SCHIMATIC CASH TRANSACTIONS NETWORK COM INC
10QSB, 2000-11-20
BUSINESS SERVICES, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

                For the quarterly period ended September 30, 2000

                         Commission file number 0-30544

                  SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC
        (Exact name of small business issuer as specified in its charter)

         FLORIDA                                                      88-0415947
         (State of other jurisdiction                              (IRS Employer
         of incorporation or organization)                   Identification No.)

            205 West 700 South, Suite 200, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

                                 (801) 355-0066
                           (Issuer's telephone number)

 (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 past 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 [
]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                                                               OUTSTANDING AS OF
CLASS                                                          NOVEMBER 17, 2000
-----                                                         -----------------
Common
Par value $. 001 per share                                            69,017,720


Transitional Small Business Disclosure Format (check one)
YES___ NO _X_
          ---



<PAGE>




                  SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.

                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                                      INDEX

   PART 1- FINANCIAL INFORMATION
                                                                            Page

   Item 1.  Consolidated Financial Statements :

            Balance Sheet as of September 30, 2000                             3

            Statements of Operations  for the three months and nine months
            ended  September  30, 2000 and 1999 and from  February  26,
            1997 (inception) through September 30, 2000                        4


            Statements of Cash Flows for the nine months  ended  September
            30, 2000 and 1999 and from February 26, 1997
            (inception) through September 30, 2000                             5


            Notes to Financial Statements                                      6

   Item 2.  Management's Discussion and Analysis or Plan of Operation          7

  PART II- OTHER INFORMATION
  Item 1 - Legal Proceedings                                                   8
  Item 2.  Changes in Securities                                               8
  Item 3.  Defaults Upon Senior Securities                                    10
  Item 4.  Submission of Matters to a Vote of Securities Holders              10
  Item 5.  Other Information                                                  11
  Item 6.  Exhibits and Reports on Form 8-K                                   11




<PAGE>


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.


                  SCHIMATIC CASH TRANSACTIONS NETWORK.COM.INC.
                               D/B/A IC ONE, INC.
                        (A Development Stage Enterprise)

                           CONSOLIDATED BALANCE SHEET

                               September 30, 2000
                                  ( Unaudited)


                                     ASSETS

OTHER CURRENT ASSETS                                                $     6,955

PROPERTY AND EQUIPMENT, less accumulated
         depreciation and amortization of $226,989                      179,846

PATENTS, net of accumulated amortization of $9,444                       37,410

INVESTMENT IN REAL ESTATE JOINT VENTURE                                 400,000
                                                             -------------------
                                                                    $   624,211
                                                             ===================


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable                                                $ 1,725,944
    Accrued expenses and other liabilities                              669,450
    Notes payable                                                       125,000
    Loans payable - shareholders                                        262,325
                                                             -------------------
     TOTAL CURRENT LIABILITIES                                        2,782,719
                                                             -------------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
   Common stock -$.001 par value; 200,000,000 shares authorized;
         70,409,744   shares issued and outstanding.                     70,410
   Additional paid-in capital                                        14,888,548
   Deficit accumulated during the development stage                 (17,117,466)
                                                             -------------------
     TOTAL SHAREHOLDERS' DEFICIT                                     (2,158,508)
                                                             -------------------
                                                                    $   624,211
                                                             ===================




                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       3

<PAGE>


         SCHIMATIC CASH TRANSACTIONS NETWORK.COM.INC. D/B/A IC ONE, INC.
                       ( A Development Stage Enterprise )

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  ( Unaudited )

<TABLE>
<CAPTION>




                                                   THREE MONTHS ENDED          NINE MONTHS END                 INCEPTION
                                                      SEPTEMBER 30,             SEPTEMBER 30,              (FEBRUARY 26, 1997
                                            ---------------------------  -----------------------------       TO SEPTEMBER 30,
                                                2000          1999           2000           1999                  2000)
                                            ------------- -------------  -------------- -------------       ----------------
<S>                                        <C>            <C>            <C>             <C>                <C>

REVENUES:                                    $         -    $        -     $         -     $       -          $          -


COSTS AND EXPENSES:
    Research and development                   1,220,741       173,949       2,881,406       741,287             5,620,758
    Selling, general and administrative        1,300,263       202,074       2,971,301       771,544             7,737,223
     Interest expense                             35,150        (4,153)         65,575        51,230               343,889
     Depreciation and amortization                21,837       135,254          65,511       282,104               236,433
     Loss on settlement of vendor liability            -             -               -             -             1,533,333
                                            ------------- ------------- --------------- -------------     ----------------

