<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ______________
Commission file number 000-28195
ENTERPRISES SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0232148
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
140 Wood Road, Suite 200, Braintree, Massachusetts 02184
(Address of principal executive offices)
(781) 356-4387
(Issuer's telephone number)
The number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Class June 30, 2000
----- --------------
Common stock, $ 0.001 par value 4,724,282
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ENTERPRISES SOLUTIONS, INC.
TABLE OF CONTENTS
PAGE NO.
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PART I. FINANCIAL INFORMATION
ITEM 1 - Unaudited Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 2000 and 1999
(Unaudited)..................................................... 3
Consolidated Statements of Operations for the Six Months
Ended June 30, 2000 and 1999 and for the Three Months
Ended June 30, 2000 and 1999 (Unaudited)........................ 4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2000 and 1999 (Unaudited)............. 5
Notes to Unaudited Consolidated Financial Statements............ 6
ITEM 2
Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 7
PART II. OTHER INFORMATION
ITEM 1
Legal Proceedings............................................... 8
ITEM 6
Exhibits and Reports on Form 8-K................................ 8
Signatures...................................................... 9
2
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ENTERPRISES SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND 1999
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Cash $ 3,350,906 $ 560
Loans and Advances 111,005 130,000
Loans Receivable-Infotex - 614,022
Loans Receivable-CODIS 150,000 -
Officer Loan, 10 year term,
7% per annum 650,000 -
----------- ----------
Total Assets $ 4,261,911 $ 744,582
=========== ==========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Other Liabilities $ 6,625 $ -
Accrued Other Expense 283,663 -
Demand Loans 622,323 -
Convertible note 5,250,000 -
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Total Current Liabilities 6,162,611 -
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Shareholders' (Deficit):
Preferred Stock $1.00 Par 148 100
Common Stock $.001 Par 4,310 3,625
Additional Paid-in Capital 2,786,646 2,577,162
Retained (Deficit) (1,633,508) (1,633,508)
(Deficit) Accumulated During The
Development Stage (3,058,296) (202,797)
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Total Shareholders' (Deficit) (1,900,700) 744,582
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Total Liabilities & Shareholders' (Deficit) $ 4,261,911 $ 744,582
=========== ==========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
3
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ENTERPRISES SOLUTIONS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 AND
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Y-T-D June 30, QTR. June 30,
------------------------ ------------------------
2000 1999 2000 1999
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Revenue $ - $ - $ - $ -
----------- -------- ----------- --------
Costs and Expenses:
Consulting Fees 501,190 36,125 385,825 18,125
Professional Fees 216,007 5,030 190,558 2,430
Office Expenses 76,045 2,344 28,538 1,452
Rent 66,959 - 56,725 -
Research & Development 263,890 - 122,821 -
Telephone 26,555 1,247 12,710 593
Travel Expenses 157,928 29,176 88,053 21,256
Interest 48,993 - 48,993 -
Insurance 28,508 - 24,060 -
Salaries 40,000 - 40,000 -
Corporate registrations 23,152 3,000 22,129 1,500
Other Expenses 7,450 636 5,939 54
----------- -------- ----------- --------
Total Costs and Expenses 1,456,677 77,558 1,025,351 45,410
----------- -------- ----------- --------
Other Income:
Interest 27,155 - 26,725 -
----------- -------- ----------- --------
NET (LOSS) $(1,429,522) $(77,558) $ (998,626) $(45,410)
=========== ======== =========== ========
NET (LOSS) PER
COMMON SHARE $ (0.33) $ (0.02) $ (0.24) $ (0.02)
=========== ======== =========== ========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
4
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ENTERPRISES SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
--------- --------
<S> <C> <C>
Cash Flows From Operating Activities:
Net (Loss) $(1,429,522) $(77,558)
Adjustments to Reconcile Net (loss) to Net Cash
(Used) By Operating Activities:
Increase In Accounts Payable and
Accrued Expenses 43,778 -
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Net Cash (Used) By Operating Activities (1,385,744) (77,558)
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Cash Flows From Investing Activities:
Loans Receivable - CODIS (150,000) -
Loans and Advances, Net (111,005) (5,000)
Loans and Advances - Infotex - (614,022)
Officer Loan (650,000) -
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Cash Flows (Used) By Investing Activities (911,005) (619,022)
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Cash Flows From Financing Activities:
Convertible note 5,250,000 -
Increase In Demand Loans 366,074 -
Common Stock Issuances - 658,166
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Net Increase (Decrease) In Cash 3,319,325 (38,414)
Cash, Beginning of Year 31,581 38,974
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Cash, End of Period $ 3,350,906 $ 560
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</TABLE>
See Notes to Unaudited Consolidated Financial Statements
5
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ENTERPRISES SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.
The consolidated results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year. The
accompanying financial statements should be read in conjunction with the
Company's Form 10-KSB which included audited financial statements for the year
ended December 31, 1999.
Income Taxes
------------
During the periods presented the Company has not provided for income taxes as a
result of the losses during the periods and the available operating loss
carryforwards.
6
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ENTERPRISES SOLUTIONS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Results of Operations
Comparison of the Three Months Ended June 30, 2000 and 1999
The Company had no revenues in either 2000 or in 1999. The Company is a
development stage company and has not yet commenced sales of its planned
products and services.
The Company's expenditures increased overall from $45,410 to $1,025,351,
attributable primarily to implementing its planned business strategy. Research
and developmental expenses specifically increased from $0 to $122,821 and
consulting fees from $18,125 to $385,825.
The net loss for the quarter ended June 30, 2000 increased to $998,626
from a net loss in 1999 of $45,410 due to the foregoing.
Liquidity and Capital Resources
The Company's working capital deficit at June 30, 2000 was approximately
$2.8 million. The Company's primary sources of working capital have been from
the offshore financing from Waltrag, A.G. referenced in Item 1 of the Company's
Form 10-KSB, filed April 12, 2000.
Currently, the Company's primary cash requirements include the ongoing cost
of the development of its new business plan and the ongoing costs of maintaining
its administrative expenses. In addition, in June 2000, the Company loaned its
president $650,000 for 10 years, at 7% interest per annum. Interest is payable
monthly until maturity when the entire principal balance is due.
Comparison of the Six Months Ended June 30, 2000 and 1999. The Company had
no revenues in either 2000 or 1999. The Company is a development stage Company
and has not yet commenced sales of its planned products and services.
The Company's expenditures and net loss for the six months ended June 30,
2000 were up over the Comparable 1999 period, reflecting the Company's ongoing
efforts to develop its new business plan and the continuing costs of maintaining
its administrative expenses.
7
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ENTERPRISES SOLUTIONS, INC.
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the description of legal proceedings with the
Securities and Exchange Commission (the "Commission") under Item 1 of the
Company's Amendment No. 2 to Form 10-KSB, filed with the Commission on July 6,
2000.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K relating to the quarter ended June 30, 2000.
The Company did file one report on Form 8-K during the quarter
ended June 30, 2000. The report was filed on April 7, 2000.
8
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ENTERPRISES SOLUTIONS, INC.
By: /s/ John A. Solomon
-------------------------------------
John A. Solomon
President and Chief Executive Officer
Dated: August 14, 2000
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