<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 TO FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
iNetvisionz, Inc.
-----------------
(Name of Small Business Issuer in its charter)
Delaware 33-0285179
-------------------------------- -------------------------------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
6033 West Century Blvd., Suite 500, Los Angeles, Ca 90045
--------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(310) 338-9822
-------------
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so Registered each class is to be Registered
------------------- ------------------------------
None None
-------- --------
-------- --------
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, Par Value $.001
-----------------------------
(Title of Class)
<PAGE>
PART I
ITEM 1: DESCRIPTION OF BUSINESS
The letters and numbers set forth in Item 1 of this Amendment No. 1 to
Form 10-SB correspond to each of the letters and numbers set forth in Item 101
of Regulation S-K.
(a) GENERAL DEVELOPMENT OF THE BUSINESS
(1) ORGANIZATION AND MATERIAL TRANSACTIONS.
iNetvisionz.com., Inc. (unless otherwise indicated, all references to
the "Company" and iNet include iNetvisionz. com, Inc., a Delaware corporation,
and its wholly owned subsidiary iNetversity, Inc., a California corporation) was
first incorporated as Martinique Ventures Corporation, a Delaware corporation on
February 18, 1988. On August 13, 1997, it filed an amendment to its articles of
incorporation changing its name to Zebulon Enterprises, Inc. On April 21, 1998,
a subsequent amendment to its articles of incorporation was filed changing
Zebulon Enterprises, Inc. to Tao Partners Inc. In September, 1998 the Company
acquired certain assets from NovaQuest InfoSystems, Inc., in exchange for
$500,000 and 520,000 of Tao Partners shares of common stock. These assets were
eventually transferred to the Company's wholly owned subsidiary iNetversity,
Inc. These assets constituted less than 1% of the aggregate assets of NovaQuest
at the time of the acquisition. NovaQuest did not separately account for the
revenues and expenses associated with the operations of these assets and there
was no separate subsidiary or division through which these assets were operated
while controlled by NovaQuest.
At the time of the acquisition of assets from NovaQuest, NovaQuest was
in the middle of certain contracts wherein they were required to provide
educational services to various customers. Upon the closing of the transaction
between the Company and NovaQuest, these contracts remained in the name of
NovaQuest. However, the Company completed the performance under these contracts.
The receivables were to have been prorated between the two companies, producing
a NovaQuest receivable. As of December 31, 1998, the entire $33,242 in question
was earned for services rendered and deemed collectible by the Company. The
balance was indirectly confirmed and verbal promises were made to management by
the management of NovaQuest. This amount was confirmed to NovaQuest's auditors.
Despite this balance being a bona fide receivable, which arose from NovaQuest
depositing the Company's customer payments, NovaQuest breached its agreement
with the Company by failing to remit payment. Since the balance of $33,242 was
still outstanding as of December 31, 1999, the management of the Company
wrote-off the entire amount because it was deemed uncollectible at that time.
This is a change in accounting estimate which does not allow adjustments to
prior periods. Presently, the Company is pursuing other measures to collect this
amount. Thus, accordingly, no adjustments have been made to the revenues in the
consolidated financial statements.
On April 30, 1999, Tao Partners Inc. filed an amendment to its
articles of incorporation changing its name to Inetvisionz.com, Inc. Finally, on
December 11, 2000, iNetvisionz.com, Inc. filed an amendment to its articles of
incorporation changing its name from iNetVisionz.com, Inc. to iNetVisionz, Inc.
(the "Company" or "iNet"). iNet presently trades on the over-the-counter market
as "INVZ". The Company has not had any bankruptcies, receiverships or similar
proceedings. As set forth below, the Company commenced the implementation of a
new business plan on October 1, 1999.
(2) BUSINESS OF ISSUER
The Company is in the business of providing Education Services
and Consulting and Placement Services. The Company intends to expand its
services as an internet incubator but there is no guarantee that the Company
will be able to implement this business plan. Many factors may prevent the
implementation of the Company's business plan. These factors include substantial
financial commitments, the need to develop effective internal process and
systems, the ability to attract and retain high-quality employees, changes in
overall technology, changes in the law and the mix of product and services
offered in the Company's target markets.
1
<PAGE>
(1) ITEM 101(a)(2)(B)(1) IS NOT APPLICABLE IN THAT THE SUBJECT
FILING IS NOT AN S-1.
(2) MATERIAL PRODUCTS AND RESEARCH AND DEVELOPMENT.
Since October 1, 1999 the Company attempts to continuously monitor
developments on the Internet (through information provided by iNetproz (defined
below) corporate clients and through its iNetecommerce (defined below) internet
site development and then adjusts the course offerings of iNetversity according
to the provided information. While these divisions are currently at an extremely
early stage, since their inception on October 1, 1999 these divisions have
provided information to iNetversity which iNetversity has begun to incorporate
into its course offerings.
The Company estimates that at any given time the equivalent of two
employees (representing approximately 300 to 400 hours per month) are devoted to
its research and development activities. These activities focus upon technical
developments in internet and computer technologies. These development activities
are typically not paid directly by our customers; however, the Company believes
that the quality of its work product and services will result in future revenue
opportunities through these development efforts.
(3) MATERIAL ACQUISITION OF PLANT AND EQUIPMENT.
As noted below, during the month of December 1999, the Company
completed a debt offering of $250,000. The Company used approximately 60% of
these funds to acquire additional computer equipment and hardware and software
required to access the internet (collectively, "Hardware and Software").
(4) NUMBER OF EMPLOYEES.
As noted below, prior to June 30, 1999 the Company was in the exclusive
business of providing Education Services (defined below). As of August 31, 2000,
the Company had 67 employees divided as follows: 14 in general administration,
24 providing Education Services through iNetversity, 14 providing Consulting and
Placement Services through iNetproz and 15 developing Internal and External
Business Plans through iNetecommerce. All of the Company's employees work on a
full-time basis.
On or about October 1, 1999 the Company elected to divide its
operations into three separate divisions: (a) iNetversity; (b) iNetproz; and (c)
iNetecommerce. The business plan for each of these divisions is set forth below
under (C) Description of Business. Only iNetversity is operated as a separate
corporation, the other two divisions operate within the Company. The Company
intends to provide all of the divisions' services to minority communities
through its Out-of-the-Box solutions tradename. At this time, no revenues have
been generated through the Out-of-the-Box tradename or business plan. The
Company anticipates that during calendar 2000 it shall add an average of one
employee during each month to iNetversity, three employees each month to
iNetproz and two employees each month to iNetecommerce. There is no assurance
that the Company will grow at the rate set forth above; further, in the event
the Company is unsuccessful in raising outside capital it may be forced to
curtail the growth set forth above.
(5) OTHER BUSINESS PECULIARITIES
In the opinion of management, the key to understanding the Company is
to understand the strategic information provided by each of the divisions to the
other divisions. For example, if a number of iNetproz corporate customers began
demanding a certain type of programming expertise, iNetproz would advise
iNetversity to adjust its course composition accordingly. In summary, the
Company is not a "dot com" firm, relying upon an Internet site to provide its
primary source of revenues. Instead it is a Company which trains, educates,
consults and develops primarily for other companies, utilizing computer
software/hardware and/or internet based assistance.
(B) FINANCIAL INFORMATION.
During 1999, the Company's revenue and expenses were generated
primarily through providing Education Services. (See MD&A and financial
statements attached hereto.) As a result of the uncertainties arising from
operating in the Internet industry it is difficult to project the amount and
areas of growth that the Company will
2
<PAGE>
experience during the year 2000. In this regard, while there is no assurance,
the Company anticipates that the Consulting and Placement Services provided by
the iNetproz division will experience the greatest degree of growth. The Company
bases this conclusion upon the following: (a) the increasing demand for software
programmers capable and experienced in operating internet based programs and
sites; and (b) iNetversity's "graduates" which will provide a ready source of
talent for both consulting and placement services.
(C) DESCRIPTION OF THE BUSINESS.
(i) and (ii) PRINCIPAL PRODUCTS AND SERVICES
iNet's business during most of 1999 consisted of the provision of
classroom based education. These classes primarily taught either computer
software programming or training of a customer's employees in the utilization of
the customer's computer system ("Education Services") and the provision of
consulting services in connection with the operation of a customer's computer
system and the permanent and temporary placement of iNet's students as employees
of its customers ("Consulting and Placement Services").
In October 1999, the Company began the implementation of a business
plan pursuant to which the Company would operate through three separate
divisions: (a) iNetversity; (b) iNetproz; and (c) iNetecommerce (only
iNetversity is formed as a separate corporation, iNetproz and iNetecommerce
operate as part of the Company, but constitute unincorporated divisions within
the Company). A graphical overview of this business plan may be reviewed at
www.inetvisionz.com. While the Company currently intends to implement the
business plan set forth below, there is no assurance that the Company will be
successful in implementing this plan. Further, Company management may materially
revise this plan based upon the business environment, market conditions and
capital requirements.
iNetversity currently intends to continue to provide Education Services
and has developed a series of Internet based education programs allowing
students to move at their own pace by accessing information over the Internet
which is based upon iNet's classroom programs. While some of these Internet
based programs have been deployed, as of December 1, 1999, the Company has not
generated material revenues through the utilization of these internet programs.
The offline courses offered by iNet have been offered in connection with: (a)
retraining laid-off employees generally from the aerospace industry and Fortune
500 companies; (b) providing on the job training for iNetproz and iNetecommerce
employees (discussed below) and (c) participating internship programs for
disadvantaged individuals (for example, the Company was recently awarded a
$488,000 grant by the state of California's Employment Training Program to
provide scholarships for disadvantaged individuals to take the Company's
courses). The Company anticipates that it will add an average of one employee
per month during the remainder of the year 2000 to iNetversity's operations. The
Company also utilizes independent contractors to teach courses outside the scope
of iNetversity's expertise. iNetversity is a wholly owned subsidiary of the
Company. The Company estimates that 20% of its aggregate services are provided
by independent contractors. Virtually all of its independent contractors are
teachers operating through the Inetversity division providing specialized
education services in classroom settings. Independent contractors are selected
by a number of methods, including referrals, demonstrable ability and
unsolicited inquiries. The identity and number of independent contractors
utilized by the Company fluctuates according to the demands of the market place
and the availability of instructors.
The Company primarily utilizes independent contractors as instructors
in certain advanced level technical education and training programs. Each
independent contractor is required to execute an Independent Contractor
Agreement which contains, in summary, the following material terms: (a) the
contractor's activities are not exclusive as to the Company; (b) either party
may terminate the agreement with 5 days notice; (c) the contractor is acting as
an independent contractor; and (d) the contractor agrees to maintain the
confidentiality of any of the Company's trade secrets and to not circumvent the
Company by directly contacting the Company's contracts, customers and investors.
While the Company believes the Company's independent contractors are properly
classified according to IRS guidelines, the Company would be liable for back
withholding taxes, social security and worker's compensation should the IRS make
a determination that its independent contractors should have been classified as
employees at the time the independent contractors were paid by the Company. From
October 1998 through 1999, the Company paid over $890,000 in compensation to
independent contractors. Assuming that all independent contractors are
reclassified as employees for taxing purposes, the highest potential exposure
for taxes, interest and penalties would that would be due to the IRS by the
Company would be approximately $89,500.
3
<PAGE>
iNetProz currently intends to expand the Consulting and Placement
Services initially provided by the Company during the third quarter of 1999.
These services are primarily comprised of the following: (a) consulting
services, typically billed on an hourly basis, for technical aspects associated
with internal computer network (sometimes referred to as an intranet) and
internet operations; (b) temporary placement of technical personnel, in exchange
for a percentage of their hourly wage; and (c) permanent placement of technical
personnel with the Company's customers. The Company anticipates that it will add
approximately two employees to this division each month during the remainder of
the calendar year 2000. These employees will be divided almost equally between
sales and marketing employees (who will present the iNetproz's program to
potential customers) and technical employees (who will do the actual consulting
and temporary and permanent placement). iNetproz is a tradename of the Company,
but it is not a separate corporation.
The Company's Education Consulting and Placement Services customers
include Xerox Corporation, Boeing North America, Inc., Honda R&D North America,
Inc., Transamerica, Ernst & Young, Mobil Oil, Lexus Motor Corporation, Toyota
Motor Sales and UCLA Medical Center which collectively accounted for
approximately 15% of revenues in 1999. Approximately 23% and 19% of the
Company's revenues in calendar year 1999 and 1998 respectively were generated
through the South Bay Private Industry Council.
iNetecommerce is what is increasingly characterized in the internet
industry as an "internet incubator". This division will implement primarily
internet based business plans developed either internally by the Company
("Internal Business Plans") or by third parties ("External Business Plans").
While the Company is considering a number of Internal Business Plans, it does
not anticipate implementing any Internal Business Plan during calendar year
2000. In October, 1999 the Company entered into three separate agreements with
RxAlternative.com. In summary, these agreements provided for the development of
a test website (Beta Website Development Agreement) and if this test website
proved successful, then the Company would develop two additional websites
(Permanent Website Development Agreement) and a website maintenance agreement
(Website Maintenance Agreement). The initial website was successfully deployed
and the Company received $27,000 in cash and a nominal number of shares in
RxAlternative pursuant to the Beta Website Development Agreement. The Permanent
Website Development Agreement provides that the Company shall develop two
websites for RxAlternative in exchange for a 4.17% nondilutive interest in
RxAlternative (this percentage shall be not be diluted unless and until
RxAlternative completes a public offering). In the event of a material breach,
the agreement is terminable by the non-breaching party if the breaching party is
not able to cure the breach in ten days. Neither party may unilaterally
terminate the contract absent a material breach. If the agreement is terminated
for any reason before iNetVisionz has completed the work, iNetVisionz is
entitled to retain the number of shares necessary to compensate it at the rate
of $125 per "man hour" at a share price of $1.25 per share.
The Website Maintenance Agreement provides that the Company shall be
paid $10,000 per month for its initial 40 hours of monthly maintenance services
and $150 per hour for all services provided over this initial 40 hours.
iNetecommerce is operated as a separate unincorporated division within the
Company. In the event of a material breach, the Website Maintenance Agreement is
terminable by the non-breaching party if the breaching party is not able to cure
the breach in ten days. Absent a breach, this agreement is terminable by either
party with sixty days notice.
During the fourth quarter of 1999, the Company secured a 50% interest
in Liquidationbid.com. While development of LiquidationBid's website has not yet
commenced, Liquidation Bid is currently intended to be an internet based company
which provides on-line auctions for excess merchandise in a variety of
industries. There is no assurance that the Company will complete development of
LiquidationBid's website or that is such website is completed, that
LiquidationBid will successfully implement its business plan.
The Company intends to provide the Company's core services to the
minority community through its Out-of-the-Box Solutions tradename. The Company
has focused on historically black colleges located throughout the United States
as an avenue to provide technology, education and training. At this time, no
revenues have been generated through this tradename or business plan.
