<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
PLANET SWEEP, INC.
(FORMERLY INTEGRATED SYSTEMS INTERNATIONAL, INC.)
(Exact name of Small Business Issuer in its Charter)
NEVADA 06-572563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number
570 LEXINGTON AVENUE, 45TH FLOOR, NEW YORK, NY 10022
(Address of principal executive offices) (Zip Code)
(212) 751-7282
(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
n/a n/a
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:
COMMON EQUITY, PAR VALUE $.001
(Title of Class)
<PAGE>
PLANET SWEEP, INC.
FORM 10-SB
TABLE OF CONTENTS
<TABLE>
<CAPTION>
NO. TITLE PAGE NO.
--------- --------
<S> <C>
PART I
Item 1. Description of Business............................................................3
Item 2. Management's Discussion and Analysis or Plan of
Operations.........................................................................7
Item 3. Description of Property...........................................................11
Item 4. Security Ownership of Certain Beneficial Owners and
Management........................................................................11
Item 5. Directors, Executive Officers, Promoters, and
Control Persons...................................................................12
Item 6. Executive Compensation............................................................14
Item 7. Certain Relationships and Related Transactions....................................15
Item 8. Description of Securities.........................................................16
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters.......................................17
Item 2. Legal Proceedings.................................................................17
Item 3. Changes in and Disagreements with Accountants.....................................18
Item 4. Recent Sales of Unregistered Securities...........................................18
Item 5. Indemnification of Directors and Officers.........................................22
PART F/S
Financial Statements..............................................................22
PART III
Item 1. Index to Exhibits.................................................................22
Item 2. Description of Exhibits...........................................................23
Signatures........................................................................25
</TABLE>
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Registrant was incorporated on July 17, 1998 in the State of
Nevada under the name Integrated Systems International, Inc. for the initial
purpose of raising capital for Internet related projects. The Registrant is
now in the business of providing proprietary Internet technology and content
development to consumers throughout the world and is considered to be in the
development stage.
The Registrant seeks to achieve global brand name recognition under
the PlanetSweep.com name. The Registrant intends to market its automated web
search engine ("The Cyclone-TM-"), aggregate and deliver third-party content
to the Internet enduser and complete the development of its Secure Digital
Audio and Video Encryption ("Anti-bootleg Encryption") software. Its mission
is to create and maintain a unique web portal platform utilizing its
interactive network multicast capabilities for content delivery to consumers
and Internet Service Providers ("ISPs").
In March 2000, the Registrant signed a Patent Assignment Letter with
Kasstech, Inc. ("Kasstech"), a Delaware corporation, whereby the Registrant
acquired the rights for an automatic search engine ("Automated Search
Engine") and a secure digital audio encryption ("Anti-Bootleg Audio
Encryption"). In exchange, the Registrant issued 5,000,000 shares to
Kasstech, Inc. The provisional patent "Anti-Bootleg Audio Encryption" (Serial
No. 60/176280) and "Automated Search Engine" (Serial No. 60/176331) were
filed in the U.S. Patent and Trademark Office on January 14, 2000. The
Registrant also signed a Consulting Agreement with Kasstech, whereby Kasstech
performs research and development and other technology related services for
the Registrant for a monthly fee of $10,000. The Consulting Agreement, as
amended, will expire in March 2005.
In March 2000, the Registrant developed a prototype of the Internet
Service Provider Interface (the "Web Console"). The Registrant plans to
distribute the Web Console, provide automated web search capabilities, and
aggregate third-party content for distribution over the Internet.
The Registrant plans to primarily generate revenue through
electronic commerce (e-commerce) transactions. The Registrant intends to
license its content and technologies to third parties. The Registrant also
anticipates revenues from information technology consulting, as well as
Internet advertising and sponsorships. The Registrant plans to produce,
replicate, and sell CDs, CD-ROMs/ and DVDs.
Also in March 2000, the Registrant signed a Memorandum of
Understanding (the "Memorandum") with Loral Space & Communications Ltd.
("Loral Space") to provide content for delivery to their participating
wireless ISPs. CyberStar, Inc. ("CyberStar"), a wholly owned subsidiary of
Loral Space, currently has approximately ten (10) million Internet
subscribers via its service agreements with ISPs. No definitive
<PAGE>
agreement has been reached as a result of this Memorandum, and no revenue has
been derived from this relationship.
In addition, in March 2000, the Registrant signed a five-year
agreement (the "Financial Advisory Agreement") with Villiers Capital
Partners, LLC ("VCP"). Pursuant to this Financial Advisory Agreement, VCP
provides corporate finance, investor relationship, strategic and capital
planning, and other financial and management advice to the Registrant. This
Financial Advisory Agreement will expire in March 2005; however, it provides
for automatic one-year renewals unless cancelled by either party in writing.
