<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
Quarterly Report under Section 13 or 15 (d) of
The Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2000
Transition Report under Section 13 or 15 (d) of
The Exchange Act For the Transition Period from
__________________________ to_____________________
Commission File Number
Q COMM International, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Utah 0-28885 88-4058493
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(State or other jurisdiction Commission File (IRS Employer
of incorporation) No. Identification No.)
1145 South West 1680, Orem, Utah 84058-4930
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (801) 226-4222
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or 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 [ ]
At November 13, 2000, there were issued and outstanding 9,916,738 shares
of Common Stock.
Transitional Small Business Format (check one) :
Yes [ ] No [X ] Item 4.
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<TABLE>
<CAPTION>
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
TABLE OF CONTENTS
<S> <C>
PART I - Financial Information................................................1
Item 1. Financial Statements...........................................1
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS.....................................12
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PART II OTHER INFORMATION.............................................18
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Item. 1 Legal Proceedings............................................18
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Item 2 Changes in Securities...........................................19
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Item 3. Defaults on Senior Securities.................................20
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Item 4. Submission of Matters to a Vote of Shareholders...............21
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Item 5. Other Information.............................................22
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Item 6. Exhibits and Reports on Form 8-K..............................23
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Signatures...................................................................24
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</TABLE>
<PAGE> 3
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<PAGE> 4
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
CONTENTS
PAGE
----
<S> <C> <C>
-- Unaudited Condensed Consolidated Balance Sheets,
September 30, 2000 and December 31, 1999 2
-- Unaudited Condensed Consolidated Statements of
Operations, for the three and nine months ended
September 30, 2000 and 1999 3
-- Unaudited Condensed Consolidated Statements of Cash
Flows, for the nine months ended September 30, 2000
and 1999 4 - 5
-- Notes to Unaudited Condensed Consolidated
Financial Statements 6 - 11
</TABLE>
<PAGE> 5
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
[Unaudited]
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash in bank $ 129,155 $ 42,488
Accounts receivable 96,402 92,673
------------ -----------
Total Current Assets 225,557 135,161
------------ -----------
PROPERTY & EQUIPMENT, NET 198,921 58,648
------------ -----------
OTHER ASSETS:
Goodwill, net 156,057 -
Certificate of deposit 100,000 -
Related party receivable 5,451 5,000
Deferred stock offering costs - 64,375
Deposits 2,738 5,738
------------ -----------
Total Other Assets 264,246 75,113
------------ -----------
$ 688,724 $ 268,922
============ ===========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
<S> <C> <C>
Line of Credit $ 33,762 $ 201,872
Accounts payable 250,338 377,756
Accounts payable - related party 15,892 9,448
Accrued expenses 378,843 326,279
Advances from investors 292,000 -
Lease payable - related party 81,656 62,712
Notes payable - related party 120,028 113,093
Notes payable - 30,827
------------ -----------
Total Current Liabilities 1,172,519 1,121,987
CONVERTIBLE DEBENTURE 50,000 650,000
------------ -----------
Total Liabilities 1,222,519 1,771,987
------------ -----------
STOCKHOLDERS' (DEFICIT):
Preferred stock, $.001 par value, 1,000,000
shares authorized, no shares issued and
outstanding - -
Common stock, $.001 par value, 50,000,000
shares authorized, 8,709,514 and 6,629,675
shares issued and outstanding, respectively 8,710 6,630
Capital in excess of par value 2,895,478 1,190,144
Accumulated deficit (3,437,903) (2,699,839)
------------ -----------
Total Stockholders' (Deficit) (534,447) (1,503,065)
------------ -----------
$ 688,724 $ 268,922
============= =============
</TABLE>
Note: The balance sheet at December 31, 1999 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
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<PAGE> 6
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
-------------------------------- ----------------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES $ 458,352 $ 259,258 $ 908,323 $1,233,072
COST OF GOOD SOLD 408,324 353,178 737,477 863,932