The Company entered into a "Compact Disk Affiliate Agreement" with
Preference Technologies, Inc. as of August 1, 2000. Under the terms of this
agreement, the Company became a sponsor and distributor of Preference's
4
<PAGE>
Global Information Gateway ("GIG"). The term of the license is one year. The GIG
is a marketing device that the Company uses to communicate with its existing and
potential students and customers. The GIG provides its users with a personalized
"gateway" to the Internet, where the Company may advertise and otherwise
communicate with those parties on the GIG at any given time. The Company's user
license expires concurrently with this License. In the event Preference
Technologies would choose to terminate or otherwise refuse to continue to
provide the GIG after the August, 2001 termination date, the Company's
management believes that its operations would not e materially effected. Prior
to the formation of the GIG licensing arrangement, the Company utilized
traditional marketing methods to secure its customers and students. It continues
to utilize these methods (in addition to the GIG) in its current operations.
The Company entered into an agreement with Netbizex to create three web
sites. One-third of the work was completed under the terms of the agreement, and
the Company recognized the revenues of $83,333 in connection therewith. Larry
Horwitz, a member of the Company's board of directors and corporate secretary,
is a stockholder of Netbizex but does not own a controlling interest in
Netbizex.
(iii) SOURCES OF RAW MATERIALS.
While this section is not applicable to the Company, clearly the
Company will have a continuous need during the foreseeable future for computer
equipment and hardware and software which facilitate internet access.
(iv) EFFECT OF PATENTS AND TRADEMARKS.
Currently, the Company does not hold patents on any of its products or
processes under development. The Company does, however, treat its technical data
as confidential and relies on internal nondisclosure safeguards, as well as on
laws protecting trade secrets, to protect its proprietary information. There can
be no assurance that these measures will adequately protect the confidentiality
of the Company's proprietary information or that others will not independently
develop products or technology that are equivalent or superior to those of the
Company. The Company may receive, in the future, communications from third
parties asserting that the Company's products infringe the proprietary rights of
third parties. There can be no assurance that any such claims would not result
in protracted and costly litigation.
The Company has filed the following trademarks with the United States
Patent and Trademark Office on the following dates: "Business Visioneer" was
filed by the company on November 1, 1999; "Synergistic Minds @ Work" was filed
on September 9, 1999; "Out of the Box Solutions" was filed on January 20, 2000;
"Breaking the Barriers, Creating Opportunities, Filling the Need" was filed on
September 9, 1999 and, "The Job You Want, The Education You Need, The Career You
Earn" was filed on September 9, 1999.
In the Company's experience it takes anywhere from three to six months
to receive even an acknowledgement of the receipt of a trademark application
from the United States Patent and Trademark Office. the actual process of
registering an accepted mark can take well over a year. The Company does not
expect any response from the United States Patent and Trademark Office until the
fourth quarter of this calendar year at the earliest.
The Company currently utilizes many of these slogans in its marketing
materials summarizing the education and training programs offered by the
Company. Company management believes that these slogans focus upon the Company's
business plan of not just functioning as a technical education center, but in
fact providing on the job training for its students and eventual permanent
placement.
(v) SEASONALITY OF THE BUSINESS
The Company has only provided Education Services for a little over one
year. The iNetproz and iNetecommerce divisions were launched on October 1, 1999.
As a result it is difficult to predict whether the Company's revenues will
materially fluctuate during its calendar year. Company management is not aware
of any factor that might give rise to such a fluctuation.
5
<PAGE>
(vi) WORKING CAPITAL ITEMS
The Company is a service company and as a result it does not have any
trade inventory that it carries. In the event an iNetversity student is
dissatisfied with his/her class, she/he is provided with a one-time opportunity
to take the class again. The Company's providing of Consulting and Placement
Services is at a very early stage. As of the date of this filing the Company has
not provided any warranty or guarantee associated with its Consulting or
Placement Services.
(vii) DEPENDENCE UPON LARGE CUSTOMERS
Under the JTPA one customer, the South Bay Private Industry Council
("South Bay PIC"), accounted for approximately 23% and 19% of the Company's
gross revenues during the years ended December 31, 1999 and 1998, respectively.
The iNetecommerce division has one customer, RxAlternative, that generated
approximately 17% of its gross and 59% of consulting revenues through the second
quarter of 2000. In the event RxAlternative were to cease performing under its
Agreement with iNetvisionz, iNetvisionz would redeploy the iNetecommerce
personnel into: (a) other iNetproz consulting projects; (b) other internally or
exteriorly generated business plans developed through its iNetecommerce division
or (c) outsource such individuals on a temporary or permanent basis through its
iNetproz division.
On October 25, 1999, the Company entered into two agreements with
RxAlternative: (1) a web site maintenance agreement, and (2) an agreement to
develop two new web sites.
The web site maintenance agreement provides that iNetVisionz will
maintain RxAlternative.com's web site at http://www.rxalternative.com for
$10,000 a month. In addition to the $10,000 per month, iNetVisionz is entitled
to $150 per hour for all work performed in excess of 40 hours each month. In the
event of a material breach, the agreement is terminable by the non-breaching
party if the breaching party is not able to cure the breach in ten days. Absent
a breach, this agreement is terminable by either party with sixty days notice.
The agreement to develop two new web sites provides for iNetVisionz to
construct two new web sites for RxAlternative. In return for developing the web
sites, iNetVisionz will receive 750,000 shares of RxAlternative stock,
representing a 4.17% ownership interest in RxAlternative that is non-dilutable
for the sooner to occur of five years or until an initial public offering by
RxAlternative of at least 10 million shares or resulting in a market
capitalization of at least 100 million dollars. In the event of a material
breach, the agreement is terminable by the non-breaching party if the breaching
party is not able to cure the breach in ten days. Neither party may unilaterally
terminate the contract absent a material breach. If the agreement is terminated
for any reason before iNetVisionz has completed the work, iNetVisionz is
entitled to retain the number of shares necessary to compensate it at the rate
of $125 per "man hour" at the share price of $1.25 per share.
(viii) BACKLOG ORDERS
The Company's "backlog" is not comprised of what would traditionally be
characterized as a backlog of orders by a manufacturing company. The Company
does believe that the combination of its agreements with RxAlternative
(discussed above) and its agreement with ETP (discussed below) provide the
Company with contractual commitments for certain revenues through 2000.
(ix) GOVERNMENT CONTRACTS
The Company participates in both state and federal government programs
providing financing for technical training and education primarily through its
iNetversity subsidiary. Most of these programs require that students qualify
under Title III of the federally promulgated Job Training Placement Act. These
requirements provide that a student must be eligible for or has exhausted
his/her unemployment benefits through the state of California.
Prior to June, 30, 2000, the Company had nine contracts with various
organizations throughout Southern California which are financed by the federally
financed Job Training Placement Act ("JTPA"). Starting July 1, 2000, the JTPA
was replaced by the Workforce Investment Act ("WIA"). Centers who administer the
WIA funds are required to only work with those training providers that have been
approved by the California Eligible Training
6
<PAGE>
Provider List ("ETPL"). Upon the termination of the JTPA and initiation of the
WIA, the Company has entered into agreements with the ETPLs, the City of
Hawthrone, administrator of the Regional Training Vendor Directory, and the City
of Torrance, representing the Carson/Lomita/Torrance consortium. These Local
Referring Agencies provide the Company with recently unemployed individuals
interested in securing technical Education Services. Upon the Company accepting
a student, his/her tuition is provided by WIA. Like its predecessor, the JTPA,
each WIA agreement is for one year expiring on June 30, 20001. In the event the
Company's contracts with these various Local Referring Agencies were not
renewed, the Company would attempt to secure alternative sources of financing
for its students. This would result in a substantial material delay in the
Company obtaining tuition revenues. In the event the Company were unable to
secure a source of funding as an alternative to JTPA/WIA, the Company's
financial prospects would be materially and adversely effected.
The Company has also entered into an Agreement with the state of
California financed Employment Training Panel ("ETP") to provide financing for
iNetversity students. Each ETP agreement is identical. This contract is in an
amount up to $488,000 and is terminable in the event the Company fails to meet
ETP's performance criteria or misapplies the applicable funding. The ETP
agreement has an annual term, which is renewed on the same terms and conditions
each year. In order to qualify for funding: (a) a student must be unemployed or
prove that he will lose his employment unless he receives new technical skills
provided by the Company and (b) the Company must place the student and the
student must remain employed for 91 consecutive days following such placement.
Under the ETP contract the Company is paid approximately $8,500 per student,
with 20% payable upon commencement of Education Services by the Company and 80%
payable upon the student completing 90 days of employment. The Company
anticipates submitting at least three ETP applications during the year 2000,
with its second ETP application submitted in March 2000. In the event the
Company is unable to secure ETP financing, it will continue to consider other
state and federal government programs providing financing for technical training
and education. If the Company is unable to secure additional ETP funding or is
unable to successfully apply for other government funded contracts, the
Company's future operations may be materially and adversely effected.
The Company only recognizes income when all services have been
completed without further contingencies or performance obligations, and thereby
have earned the right to receive and retain payment for services billed. The
Company is entitled to receive progress payments under the ETP as follows:
20%- Upon services rendered in connection with enrollment of
students in the training program and submission of verification
of enrollment, timesheets and corresponding invoice by the
Company to the respective agency;
80%- Upon satisfactory completion of the curriculum hours
and continual employment for 91 consecutive days after placement
by the Company. The Company is responsible for submitting
corresponding timesheets, correspondence documenting activity,
evidence of employment with certain information and related
invoice to the respective agency.
Under the ETP program, the Company invoiced a total of approximately
$28,000 of which $22,000 was recorded as revenues with an estimated gross profit
of $11,500.
(x) COMPETITIVE CONDITIONS.
The Company believes that the business plan which it commenced
implementing in October, 1999 places it in the following markets:
(1) TECHNICAL EDUCATION. According to Forrester Research, a leading market
research firm, the market for corporate on-line recruiting is growing. Over the
next four years, the market is expected to grow almost 60% annually moving up to
an estimated $1.7 billion in 2003 from $245 million in 1999. The Company's
competitors include 7th Street.Com which provides interactive on-line technical
training and Pinnacle Multimedia which provides training and education for
companies' management and technical teams. The Company will provide instruction
in developing software and installing hardware and on the job training
primarily, although not always, associated with internet applications
("Technical Applications") through its iNetversity subsidiary. While the
Company's historical focus has been upon the traditional classroom setting, it
is now deploying a series of internet based classes (which the Company calls
"courseware) allowing students to work at their own pace, but still
7
<PAGE>
assimilate the same information as if attending traditional classroom settings.
There are thousands of companies, junior colleges and universities throughout
the United States which provide Technical Application education to their
students.
The Company is a certified solutions provider for Microsoft, Novell and
Lotus. Virtually, all competitors of the Company in Education Services have one
or all of these certifications. These certifications identify that the Company
offers all classes necessary to be a Microsoft/Novell/Lotus solutions provider.
The number and complexity of the classes required for such certifications is
determined by the certifying company. The significance of such certification is
primarily two-fold: (a) it provides potential employers with a readily
recognized level of education which prospective employees have obtained and (b)
it provides individuals with such certifications the background to take more
advanced classes in the various applications in which they are certified (many
of which are offered by the Company).
(2) TECHNICAL PLACEMENT. During the second quarter of 2000, the Company
formed Corporate Search Network as a wholly owned subsidiary. Corporate Search
Network identifies permanent and temporary employment opportunities for
InetVersity students as well as other individuals trained primarily in technical
areas. In the event that Corporate Search Network, Inc. successfully places a
candidate, then the fees are deemed payable 30 days thereafter. If the employer
is dissatisfied with the performance of the candidate during his/her initial 30
days of employment, then Corporate Search Network is obligated to replace the
candidate, if and only if the employer has paid his/her fees. The Company
believes that there are thousands of companies throughout the United States
providing temporary and permanent employment placement for individuals skilled
in Internet Applications.
(3) TECHNICAL CONSULTING. The Company will consult with primarily large
corporations in connection with a number of their Technical Applications through
its iNetproz division. A December 20, 1999 Los Angeles Times article reports
that IDC (an internet data tracking firm) projects that the market for Internet
consulting and developing online businesses is expected to grow from $4.6
billion in 1998 to $43.7 billion in 2002. The Technical Applications provided by
the Company have included a broad range, from a simple "help desk" to answer
basic questions to the design and development of a company-wide "intranet". The
Company believes that it has thousands of competitors in this industry. The
largest competitors in this field include: Chicago based Whitman-Hart, Inc.,
which recently announced that it is acquiring USWEB/CKS Corp. in a six billion
dollar transaction to create the largest Internet professional services firm in
the world and IXL Enterprises, headquartered in Atlanta, has over 2000 employees
providing internet consulting and support services.
(4) INTERNET COMMERCE. The Company's iNetecommerce division implements
Internal Business Plans (developed primarily by the Company) and External
Business Plans (developed primarily by third parties). As the scope of
iNetecommerce's mission is very broad, it is difficult to define its competitors
other than to state that its competition is immense. Virtually every company on
the internet is a potential customer of the iNetecommerce division.
RxAlternative, the initial External Business Plan project implemented by
iNetecommerce (discussed above) is deploying into the healthcare sector of the
internet which has major competitors such as Healtheon, Inc. and Dr.Koop.com.
Prior to October, 1999 virtually all of the Company's revenues were
generated through the providing of Education Services through its iNetversity
subsidiary. The Company has designed a series of career tracks defined by the
classes an individual should take in order to achieve a particular career
objective. The Company's Education Services focus primarily upon advanced
Technical Applications and most entrance level classes providing for the first
tier of Microsoft, Lotus and Novel certification are offered by other
competitor's programs. The Company is currently developing a series of classes
providing for Internet development utilizing the Linux platform. While the
Company believes that it has a number of better financed and larger competitors
in the field of Education Services, the Company has not identified a competitor
which primarily focuses upon advanced level classes with the objective of
achieving a specifically defined career objective.
As noted previously, the Company only commenced its iNetproz and
iNetecommerce divisions in October, 1999 thus virtually all of its competitors
are better financed and more advanced in the implementation of their business
plan. As noted above, industries associated with the providing of Technical
Placement and Consulting contain literally thousands of competitors, ranging
from small one man operations to multi-billion dollar conglomerates specializing
in support for their proprietary products. The iNetecommerce division's
potential
8
<PAGE>
competitors are contingent upon the eventual business plan it elects to
commence. Clearly, its initial project, RxAlternative has many potential offline
and online competitors.
The Company believes that the principal methods of competition in all
three of iNet's divisions involve: (a) the ability to provide advanced
technology; (b) identifying at an early stage technological trends and (c)
customer satisfaction.