        TOTAL COSTS AND EXPENSES               2,577,991       507,124       5,983,793     1,846,165            15,471,636
                                            ------------- ------------- --------------- -------------     ----------------


LOSS BEFORE EXTRAORDINARY ITEM                (2,577,991)     (507,124)     (5,983,793)   (1,846,165)          (15,471,636)


EXTRAORDINARY ITEM-LOSS ON
      EXTINGUISHMENT OF DEBT                           -             -               -             -              (300,000)
                                            ------------- ------------- --------------- -------------      ----------------


NET LOSS                                     $(2,577,991)   $ (507,124)    $(5,983,793)  $(1,846,165)          (15,771,636)
                                            ============= ============= =============== =============      ================


NET LOSS PER SHARE - BASIC AND DILUTED:

   LOSS BEFORE EXTRAORDINARY ITEM                $ (0.04)      $ (0.02)        $ (0.09)      $ (0.08)              $ (0.79)

   EXTRAORDINARY ITEM                                  -             -               -             -               $ (0.01)
                                            ------------- ------------- --------------- -------------      ----------------

   NET LOSS AFTER EXTRAORDINARY ITEM
      - BASIC AND DILUTED                        $ (0.04)      $ (0.02)        $ (0.09)      $ (0.08)              $ (0.80)
                                            ============= ============= =============== =============      ================

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                       70,182,969    28,211,927       67,490,430   24,532,110            19,708,064
                                            ============= ============= =============== =============      ================

</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       4
<PAGE>


         SCHIMATIC CASH TRANSACTIONS NETWORK.COM.INC. D/B/A IC ONE, INC.
                         A Development Stage Enterprise

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>




                                                                      NINE MONTHS ENDED                        INCEPTION
                                                                       SEPTEMBER 30,                      (FEBRUARY 26, 1997)
                                                           ---------------------------------------                 TO
                                                                 2000                  1999                 SEPTEMBER 30, 2000
                                                           ------------------    -----------------  ----------------------------
<S>                                                            <C>                 <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                     $(5,983,793)        $ (1,846,165)           $ (15,771,636)
    Adjustments to reconcile net loss w/net cash
      used in operating activities:
    Depreciation and amortization                                     65,511              282,104                  236,433
    Stock issued for services                                        477,161              333,827                  827,988
    Compensation from Stock Option Issuance                                             3,041,45-                3,041,456
    Loss on extinguishment of debt                                         -                    -                  300,000
    Loss on settlement of vendor liability                                 -                    -                1,533,333
    Changes in assets and liabilities:
      Increase in other assets                                        (6,955)              (2,387)                  (6,955)
      Increase(Decrease) in accounts payable
         and accrued expenses                                        312,301              (59,704)               2,393,823
                                                           ------------------    -----------------       ------------------
      NET CASH USED IN OPERATING ACTIVITIES                       (2,094,319)          (1,292,325)              (7,445,558)
                                                           ------------------    -----------------       ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property and equipment                            (63,359)             (47,466)                (405,998)
    Acquisition of patents                                                 -              (15,379)                 (46,854)
                                                           ------------------    -----------------       ------------------
                                                           ------------------    -----------------       ------------------
      NET CASH USED IN INVESTING ACTIVITIES                          (63,359)             (62,845)                (452,852)
                                                           ------------------    -----------------       ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes and loans                                         -               35,000                  715,325
    Cash Deficit                                                       1,571                  485                    1,571
    Repayments of notes                                              (78,000)                   -                 (328,000)
    Sales of common stock                                          2,228,105            1,288,848                7,509,514
                                                           ------------------    -----------------       ------------------
      NET CASH PROVIDED
          BY FINANCING ACTIVITIES                                  2,151,676            1,324,333                7,898,410
                                                           ------------------    -----------------       ------------------

NET DECREASE IN CASH                                             $    (6,002)           $ (30,837)           $           -
                                                           ==================    =================       ==================

CASH AT BEGINNING OF PERIOD                                            6,002               30,837                        -
                                                           ------------------    -----------------       ------------------

CASH AT END OF PERIOD                                            $         -         $          -            $           -
                                                           ==================    =================       ==================

</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       5
<PAGE>











         SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC. D/B/A IC ONE, INC

                        (A Development Stage Enterprise)

                                   (Unaudited)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  generally  accepted  accounting  principles for
         interim  financial  information  and 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  accruals)  considered  necessary  for  a  fair
         presentation have been included.  Operating results for the nine months
         ended September 30, 2000 are not necessarily  indicative of the results
         that may be expected for the full fiscal year ended  December 31, 2000.
         For  further  information,   refer  to  the  financial  statements  and
         footnotes  for  the  year  ended  December  31,  1999  included  in the
         Company's registration statement on Form 10-SB.