--------- --------- --------- ---------
Gross Profit 50,028 93,920 170,876 369,140
--------- --------- --------- ---------
EXPENSES:
General and administrative 295,909 278,974 896,134 793,226
Selling expenses 15,496 611 77,923 22,718
--------- --------- --------- ---------
Total Expenses (311,407) 279,585 974,057 815,944
--------- --------- --------- ---------
LOSS FROM OPERATIONS (261,378) (373,505) (803,181) (446,803)
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income 1,352 3,196 1,352 5,208
Interest expense (16,694) 10,579 (43,204) (19,563)
--------- --------- --------- ---------
Total Other Income (Expense) (15,342) 13,775 (41,852) (14,355)
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES (276,720) (359,730) (845,033) (461,158)
CURRENT TAX EXPENSE - - - -
DEFERRED TAX EXPENSE - - - -
--------- --------- --------- ---------
LOSS FROM OPERATIONS (276,720) (359,730) (845,033) (461,158)
EXTRAORDINARY ITEM, GAIN ON
EXTINQUISHMENT OF DEBT 12,799 99,368 106,889 129,036
--------- --------- --------- ---------
NET LOSS $ (263,921) $ (260,362) $ (738,144) $ (332,122)
--------- --------- --------- ---------
LOSS PER COMMON SHARE $ (.03) $ (.04) $ (.09) $ (.06)
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
-3-
<PAGE> 7
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[Unaudited]
<TABLE>
<CAPTION>
For the Nine
Months Ended
September 30,
---------------------------------
2000 1999
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (738,144) $ (332,122)
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Depreciation and amortization expense 43,350 -
Non cash expense - -
Gain on extingishment of debt (106,889) (129,036)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 998 19,610
Decrease in other receivables (5,178) (54,739)
(Decrease) in accounts payable (89,665) (125,208)
Increase in accounts payable - related party 32,322 (7,576)
Increase (decrease) in accrued expenses 113,352 62,588
--------- ---------
Net Cash (Used) by Operating Activities (747,854) (566,483)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment (167,119) (13,605)
Decrease in notes receivable - -
Decrease in other assets 3,000 1,009
(Increase) in certificate of deposit (100,000) -
--------- ---------
Net Cash Provided (Used) by Investing Activities (264,119) (12,596)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 885,000 108,223
Net increase (decrease) in lines of credit (97,533) (3,430)
Increase in advances from investors 292,000 -
Proceed from convertible debenture 50,000 629,391
Payments on notes payable - related party - -
Payments on notes payable (30,827) -
--------- ---------
Net Cash Provided by Financing Activities 1,098,640 734,184
--------- ---------
NET INCREASE IN CASH 86,667 155,105
CASH AT BEGINNING OF PERIOD 42,488 1,019
--------- ---------
CASH AT END OF PERIOD $ 129,155 $ 156,124
--------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest $ - $ -
Income taxes $ - $ -
</TABLE>
[Continued]
-4-
<PAGE> 8
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[Unaudited]
[Continued]
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
For the nine months ended September 30, 2000:
During March 2000, the Company recorded $174,561 of Goodwill relating
to the Company's acquisition of Azore Acquisition, Inc. [See Notes 3
and 7].
During February 2000, the Company converted $500,000 of convertible
debentures to 683,523 shares of common stock.
During May 2000, the Company converted $150,000 of convertible
debentures to 212,532 shares of common stock.
For the nine months ended September 30, 1999:
During January 1999, the Company issued 12,000 shares of previously
authorized but unissued common stock for services rendered valued at
$9,000(or $.75 per share).
During March 1999, the Company issued 13,333 shares of previously
authorized but unissued common stock for services rendered valued at
$10,000(or $.75 per share).
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
-5-
<PAGE> 9
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Q Comm International, Inc. ("Q Comm" or the "Company") was
organized on February 7, 1986 as Four Rivers Development, Inc. This name
was changed on August 3, 1998 to Q Comm International Inc. in conjunction
with the purchase of three operating companies. On March 20, 2000 the
Company acquired 100% of Azore Acquisition, Inc. through the issuance of
stock (See Note 3.). The Company is headquartered in Orem, Utah but
provides telecommunication services to end users throughout the United
States. The Company has, at the present time, not paid any dividends and
any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
CONDENSED FINANCIAL STATEMENTS - The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results
of operations and cash flows at September 30, 2000 and for all the periods
presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's December
31, 1999 audited financial statements. The results of operations for the
periods ended September 30, 2000 and 1999 are not necessarily indicative
of the operating results for the full year
REVENUE RECOGNITION - Revenue is recognized as services are performed.