The Company's ability to compete in applying these methods may be
divided into negative and positive factors:
(1) NEGATIVE COMPETITIVE FACTORS. The Company believes that virtually all
of its major competitors are better financed and have a longer operating
history. Further, many of these competitors have readily recognizable industry
trade names thereby causing it to be more difficult for the Company to penetrate
the marketplace. Finally, the primary negative competitive factor is that there
is tremendous international economic activity in connection with virtually all
facets of the Internet and as a result, not only will the Company be faced with
better financed competitors, but the Company believes that just in the United
States the number of competitors will be in the thousands.
(2) POSITIVE COMPETITIVE FACTORS. Since its inception during the fourth
quarter of 1998, the Company has focused upon providing advanced level Education
Services for Technical Applications (addressing factor (a) under principal
methods of competition above). This has provided a "pool" of technologically
advanced individuals to eventually staff the iNetproz and iNetecommerce
divisions. Thus, rather than be forced to hire people with which the Company has
no history, it has increasingly looked to iNetversity's students to fill its
other divisions. Further, iNetproz and iNetecommerce provide: (a) on the job
training for iNetversity students (something most technical education schools
cannot provide); and, (b) information to iNetversity regarding technological
trends, thus allowing iNetversity to accordingly adjust its course offerings.
These last two items address the second factor set forth above under principal
methods of competition: early identification of technological trends. The
Company believes that if it is to be successful and provide a high level of
customer satisfaction (the third principal method of competition set forth
above) then there must be a continuous flow of information between its various
divisions. For example, iNetecommerce and iNetproz must identify employment
needs in the marketplace and iNetversity must then educate and train to address
these needs.
(xi) RESEARCH AND DEVELOPMENT.
Since October 1, 1999 the Company has attempted to continuously
monitor developments on the Internet (through information provided by it
iNetproz (defined below) corporate clients and through its iNetecommerce
(defined below) internet site development) and then adjusts the course offerings
of iNetversity according to the provided information. While these divisions are
currently at an extremely early juncture, since their inception on October 1,
1999 these divisions have provided information to iNetversity which iNetversity
has begun to incorporate into its course offerings. The Company estimates that
at any given time the equivalent of two employees (representing approximately
300 to 400 hours per month) are devoted to its research and development
activities. These activities focus upon technical developments in internet and
computer technologies. These development activities are typically not paid
directly by our customers; however, the Company believes that the quality of its
work product and services and as a result the amount of revenues it may generate
from these products and services will result in future revenue opportunities
through these development efforts.
(xii) ENVIRONMENTAL LAWS.
The Company's operations do not give rise to any material issues
arising from state or federal environmental laws.
(xiii) EMPLOYEES.
As noted below, prior to June 30, 1999 the Company was in the exclusive
business of providing Education Services (defined below). As of November 30,
2000, the Company had 67 employees divided as follows: 14 in general
administration, 24 providing Education Services through iNetversity, 14
providing Consulting and
9
<PAGE>
Placement Services through iNetProz and 15 developing Internal and External
Business Plans through iNetecommerce. All of the Company's employees work on a
full-time basis.
On or about October 1, 1999 the Company elected to divide its
operations into three separate divisions: (a) iNetversity; (b) iNetproz; and (c)
iNetecommerce. The business plan for each of these divisions is set forth under
(C) Description of Business. Only iNetversity is operated as a separate
corporation, the other two divisions operate within the Company. The Company
intends to provide all of the divisions' services to minority communities
through its Out-of-the-Box solutions tradename. At this time, no revenues have
been generated through the Out-of-the-Box tradename or business plan. The
Company anticipates that during the remainder of calendar 2000 it shall add an
average of one employee during each month to iNetversity (approximately 90% of
which shall be instructors and 10% of which shall assist in classroom set up and
administration). The Company also anticipates that it will add 5 to 10 general
accountancy and administrative employees during the remainder of calendar year
2000, three employees each month to iNetproz (approximately divided 33% to
temporary and permanent placement and 66% to technical application consulting)
and two employees each month to iNetecommerce (approximately 50% of which shall
assist in the development of internal business plans and 50% of which shall
assist in the development of outside business plans). There is no assurance that
the Company will grow at the rate set forth above; further, in the event the
Company is unsuccessful in raising outside capital it may be forced to curtail
the growth set forth above.
(D) GEOGRAPHIC AREA FINANCIAL INFORMATION.
As noted below, 100% of the Company's revenues are generated either
through its Torrance, Los Angles, or Irvine, California facilities. As these
facilities are within 40 miles of each other, there is no material distinction
between the two operations arising from geographical location. Further, the
Company currently has no operations outside the United States.
(E) AVAILABLE INFORMATION.
The Company has filed its first three Form 10-QSB for the first three
quarters of the calendar year 2000. The public may read and copy materials filed
by the Company at the Security Exchange Commission's Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Once the Company commences filing under the Exchange Act it will file electronic
reports, proxy and information statements that maybe accessed at
http:\\www.sec.gov. The primary internet address of the Company is
www.iNetvisionz.com.
(F) REPORTS TO SECURITY HOLDERS.
The Company became a reporting company 60 days after the filing of its
10SB. The Company's initial Exchange Act filing was its Form 10-QSB for the
first quarter of 2000. The Company is not required to, and does not intend to
file a Form 10K-SB for the year 1999 nor shall it file a related Annual Report
to Shareholders. The Company shall comply with all proxy, quarterly and annual
reporting requirements thereafter. The quarterly reports shall contain financial
statements reviewed by an independent certified public accountant and the annual
report shall contain financial statements audited by an independent certified
public accountant.
10
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is management's discussion and analysis of the
Company's financial condition and results of operations. Detailed information
is contained in the financials included in this document. This section
contains forward-looking statements that involve risks and uncertainties,
such as statements of the Company's plans, objectives, expectations and
intentions. The cautionary statements made in this document should be read as
being applicable to all related forward-looking statements wherever they
appear in this document. This discussion should be read in conjunction with
the Description of Business discussion set forth earlier in this Form 10. As
indicated in this Form 10, the Company commenced implementation of a new
business plan in October, 1999. The Company believes that the early stage
development of this business plan would render it speculative to predict the
eventual financial impact of this new business plan. As a result, the
following "Management's Discussion and Analysis of Financial Information and
Results of Operations" primarily focuses upon the historical results of
operations of the Company. The Company has attached as Exhibits to this Form
10 and incorporates herein the information contained in these documents the
first, second and third quarter 10-QSBs filed by the Company.
Since its inception through March 31, 2000, the Company had not
generated net income from operations. As a result, the Company's independent
accountants issued a going concern opinion on the December 31, 1999 financial
statements. In order to implement its business plan, the Company believes that
it will need to raise a minimum of $1 million in equity capital during calendar
year 2000. In excess of 50% of this amount would be expended to acquire new
computer hardware and software. The balance of such capital would be utilized as
working capital, primarily to finance the INetecommerce division. This is not
based upon a formal set of projections, but rather estimates calculated by the
Company's management based upon expenditures during the last quarter of 1999 and
the first two quarters of 2000. If the Company is unable to raise such capital,
it is the intention of the Company to reduce, delay, eliminate or sell all or a
portion of the INetecommerce division, as the revenues generated by this
division, the Company believes, will require a longer marketing and development
cycle, relative to the more established Inetversity (Education Services) and
Inetproz (computer consulting and employment placement) divisions. The Company
believes that its current cash flow would be sufficient to support such a
reduced or delayed implementation of the business plan. However, there is no
guarantee that the curtailment of the INetecommerce division's business plan
would be sufficient to permit the company to continue as a going concern.
During the fourth quarter of 1999, the Company acquired computer
equipment, hardware and software for use in its daily operations in the amount
of approximately $150,000. These assets were acquired using cash proceeds from
operations and from issuance of debt and equity securities during November and
December 1999, which are as follows: (i) The Company entered into a Subscription
Agreement with a Floyd Horwitz, father of Lawrence W. Horwitz, to sell 200,000
shares under Rule 506 of Regulation D of the Securities Act of 1933 at the price
of $0.25 per share. The total cash proceeds of $50,000 went to the Company; (ii)
The Company commenced an offering of up to $500,000 in Units. The price of each
Unit was $25,000 and each Unit was comprised of one promissory note with a six
month term at 8% interest and a five-year warrant with an exercise price of
$0.80 per share. As of the date of this filing, the Company has raised $250,000
from this offering of Units.
During March 2000, the Company received $250,000 from Winthrop Venture
Fund, Ltd., an accredited investor, from the issuance of two securities in
exchange for this investment, which are as follows: (i) Promissory note payable,
bears interest at 9% per annum, unsecured and all interest and principal due by
March 2001 (ii) 75,000 warrants were also granted with an exercise price of
$0.80 per share, which expire in three years from the date of grant. Pursuant to
this agreement, in the event the Company completes a registration statement
under the Securities Act of 1933, the Company shall be obligated to register the
shares underlying the warrants.
On June 7, 2000, the Company received $250,000 from the Harold Axelrod
Revocable Trust, a non-affiliated, accredited investor in exchange for a
convertible debenture. The Debenture matured on December 1, 2000 whereupon all
principal and accrued interest (at the rate of 8% per annum) is due and payable.
The debenture was convertible by Axelrod upon the 120th day after the execution
of the debenture and ending upon the maturity date of December 1, 2000, at the
rate of one share of common stock per $.75 of principal amount of the debenture,
or 70% of the five day average of the ask price per share of the Company's
common stock based on the five days preceding Axelrod's notice of its intent to
convert. No accrued interest is payable on conversion.
11
<PAGE>
In August, 2000, the Company received $50,000 from Winthrop Venture
Fund, a non-affiliated, accredited investor in exchange for a promissory note
due the earlier of the raise of $200,000 in a private placement of the Company's
securities or sixty days from the execution date, bearing interest at the rate
of 9% per annum and warrants to purchase 834 shares of common stock at the price
of $.80 per share
In October and November, 2000 the Company received $500,000 from
Pre-IPO Ventures, Inc., a non-affiliated, accredited investor to purchase
500,000 shares of preferred stock of the Company at $1.00 per share. The
preferred stock was duly authorized by the board of directors and shareholder
resolutions. This investor entered into subscription documents with the Company
wherein the investor asserted facts demonstrating that it was an accredited
investor. These shares were offered in reliance on an exemption from
registration available under Rule 506 of Regulation D of the Act.
Finally, the Company is currently delinquent in the payment of its
payroll taxes. Revenues generated from operations and financing activities have
not been sufficient to pay this debt. The Company has entered into negotiations
with the IRS to pay the outstanding obligations.
The following information was derived from the Company's
historical financial statements incorporated herein.
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1998 1999
(Audited) (Audited)
--------- ---------
<S> <C> <C>
Statement of Operations Data $1,016,633 $2,280,489
Revenues
(Net Loss) (2,314,515) (2,870,029)
(Net Loss) per share, basic and diluted (0.63) (0.38)
Balance Sheet Data
Current Assets 571,432
515,816
Total Property and Equipment, net 400,839 402,396
Total Assets 1,513,817 1,356,508
Total Current Liabilities 658,203 1,565,923
Accumulated Deficit (2,425,266) (5,295,295)
Stockholders' Equity(deficiency) 514,139 (209,415)
</TABLE>
YEAR ENDED DECEMBER 31, 1999 AS COMPARED TO YEAR ENDED DECEMBER 31, 1998
REVENUES. The Company generated $2,280,489 in revenues during the year
ended December 31, 1999, derived primarily from training revenues at its
iNetVersity subsidiary level, as compared to $1,016,633 in revenues for the year
ended December 31, 1998. Revenues during 1998 reflected four months of revenues
of the training subsidiary, as the Company had only acquired the assets of the
training division that were transferred to iNetversity on September 1, 1998.
GENERAL, ADMINISTRATIVE, AND SELLING EXPENSES. The Company had
$4,051,528 in general, administrative and selling expenses for the year ended
December 31, 1999, as compared to $2,873,193 of such expenses for the same
period in 1998. As substantially all expenses are incurred by the Company's
subsidiary, the 41% increase was significantly attributable to the subsidiary's
expenses, which included rent expense from two training locations, increase in
number of employees and key personnel to accommodate the growing needs of the
Company, depreciation and amortization of property, equipment and intangible
assets, increase in professional fees and non-cash compensation. The amounts at
December 31, 1999 include twelve months of expenses of the subsidiary, as
12
<PAGE>
compared to only four months of expenses at December 31, 1998. During the years
ended December 31, 1999 and 1998, the Company wrote off approximately $105,000
and $42,000, respectively, as bad debt expense as the amounts were deemed not
collectible by management. Also included in the December 31, 1998 expenses is a
$754,000 charge to compensation for stock issued in exchange for services during
the start-up stages of the Company as compared to $148,000 during the year ended
December 31, 1999. A breakdown of the components of the general, administrative
and/or selling expenses for the years ended December 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
Advertising and marketing $177,645 $ 76,346
Bad debt expense 201,618 104,644
Depreciation and amortization 92,798 293,611
General operation expenses 69,274 318,840
Office expenses 42,416 27,121
Payroll expense 1,267,267 1,439,777
Professional fees 47,418 211,000
Rent 77,205 259,800
Telephone and Utilities 37,077 96,401
--------------------------------
$ 2,013,718 $ 2,927,540
================================
</TABLE>
ITEM 3: PROPERTIES AND YEAR 2000 COMPLIANCE.
The Company currently operates out of three facilities: It leases
approximately 11,561 square feet of space at 19950 Mariner Avenue, Torrance, CA
90503 and approximately 6000 square feet at 19772 MacArthur Blvd., Irvine,
California 92615. The Company's primary administrative operations have been
conducted at the Torrance facility. The Irvine facility is primarily composed of
additional classrooms to provide Education Services. The Torrance facility is
subleased from NovaQuest Info Systems, Inc. Under the terms of the sublease, the
monthly rent is $11,395.80. The sublease expires December 31, 2000. The Irvine
lease requires monthly payments of $8,236.20 and expires in September, 2000.
Commencing April 15, 2000, the Company entered into a sublease to lease
approximately 16,339 square feet at 6033 West Century Blvd., Suite 500, Los
Angeles, CA 90045. These facilities shall serve as the Company's new
headquarters. Under the terms of the sublease, the annual rent is $235,281. The
sublease expires September, 2002.
The Company has developed and acquired its computer systems with an
objective to be Year 2000 compliant. To date, the Company has not suffered any
consequences arising out of the Year 2000 compliance issues. The Company does
not believe it will suffer any material adverse consequences from Year 2000
issues.
13
<PAGE>
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 2000: (i) each
stockholder known by the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock; (ii) each director of the Company; and
(iii) all directors and officers as a group.