2.       Going Concern

         The accompanying  financial statements have been prepared assuming that
         the Company  will  continue as a going  concern.  The Company  incurred
         losses of $15,772, 000 since inception. Additionally, the Company had a
         deficiency  in  working  capital  and total  capital  of  $2,776,000and
         $2,159,000,  respectively,  at  September  30,  2000.  The  Company has
         experienced  cash  shortages  and  inability  to  pay  its  obligations
         currently.  Of the  $2,783,000  of current  liabilities,  approximately
         $2,611,000 is past due, including  $2,173,000 estimated to be more than
         90 days  past  due.  These  amounts  include  approximately  $1,100,000
         payable to IBM and $811,000  owed to  affiliates  who are  employees or
         directors of the Company.  Both IBM and the referred to affiliates have
         informally   agreed  to  deferred   payment  pending   availability  of
         sufficient cash. The Company is currently  having specific  discussions
         with  IBM  aimed  at  restructuring  its  liability.  These  conditions
         collectively  raise  substantial  doubt about the Company's  ability to
         continue as a going concern..

         Management's plans with respect to these matters include  restructuring
         debt and current  liabilities  through the  issuance of common stock or
         entering into  forbearance  agreements,  continuing to defer payment of
         amounts  due  to  affiliates  for  past  due  obligations  and  current
         compensation,  raising  additional  capital  through future issuance of
         stock and or debentures  and ultimately  developing a viable  business.
         The Company may find it  necessary  to  implement  severe cost  cutting
         measures.  It may also rely  increasingly  on strategic  alliances with
         others who will assume  responsibility  for financing specific required
         development tasks; thus, reducing the Company's financial  requirements
         for the  exploitation of its intellectual  properties.  The Company has
         been able to raise capital  through the issuance of its common stock to
         finance its costs of operations.  In the first nine months of 2000, the
         Company  raised  $2,228,000  of cash through such issuance and paid for
         services and debt reduction  totaling  $791,000 through the issuance of
         stock.

         The  accompanying  financial  statements do not include any adjustments
         that might be  necessary  should the Company be unable to continue as a
         going concern.

3.       Stockholders Equity and  Subsequent Event Related to  Issuance of Stock
         Options

         During the nine months ended  September  30, 2000,  the Company  issued
         5,252,469  shares of common stock.  Of these shares,  3,755,066  shares
         were issued for cash with proceeds of $2,228,  000, 639,754 shares were
         issued for services valued at $477,161, based on the approximate market

                                       6
<PAGE>

         value  of the  company's  common  stock at the  date of  issuance,  and
         857,649  shares were issued in repayment of debt  obligations  totaling
         $314,000.

         In June  2000,  the  Company  reinstated  12,317,258  shares of Company
         common  stock,  which  shares had been  cancelled  unilaterally  by the
         Company in the first quarter of 2000 in  connection  with the Company's
         assertion of claims against the owners of the shares.  Such shares have
         been  reinstated,  pending  the outcome of further  discussions  by the
         Company  with the  holders of such  shares.  The Company is seeking the
         return of a  substantial  portion of the shares as agreed to informally
         by the  shareholders  as part of the  acquisition  agreement of IC One,
         Inc. in  September  1999.  Based on  preliminary  discussions  with the
         largest  holder of the subject  shares,  the Company  anticipates  that
         7,800,000 shares may be returned and cancelled.

         In September the Company's board of directors ratified actions taken by
         officers  calling  for the  issuance  of stock  options  related to the
         Company's common stock pursuant to its Stock Option Plan. These actions
         caused a total of 7,098,333 shares of common stock options to be issued
         to  officers  and  directors  with  exercise  prices of $.48 per share.
         Vesting of the right to  exercise  such stock  options  will occur over
         periods until December 31, 2002. All of the stock options expire at the
         end of 10 years  from the date of grant.  Of these  options,  2,093,194
         vested  during the nine months ended  September  30, 2000.  The Company
         accounts for the costs of stock  options  issued to employees  based on
         APB 25.  Accordingly,  any "in the money"  value of the  options at the
         time of issuance is recorded as  compensation  expense  ("Stock  Option
         Expense")  at the time or  times  when the  associated  options  become
         vested to the employee.  For the nine months ended  September 30, 2000,
         the  Company  recorded  Stock  Option  Expense of  $3,041,458  from the
         partial  vesting of the previously  issued options with a corresponding
         entry to Other Paid in Capital.