AMORTIZATION - Amortization of Goodwill is provided on the straight-line
method over five years (See Note 3).
EARNINGS PER SHARE - The Company computes earnings per share in
accordance with Statement of Financial Accounting Standards (SFAS) No.
128 "Earnings Per Share," which requires the Company to present basic
earnings per share and dilutive earning per share when the effect is
dilutive. [See Note 10]
CASH AND CASH EQUIVALENTS - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
ADVERTISING COSTS - Advertising and marketing costs are expensed as
incurred. Advertising and market costs amounted to $17,352 and $45,829 for
the periods ended September 30, 2000 and 1999, respectively.
CONSOLIDATION - The consolidated financial statements include the accounts
of the Company and it's wholly-owned subsidiary Q Comm, Inc. All
significant inter-company accounts and transactions have been eliminated
in consolidation.
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<PAGE> 10
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]
ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimated by management.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
Expenditures for major renewals and betterments that extend the useful
lives of property and equipment are capitalized upon being placed in
service. Expenditures for maintenance and repairs are charged to expense
as incurred. Depreciation is computed for financial statement purposes on
a straight-line method over the estimated useful lives of the assets.
NOTE 2 - RECAPITALIZATION
On August 3, 1998 the Company changed its name from Four Rivers
Development, Inc. to Q Comm International, Inc. The Company also effected
a 1 for 20 reverse stock split of its common stock, thereby reducing its
shares outstanding from 10,987,724 to 549,387 shares. Also on August 3,
1998, the Company acquired the following three companies: Teleconnect,
Inc. (TCI), a Utah corporation, was acquired through the issuance of
3,385,481 shares of the Company's common stock to the shareholders of TCI
in exchange for all of the outstanding common stock of TCI; TCI was
originally formed on January 28, 1993. Teleshare 900, Inc. (T900), a Utah
corporation, was acquired through the issuance of 994,037 shares of the
Company's common stock to the shareholders of T900 in exchange for all of
the outstanding common stock of T900; T900 was originally formed on
January 28, 1993. Q Comm International, Inc. (QCI), a Nevada corporation,
was acquired through the issuance of 566,154 shares of the company's
common stock to the shareholders of QCI for all outstanding stock of QCI;
QCI was originally formed on December 5, 1997.
The three acquired companies were merged to form QCMERCO, Inc., which was
subsequently renamed Q Comm, Inc., a wholly owned subsidiary of Q Comm
International, Inc. The combination of Q Comm International, Inc. was
recorded as a recapitalization.
After the acquisitions there were 5,494,059 shares of common stock
outstanding with approximately 10 percent of those shares being held by
former stockholders of the Company.
NOTE 3 - ACQUISITION
On March 20, 2000, the Company acquired 100% of Azore Acquisition, Inc.
(Azore) through the issuance of 100,000 shares of restricted common stock,
valued at $1.76 per share, in exchange for all of the issued and
outstanding common stock of Azore. Azore, a Nevada Corporation, was
originally formed on December 13, 1999. The acquisition has been accounted
for as a purchase and the excess of the purchase price over the fair
market value of the assets on the date of acquisition has been recorded as
goodwill, and is being amortized over 5 years. Amortization expense for
the periods ended September 30, 2000 and 1999 was $18,504 and $0,
respectively. Azore was afterwards merged into the Company and dissolved.
Azore had no operations at the time of the merger.
-7-
<PAGE> 11
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - PROPERTY & EQUIPMENT
The following is a summary of property and equipment, less accumulated
depreciation, for the periods presented:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
--------------- --------------
<S> <C> <C>
Equipment $ 231,613 $ 64,494
Less: Accumulated Deprecation (32,692) (5,846)
--------------- --------------
$ 198,921 $ 58,648
=============== ==============
</TABLE>
Depreciation expense for the three months ended September 30, 2000 and
1999 was $26,846 and $0, respectively.
NOTE 5 - LINES OF CREDIT
The Company has a line of credit with a bank, secured by equipment and a
personal guarantee from an officer of the Company. The draw on the line
was $33,762 at September 30, 2000. The interest rate is prime plus 2
percent, plus an additional 5 percent default rate due to noncompliance
with the line of credit covenants (percent at September 30, 2000) with
interest payments due monthly, and the principal due on demand. The lines
of credit agreements contain various restrictive covenants. At various
times during the period ended September 30, 2000, the Company was not in
compliance with certain covenants and as a result, the bank has imposed a
default interest rate on the lines of credit. During the nine months ended
September 30, 2000 the Company settled the line of credit with a balance
of $172,577 for approximately $102,000.