<TABLE>
<CAPTION>
TITLE OF CLASS(4) NAME AND ADDRESS(5) AMOUNT AND NATURE OF OWNERSHIP PERCENT(6)
----------------- ------------------- ------------------------------ ----------
<S> <C> <C> <C>
Common Stock Noreen Khan, 1,717,435(1) 12.9%
President, Director
Common Stock Lawrence W. Horwitz 1,055,000(2) 7.92%
Secretary, Director
Common Stock Tariq Khan 3,201,667(3) 24.05%
Total Shares held by officers, directors and 5% shareholders: 5,974,102 44.87%
</TABLE>
---------------------------------
(1) This amount includes 175,000 and 170,000 options to purchase common stock
exercisable at $1.00 per share granted to Ms. Khan on January 1, 1999 and
January 1, 2000 respectively.
(2) This amount includes up to 300,000 options exercisable at $1.75; 200,000
shares acquired by Floyd Horwitz, the father of Lawrence W. Horwitz; an
option to purchase 15,000 shares at $1.00 per share granted on January 1,
2000; and, the conversion of a $150,000 secured promissory note in May,
2000 pursuant to the terms of a Settlement and Conversion Agreement by and
between companies, of which Mr. Horwitz is a beneficial owner, and the
Company wherein these companies received 500,000 shares of common stock of
the Company (see Certain Relationships).
(3) This amount includes options to purchase 13,000 and 15,000 shares of common
stock at $1.00 per share granted on January 1, 1999 and January 1, 2000
respectively. These shares are held beneficially by Mr. Khan as a principal
of Knightrider Investments. Tariq Khan is the son of Noreen Khan, the
president of the Company.
(4) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
(5) c/o Company's address: 6033 West Century Blvd., Suite 500, Los Angeles, CA
90045.
(6) The percentage calculation is based on 13,312,959 shares on a fully diluted
basis which included 11,840,959 shares issued and outstanding as of
September 30, 2000, and 1,472,000 options to purchase common stock issued
as of September 30, 2000.
ITEM 5: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
------------------- --- -----------------------
<S> <C> <C>
Noreen Khan 52 President ,Treasurer, Director
Lawrence W. Horwitz 40 Director, Secretary, General Counsel
</TABLE>
NOREEN KHAN, President and CEO of the Company since May of 1998 and a
member of the Board of Directors since October of 1998. Ms. Khan was employed by
Tansa Group as a business consultant from May, 1993 through August, 1996. From
September, 1996 through April, 1998 Ms. Khan was the financial officer of United
Golf Properties, Inc., a privately held real estate investment trust
specializing in the acquisition and operation of golf course properties. Ms.
Khan is responsible for the business development, financial management and
overall strategic planning and expansion of the Company.
14
<PAGE>
LAWRENCE W. HORWITZ, Director since November 1999. Mr. Horwitz was a
founding shareholder of the Irvine, California law firm of Horwitz & Beam in
1992. During the second quarter of 1999, Mr. Horwitz sold his interest in
Horwitz & Beam to Mr. Beam and, as a result, Mr. Horwitz is no longer an
officer, director or shareholder of Horwitz & Beam. Mr. Horwitz remains a Senior
Attorney with Horwitz & Beam and spends approximately 60% of his working time
practicing law with Horwitz & Beam. He specializes in the securities law aspects
of private and public offerings. He is currently a member of the Board of
Directors of Beta Oil and Gas, Inc. (NASDAQ Small Cap: BETA) and was involved in
that company's initial public offering in 1999. The balance of Mr. Horwitz' time
is spent working for Strawberry Canyon Capital, Inc., of which he is the sole
shareholder, officer and director. Strawberry Canyon functions as a venture
capital fund, making early stage investments, primarily the general partner of
two bridge loan funds: Westport Capital Partners, Ltd. and Laguna Pacific
Partners, Ltd. These bridge loan funds provide early stage financing for
primarily technology oriented companies positioning to complete a private or
public offering of securities. He is a graduate of the University of California,
Berkeley Haas School of Business (B.S.) and the Boalt Hall School of Law (J.D.)
There is no director or executive officer of the Company which serves on a
board of, or occupies a position in a company that would cause a conflict of
interest.
ITEM 6: EXECUTIVE COMPENSATION
Set forth below is a summary of compensation for the Company's officers for
fiscal years 1999. There are no annuity, pension or retirement benefits proposed
to be paid to officers, directors or employees of the Company in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the Company or its subsidiary.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
================================================================================
Name and Annual Compensation
Principal Position -------------------
Year Salary Stock Options
<S> <C> <C> <C>
Noreen Khan 1999 $66,000 175,000
CEO, President,
Secretary & CFO
Meenaz Hudani
CIO 1999 $60,000 -0-
Ralph Hutchinson
VP, Marketing 1999 $60,000 -0-
Linda Ruby
VP, Professional
Placement 1999 $54,000 -0-
================================================================================
</TABLE>
The foregoing options are at an exercise price of $1.00.
The Company's By-laws state that Directors of the Company shall not receive
any stated salary for their services, but, by resolution of the Board of
Directors, a fixed sum and expense of attendance, if any, may be allowed for
attendance at each regular and special meeting of the Board of Directors. The
Company maintains directors and officers liability insurance. To date, the
Company has not paid any fixed sum for expenses to board members for attendance
at Board of Director meetings or in discharging their obligations as Board
members.
15
<PAGE>
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is in the development stage of the new business plan it
launched in October 1999. Further, the Company has never conducted profitable
operations until the quarter ended June 30, 2000. Based upon the foregoing, the
Company believes that it has had difficulty in attracting substantial investment
capital, outside its present management team and principal shareholders. As a
result, the Company believes that each of the transactions set forth in this
section were on terms that were as favorable as those that could have been
obtained from unaffiliated parties, in that the Company has attracted limited
capital from unaffiliated parties as of the date of this filing, and those
transactions were conducted on terms similar or identical to the terms set forth
below.
Noreen Khan, the president of the Company, has entered into the following
transactions with the Company:
(1) In May, 1998 she entered into a Subscription Agreement pursuant
to which she provided $53,487 in debt financing which was
converted into equity during the fourth quarter of 1999 at the
rate of $.20 per share, in accordance with the original terms of
the Subscription Agreement;
(2) In April, 1998 she acquired 100,000 shares of the Company under
Rule 504 of Regulation D at the price of $.15 per share;
(3) In July, 1998 she acquired 200,000 shares of the Company under
Rule 506 of Regulation D at the price of $.15 per share;
(4) During calendar year 1999 Ms. Khan received 800,000 shares as
additional compensation for services rendered to the Company.
(5) On January 1, 1999, Ms. Khan was issued options to purchase
175,000 shares of common stock of the Company at $1.00 per share;
and,
(6) On January 1, 2000, Ms. Khan was issued options to purchase
170,000 shares of common stock of the Company at $1.00 per share.
Tariq Khan, the son of the President of the Company, has entered into the
following transactions with the Company:
(1) In May, 1998, he entered into a Subscription Agreement pursuant
to which he provided $640,000 in debt financing which was
converted into equity during the fourth quarter of 1999 at the
price of $0.20 per share (for 3,200,000 shares), in accordance
with the original terms of the Subscription Agreement;
(2) In November, 1998, Manhattan West, Inc., a corporation controlled
by Mr. Khan entered into a Consulting Agreement with the Company
for marketing, general business and public relations services for
a one year period. Manhattan West was paid $112,000 in stock at
the price of $1.68 per share (66,667 shares in the aggregate) for
these services; and,
(3) During 1998 Mr. Khan received 500,000 shares for consulting
services provided to the Company valued at $175,000. These
services included strategic planning of the business plan which
commenced implementation in October, 1999, identification of key
personnel to implement this business plan, budgeting and
capitalization planning and general business consulting and
advice;
(4) On January 1, 1999, Mr. Khan was granted options to purchase
13,000 shares of common stock of the Company at $1.00 per share;
and
(5) On January 1, 2000, Mr. Khan was granted options to purchase
15,000 shares of common stock at $1.00 per share.
16
<PAGE>
Ramsey Hakim, former Chairman of the Board of the Company entered into the
following transactions with the Company:
(1) In November, 1998 the Company entered into a one year Consulting
Agreement with Mr. Hakim. The amount due under this Consulting
Agreement was converted into 100,000 restricted shares of stock
during the fourth quarter of 1999 at a value of $1.86 per share;
(2) During 1998, Mr. Hakim received 250,000 shares for services
provided as the Chairman of the Board of the Company valued at
$87,500;
(3) On January 1, 1999 the Company issued Mr. Hakim 13,000 options
exercisable at $1.00 per share in accordance with the
Company's annual issuance of options to key employees,
consultants, officer and directors of the Company; and
(4) On January 1, 2000 the Company issued Mr. Hakim 15,000 options
exercisable at $1.00 per share in accordance with the Company's
annual issuance of options to key employees, consultants, officer
and directors of the Company.
Lawrence W. Horwitz, a member of the Board of the Directors of the Company
and its General Counsel and Secretary and his father Floyd Horwitz entered into
the following transactions with the Company:
(1) In November 1999, Mr. Horwitz received the right to receive up to
300,000 options exercisable at $1.75 per share. These options
vest at the rate of 225 for each hour of service provided by Mr.
Horwitz on behalf of the Company. The exercise price is payable
$1.00 in services at the rate of $225 per hour and $.75 in cash.
As of October 31, 2000, the maximum 300,000 options had vested;
(2) In December 1999, Floyd Horwitz, the father of Lawrence Horwitz,
acquired 200,000 shares of the Company at the price of $0.25 per
share;
(3) In December 1999, Laguna Pacific Partners, LLP and Knight-Rider
Investments, Inc. provided $150,000 and $100,000 respectively
through a secured promissory note financing. In May, 2000, the
Company determined that it would be unable to pay back these sums
and as a result, the Company negotiated to convert these notes
into shares of common stock of the Company. Strawberry Canyon
Capital, Inc. paid the amount owed to Laguna Pacific Partners,
LLP and accordingly the notes were converted into 475,000 shares
to Strawberry Canyon Capital, Inc., 25,000 to Laguna Pacific and
333,333 shares to KnightRider (at the conversion rate of $0.33
per share). The Company recorded an additional expense of
$250,000 as a result of the beneficial conversion feature in
fiscal 1999. Lawrence W. Horwitz, Director, is the sole
shareholder of Strawberry Canyon Capital, Inc., one of the
general partners of Laguna Pacific Partners, LLP; and
(4) On January 1, 2000, Mr. Horwitz was granted options to purchase
15,000 shares of common stock at $1.00 per share.
ITEM 8: LEGAL PROCEEDINGS
The Company is not a plaintiff or a defendant in any legal proceedings.
However, on or about March 22, 2000, the Company reached a verbal agreement
with Revenue Officer John Graham of the Internal Revenue Service's Long Beach
office. This agreement related to unpaid withholding taxes for the fourth
quarter of 1998 and the four quarters of 1999. At or about the time of this
agreement, the Company paid $200,000, leaving a balance of $253,366 (this amount
did not include 1999 fourth quarter interest and penalties, as the IRS had not
yet posted these amounts; however an estimate was accrued at 12/31/99.) The
Company has agreed and is paying $15,000 per month until the outstanding past
balance is paid in full.
17
<PAGE>
ITEM 9: MARKET PRICE OF COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A. MARKET INFORMATION
The Company's Common Stock is currently quoted on the Over-The-Counter
Market under the Symbol "INVZ". Set forth below is the trading history of the
Company's Common Stock consisting of the closing price of the Company's common
stock as of the last day of the month indicated, without retail mark-up,
mark-down or commissions and the inter-dealer quotations over the month
indicated, all as displayed by Financial Web at www.financialweb.com:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
1999 CLOSING PRICE HIGH RISK LOW BID
---- ------------- --------- -------
<S> <C> <C> <C>
January 1 - 31 1.62 2.06 1.25
February 1 - February 28 1.50 2.06 1.31
March 1 - March 31 2.03 2.25 1.37
April 1 - April 30 4.50 5.37 1.75
May 1 - May 31 2.25 5.00 1.50
June 1 - June 30 1.47 3.31 1.43
July 1 - July 31 1.19 1.87 1.03
August 1 - August 31 0.94 1.56 0.69
September 1 - September 30 0.87 1.25 0.69
October 1 - October 31 0.87 1.25 0.72
November 1 - November 30 0.78 1.06 0.69
December 1 - December 31 0.75 1.03 0.69
2000
----
January 1 - January 31 1.31 1.31 0.75
February 1 - February 28 0.75 1.22 0.69
March 1 - March 31 0.78 1.19 0.66
April 1 - April 30 0.25 0.56 0.46
May 1 - May 31 0.36 0.53 0.48
June 1 - June 30 0.40 0.44 0.39
July 1 - July 31 0.45 0.76 0.57
August 1 - August 31 0.45 0.45 0.20
September 1 - September 30 0.40 0.80 0.39
October 1 - October 31 0.35 0.50 0.35
November 1 - November 30 0.20 0.41 0.16
------------------------------------------------------------------------------------
</TABLE>
The above quotations are inter-dealer quotations, and the actual retail
transactions may involve dealer retail mark ups, mark downs, or commissions for
market makers of the Company's stock.
Except for 3,405,357 free trading shares, all shares issued by the
Company are "restricted securities" within the meaning of Rule 144 under the
1933 Act. Ordinarily, under Rule 144, a person holding restricted securities for
a period of one year may, every three months, sell in ordinary brokerage
transactions or in transactions directly with a market maker an amount equal to
the greater of one percent of the Company's then-outstanding Common Stock or the
average weekly trading volume during the four calendar weeks prior to such sale.
Future sales of such shares and sales of shares purchased by holders of options
or warrants could have an adverse effect on the market price of the Common
Stock.
In the absence of a security being quoted on the Nasdaq stock market,
or the Company having $2,000,000 in net tangible assets, trading in the Company
would be covered by Rule 15c2-6 of the Exchange Act for non-Nasdaq and
non-exchange listed securities. Under such rule, broker/dealers who recommend
such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with a new worth in excess of $1,000,000 or an annual income
exceeding $200,000 or $300,000, jointly with their spouse) must make a special
written suitability determination for the purchaser and
18
<PAGE>
receive the purchaser's written agreement to a transaction prior to sale.
Securities are also exempt from this rule if the market price is at least $5.00
per share.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure related to the market for penny stocks and for trades in
any stock defined as a penny stock. Under SEC rules, "penny stock" is any
security that has a market price or exercise price of less than $5.00 per share.
In addition, unless exempt, the rules require the broker/dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule
explaining important concepts involving the penny stock market, the nature of
such market, terms used in such market, the broker/dealer's duties to the
customer, a toll-free telephone number for inquiries about the broker/dealer's
disciplinary history, and the customer's rights and remedies in case of fraud or
abuse in the sale. The broker/dealer must disclose commissions payable to both
the broker/dealer and the registered representative, current quotations for the
securities, and if the broker/dealer is the sole market-maker. Finally, monthly
statements have to be sent disclosing recent price information for a penny stock
held in the account and information on the limited market in penny stocks.