         Subsequently,  in October and  November  2000,  the  Company  issued to
         employees an additional  5,700,000 of stock  options.  The total of all
         options  issued to  employees to date is  18,424,073.  The total of all
         Stock  Option  Expense  to  be  recorded  for  employee  stock  options
         currently issued is $10,071,000.

4.       Settlement of Claims.

         On April 13, 2000,  a judgement  against the Company was entered by the
         third  judicial  court of Salt  Lake  City  County,  State of Utah (the
         "Court").  The  judgement  related  to a  claim  for  enforcement  of a
         defaulted note agreement with the Canopy Group,  Inc. pursuant to which
         The Canopy Group lent to the Company $250,000 under an interest-bearing
         note. On May 31, 2000,  the Court entered a  Satisfaction  of judgement
         based on a  settlement  agreement  reached  between the Company and The
         Canopy Group.  The settlement  agreement  called for the Company to pay
         the full amount of  principal  and  interest  due under the note by the
         issuance  of its  common  stock.  Under the  settlement  agreement  the
         Company issued 857,649 shares of its common stock in full settlement of
         $314,417  owed  to the  Canopy  Group.  Also  in  connection  with  the
         settlement agreement,  The Canopy Group invested an additional $250,000
         in exchange  for 681,936  shares of the  Company's  common  stock.  The
         financial  statements  of the  Company  reflect  the full amount of the
         settlement and the new capital investment.

         In March 2000 the Company  entered into  agreements  with  attorneys to
         obtain certain legal services. These agreements required the Company to
         issue  certain  securities  and pay  specified  compensation  and other
         amounts.  Such attorneys left the Company in July 2000, and the Company
         took the position that no  securities  or additional  cash amounts were
         due the  attorneys.  On November 15, 2000,  the Company agreed to issue
         the  attorneys   500,000   shares  of  common  stock  as  part  of  the
         consideration of settling the claims of such attorneys

ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


                                       7
<PAGE>

The following  discussion and analysis  provides  information  which  management
believes  is  relevant  to an  assessment  and  understanding  of the  Company's
financial  condition.  This  discussion  should be read in conjunction  with the
financial Statements and notes thereto appearing elsewhere herein.

GENERAL.  Statements in this form 10QSB that are not Statements of historical or
current fact constitute  "forward-looking  statements" within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other unknown
factors  that could  cause the actual  results of the  company to be  materially
different  from the historical  results or from any future results  expressed or
implied by such  forward-looking  statements.  In  addition to  statements  that
explicitly describe such -risks and uncertainties, readers are urged to consider
statements labeled with The Terms "believes,"  "belief,"  "expects","  intends",
anticipates" or "plans" to be uncertain and forward-looking. The forward looking
statements  contained  herein  are also  subject  generally  to other  risks and
uncertainties  that are described from time to time in the Company's reports and
registration statements filed with the Securities and Exchange Commission.

The Company's financial condition and results of operations reflect that it is a
development-stage stage company, with no operating REVENUE TO DATE. ACCORDINGLY,
THE DISCUSSION BELOW FOLLOWS THE GUIDELINES OF REG. 228.303,  PART (A) REGARDING
PLAN OF OPERATION.

PLAN OF  OPERATION.  Details of the  Company's  Plan of Operation are more fully
described in its Form 10SB filed with the Commission. Without raising additional
funds  through debt and/or equity  investments,  SCTN will be unable to meet its
cash  requirements for the next twelve,  months.  The Company does not expect to
earn  significant  revenue before mid- 2001. The Company  estimates that it will
require as much a $10 million of additional  capital in order to meet  operating
cash needs,  including  research and  development  expenses and other  operating
expenses as  contemplated by its Plan of Operation.  The Company  estimates that
continuation  of operations at their  current  level,  without the expansion and
further development contemplated by the plan of operation and without satisfying
current  liabilities,  would  require  approximately  $3.0 million over the next
twelve  months.  See "Sources of Liquidity and new Capital" below and Note 2, of
Notes to Financial Statements for a discussion of sources of funds.