During the nine months ended September 30, 2000, the Company obtained a
$50,000 line of credit secured by a $50,000 certificate of deposit. The
interest rate on the line of credit as of September 30, 2000 was 9.5%. As
of September 30, 2000 there was $0 outstanding on the line of credit.
NOTE 6 - LONG-TERM OBLIGATION
During 1999, the Company settled with a prior landlord certain disputed
charges relating to a building lease during the year ended December 31,
1998. As a result of the settlement, the Company recorded a note payable
to the landlord which had a balance of $0 as of September 30, 2000 and
$30,827 as of December 31, 1999. Payments on the note commenced in
October, 1999 with a payment of $5,685 and additional monthly payments of
$3,083, expiring in November 2000. The note requires no interest payments
as long as the Company remains current on the principal payments.
NOTE 7 - CAPITAL STOCK AND WARRANTS
COMMON STOCK - On September 30, 2000, the Company issued 300,000 shares of
common stock for cash at $.70 per share for a total proceed of $210,000.
On August 4, 2000, the Company issued 162,162 shares of common stock for
cash at $.925 per share for a total proceed of $150,000.
On July 12, 2000, the Company issued 27,027 shares of common stock for
cash at $.925 per share for a total proceed of $25,000.
-8-
<PAGE> 12
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - CAPITAL STOCK AND WARRANTS [CONTINUED]
During May 2000, the Company converted 150,000 convertible debentures to
212,532 shares of common stock.
On April 11, 2000, the Company issued 594,594 shares of common stock for
cash at $.925 per share for a total proceed of $550,000.
On March 20, 2000, the Company acquired 100% of Azore Acquisition, Inc.
(Azore) through the issuance of 100,000 shares of restricted common stock
in exchange for all of the issued and outstanding common stock of Azore
[See Note 3]
In February 2000, the Company converted $500,000 convertible debentures to
683,523 shares of common stock.
During January 1999, the Company issued 12,000 shares of previously
authorized by unissued common stock for services rendered valued at
$9,000(or $.75 per share).
During February 1999, the Company issued 45,631 shares of previously
authorized but unissued common stock for cash of $34,223(or $.75 per
share).
During March 1999, the Company issued 13,333 shares of previously
authorized but unissued common stock for services rendered valued at
$10,000(or $.75 per share).
WARRANTS - The Company's board of directors has the authority to grant
stock warrants to employees, officers and certain non-employees. These
warrants are considered nonqualified for income tax purposes. As of
September 30, 2000, the Company has granted warrants to purchase 49,445
shares of the Company's common stock at $1.00 per share. The warrants vest
immediately upon grant and have a weighted-average remaining contractual
life of 4.0 years.
NOTE 8 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. The Company has available at
September 30, 2000, an operating loss carryforward of approximately
$3,400,000 which may be applied against future taxable income and which
expires in various year through 2020.
The amount of and ultimate realization of the benefits from the operating
loss carryforward for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforward the
Company has established a valuation allowance equal to the amount of the
loss carryforward and, therefore, no deferred tax asset has been
recognized for the loss carryforward. The net deferred tax asset is
approximately $1,156,000 as of September 30, 2000, with an offsetting
valuation allowance at September 30, 2000 of the same amount. The change
in the valuation allowance for the period ended September 30, 2000 is
approximately $239,000.
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<PAGE> 13
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - CONVERTIBLE DEBENTURE
The following is a summary of convertible debentures as of September 30,
2000 and December 31, 1999:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
--------------- --------------
<S> <C> <C>
2% unsecured note payable to a shareholder
Due May 15, 2004 convertible at 65% of Market $ - $ 650,000
12.5% unsecured note payable to a shareholder
Due July 6, 2001 convertible at $.92 per share $ 50,000 $
</TABLE>
During the year ended December 31, 1999, the Company recorded $227,500 for
the beneficial conversion feature, which amount was charged to interest
expense.
In February 2000, the Company converted $500,000 of convertible debentures
to 683,523 shares of common stock.