These rules have a substantial effect on the liquidation of the
Company's common stock.
B. HOLDERS
As of September 30, 2000, there were approximately 55 registered
holders of the Company's restricted Common Stock, as reported by the Company's
transfer agent. These registered holders include both individuals, as well as
corporations. This figure does not include shares that have been placed into
street name through the Depository Trust Company system.
C. DIVIDENDS
The Company has not paid any dividends on its Common Stock. The Company
currently intends to retain any earnings for use in its business, and therefore
does not anticipate paying cash dividends in the foreseeable future.
D. OPTIONS
On January 1, 1999 the Company authorized up to 500,000 options to
purchase common stock of the Company at an exercise price of $1.00 per share and
issued 201,000 options exercisable at $1.00 per share. These options have a
three year term, and a percentage of which is exercisable on an annual basis
commencing January 1, 2000. These options were issued to various employees,
board of director members, and consultants of the Company.
Also, in November, 1999 the Company issued 300,000 options to Lawrence
W. Horwitz at an exercise price of $1.75. These options are entitled to S-8
registration rights in the event the Company becomes a Reporting Company within
the meaning of the Securities Exchange Act of 1934.
On January 1, 2000, the Company issued options to purchase 285,000
shares of common stock of the Company at the price of $1.00 per share to key
employees, officers and directors of the Company. These options have a three
year term, and a percentage of which is exercisable on an annual basis
commencing January 1, 2001. These options were issued to various employees,
board of director members, and consultants of the Company.
E. TRANSFER AGENT
The Company's transfer agent is Alpha Tech Stock Transfer, 929 East
Spires Lane, Drapers, Utah, 84020, the agent's telephone number is (801)
571-5118.
19
<PAGE>
ITEM 10: RECENT SALES OF UNREGISTERED SECURITIES
The Company has offered securities to investors who have a previous business
relationship with either an officer, director or greater than 5% shareholder of
the Company. There has been no solicitation of accredited or non-accredited
investors who do not meet this standard.
On April 3, 1998, the Company (which was then known as Zebulon Enterprises) had
1,142,857 shares issued and outstanding, all of which were free-trading. These
shares were issued for nominal consideration in a private placement that was
conducted in 1990.
Simultaneous with the closing of the Zebulon acquisition, the Company sold
1,114,000 shares of common stock to six accredited investors at $.085 per share.
The aggregate proceeds raised was $94,690. Each of these investors completed a
subscription agreement with the Company wherein they asserted facts
demonstrating that they met the definition of accredited investor as that term
is used in Regulation D of the Securities Act 1933. In issuing these shares, the
Company relied on an exemption available under Rule 504 of Regulation D.
In May 1998, the Company entered into two Subscription Agreements with
accredited investors providing for up to $850,000 in debt convertible into
common stock at the price of $0.20. One of these investors was the President of
the Company. The other investor was Tariq Khan, son of the President, and
consultant to the Company. In April 2000, the Company converted all of the debt
($693,487 in the aggregate) into 3,467,435 shares of restricted common stock.
The shares were issued pursuant to an exemption from registration available
under 4(2). Both Mr. and Ms. Khan are accredited investors and affiliates of the
Company. See Item 7 "Certain Relationships and Related Party Transactions" for
additional information regarding these transactions.
During 1998, the Company issued 800,000, 500,000 and 250,000 shares to Noreen
Khan (President of the Company), Tariq Khan (Noreen Khan's son and
marketing/public relations consultant), and Ramsey Hakim (Chairman of the Board
of the Company), respectively and the Company recorded compensation expense in
the amount of $737,000 during the year ended December 31, 1998. The Company also
issued 250,000 shares to Mr. Peter Zmudski for services rendered. The shares
were valued at $1.00 per share. The Company issued 50,000 shares to Mr. Jack
Madha for services rendered. The shares issued in May 1998 were valued at $.15
per share. Each of these investors are accredited investors with a pre-existing
business relationship with the Company. See Item 7 "Certain Relationships and
Related Party Transactions" for additional information regarding these
transactions.
During May to September 1998, the Company sold 1,400,000 shares of restricted
common stock under Rule 506 at the price of $0.15 per share. There were 13
accredited investors in this transaction and 100% of the proceeds, $210,000, was
provided directly to the Company. All offers and sales were made only to
accredited investors. All but tow of the investors invested in June, 1998, the
final two investors invested in September, 1998. Each of these investors
completed a subscription agreement with the Company wherein they asserted facts
demonstrating that they met the definition of accredited investor as that term
is used in Regulation D of the Securities Act 1933. In issuing these shares, the
Company relied on an exemption available under Rule 506 of Regulation D.
In September 1998, the Company issued 520,000 shares of its common stock in
connection with the acquisition of certain assets from NovaQuest Infosystems,
Inc. ("NovaQuest".) Of these shares, 200,000 were issued to NovaQuest and
320,000 were issued directly to five employees of NovaQuest. These individuals
are: Greg Goeser, 29,133 shares; Asif Hudani, 76,160 shares; Zeb Bhatti, 150,707
shares; Dr. Nasir Khaja, 54,400 shares; and, Sheila Johns, 9,600 shares. The
shares were issued directly to the employees at the instruction of NovaQuest.
While it is the understanding of the Company based upon discussions with
NovaQuest, that these employees were owners of NovaQuest, the Company did not
independently verify this representation. These shares were not provided as
either a signing bonus or for services to be rendered in the future to the
Company. NovaQuest and the NovaQuest employees were sophisticated investors who,
by virtue of the due diligence performed in connection with the asset purchase,
had sufficient access to the information necessary to make an investment
decision in the Company. The shares were issued pursuant to an exemption from
registration available under 4(2) of the Act.
20
<PAGE>
During September 1998, the Company sold 180,000 shares of common stock at $1.00
per share to five accredited investors and 100% of the proceeds were provided
directly to the Company. All offers and sales were made only to accredited
investors. Each of these investors completed a subscription agreement with the
Company wherein they asserted facts demonstrating that they met the definition
of accredited investor as that term is used in Regulation D of the Securities
Act 1933. In issuing these shares, the Company relied on an exemption available
under Rule 506 of Regulation D.
During November 1998, the Company entered into three Consulting Agreements
providing for marketing, general business and public relations services. These
agreements were with Ramsey Hakim, a member of the Company's board of directors
($3,750 per month), Manhattan West, Inc. ($2,500 per month) and Winthrop Venture
Management, Ltd. ($2,500 per month). These Consulting Agreements provided that
all amounts due could be converted into common stock shares at the rate of $0.45
per share. On November 12, 1999, all such amounts due were collectively
converted into a total of 233,334 shares of which 100,000 shares were issued to
Mr. Hakim; 66,667 shares to Manhattan West; and, 66,667 shares to Winthrop
Ventures Fund, Ltd. The shares were issued in reliance on an exemption from
registration available under section 4(2) of the Act.
In December 1998, the Company received $250,000 from a single accredited
investor at the price of $0.625 per share. This investment was part of a
transaction wherein the investor loaned $250,000 to the Company. The loan,
evidenced by a secured promissory note was secured by 400,000 shares of common
stock of the Company. These collateral shares were released to the investor in
December, 1998 when the Company determined that it would be unable to pay the
loan on the due date resulting in a conversion of the debt at the rate of $.625
per share. This investor completed a subscription agreement with the Company
wherein it asserted facts that demonstrate that it meets the definition of
accredited investor as that term is used in Regulation D of the Securities Act
of 1933. In issuing these shares, the Company relied on an exemption from
registration available under 4(2).
Effective January 1, 1999, the Company authorized 500,000 options to purchase
common stock of the Company at an exercise price of $1.00 per share and issued
201,000 options exercisable at $1.00 per share to certain key employees,
directors, officers and consultants.
In March 1999, the Company granted an option to World Trade Group at $.25 per
share for 500,000 shares of common stock of the Company. World Trade Group
exercised the option as to 300,000 shares paying $75,000 to the Company. The
remaining 200,000 options were cancelled by the Company. World Trade Group is an
accredited investor and the Company relied on an exemption from registration
available under Rule 504 of Regulation D of the Act in issuing the shares
purchased pursuant to this option.
In November 1999, the Company entered into a stock option agreement with
Lawrence W. Horwitz, an officer and director of the Company and, a member of the
Company's legal firm, to acquire up to 300,000 shares of common stock
exercisable at $1.75 per share. The options granted provide for registration
rights under Form S-8. Of these options, 225 vest for each hour of service
provided by Mr. Horwitz on behalf of the Company. The exercise price is payable
$1.00 in services at the rate of $225 per hour and $.75 in cash. As of October
31, 2000, the maximum 300,000 options were vested. The Company relied on an
exemption from registration available under Section 4(2) of the Act when
entering into this agreement and issuing the options to Mr. Horwitz. See Item 7
"Certain Relationships and Related Party Transactions".
In November, 1999 the Company entered into a Subscription Agreement with a Floyd
Horwitz, an accredited investor and father of Lawrence W. Horwitz, to sell
200,000 shares at the price of $.25 per share. The Company relied on an
exemption from registration available under Rule 506 of Regulation D of the Act.
See Item 7 "Certain Relationships and Related Party Transactions" for additional
information regarding this transaction.
In December 1999, Laguna Pacific Partners, LLP and Knightrider Investments, Inc.
provided $150,000 and $100,000 respectively through a secured promissory note
financing. On May 3, 2000, the Company determined that it would be unable to pay
back these sums and as a result, the Company negotiated the conversion of this
debt each into 475,000 shares to Strawberry Canyon Capital, Inc., 25,000 to
Laguna Pacific Partners, LLP and 333,333 shares to Knightrider Investments, Inc.
Strawberry Canyon Capital, Inc. paid to Laguna Pacific Partners, LLP the amount
owed by the Company to Laguna Pacific Partners, LLP under this bridge facility.
Lawrence W. Horwitz, Director, is the sole shareholder of Strawberry Canyon
Capital, Inc., one of the general partners of Laguna Pacific Partners,
21
<PAGE>
LLP. Laguna Pacific Partners and Knightrider Investments, Inc. are accredited
investors. The Company relied upon an exemption from registration available
under Section 4(2) of the Act when issuing these securities to these investors.
In January 2000, the Company issued options to purchase 285,000 shares of common
stock of the Company at the price of $1.00 per share to key employees, officers,
directors and consultants of the Company.
In March 2000, the Company received $250,000 from Winthrop Venture Fund, Ltd., a
non-affiliated, accredited investor in exchange for a promissory note due March
1, 2001, bearing interest at the rate of 9% per annum and warrants to purchase a
total of 100,000 shares of common stock at the price of $.80 per share. This
investor entered into subscription and warrant agreement with the Company
wherein the investor asserted facts demonstrating that it was an accredited
investor. This investor has had a long term investment history with the Company.
This note was sold based on an exemption from registration available under 4(2)
of the Act.
In December 1999, Laguna Pacific Partners, LLP and Knightrider Investments, Inc.
provided $150,000 and $100,000 respectively through a secured promissory note
financing. In May 2000, the Company determined that it would be unable to pay
back these sums and as a result, the Company converted each of these investments
into 475,000 shares to Strawberry Canyon Capital, Inc., 25,000 to Laguna Pacific
Partners, LLP and 333,333 shares to Knightrider Investments, Inc. Strawberry
Canyon Capital, Inc. paid to Laguna Pacific Partners, LLP the amount owed by the
Company to Laguna Pacific Partners, LLP under this bridge facility. Lawrence W.
Horwitz, Director and officer of the Company, is the sole shareholder of
Strawberry Canyon Capital, Inc., of the general partners of Laguna Pacific
Partners, LLP. On the date of the initial investment the common stock traded at
$.72 per share. The Company's common stock was trading at $.96 per share. The
debt was converted at a share per $.30 of principal invested. The Company
recorded interest expense of $250,000 on the date of conversion due to the
beneficial conversion as required under GITF No. 98-5.
In June 2000, the Company issued a convertible promissory note to the Harold
Axelrod Revocable Trust, a non-affiliated, accredited investor in exchange for a
convertible debenture. The Debenture matured on December 1, 2000 whereupon all
principal and accrued interest (at the rate of 8% per annum) was due and
payable. The debenture was convertible by Axelrod upon the 120th day after the
execution of the debenture and ending upon the maturity date of December 1,
2000, at the rate of one share of common stock per $.75 of principal amount of
the debenture, or 70% of the five day average of the ask price per share of the
Company's common stock based on the five days preceding Axelrod's notice of its
intent to convert. No accrued interest is payable on conversion. To date, the
Debenture has not been converted, nor paid by the Company. This debenture was
sold based on an exemption from registration availabel under 4(2) of the Act.
In August 2000, the Company received $50,000 from Winthrop Venture Fund, a
non-affiliated, accredited investor in exchange for a promissory note due the
earlier of the raise of $200,000 in a private placement of the Company's
securities or sixty days from the execution date, bearing interest at the rate
of 9% per annum and warrants to purchase 834 shares of common stock at the price
of $.80 per share. This investor entered into subscription and warrant agreement
with the Company wherein the investor asserted facts demonstrating that it was
an accredited investor. This investor has had a long term investment history
with the Company. This note was sold based on an exemption from registration
available under 4(2) of the Act.
In October and November 2000, the Company received $500,000 from Pre-IPO
Ventures, Inc., a non-affiliated, accredited investor to purchase 500,000 shares
of preferred stock of the Company at $1.00 per share. The preferred stock was
duly authorized by the board of directors and shareholder resolutions. This
investor entered into subscription documents with the Company wherein the
investor asserted facts demonstrating that it was an accredited investor. These
shares were offered in reliance on an exemption from registration available
under Rule 506 of Regulation D of the Act.
22
<PAGE>
ITEM 11: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company's Articles of Incorporation authorize the issuance of
100,000,000 shares of Common Stock, $.001 par value per share, of which
11,840,959 shares were issued and outstanding as of September 30, 2000.
Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of
liabilities. Holders of Common Stock have no right to convert their Common Stock
into any other securities. The Common Stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and nonassessable.
On August 29, 2000, the Board of Directors and holders of 50.4% of the
outstanding common stock of the Company approved and recommended the amendment
of its charter to change the total authorized common stock to 100,000,000 and to
authorize the creation of a class of preferred stock consisting of 10,000,000
shares. The amendment also designates 2,000,000 shares of the Preferred Stock as
Series A Preferred stock. The Charter Amendment was filed on December 11, 2000
with the State of Delaware, Secretary of State. It is intended, upon the filing
of the Charter Amendment with Delaware, 1,833,333 shares of the Series A
Preferred stock will be immediately issued.