DEVELOPMENT  PROGRAM.  The Company believes its software and systems  technology
are  developed  to  the  point  where  they  are  readily  adaptable  to  market
applications.  Further  development,  with the exception of the  integration  of
loyalty with payments  processing,  has been held pending further  definition by
market  and  process  alliances.  The  Development  program as it  continues  is
anticipated  to be co-funded  by venture  partners  based on  carefully  defined
cost/revenue  sharing models. The Company is continuing its development program,
in particular for the  integration of loyalty with payments  processing.  Of the
$10 million of additional capital referred to above,  approximately $4.7 million
is  anticipated  to be  allocated  for  development.  To the  extent  that  such
development  can be  funded  in part  by  venture  or  alliance  partners,  this
development budget would be reduced.

Through September 30, 2000, the Company estimates that approximately $10 million
of its cumulative  expenditures  including  research and development and general
and  administrative  expenses,   inception  to  date,  have  been  expended  for
development of its patents and software intellectual property.

The Company  expects to add up to twenty new  employees in the year 2000 to meet
its business and software  development  needs.  The Company's  ability to obtain
such people  depends on its  ability to obtain  necessary  capital.  The Company
expects to purchase or sell no material  plant or equipment  in the  foreseeable
future.

LIQUIDITY AND NEW CAPITAL. Internal sources of liquidity would include cash flow
resulting from business developed through current or future marketing agreements
and through the licensing of the Company's  Patents.  The Company cannot predict
the date at which such business  revenues will commence or be sufficient to meet
its working  capital needs.  The Company expects to raise funds through the sale
of additional  securities in order to meet such needs and the expansion  program
described in the previous paragraph. There is no assurance that the Company will
be able to complete such sales of securities.


                                       8
<PAGE>

The  Company  has to date  financed  its  operations  through  the  issuance  of
additional common stock;  however the Company has experienced cash shortages and
inability  to pay  its  obligations  currently.  Of the  $2,783,000  of  current
liabilities,   approximately   $2,611,000  is  past  due,  including  $2,173,000
estimated to be more than 90 days past due. These amounts include  approximately
$1,100,000  payable to IBM and $811,000 owed to affiliates  who are employees or
directors  of the  Company.  Both  IBM  and  the  referred  to  affiliates  have
informally  agreed to deferred payment pending  availability of sufficient cash.
The  Company  is  currently  having  specific  discussions  with  IBM  aimed  at
restructuring its liability.  See Note 2 of Notes to Financial  Statements for a
discussion of going concern accounting.

Management's plans with respect to these matters include  restructuring debt and
current  liabilities  through  the  issuance of common  stock or  entering  into
forbearance agreements, continuing to defer payment of amounts due to affiliates
for past due obligations and current  compensation,  raising  additional capital
through future  issuance of stock and or debentures and ultimately  developing a
viable  business.  The Company may find it necessary  to  implement  severe cost
cutting  measures.  It may also rely  increasingly  on strategic  alliances with
others  who  will  assume   responsibility   for  financing   specific  required
development tasks; thus, reducing the Company's  financial  requirements for the
exploitation of its intellectual properties

The Company has been able to raise  capital  through the  issuance of its common
stock through private  placements  with qualified and accredited  investors with
proceeds  used to finance  its costs of  operations.  During  the  period  since
December  31,  1999 and  until  September  30,  2000,  the  Company  has  raised
$3,020,000 of funds from such issuance.

POSSIBLE   UNCERTAINTIES   REGARDING  SECURITIES  SALES.  The  Company  and  its
subsidiary and predecessors  have sold securities in reliance on exemptions from
registration  under the Securities Act and applicable state securities laws. The
Company  believes that it and its subsidiary and  predecessors  have  materially
complied with the  requirements  of the applicable  exemptions.  However,  since
compliance with these  exemptions is highly  technical,  it is possible that the
Company  and its  subsidiary  and  predecessors  could  be  faced  with  certain
contingencies based on civil liabilities  resulting from the failure to meet the
terms and  conditions of such  exemptions,  which could have a material  adverse
impact on the Company's financial condition..

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

In March 2000 the Company  entered  into  agreements  with  attorneys  to obtain
certain legal services.  These agreements  required the Company to issue certain
securities and pay specified compensation and other amounts. Such attorneys left
the Company in July 2000,  and the Company took the position  that no securities
or additional  cash amounts were due the  attorneys.  On November 15, 2000,  the
Company agreed to issue the attorneys  500,000 shares of common stock as part of
the consideration of settling the claims of such attorneys.