In May 2000, the Company converted $150,000 of convertible debentures to
212,532 shares of common stock.
NOTE 10 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing loss per share and
the weighted average number of shares of common stock outstanding for the
periods presented:
<TABLE>
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Earnings (loss) from continuing operations
available to common shareholders
(numerator) $ (263,921) $ (260,362) $ (738,144) $ (332,122)
----------- ----------- ----------- -----------
Weighted average number of common
shares outstanding during the period
used in loss per share (denominator) 8,344,297 6,101,933 7,792,446 5,945,241
----------- ----------- ----------- -----------
</TABLE>
At September 30, 2000, the Company had warrants outstanding to purchase
49,445 shares of common stock, which were not used in the loss per share
computation because their effect would be anti-dilutive.
NOTE 11 - RELATED PARTY TRANSACTIONS
Related party payables consisted of $111,901 to the Company's CEO and
$105,675 to entities owned by the Company's CEO.
-10-
<PAGE> 14
Q COMM INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company at
September 30, 2000 has current liabilities in excess of current assets of
$946,962 and has incurred significant losses in recent years resulting in
an accumulated deficit of $3,437,903. These factors raise substantial
doubt about the ability of the Company to continue as a going concern. In
this regard, management is proposing to raise any necessary additional
funds not provided by operations through loans and/or through additional
sales of its common stock. The Company is also proposing to refinance
certain current liabilities. There is no assurance that the Company will
be successful in raising this additional capital or in achieving
profitable operations. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
-11-
<PAGE> 15
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The following is a discussion of certain factors affecting Q Comm's
results of operations, liquidity and capital resources. You should read the
following discussion and analysis in conjunction with the Company's consolidated
financial statements and related notes that are included herein.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
The statements contained in the section captioned Management's Discussion
and Analysis of Financial Condition and Results of Operations which are
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
uncertainty as to the Company's future profitability; the uncertainty as to the
demand for prepaid telephone services; increasing competition in the
telecommunications market; the Company's ability to hire, train and retain
sufficient qualified personnel; the Company's ability to obtain financing on
acceptable terms to finance its growth strategy; and the Company's ability to
develop and implement operational and financial systems to manage its growth.
OVERVIEW
Q Comm International, Inc. ("Q Comm" or the "Company"), a Utah
corporation, is a growing national telecommunications service provider
specializing in the sale and distribution of various prepaid telecommunications
products including prepaid calling cards, prepaid wireless service and prepaid
home dialtone phone services throughout the United States. The Company dispenses
its products through Qxpress(TM), a total management system that allows
retailers to (i) instantly provide any prepaid telecommunications service at the
point of purchase on demand and thus minimize shelf space requirements; (ii)
print flexible sales reports, and (iii) eliminate expensive inventory, and
prevent theft and fraud. The Company's securities are quoted on the
Over-the-Counter Bulletin Board ("OTCBB") under the symbol QCCM.
The Company's revenues originate from the sale of prepaid calling cards.
wireless services and prepaid home dialtone services and from service fees
associated with the Qxpress(TM) point of sale activation system ("Qxpress(TM)
System"), which fees are charged when weekly sales quotas have not reached the
minimum amount set by Q Comm. Other revenues include renewal fees of master
agent resellers and miscellaneous income. While Q Comm offers several prepaid
telecommunication products, the Company believes that its future business will
be primarily in the prepaid wireless market.
During the past year and in response to changes in the prepaid
12
<PAGE> 16
telecommunications marketplace, Q Comm has focused its resources on changing its
strategic direction to a business-to-business prepaid telecommunications
business, while completely eliminating any marketing efforts to recruit master
agents. Under the master agent reseller program, the resellers paid the
licensing fees for the rights to resell Q Comm's phone card products and for the
Company's support in its resale efforts. The Company determined that the master
agent reseller program, consisting mostly of small office/home office ("SOHO")
type resellers, was not producing reliable revenue streams nor did it
effectively serve retail distribution channels where market growth was expanding
rapidly. In order to take advantage of the current and projected growth of
retail distribution and to achieve predictable revenues, the Company changed its
distribution methodology from a business to consumer model in which sales were
executed by small master agent resellers who sold directly to consumers to a
business to business model wherein large independent telecommunications brokers
and wholesale food distributors marketed the Company's products to a variety of
retailers with whom they had pre-existing relationships. With its new business
to business model in place, Q Comm uses its own sales force to recruit, train
and support the independent telecommunications brokers and wholesale food
distributors that market Q Comm's products.