Holders of Series A Preferred stock are entitled to preference in
liquidation distributions (to the extent of the offering price per share) over
the Company's common stock. Upon a liquidation, dissolution or winding-up of the
Company, the holders of the Series A Preferred stock will be entitled to receive
$1.00 per Series A Share before any distributions to holders of common stock.
Each shares is convertible into one share of the Company's common stock. IN the
event the shares of common stock of the Company close at a trading price of at
least $1.50 for 15 consecutive trading days, then the Company shall have the
right to require the conversion of the preferred stock. If the gross revenues of
the Company for calendar 2000 are $5 million or greater, there will be no
adjustment to the conversion ratio. If such gross revenues are less than $5
million, the conversion ratio will be reduced on a pro rata basis. Each Series A
Preferred stock is entitled to a quarterly cumulative divided of $.025 per share
accruing each January 1, April 1, July 1 and October 1, commencing October 1,
2000. The Company is obligated to register the underlying shares of common stock
in any subsequent registration statement filed by the Company with the
Securities and Exchange Commission, so that holders of the Convertible Preferred
Stock shall, after conversion into common shares, be entitled to sell the same
simultaneously with and upon the terms and conditions as the securities sold for
the account of the Company. The Series A Preferred shares are entitled to votes
equal to the number of shares of common stock into which such shares are
convertible.
ITEM 12: INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has adopted provisions in its Articles of Incorporation and
bylaws that limit the liability of its directors and provide for indemnification
of its directors and officers to the full extent permitted under the Delaware
General Corporation Law. Under the Company's Articles of Incorporation, and as
permitted under the Delaware General Corporation Law, directors are not liable
to the Company or its stockholders for monetary damages arising from a breach of
their fiduciary duty of care as directors. Such provisions do not, however,
relieve liability for breach of a director's duty of loyalty to the Company or
its stockholders, liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, liability for transactions
in which the director derived as improper personal benefit or liability for the
payment of a dividend in violation of Delaware law. Further, the provisions do
not relieve a director's liability for violation of, or otherwise relieve the
Company or its directors from the necessity of complying with, federal or state
securities laws or affect the availability of equitable remedies such as
injunctive relief or recession.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that may result in a claim for indemnification by any director or
officer.
23
<PAGE>
ITEM 13: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Attached as Exhibits to this Form 10 are the financial statements required by
this Item. Also attached as Exhibits to this Form 10 is the Company's 10-QSB
filed with the SEC for the quarters ending March 31, 2000 and June 30, 2000 and
September 30, 2000.
ITEM 14: ACCOUNTANTS AND FINANCIAL DISCLOSURES
The Registrant has engaged Corbin & Wertz, certified public
accountants, 2603 Main Street, Suite 600 Irvine, California 92614 ("Corbin &
Wertz") as its independent accountants for all accounting purposes related to
the Registrant's business operations and the Registrant's reporting
requirements. Corbin & Wertz replaces Kabani & Company, Inc., Certified Public
Accountants, as the Registrant's principal accountants as of August 14, 2000
("Kabani") for this purpose. The principal accountants' report on the financial
statements of the Registrant contained no adverse opinion or a disclaimer of
opinion, or was qualified nor modified as to audit scope, or accounting
principles. The principal accountants' report included an explanatory paragraph
describing an uncertainty regarding the Company's ability to continue as a going
concern. The engagement of Corbin & Wertz was approved by the Board of
Directors.
The Company had engaged Kabani & Company, Inc., certified public
accountants, Fountain Valley, California ("Kabani") as its independent
accountant solely for the purposes of the review of the Company's quarterly
statements for the quarter ending March 31, 2000 and June 30, 2000. Kabani
replaced Stonefield Josephson, Inc., Certified Public Accountants, as its
principal accountant as of May 11, 2000 ("Stonefield") for this purpose. The
principal accountant's report on the financial statements of the Registrant
contained no adverse opinion or a disclaimer of opinion, or was qualified nor
modified as to uncertainty, audit scope, or accounting principles. The
engagement of Kabani was approved by the Board of Directors.
During the Registrant's two most recent fiscal years and any subsequent
interim period preceding such registration, declination, or dismissal, there
were no disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
ITEM 15: FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
The following financial statements are included herein:
Audited Financial Statements for the Fiscal Years ended 1998 and 1999
24
<PAGE>
INETVISIONZ.COM, INC.
(FORMERLY KNOW AS TAO PARTNERS, INC.)
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
CONTENTS
INDEPENDENT AUDITORS' REPORT F-1
CONSOLIDATED FINANCIAL STATEMENTS:
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-5-6
Notes to Financial Statements F-7-22
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Inetvisionz.com, Inc.
Torrance, California
We have audited the accompanying consolidated balance sheet of Inetvisionz.com,
Inc. as of December 31, 1999, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 1999 and 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Inetvisionz.com, Inc. as of December 31, 1999, and the results of its operations
and its cash flows for the two years then ended in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the financial
statements, the Company has incurred net losses from operations, has negative
cash flows from operations, and has a net capital deficiency. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Santa Monica, California
March 23, 2000
F-1
<PAGE>
INETVISIONZ.COM, INC.
CONSOLIDATED BALANCE SHEETS - DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash 1,000
Cash - restricted 107,957
House accounts receivable, net of allowance
for doubtful accounts of $112,941 333,639
Common stock receivable (collected in January 2000) 50,000
Other current assets 23,220
-------------
Total current assets $ 515,816
PROPERTY AND EQUIPMENT, net of accumulated
depreciation and amortization 402,396
OTHER ASSETS:
Customer lists, net 205,436
Product license, copyrights, trademark and concept, net 183,425
Covenant not to compete, net 36,685
Loan receivable - related party 12,750
-------------
Total other assets 438,296
--------------
$ 1,356,508
==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses 1,164,457
Deferred revenues 90,451
Loan payable, bank 100,015
Notes payable, related parties,
net of unamortized discount 211,000
-------------
Total current liabilities $ 1,565,923
STOCKHOLDERS' DEFICIT:
Common stock; $0.001 par value, 71,428,571 shares
authorized, 11,007,626 shares issued and outstanding 11,007
Additional paid-in capital 5,074,873
Accumulated deficit (5,295,295)
-------------
Total stockholders' deficit (209,415)
--------------
$ 1,356,508
==============
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE>
INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended Year ended
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
NET REVENUES $ 2,280,489 $ 1,016,633
COST OF REVENUES 1,098,990 458,015
----------- -----------
GROSS PROFIT 1,181,499 558,618
----------- -----------
OPERATING EXPENSES:
General and administrative 2,772,165 1,259,718
Non-cash compensation 917,976 1,272,000
Interest expense 361,387 341,475
----------- -----------
4,051,528 2,873,193
----------- -----------
NET LOSS $(2,870,029) $(2,314,575)
=========== ===========
NET LOSS PER SHARE -
basic and diluted $ (0.38) $ (0.63)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
basic and diluted 7,488,544 3,684,633
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Total
COMMON STOCK Additional stockholders'
------------ paid-in Accumulated (DEFICIT)/
SHARES AMOUNT CAPITAL DEFICIT EQUITY
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1998 1,142,857 $ 1,143 $ 107,097 $ (110,691) $ (2,451)
Shares issued during private placements,
including expense recognized from sale of stock
at less than fair value 3,094,000 3,094 1,156,596 -- 1,159,690
Shares issued per asset acquisition agreement 520,000 520 499,480
-- 500,000
Beneficial conversion feature of debt to equity 341,475 341,475
Shares issued in exchange for services 2,050,000 2,050 827,950 -- 830,000
Net loss for the year ended December 31, 1998 -- -- -- (2,314,575) (2,314,575)
----------- ------------ ----------- ----------- -----------
Balance at December 31, 1998 6,806,857 6,807 2,932,598 (2,425,266) 514,139
Shares issued during private placements,
including expense recognized from sale of stock
at less than fair value 200,000 200 143,400 -- 143,600
Exercise of stock options 300,000 300 74,700 -- 75,000
Shares issued to related parties upon
conversion of debt 3,467,435 3,467 690,020 -- 693,487
Beneficial conversion feature of debt to equity 352,012 352,012
Options granted to consultants in exchange for
services rendered 449,375 -- 449,375
Shares issued to related parties in
exchange for services 233,334 233 391,768 -- 392,001
Warrants granted during private offering (see Note 10) 41,000 -- 41,000
Net loss for the year ended
December 31, 1999 -- -- -- (2,870,029) (2,870,029)
----------- ------------ ----------- ----------- -----------
Balance at December 31, 1999 11,007,626 $ 11,007 $ 5,074,873 $(5,295,295) $ (209,415)
=========== ============ =========== =========== ===========
See accompanying notes to consolidated financial statements.
</TABLE>
F-4
<PAGE>
INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
Year ended Year ended
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
Net loss $ (2,870,029) $ (2,314,575)
--------------- ----------------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED
BY (USED FOR) OPERATING ACTIVITIES:
Allowance for doubtful accounts 104,644 41,539
Depreciation and amortization 285,611 92,798
Options and stock compensation 917,976 1,272,000
Interest expense arising primarily from
beneficial conversion feature 354,012 341,475
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN ASSETS:
Accounts receivable 42,439 (516,019)
Other current assets (14,268) (8,952)
INCREASE (DECREASE) IN LIABILITIES:
Accounts payable and accrued expenses 633,592 528,414
Deferred income 34,113 83,338
--------------- ----------------
Total adjustments 2,358,119 1,834,593
--------------- ----------------
Net cash used for operating activities (511,910) (479,982)
--------------- ----------------
CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES:
Cash - restricted (107,957) -
Advances on loan receivable (12,750) (33,242)
Payments to acquire property, equipment and intangibles (171,168) (535,183)
--------------- ----------------
Net cash used for investing activities (291,875) (568,425)
--------------- ----------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from officer-stockholders 352,012 341,475
Proceeds from notes payable, related parties 250,000 -
Proceeds from loan payable, bank 100,015 -
Common stock receivable 23,692 -
Proceeds from private placements, net of offering costs 75,000 710,998
--------------- ----------------
Net cash provided by financing activities 800,719 1,052,473
--------------- ----------------
NET INCREASE (DECREASE) IN CASH (3,066) 4,066
CASH, beginning of year 4,066 -
--------------- ----------------
CASH, end of year $ 1,000 $ 4,066
=============== ================
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
INETVISIONZ.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
Year ended Year ended
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 800 $ 800
=============== ================
Cash paid for interest $ - $ -
=============== ================
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND
INVESTING ACTIVITIES:
Shares issued in exchange for services $ 375,001 $ 830,000
=============== ================
Shares issued per asset acquisition agreement $ - $ 500,000
=============== ================
Shares issued upon conversion of debt $ 693,487 $ -
=============== ================
Shares issued upon conversion of accrued consulting fees $ 17,000 $ -
=============== ================
Common stock receivable $ 50,000 $ 23,692
=============== ================
Common stock options granted for services rendered $ 449,375 $ -
=============== ================
Expense recognized from sale of stock at less than
fair value $ 93,600 $ 425,000
=============== ================
Beneficial conversion feature of debt to equity $ 352,012 $ 341,475
=============== ================
Warrants granted during Private Offering (see Note 10) $ 41,000 $ -
=============== ================
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL:
Martinique Ventures, Inc. was incorporated in the State of
Delaware on February 18, 1988 as a C corporation. On July 9,
1997, Martinique Ventures, Inc. changed its name to Zebulon
Enterprises, Inc.
Pursuant to a share acquisition agreement dated March 31,
1998, all the outstanding common stock (1,142,857 shares) of
Zebulon Enterprises, Inc. was purchased for $114,286 and
accordingly, there was a change in control of the Company.
Immediately following this transaction, the new stockholders
changed its name from Zebulon Enterprises, Inc. to TAO
Partners, Inc. and on April 30, 1999, changed its name to
Inetvisionz.com, Inc. (the "Company").
During September 1998, the Company acquired certain assets of
a computer training division from NovaQuest InfoSystems, Inc.
and transferred its assets to Inetversity, Inc., a wholly
owned subsidiary. Until this time, the Company had no
operations.
PRINCIPLES OF CONSOLIDATION:
The accompanying consolidated financial statements include the
accounts of Inetvisionz.com, Inc. (the "Parent"), and its
wholly owned subsidiary, Inetversity, Inc. All material
intercompany transactions have been eliminated in
consolidation.
BUSINESS ACTIVITY:
The Company and its subsidiary provide education through the
distance learning environment and develop and deliver
technology training lessons using the Internet as a means of
delivery. The Company also plans to provide major corporations
e-commerce solutions to conduct business via the Internet.
USE OF 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 and disclosure 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
estimates.
F-7
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
REVENUE RECOGNITION:
TUITION REVENUES
The Company, through its iNetVersity subsidiary, recognizes
tuition revenue from corporate and individual customers
(excluding JTPA and ETP) as services are performed over the
term of each enrollment, usually ranging from 1 week to 20
weeks.
The Company, through its iNetversity subsidiary, also provides
tuition services and technical training under Federal and
State funded Job Training Programs, which are as follows:
Job Training Placement Act ("JTPA"): The Company currently has
yearly contracts with nine Southern California organizations
under the JTPA. Pursuant to these agreements, the Company
recognizes tuition revenue at various stages after services
have been performed without any further contingencies or
performance obligations, and thereby have earned the right to
receive and retain payments for services billed. A summary of
the various stages is as follows:
25% - Upon enrollment in the training program and
attainment of one learning objective of core training
(not less than 15 hours) and submission of
verification of enrollment, timesheets and
corresponding invoice by the Company to the
respective agency.
50% - Upon satisfactory completion of at least 50% of
the designated course hours and competencies as
outlined in the course curriculum and attainment of
test scores or achievement levels prescribed in the
curriculum. The Company is responsible for submitting
corresponding timesheets, performance evaluations and
test scores documenting activity and related invoice
to the respective agency.
25% - Upon satisfactory completion of the remaining
curriculum hours and being placed in unsubsidized
employment of 8 hours or more. The Company is
responsible for submitting corresponding timesheets,
correspondence documenting activity, evidence of
employment with certain information and related
invoice to the respective agency.
Employment Training Panel ("ETP") - The Company currently has
a contract under the ETP and is funded by the State of
California. Pursuant to this agreement, the Company recognizes
tuition revenue after services have been completed without any
further contingencies or performance obligations, and thereby
have earned the right to receive and retain payments for
services billed. The Company is entitled to receive progress
payments at various stages, a summary of which is as follows:
20% - Upon services rendered in connection with
enrollment of students in the training program and
submission of verification of enrollment, timesheets
and corresponding invoice by the Company to the
respective agency.
80% - Upon satisfactory completion of the curriculum
hours and continual employment for 91 consecutive
days after placement by the Company. The Company is
responsible for submitting corresponding timesheets,
correspondence documenting activity, evidence of
employment with certain information and related
invoice to the respective agency.