The Company is not a party to any other pending material legal  proceedings and,
to the best of its knowledge,  no such material proceedings have been threatened
against it.  However  from time to time the  Company has been sued by  creditors
others regarding amounts owed by the Company.  Currently the Company is aware of
one such lawsuit,  which is still pending with alleged claims less than $30,000.
In these  cases,  the Company has sought or would seek to negotiate a settlement
or forbearance agreement.

Item 2. CHANGES IN SECURITIES

SHARES ISSUED AND OUTSTANDING.  During the nine months ended September 30, 2000,
the Company issued 5,252,469 shares of common stock. Of these shares,  3,755,066
shares were issued for cash with  proceeds of  $2,229,000,  639,754  shares were
issued for  services  valued at  $477,161  and  857,649  shares  were  issued in

                                       9
<PAGE>

repayment of debt obligations  totaling $314,000.  The Company believes that all
of these  securities  were issued as private  placements in a manner exempt from
registration requirements of the Securities and Exchange Act of 1933 (the "Act")
based  on  Regulation  4(2)  of the Act and  that to the  best of the  Company's
ability to determine all new investors  are  Accredited  Investors as defined in
the Act.

STOCK OPTIONS.  In September the Company's board of directors  ratified  actions
taken by officers  calling  for the  issuance  of stock  options  related to the
Company's common stock pursuant to its Stock Option Plan. These actions caused a
total of 7,098,333  shares of common stock  options to be issued to officers and
directors with an average exercise price of $.48 per share. Vesting of the right
to exercise such stock options will occur over periods until  December 31, 2002.
Of these options,  2,373,236 vested prior to September 30, 2000. Of the 7,098,33
share options, the Company believes that 1,490,000 were exempt from registration
under the Act based on Rule 701 and Regulation  4(2). The Company  believes that
all other stock  options were issued as private  placements  in a manner  exempt
from  registration  requirements of the Securities and Exchange Act of 1933 (the
"Act") based on Regulation 4(2) of the Act and that to the best of the Company's
ability to determine all option holders are  Accredited  Investors as defined in
the Act.

Subsequently,  in October and November  2000, the Company issued to employees an
additional  5,700,000  of stock  options.  The  total of all  options  issued to
employees to date is 18,424,073.  The details, including the basis for exemption
from  registration  pursuant to the Act, of the stock options issued in the year
2000 are set forth in the following table.

                           EFFECTIVE      SHARES     EXERCISE    EXEMPTION

Options Issued To:           Date        Optioned     Price         (1)
-----------------------   ------------ ------------ ---------- --------------
OFFICERS AND DIRECTORSGROUPED BY EFFECTIVE DATE:

                            1/13/00        900,000    $ 0.48      701 or04(2)
                            3/1/00       2,250,000    $ 0.48            04(2)
                            4/4/00         500,000    $ 0.48      701 or 4(2)
                            5/1/00       1,500,000    $ 0.48            04(2)
                            9/7/00       1,020,000    $ 0.48            04(2)
                           10/12/00        700,000    $ 0.36            04(2)
                           10/12/00        500,000     (2)               4(2)
                           11/15/00      3,000,000    $ 0.48            04(2)
                           11/15/00      1,500,000     (2)               4(2)

OTHER EMPLOYEES GROUPED BY EFFECTIVE DATE:

                            9/6/00         250,000    $ 0.48            04(2)
                            3/9/00          24,000    $ 0.80             4(2)
                            5/24/00        104,333    $ 0.48      701 or04(2)
                            1/13/00        550,000    $ 0.48      701 or04(2)
                                       ------------
    TOTAL OPTIONS GRANTED               12,798,333
                                       ============


NOTES:

(1)  The   information   provided   indicates  the  basis  for  exemption   from
     registration. 701 refers to Rule 701 of the Act, and 4(2) refers to private
     placements pursuant to Rule 4(2) of the Act.

(2)  The noted  options will have an exercise  price  determined by the Board of
     Directors in connection with specific performance criteria.

Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
Item 5. OTHER INFORMATION
Not Applicable.


                                       10
<PAGE>

Item 6. EXHMITS AND REPORTS ON FORM 8-K
         (a)      Exhibits
         27.      Financial Data Schedule

Reports on Form 8-K. No reports on Form 8-K were filed during the quarter  ended
September 30, 2000.

                                   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.

                      SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC (Registrant)

                      /S/   JAMES WILLIAMS
                      -------------------------------
                      James Williams, President / CEO.

                      /S/ JOE COYKENDALL
                      --------------------------------
                      Joe Coykendall, Sr. Vice President/Chief Financial Officer





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