The Company's objective is to be one of the leading prepaid
telecommunications companies in the United States. To achieve this, it will be
necessary for Q Comm to expand the size of its revenues through direct as well
as third-party sales, to acquire small regional companies, and to continue to
generate revenue through multiple revenue streams. The Company also needs to
capitalize on its early marketing success by continuing to expand the current
distribution channels and to maintain its focus on emerging technology while
continuing to retain its high level of expertise in this industry. The Company
intends to introduce many more innovative product solutions to the prepaid
telecommunication market by exploiting leading technologies and creating
leading-edge, customized solutions for emerging customer segments.
International opportunities are also emerging for the Company in the
telecommunications industry. Overseas deregulation of telecommunications
provides Q Comm with an unprecedented opportunity to develop joint ventures for
the marketing of prepaid telecommunications systems.
The key to the Company's future success lies in its ability to continue
to provide premier prepaid telecommunications products, enhance its
point-of-sale activation system (Qxpress(TM)) and execute its strategy of
acquisition and broker/wholesaler network expansion. The Company expects that
total retail locations used for distribution of its products will reach 7,800 by
the end of the year 2001.
RESULTS OF OPERATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2000 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999.
REVENUES
Q Comm generates and recognizes revenues under the category entitled
"telecommunications" which includes prepaid wireless services, prepaid calling
cards, prepaid home dialtone services, renewal fees of those master sales agents
who have maintained their licensing agreements with the Company under the
Qxpress(TM) system, and other sales and miscellaneous income.
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During the nine months ending September 30, 2000, Q Comm's net sales were
$908,323 as compared to $1,233,072 during the same period in 1999. The decrease
during the period was primarily attributable to the Company's aggressive change
in the manner in which it distributes its products. In response to distribution
trends in the prepaid marketplace, namely the rapid increase in retail
distribution, Q Comm determined that the master agent reseller program,
consisting mostly of small office/home office (SOHO) type resellers, was not
producing reliable revenue streams nor did it effectively serve retail
distribution channels where market growth was expanding rapidly. In order to
take advantage of the current and projected growth in retail distribution and to
achieve predictable revenues, the Company changed its distribution methodology
from a business to consumer model, in which sales were effected by small master
agent resellers selling directly to consumers, to a business to business model,
in which large independent telecommunications brokers and wholesale food
distributors marketed Q Comm's products to a large number of retailers with whom
they had pre-existing relationships. The Company believes that targeting retail
environments through large business-to-business oriented independent
telecommunications brokers and food wholesalers will ultimately result in
significantly higher and more stable net sales and overall profitability.
During the three months ending September 30, 2000, Q Comm's net sales
increased 76.8% to $458,852 from $259,258 for the comparable period in 1999. The
Company attributes this increase to the change in the manner in which the
Company's products are marketed with greater reach through the use of a large
wholesale and distribution network implementation.
COST OF GOODS SOLD
The Company's Cost of Goods Sold decreased to $737,477 from $863,932 or
14.6% for the nine months ended September 30, 2000 as compared with the nine
months ended September 30, 1999. The reduction in the cost of goods sold during
this period is associated with the discontinuation of marketing the master agent
reseller program as the Company responds to changes in the marketplace and
continues to implement its national business-to-business distribution strategy.
The Company's Cost of Goods Sold increased to $408,324 from $353,178 or
approximately 35.5% for the three months ended September 30, 2000 as compared to
the three months ended September 30, 1999. This increase is commensurate with
the Company's increase in net sales during the period.
GENERAL AND ADMINISTRATIVE EXPENSES
Although the Company experienced a reduction in revenue of 26.3%, sales
are now starting to increase as the Company's new sales and distribution
methodology strategy is being implemented. General and Administrative Expenses
increased from $896,134 from $793,226 an increase of approximately 4.1%. In
general, this increase primarily was the direct result of the Company having put
in place a new management team whose mission it was to develop and implement a
new distribution network.