F-8
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
REVENUE RECOGNITION, CONTINUED:
CONSULTING REVENUES
The Company, through its iNetproz division, plans to recognize
revenue upon permanent placement of technical personnel with
the Company's customers at revenue amounts to be determined on
an individual basis. In the event, that the employer of the
permanently placed iNetversity candidate is dissatisfied with
the candidates performance within the initial 30 days of
employment, the Company would be obligated to replace the
candidate at their cost, provided the employer has paid their
fees in full. The Company will only recognize revenues 30 days
after satisfactory placement of technical placement.
The Company, through its iNetproz division, also plans to
provide computer consulting and technical support on internal
computer networks on an hourly basis and temporary placement
of technical personnel in exchange for a percentage of their
hourly wage rates. The Company, through its iNetecommerce
division, also plans to implement primarily internet based
business plans developed internally and externally. The
Company will recognize revenues for these services in
accordance with Statement of Position ("SOP") 97-2, Software
Revenue Recognition, as amended by SOP 98-4 and SOP 98-9, in
that revenues from multiple software arrangements will be
allocated to each element of the arrangement based on the
relative fair values using specific objective evidence as
defined in the SOPs. If no such objective evidence exists,
revenues from the contracts will not be recognized until the
entire contract is completed and accepted by the customer.
Once the amount of the revenue for each element is determined,
the Company will recognize revenue as each element is
completed and accepted by the customer. For contracts that
require significant production, modification or customization
of software, the Company applies percentage of completion
contract accounting in conformity with ARB. No. 45 and SOP
81-1.
The Company plans to recognize consulting and technical
support revenues only when no further contingencies or
material performance obligations are warranted, and thereby
would have earned the right to receive and retain payments for
services performed and billed.
DEFERRED REVENUES
Deferred revenue represents amounts received as non-refundable
deposits on student enrollments for which, the revenue is not
yet recognizable as the services have not yet been performed.
The deposits received are non-refundable. However, the Company
honors delayed enrollments at a future date, for as long as a
timely notice as determined on an individual basis is provided
to the Company.
FAIR VALUE:
Unless otherwise indicated, the fair values of all reported
assets and liabilities which represent financial instruments,
none of which are held for trading purposes, approximate the
carrying values of such amounts.
F-9
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
CASH:
EQUIVALENTS
For purposes of the statement of cash flows, cash equivalents
include all highly liquid debt instruments with original
maturities of three months or less which are not securing any
corporate obligations.
CONCENTRATION
The Company maintains its cash in bank deposit accounts which,
at times, may exceed federally insured limits. The Company has
not experienced any losses in such accounts.
PROPERTY AND EQUIPMENT:
Property and equipment are stated at cost. Expenditures for
maintenance and repairs are charged to earnings as incurred,
whereas, additions, renewals, and betterments are capitalized.
When property and equipment are retired or otherwise disposed
of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included
in operations. Depreciation is computed using the
straight-line method over the estimated useful lives of 3-5
years.
Leasehold improvements are being amortized straight line over
its estimated useful life of 60 months.
INTANGIBLES:
During September 1998, the Company entered into a non-compete
agreement and acquired customer lists, product licenses and
copyrights from the training division of Novaquest
InfoSystems, Inc. Based on management's best estimates, the
Company allocated $600,000 to these intangible assets, which
are stated at cost and are being amortized straight-line over
the estimated useful lives of 60 months from the date of
acquisition.
F-10
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED
OF:
The Company adopted the provision of FASB No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. This statement requires that
long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by
the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which
the carrying amounts of the assets exceed the fair values of
the assets. In estimating expected future cash flows for
determining whether an asset is impaired and if expected
future cash flows are used in measuring assets that are
impaired, assets will be grouped at the lowest divisional
level for which there are identifiable cash flows that are
largely independent of the cash flows of other groups of
assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. In the
event that an impairment is recognized, appropriate
disclosures would be made at the lowest divisional level.
Adoption of this statement did not have a material impact on
the Company's financial position, results of operations or
liquidity.
INVESTMENT:
The Company owns 50% of the outstanding common stock of
LiquidationBid.com, a start-up company. This investment is
accounted for by the equity method, as the Company does not
have control.
There is no cost basis in this investment and there are no
assets, liabilities nor operating activities of the investee.
Pursuant to APB 18, "The Equity Method of Accounting for
Investments in Common Stock," there are no recorded amounts
included in the financial statements.
ACCOUNTING FOR STOCK-BASED COMPENSATION:
The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB 25) and related interpretations in accounting for its
employee stock options because the alternative fair value
accounting provided for under FASB Statement No. 123,
"Accounting for Stock-Based Compensation," requires use of
option valuation models that were not developed for use in
valuing employee stock options. Under APB 25, because the
exercise price of the Company's employee (including
non-employee directors) stock options equals the fair market
value of the underlying stock on the date of grant, no
compensation expense is recognized. The Company follows FASB
No. 123 to account for stock based compensation to all
consultants, excluding non-employee directors.
F-11
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
INCOME TAXES:
The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," which adopts the asset and liability approach to
measurement of temporary differences between financial
reporting and income tax return reporting. The principal
temporary difference is the Federal and State net operating
loss carryforward. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred
tax assets will not be realized as future taxable income is
not certain during the carryforward period. Deferred tax
assets and liabilities are adjusted for effects of changes in
tax laws and rates on the date of enactment. Federal net
operating loss carryforward starts to expire on December 31,
2018 and California state net operating loss carryforward
starts to expire on December 31, 2003. A summary is as
follows:
<TABLE>
<CAPTION>
FEDERAL STATE
---------------------------------- -----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net operating loss
carryforward $ 4,800,000 $ 2,400,000 $ 4,800,000 $ 2,400,000
Estimated tax rate 35% 35% 6% 6%
---------------- -------------- -------------- --------------
Deferred tax benefit 1,680,000 840,000 288,000 144,000
Less valuation allowance 1,680,000 840,000 288,000 144,000
---------------- -------------- -------------- --------------
$ - $ - $ - $ -
================ ============== ============== ==============
</TABLE>
NET LOSS PER SHARE:
Basic and diluted net loss per share have been calculated
based upon the weighted average number of common shares
outstanding during the period. Common equivalent shares have
been excluded from the calculation of diluted earnings per
share as their impact would be anti-dilutive.
SEGMENT:
As substantially all the Company's operations occur at the
subsidiary level, and based on the Company's integration and
management strategies, the Company currently believes it
operates in two business segments, which are as follows:
- Provide education through the distant learning environment
using the internet and traditional classroom setting;
- Provide corporations e-commerce solutions through web
consulting.
F-12
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
SEGMENT, CONTINUED:
In the event the Company starts to operate in additional
business segments in the future, the appropriate segment
disclosures would be made pursuant to Statement of Financial
Accounting Standards No. 131.
During the year ended December 31, 1999 and 1998, the Company
operated primarily to provide education through the Internet
and traditional classroom tuition, which accounted for 98% and
100% of the Company's operations, respectively. The other 2%
of the Company's operation during 1999 was in the
web-consulting and e-commerce division.
NEW ACCOUNTING PRONOUNCEMENTS:
In December 1999, the Securities and Exchange Commission (the
Commission) issued Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements, which is to be applied
beginning with the fourth fiscal quarter of fiscal years
beginning after December 15, 1999, to provide guidance related
to recognizing revenue in circumstances in which no specific
authoritative literature exists. The Company is reviewing the
application of the Staff Accounting Bulletin to the Company's
financial statements, however, any potential accounting
changes are not expected to result in a material change in the
amount of revenues we ultimately expect to realize.
In March 2000, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 44 (Interpretation 44),
"Accounting for Certain Transactions Involving Stock
Compensation". Interpretation 44 provides criteria for the
recognition of compensation expense in certain stock-based
compensation arrangements that are accounted for under APB
Opinion No. 25, Accounting for Stock-Based Compensation.
Interpretation 44 is effective July 1, 2000, with certain
provisions that are effective retroactively to December 15,
1998 and January 12, 2000. Interpretation 44 is not expected
to have any material impact on the Company's financial
statements.
In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 133, as amended by SFAS No. 137,
is effective for fiscal years beginning after June 15, 2000.
SFAS No. 133 requires the Company to recognize all derivatives
as either assets or liabilities and measure those instruments
at fair value. It further provides criteria for derivative
instruments to be designated as fair value, cash flow and
foreign currency hedges and establishes respective accounting
standards for reporting changes in the fair value of the
derivative instruments. Upon adoption, the Company will be
required to adjust hedging instruments to fair value in the
balance sheet and recognize the offsetting gains or losses as
adjustments to be reported in net income or other
comprehensive income, as appropriate. The Company is
evaluating its expected adoption date and currently expects to
comply with the requirements of SFAS 133 in fiscal year 2001.
The Company does not expect the adoption will be material to
the Company's financial position or results of operations
since the Company does not believe it participates in such
activities.
F-13
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
COMPREHENSIVE INCOME:
The Company has adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." As of
December 31, 1999, comprehensive income consisted of net loss
only and accordingly, no statement of comprehensive income has
been provided. In the event components of other comprehensive
income came into existence in the future, a statement of
comprehensive income would then be provided.
GOING CONCERN:
The Company's consolidated financial statements are prepared
using the generally accepted accounting principles applicable
to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. Without the realization of additional capital, it
would be unlikely for the Company to continue as a going
concern. This factor raises substantial doubt about the
Company's ability to continue as a going concern.
Management recognizes that the Company must generate
additional resources to enable it to continue operations. The
Company intends to begin recognizing significant revenues
during early 2000. Management's plans also include the sale of
additional equity securities and debt financing from related
parties. However, no assurance can be given that the Company
will be successful in raising additional capital. Further,
there can be no assurance, assuming the Company successfully
raises additional equity, that the Company will achieve
profitability or positive cash flow. If management is unable
to raise additional capital and expected significant revenues
do not result in positive cash flow, the Company will not be
able to meet its obligations and will have to cease
operations.
(2) MAJOR CUSTOMER:
During the years ended December 31, 1999 and 1998, revenues under the
JTPA accounted for approximately 34% and 30%, respectively. Included in
accounts receivable at December 31, 1999 is approximately $168,000 due
from various agencies under the JTPA.
(3) COMMON STOCK RECEIVABLE:
In December 1999, the Company commenced a private placement offering
(the "Offering") of the Company's common stock at a purchase price of
approximately $0.25 per share pursuant to Regulation D of the
Securities and Exchange Act of 1933. During December 1999, a share
subscription commitment agreement was executed for 200,000 restricted
shares and cash proceeds of $50,000 was received in January 2000.
F-14
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(4) PROPERTY AND EQUIPMENT:
Property and equipment is comprised of the following:
<TABLE>
<CAPTION>
December 31,
1999
----
<S> <C>
Computer and electronic equipment $ 373,137
Office furniture and equipment 168,560
Leasehold improvements 75,350
Automobile 9,305
---------------
626,352
Less accumulated depreciation and amortization 223,956
---------------
$ 402,396
===============
</TABLE>
Depreciation and amortization expense related to property and equipment
for the years ended December 31, 1999 and 1998 amounted to $169,611 and
$54,344, respectively.
(5) CUSTOMER LIST:
A summary is as follows:
<TABLE>
<CAPTION>
December 31,
1999
----
<S> <C>
Customer list $ 280,000
Less accumulated depreciation and amortization 74,564
---------------
$ 205,436
===============
</TABLE>
Amortization expense related to customer list for the year ended
December 31, 1999 and for the period from acquisition of this asset on
September 1, 1998 to December 31, 1998 amounted to $56,000 and $18,564,
respectively.
(6) PRODUCT LICENSE, COPYRIGHTS, TRADEMARK AND CONCEPT:
A summary is as follows:
<TABLE>
<CAPTION>
December 31,
1999
----
<S> <C>
Product license, copyrights, trademark and concept $ 250,000
Less accumulated depreciation and amortization 66,575
---------------
$ 183,425
===============
</TABLE>
Amortization expense related to Product license, copyrights, trademark
and concept for the year ended December 31, 1999 and for the period
from acquisition of these assets on September 1, 1998 to December 31,
1998 amounted to $50,000 and $16,575, respectively.
F-15
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(7) NON-COMPETE AGREEMENT:
A summary is as follows:
<TABLE>
<CAPTION>
December 31,
1999
----
<S> <C>
Non-compete agreement $ 50,000
Less accumulated depreciation and amortization 13,315
---------------
$ 36,685
===============
</TABLE>
Amortization expense related to customer list for the year ended
December 31, 1999 for the period from acquisition of this asset on
September 1, 1998 to December 31, 1998 amounted to $10,000 and $3,315,
respectively.
(8) ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
A summary is as follows:
<TABLE>
<CAPTION>
December 31,
1999
----
<S> <C>
Delinquent payroll taxes payable, including
estimated penalties and interest (see Note 14) $ 554,020
Accounts payable 386,067
Payroll and related taxes 67,000
Professional fees 60,000
Instructor fees 36,131
Courseware and supplies 17,868
Sales commission 14,652
Sales taxes payable, paid in January 2000 12,177
Interest 7,375
Other overhead expenses 9,167
---------------
$ 1,164,457
===============
</TABLE>
MAJOR VENDOR:
Purchases from one vendor (Microsoft Corporation) amounted to
approximately $170,000 and $91,000 for the years ended December 31,
1999 and 1998, respectively, representing approximately 20% of total
courseware purchases in both years. Included in accounts payable and
accrued expenses at December 31, 1999 is approximately $57,000 due to
this vendor. The Company purchases courseware from this vendor under no
contractual relationship and at competitive market prices.
SUBSEQUENT EVENT:
During March 2000, the Company used the cash proceeds raised from the
Private Offering in March 2000 to pay down $200,000 of the delinquent
payroll taxes. The Company is currently negotiating a payment plan on
the remaining balance and plans to repay the entire balance as cash
flow improves.
F-16
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(9) LOAN PAYABLE, BANK/RESTRICTED CASH:
Loan payable, bank, bears interest at 8.5% payable monthly, due on
demand and collateralized by certificate of deposit of $107,957 which
is presented on the accompanying consolidated balance sheet as
restricted cash. Subsequent to December 31, 1999, the Company paid off
the loan using the collateral certificate of deposit. Interest expense
under this loan amounted to $6,375 for the year ended December 31,
1999.
