approximately $720,000 through a
private placement and during
August and September 2000
approximately $420,500 was
raised in a second private
placement (SEE NOTE 6). In
order to continue as a going
concern the Company must
continue to raise additional
capital, attain future
profitable operations,
increase its revenue streams
and reduce expenses.
There can be no assurance the
Company will be able to raise
additional capital. If the
Company is unable to raise
additional capital, attain
future profitable operations,
increase its revenues and
reduce expenses its financial
condition, results of
operation and cash flow are
likely to be materially
adversely affected. These
matters raise substantial
doubt about the Company's
ability to continue as a going
concern. The accompanying
consolidated financial
statements do not include any
adjustments relating to the
recoverability of recorded
asset amounts or amounts and
classifications of liabilities
that might result should the
Company be unable to continue
as a going concern.
4. INVESTMENTS In March 2000, the Company
acquired 980,000 shares of Series
A Preferred stock and 250,000
options to acquire preferred
stock of an unrelated company for
$500,000. The Company paid
$250,000, which is included in
other assets, and has not
received the 250,000 options. The
Company and the unrelated party
agreed that the Company would pay
the balance of $250,000 by April
30, 2000, at which time the
options will be issued. To date,
the payment has not been made and
the options have not been issued.
Both companies agreed to cancel
the 980,000 Series A Preferred
Stock certificate and the
unrelated party would issue a
certificate for 490,000 shares
representing the investment to
date. The preferred stock is
convertible into common stock of
the unrelated company upon
certain sale events (as defined).
The Company has the possibility
of future financings at the
option of the unrelated company,
under which it would receive
similar securities. If the
unrelated company seeks
financing, other than from the
Company, the Company will receive
100,000 warrants to purchase
common stock upon the occurrence
of a sale event. In the event the
unrelated company seeks financing
from the Company and the Company
is unable to arrange suitable
financing, then the unrelated
company will receive 100,000
warrants to purchase common stock
of the Company. As of
September 30, 2000, the
Company is carrying the
investment at cost and is
evaluating the viability of
the investment and the
underlying entity.
F-9
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
===============================================================================
5. OTHER CURRENT ASSETS Included in other current assets
is approximately $123,000 due
from Rascals International,
Ltd., a company that TFCN had
signed a letter of intent to
acquire. The amount is payable
in either cash or shares of
Rascals stock, at a valuation
of $.20 per share.
6. STOCKHOLDERS' DEFICIT During January 2000, the Company
authorized the issuance of
1,010,000 shares of common stock
to certain employees of the
Company. These shares will vest
over a period of one year
commencing January 1, 2000,
provided the employees remain
with the Company until December
31, 2000. The accompanying
consolidated financial
statements include compensation
expense of approximately
$422,000 related to these shares
for the nine months ended
September 30, 2000. The shares
were issued in May 2000. To
date, 110,000 shares have been
forfeited, of which, 100,000
were not returned until October
2000. The weighted average per
share amounts give effect to
these forfeitures as though
the shares were never issued.
During February and March 2000,
the Company raised approximately
$720,000 in a Regulation D
Private Placement. During June,
2000 the Company issued 1,440,000
shares of its common stock
related to this private
placement.
The Company issued 13,500 shares
of common stock during May 2000
for professional services.
In July 2000 the Company issued
50,000 shares of restricted
common stock in settlement of a
legal matter that has been
charged to operations in the
accompanying consolidated
financial statements.
During August and September, the
Company raised approximately
$420,500 in a Regulation D
Private Placement, of which
approximately $310,000 had been
received as of September 30,
2000. During October 2000, the
Company issued 2,102,500 shares
of its common stock related to
this private placement.
7. COMMITMENTS The Company issued 260,000
shares of common stock, which
vest over one year, to a
consultant that will be
responsible for establishing
an office in Geneva,
Switzerland. In addition, the
agreement provides for the
payment of commissions based on
the sales that are derived from
the office. Other current assets
include approximately $28,000 at
September 30, 2000 related to
this issuance and approximately
$338,000 has been charged to
operations for the nine months
ended September 30, 2000.
During August 2000 AWBD was in
violation of its minimum net
capital requirement. The
violation was due to a haircut
and undue concentration
reduction on an equity
security. The violation was
cured the following day by
liquidating a portion of the
equity position.
F-10
<PAGE>
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
===============================================================================
8. CONTINGENCIES In the normal course of
business, the Company has been
named as a defendant in various
matters. Management of the
Company, after consultation with
legal counsel, believes that the
resolution of these matters will
not have a material adverse
effect on the financial
condition, results of operations
or cash flows of the Company.
9. SUBSEQUENT EVENTS The Company's Chairman resigned
during October 2000.
In November 2000, the Company
obtained financing of $200,000
in the aggregate in exchange
for its issuance of 1,000,000
shares of Common Stock at $.10
per share and $100,000
short-term notes convertible
into Common Stock at a
conversion price of $.10 per
share.
F-11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE FINANCIAL COMMERCE NETWORK, INC.
By: /s/ Ara Proudian
---------------------------------
Ara Proudian
President and Chief Financial Officer
December 5, 2000