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The Company's General and Administrative Expenses were $295,909 for the
three month period ended September 30, 2000 as compared to $278,074 during the
comparable period in 1999, an increase of approximately 6%. This $17,835
increase in general and administrative expense is primarily the result of the
Company's new marketing strategy and business plan.
SELLING EXPENSES
For the nine months ended September 30, 2000 as compared with September
30, 1999, Selling Expenses increased approximately 243% to $77,923 from $22,718.
The increase in selling expenses was due to the Company's continued development
and implementation of various new products, the development and printing of
point-of-sale materials, and the sales efforts associated with building a new
independent telecommunications and food wholesaler network for the selling and
distribution of the Company's products.
For the three months ended September 30, 2000 as compared with the three
months ended September 30, 1999, Selling Expenses increased $14,493 from $611.
This increase was due to the Company's new product development, the continued
development of the point-of-sale System (Qxpress(TM)) and the marketing efforts
associated with developing a new distribution methodology.
INCOME (LOSS) FROM OPERATIONS
The Company had a loss from operations of ($803,181) for the nine months
ended September 30, 2000 as compared with loss of ($446,803) for the nine months
ended September 30, 1999. This loss was primarily attributable to the Company's
change in strategic direction and the costs associated with this change in
strategy. The Company expects its investment in an expanded distribution network
to result in significantly higher revenues in the future.
The Company had a loss from operations of ($261,378) for the three months
ended September 30, 2000 as compared with a loss of ($373,505) for the three
months ended September 30,1999. This loss was primarily attributable to the
Company's previously noted change in strategic direction and the costs
associated with the Company's change from a business to consumer model to a
national business-to-business distribution model.
TOTAL OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEMS
The Company experienced a gain on extinguishment of debt of $106,889 for
the nine months ended September 30, 2000 as compared with $129,036 for the nine
months ended September 30, 1999. Interest expense for the nine months ended
September 30, 2000 was $43,204 as compared with $19,563 during the comparable
period of 1999. When the interest expense is combined with the gain on
extinguishment of debt for the first nine months the combined total was $63,685
for the period ended September 30, 2000 as compared with $109,473 for the nine
months ended September 30, 1999. This reflects a decrease of approximately
41.8%. This decrease was attributable primarily to the decrease in the
extinguishment of debt category.
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Likewise the Company experienced a gain on extinguishment of debt of
$12,799 for the three months ended September 30, 2000 as compared with $99,368
for the three months ended September 30, 1999. When the interest expense is
combined with the gain and Extraordinary Items on extinguishment of debt for the
three months, the total other income expense was ($3,895) for the period ended
September 30, 2000 as compared with $131,143 for the three months ended
September 30, 1999. This reflects a decrease of more than 100%.
NET INCOME (LOSS) BEFORE INCOME TAXES
For the nine months ended September 30, 2000 the Company had a Loss
Before Income Taxes and Extraordinary Items of ($845,033) as compared with
($461,158) for the nine months ended September 30,1999. This decrease in net
income before income taxes is largely attributable to the Company's change in
the method of sales and distribution of its product. Historically, the Company
used a master agent reseller program to sell its prepaid telecommunications
products to consumers. The resellers paid licensing fees in order to license the
rights to distribute the Company's phone products. Although the Company realized
that these licensing revenues would disappear, the Company responded to changes
in the prepaid telecommunication marketplace in order to position itself to
significantly improve financial results through large independent
telecommunication brokers and food wholesalers targeting retail distribution
environments. This resulted in what the Company believes to be a short-term loss
in revenue and net income in exchange for a much larger revenue base and
profitability in the foreseeable future.
For the nine months ended September 30, 2000 the Company had a Loss
Before Income Taxes and Extraordinary Items of ($276,720) as compared with
($359,730) for the three months ended June 30,1999. This decrease of ($83,010)
in the year to date comparison in net income before income taxes is largely
attributable to the Company's change in the method of sales and distribution of
its product.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its working capital requirements
through internally generated funds, the sale of shares of its common stock, and
proceeds from short-term bank borrowing. The Company currently has a line of
credit with a bank, secured by equipment and a personal guarantee from an
officer of the Company. The draw on the line was $33,762 at September 30, 2000.
The interest rate is prime plus 2 percent, plus an additional 5 percent default
rate due to noncompliance with the line of credit covenants (14.75% at September
30, 2000) with interest payments due monthly, and the principal due on demand.