(10) NOTES PAYABLE, RELATED PARTIES:
During December 1999, the Company commenced an offering of up to 20
units to raise up to $500,000 and is exempt from registration under
Regulation D of the Securities Act of 1933. Each unit is comprised of
the following:
a. A $25,000 promissory note which bears interest at 8% per
annum, interest calculated daily, unsecured and principal and
interest is due on the maturity date. Pursuant to this
agreement, the maturity date shall be one year from the
execution date of the promissory note or the raising of at
least $1 million in equity financing, whichever is earlier.
b. One warrant ("Warrant") which shall entitle the note holder
to purchase 10,000 shares of the Company's common stock at an
exercise price of $0.80 per share which may be adjusted based
upon fair market value. Pursuant to this agreement, the
exercise price of this Warrant shall not exceed $2.00 per
share in the event of an adjustment as set forth in the
Warrant agreement. The Company is responsible for all costs
related to registering the Common Stock shares underlying the
Warrants in any registration statements filed with the
Securities and Exchange Commission under the Securities Act of
1933. In the event the underlying shares of the Warrants are
not registered within 1 year after the issuance of this
Warrant, the holder has the right to demand registration at
the Company's expense and be entitled to a 5% reduction per
month on the exercise price.
As of December 31, 1999, the Company raised $250,000 from the issuance
of 10 units to related parties. Interest expense related to this note
amounted to $3,000 during the year ended December 31, 1999.
The Company recorded a discount of $41,000 arising from the granting of
warrants above, which is being amortized over the life of the debt.
A summary is as follows:
<TABLE>
<S> <C>
Principal balance $ 250,000
Less unamortized discount 39,000
---------------
Net balance $ 211,000
===============
</TABLE>
17
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(11) LOANS PAYABLE, OFFICER-STOCKHOLDERS:
Loans payable, officer-stockholders were non-interest bearing,
unsecured and originally due on January 1, 2000. Pursuant to the terms
of these agreements effective May 1, 1998, the officer-stockholders
will provide working capital on an as needed basis up to a combined
limit of $850,000, and all these notes are convertible into common
stock of the Company at the rate of $0.20 per share at any time prior
to its due date. During the years ended December 31, 1999 and 1998, the
Company recorded interest expense of $352,012 and $341,475,
respectively, arising from the beneficial conversion feature of these
notes.
During the year, the officer-stockholders of the Company converted
these notes to equity and a summary is as follows:
<TABLE>
<CAPTION>
Number of
shares
DATE DEBT CONVERTED INTO
---- ---- --------------
<S> <C> <C>
September 15, 1999 $ 113,000 565,000
November 12, 1999 43,000 215,000
December 5, 1999 527,000 2,635,000
December 30, 1999 10,487 52,435
--------------- ---------------
$ 693,487 3,467,435
=============== ===============
</TABLE>
(12) COMMITMENTS:
The Company leases its office space and training locations under
renewable operating leases, which expire at various times starting
September 2001 to December 2004. Pursuant to these lease agreements,
the Company is also responsible for maintaining certain minimum
insurance requirements and general utilities.
The following is a schedule by years of future minimum rental payments
(including subsequent event) as required under operating leases that
have noncancellable lease terms in excess of one year as of December
31, 1999:
<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
2000 $ 432,000
2001 414,700
2002 180,000
--------------
$ 1,026,700
==============
</TABLE>
Total rent expense amounted to $259,800 and $77,205 for the years ended
December 31, 1999 and 1998, respectively.
F-18
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(12) COMMITMENTS, CONTINUED:
SUBSEQUENT EVENT:
During March 2000, the Company entered into a new lease agreement to
rent office space and training locations which expire in September 2000
at a monthly rent of $20,000. The Company is responsible for
maintaining certain insurance requirements and general utilities.
SERVICE AGREEMENTS:
The Company entered into agreements with RxAlternative.com, Inc. to
develop two websites starting January 2000 and to provide monthly
technical support and maintenance services over a period of one year.
Pursuant to these agreements, the Company shall receive 750,000 shares
of RxAlternative's restricted common shares (4.17% of undiluted
interest through the IPO of RxAlternative) and was granted 100,000
stock options to purchase 100,000 shares of common stock at $1.00 per
share, which approximated fair value. The Company will also receive
$10,000 per month as consulting revenues for up to 40 man-hours of
services rendered and plans to record this revenue over the term of the
agreement upon satisfactory completion of services and acceptance by
RxAlternative.
(13) STOCKHOLDERS' EQUITY (DEFICIT):
PRIVATE PLACEMENTS:
During April 1998, the Company initiated a private placement offering
(the "April 1998 Private Placement") of 1,114,000 shares of the
Company's common stock at an offering price of $0.085 per share. The
Private Placement was exempt from the registration provisions of the
Securities and Exchange Commission Act of 1933 and Rule 504 of
Regulation D. As of December 31, 1998, proceeds amounted to $94,690.
During May 1998, the Company initiated a private placement offering
(the "May 1998 Private Placement") of 1,400,000 shares of the Company's
common stock at an offering price of $0.15 per share. The Private
Placement was exempt from the registration provisions of the Securities
and Exchange Commission Act of 1933 and Rule 504 of Regulation D. As of
December 31, 1998, proceeds amounted to $210,000. The Company recorded
an expense of $425,000 arising from the sale of stock at less than fair
value.
During December 1998, the Company initiated two private placement
offerings (the "December 1998 Private Placements") of 400,000 and
180,000 shares of the Company's common stock at offering prices of
$.625 and $1.00, respectively, per share. The Private Placement was
exempt from the registration provisions of the Securities and Exchange
Commission Act of 1933 and Rule 506 of Regulation D. As of December 31,
1998, proceeds amounted to $430,000.
During December 1999, the Company initiated a private placement
offering (the "December 1999 Private Placement") of 200,000 shares of
the Company's common stock at an offering price of $0.25 per share. The
Private Placement was exempt from the registration provisions of the
Securities and Exchange Commission Act of 1933 under Rule 504 of
Regulation D. As of March 23, 2000, proceeds amounted to $50,000. The
Company recorded an expense of $93,600 arising from the sale of stock
at less than fair value.
F-19
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(13) STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED:
CONVERSION OF DEBT:
Pursuant to loan agreements, the officer-stockholders/note holders (see
Note 9) converted $693,487 of debt to equity at the rate of $0.20 per
share into 3,467,435 restricted common shares during the year ended
December 31, 1999.
SERVICES RENDERED:
Pursuant to three consulting agreements with related parties, the
Company issued 233,334 restricted common shares for (i) services
rendered during the year ended December 31, 1999 in the amount of
$375,001, and (ii) from the satisfaction of $17,000 of accrued
consulting fees for the year ended December 31, 1998. During the year
ended December 31, 1998, the Company issued 2,050,000 restricted common
shares and recorded an expense of $830,000. These shares were recorded
at fair value at the date of issuance.
PURCHASE OF ASSETS OF TRAINING DIVISION:
During September 1998, the Company acquired certain assets from the
training division of Novaquest InfoSystems, Inc. for a total cost of
$1,000,000. Pursuant to this agreement, the Company paid $500,000 in
cash and issued $500,000 worth of shares (520,000 shares) of its
restricted common stock.
STOCK OPTIONS:
During March 1999, the Company granted 500,000 options with an exercise
price of $0.25 per share to a consultant. The Company recorded an
expense of $378,000 during the year ended December 31, 1999 as required
under FASB 123. Also during March 1999, 200,000 options were cancelled
and the remaining 300,000 options were exercised for gross proceeds of
$75,000.
On November 11, 1999, the Company granted 424,000 options to purchase
restricted shares of the Company's common stock to select employees,
consultants and non-employee directors. The options were not issued
under a formal plan, as the Company has not yet adopted an Option Plan.
The options have a three-year term, are exercisable at $1.00 per share,
and are exercisable on or after January 1, 2000 and vest effective
January 1, 1999 to December 31, 1999. Compensation expense of
approximately $12,000 has been recorded for options granted to a
related party consultant.
During November 1999, the Company granted 300,000 common stock options
to a current shareholder/corporate counsel at a cash exercise price of
$0.75 per share. Pursuant to this agreement, the stock options will
vest at the rate of 1 common stock option for $1 of legal and
consulting fees billed to the Company at various times. As of December
31, 1999, 60,000 options had vested, for which an expense of $60,000
has been recorded. The options expire, if not exercised, on the 5th
year after the presentation of the legal and consulting bills to the
Company. Upon the successful filing of Form 10 and becoming effective
pursuant to the Securities Act of 1933, the shares underlying the
options shall be registerable pursuant to Form S-8, however, after the
exercise of the options, the common shares will be restricted for 90
days thereafter.
F-20
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(13) STOCKHOLDERS' EQUITY (DEFICIT), CONTINUED:
STOCK OPTIONS, CONTINUED:
The number and weighted average exercise price of outstanding options
at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Weighted Average
SHARES EXERCISE PRICE
<S> <C> <S>
Outstanding at beginning of period - $ -
Outstanding at end of period 724,000 1.31
Exercisable at end of period 60,000 1.75
Granted during period 1,224,000 0.88
Exercised during period 300,000 0.25
Cancelled during period 200,000 0.25
</TABLE>
Pro forma information regarding the effect on operations is required by
SFAS 123, and has been determined as if the Company had accounted for
its employee stock options under the fair value method of that
statement. Pro forma information using the Black-Scholes method at the
date of grant based on the following assumptions:
<TABLE>
<S> <C>
Expected life (years) 3-5 years
Risk-free interest rate 6.50%
Dividend yield -
Volatility 70%
</TABLE>
This option valuation model requires input of highly subjective
assumptions. Because the Company's employee stock options have
characteristics significantly different from those of traded options,
and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing
model does not necessarily provide a reliable single measure of fair
value of its employee stock options.
For purposes of proforma disclosures, the estimated fair value of the
options is amortized to expense over the option's vesting period. The
Company's proforma information is as follows:
<TABLE>
<CAPTION>
December 31,
1999
----
<S> <C>
Net loss, as reported $ (2,870,029)
Proforma net loss $ (3,185,500)
Basic and diluted historical loss per share $ (0.38)
Proforma basic and diluted loss per share $ (0.43)
</TABLE>
F-21
<PAGE>
INETVISIONZ.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(14) SUBSEQUENT EVENTS:
During March 2000, the Company received $250,000 from Winthrop Venture
Fund, Ltd., an accredited investor, from the issuance of two securities
in exchange for this investment, which are as follows:
a. Promissory note payable, bears interest at 9% per annum,
unsecured and all interest and principal due by March 2001.
b. 75,000 warrants were granted with an exercise price of $0.80
per share, which expire in three years from the date of grant.
Pursuant to this agreement, in the event the Company completes a
registration statement under the Securities Act of 1933, the Company
shall be obligated to register the shares underlying these warrants.
The Company will record a discount of approximately $60,000 in 2000,
arising from the granting of the above warrants.
TAX PAYMENTS:
During March 2000, the Company used the cash proceeds raised from the
Private Offering in March 2000 to pay down $200,000 of the delinquent
payroll taxes. The Company is currently negotiating a payment plan on
the remaining balance and plans to pay off the entire balance as cash
flow improves.
LEASE:
During March 2000, the Company entered into a new lease agreement to
rent office space and training locations which expire in September 2002
at a monthly rent of approximately $20,000. The Company is responsible
for maintaining certain insurance requirements and general utilities.
LOAN PAYMENT:
Subsequent to December 31, 1999, the Company paid off the loan payable,
bank using the collateral certificate of deposit.
F-22
<PAGE>
PART II
ITEM 1 AND
ITEM 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Document Description
----------- --------------------
<S> <C>
3.1 Articles of Incorporation of Martinique Ventures Corporation, dated February 18, 1988*
3.2 Certificate of Amendment to Articles of Incorporation of Martinique Ventures Corporation changing name to Zebulon
Enterprises, Inc., dated August 13, 1997*
3.3 Certificate of Amendment to the Articles of Incorporation of Zebulon Enterprises, Inc. changing name to Tao Partners
Inc. dated April 21, 1998*
3.4 Certificate of Amendment to the Articles of Incorporation of Inetvisionz.com, Inc.*
3.5 Certificate of Amendment to the Articles of Incorporation of Tao Partners Inc. changing name to Inetvisionz.com, Inc.
dated April 30, 1999*
3.6 Bylaws of Martinique Ventures Corporation*
3.7 Articles of Incorporation of Corporate Global Search Network, Inc.*
3.8 Bylaws of Corporate Global Search Network, Inc.
3.9 Amendment to Articles of Incorporation of Corporate Global Search Network, Inc.
3.10 Amended Bylaws of Corporate Global Search Network, Inc.
3.11 Certificate of Amendment of Certificate of Incorporation of Inetvisionz.com, Inc. dated December 11, 2000.
3.12 Certificate of Designation of Series A Preferred Stock of Inetvisionz.com, Inc. dated December 11, 2000.
10.1 Form Independent Contractor Agreement*
10.2 Web Maintenance Agreement for RxAlternative.com, dated October 25, 1999*
10.3 Web Site Development Agreement for the Creation of Two New Web Sites for RxAlternative.com, dated October 25, 1999*
10.4 South Bay Private Industry Council Agreement Entitled Amendment No. 4 to Agreement No. 96-67 by and between the
Company and the city of Inglewood*
10.5 Job Training Partnership Act ("JTPA") Off-the-shelf Vendor/Voucher Training Agreement dated July 1, 1999*
10.6 Employment Training Panel Agreement dated November 30, 1999*
10.7 Lease for the property located at 19950 Mariner Avenue, Torrance California 90503, dated December 1, 1994*
10.8 Lease for the property located at 19772 MacArthur Blvd., Irvine, CA 92615, dated November 18, 1997*
10.9 Schedule of Receivables as of December 31, 1999*
10.10 Sub-Lease for the property located at 6033 West Century Blvd., Suite 500, Los Angeles, California dated March 27,
2000.*
10.11 Master Lease for the property located at 6033 West Century Blvd., Suite 500, Los Angeles, California dated June 17,
1997.*
10.12 Agreement No 00-H164 by and between the City of Hawthorne and iNetVersity dated April 20,2000*
10.13 The Form of Disclosure Document Provided by RxAlternative. *
10.14 Schedule Regarding Recent Sales of Unregistered Securities.*
10.15 Lawrence W. Horwitz Stock Option Agreement.
10.16 Equity Schedule.
10.17 WIA/Job Training Partnership Act ("JTPA") Agreement dated July 1, 2000.
10.18 Employment Training Panel Agreement.
10.19 Detail of Accounts Receivable
10.20 Compact Disk Affiliate Agreement dated August 1, 2000
13.1 The Form 10-QSB for the period ending March 31, 2000.*
13.2 The Form 10-QSB for the period ending June 30, 2000.*
13.3 The Form 10-QSB for the period ending September 30, 2000.
24.1 Power of Attorney (see signature page)*
27.0 Financial Data Schedule*
</TABLE>
* Previously Filed
25
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: December 22, 2000 iNetVisionz.com, Inc.
By: /s/ Noreen Khan
------------------
Noreen Khan
Its: Chief Executive Officer, President
Chief Financial Officer
26