At various times during the period ended September 30, 2000, the Company was not
in compliance with certain covenants prompting the bank to impose a default
interest rate on the lines of credit. During the six months ended September 30,
2000, the Company settled the line of credit with a balance of $172,577 for
approximately $102,000.
As of September 30, 2000, the Company had a working capital deficit of
approximately ($973,598) as compared with ($986,826), for the year ended
December, 1999. The increase in working capital was due primarily to a decrease
in the cost of goods sold.
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The Company currently anticipates existing sources of liquidity and cash
generated from operations to be sufficient to satisfy its cash needs through the
next six months. To make future acquisitions or for other forthcoming similar
expenses, the Company may seek to increase the amount of its one remaining
credit facility or issue corporate debt or equity securities. Any debt incurred
or issued by the Company may be secured or unsecured, fixed or variable rate
interest and may be subject to such terms as the board of directors of the
Company deems prudent.
The Company expects any proceeds from such additional credit or sale of
securities to be used primarily in the marketing of its telecommunications
products. No assurance can be given that the Company will be successful in
obtaining any additional credit facilities or in generating sufficient capital
from the sale of its securities to adequately fund its liquidity needs.
The Company does not believe that its business is subject to seasonal
trends.
The Company does not believe that inflation had a significant impact on
the Company's results of operations for the period presented. On an ongoing
basis, the Company attempts to minimize any effects of inflation on its
operating results by controlling operating costs, and, whenever possible,
seeking to insure that product price rates reflect increases in costs due to
inflation.
New Accounting Pronouncements
No new pronouncement issued by the Financial Accounting Standards Board,
the American Institute of Certified Public Accountants or the Securities and
Exchange Commission is expected to have a material impact on the Company's
financial position or reported results of operations.
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PART II OTHER INFORMATION
ITEM. 1 LEGAL PROCEEDINGS
Q Comm International, Inc. is not a party to any litigation.
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Item 2 Changes in Securities
See Changes in Financial Statements
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Item 3. Defaults on Senior Securities
None
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Item 4. Submission of Matters to a Vote of Shareholders
None
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Item 5. Other Information
None
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Item 6. Exhibits and Reports on Form 8-K
Exhibits
3.1 Plan of Merger by and between Q Comm International Inc. and Azore
Acquisition Corporation is hereby incorporated by reference to Form 8-K filed
with the Securities and Exchange Commission on March 20, 2000 to report the
acquisition by Q Comm of Azore Acquisition Corporation, a Nevada corporation
("Azore"), as a wholly owned subsidiary through a stock for stock exchange.
3.2 The Articles of incorporation of Q Comm International Inc. are
incorporated by reference to Form 8-K filed with the Securities and Exchange
Commission on March 20, 2000 to report the acquisition by Q Comm of Azore
Acquisition Corporation, a Nevada corporation ("Azore"), as a wholly owned
subsidiary through a stock for stock exchange.
3.3 The Bylaws of Q Comm International are incorporated by reference to Form
8-K filed with the Securities and Exchange Commission on March 20, 2000 to
report the acquisition by Q Comm of Azore Acquisition Corporation, a Nevada
corporation ("Azore"), as a wholly owned subsidiary through a stock for stock
exchange.
3.4 The description of the Company's securities and the rights of
shareholders is incorporated by reference to the Form S-8 filed on June 12,
2000.
23.1 The consent of Bondy & Schloss LLP is incorporated by reference to the
Form S-8 filed on June 1, 2000.
23.2 The consent of Pritchet, Siler & Hardy is incorporated by reference to
the Form S-8 filed on June 11, 2000.
The following Exhibits are being filed:
27 Financial Data Schedule.
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Signatures
In accordance with Section 13 or 15 (d) of the Exchange Act, the Company
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Q Comm International, Inc.
Date November 14, 2000
By /s/ Paul C. Hickey
----------------------------
Paul C. Hickey
Chief Executive Officer
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.
Q Comm International, Inc.
Signature Position Date
By /s/ Paul C. Hickey
------------------------ Chief Executive Officer November 14, 2000
Paul C. Hickey
By /s/ Stephen C. Flaherty
------------------------ Acting Chief Financial November 14, 2000
Stephen C. Flaherty Officer
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