In April 2000, the Registrant entered into a Co-marketing Agreement
(the "Agreement") with Access Power, Inc. ("Access Power"), a Florida-based
corporation, where the Registrant will be engaged in the sale and
distribution of proprietary Internet related software, including the Planet
Sweep NetCaller service. The Co-marketing Agreement will allow the Registrant
to integrate Access Power's NetCaller IP telephony software into the
Registrant's Web Console. This Agreement is in effect for the initial
one-year term with automatic renewal after the expiration of the initial
term. The Registrant will receive revenue participation equal to ten percent
(10%) of gross subscription fees and is expected to generate $300,000 to
$500,000 in revenues during the next 12 months.
Also, in April 2000, the Registrant negotiated a Limited Consulting
Agreement (the "Limited Consulting Agreement") with Teknicon, Inc.
("Teknicon"), a Connecticut-based corporation, to provide management services
to the Registrant's InfoSweep Consulting division. The current informal
understanding is expected to be formalized by the end of September 2000. The
preliminary terms include monthly compensation of $7,900 payable by the
Registrant to Teknicon. In addition, Teknicon will receive 1,000,000 shares
of the Registrant's common stock, to vest over a three-year period.
In May 2000, the Registrant signed a Consulting Agreement with Wet
Beak Holdings, Inc. and Michael Schenkein to provide content development
consulting and management services. The agreement provides for monthly
compensation of $10,000 payable by the Registrant. Additionally,
Mr. Schenkein will receive 1,000,000 shares of Planet Sweep common stock to
vest over a three year period.
In May 2000, the Registrant signed a Confidentiality/Non-disclosure
Agreement with Satama USA Inc., a Texas corporation engaged in wireless
applications and software development. The Registrant will be exploring the
possibility of applying their Web Console to wireless communications devices
and automated search engine technologies.
<PAGE>
On May 31, 2000, the Registrant filed a patent application (Serial
No. 09/583248) with the United States Patent and Trademark Office for
Automated Search Engine. This patent pending software application
significantly reduces Internet search time by automatically presenting the
relevant web sites in response to the search parameters set up by the users.
On June 16, 2000, the Registrant changed its name to Planet Sweep,
Inc.
In July 2000, the Registrant launched an Internet portal
www.PlanetSweep.com. This site is designed to offer a large library of
on-demand destination sites integrated for specific geographic locations and
language capabilities. The Registrant's site will incorporate specialized web
channels including entertainment (video, music, sports, games), food, travel,
finance, business, fashion, health, education, politics, chat and e-mail. The
site will be able to process secure e-commerce transactions. The Planet Sweep
Internet portal will utilize the Registrant's proprietary Web Console and
Automated Search Engine.
The Internet industries are relatively new and subject to rapid
change. Intense competition from existing and potential competitors with
longer operational histories, greater brand name recognition, larger customer
bases and greater financial, technical and marketing resources, may adversely
affect the Registrant's ability to secure a viable position in the
marketplace.
The available Internet market is global and underutilized. The
Registrant will not be reliant upon any small number of major customers in
any of its markets.
The Registrant believes there is minimal cost, if any in complying
with current environmental laws.
The Registrant currently employs eight (8) full time employees and
expects the total number of employees to reach twenty (20) within twelve (12)
months.
The Registrant will seek content acquisitions opportunities
worldwide, focusing on the Asian, African and European markets.
The Registrant plans to market its products and services both
directly and indirectly. Furthermore, the Registrant will use its contacts
and relationships in the industry to further develop and market its products
as they are developed.
The Registrant has voluntarily filed this Form 10-SB in order to
become a fully reporting company. This filing was undertaken in order to be
eligible for an initial listing on the NASD OTC Bulletin and a listing when
qualified on the NASDAQ Small Cap Market. By virtue of being so listed as a
publicly traded company, the Registrant will have access to the public
markets for fund raising to assist it with its in Research and Development
efforts and for the distribution of its products.
<PAGE>
This Registration Statement will automatically become effective as
of 60 days from the date of filing and consequently, the Registrant is
required to file annual reports in accordance with the Securities Exchange
Act of 1934.
The public may read and copy any materials filed with the SEC at the
SEC's Public Reference Room at 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. The SEC maintains an Internet site
that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The
address of that site is www.sec.gov. The Registrant's Internet address is
www.planetsweep.net.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
The Registrant's operations to date have been funded by private
placements of common stock. Liquidity on a long-term basis is expected to be
provided by cash generated through operations and from additional debt and/or
equity financing.
The Registrant presently operates the following three (3) divisions:
- Sweep Digital Services which is engaged in replication of
compact discs, DVD's and CD-ROM's, as well as electronic
commerce.
- InfoSweep Consulting is an Information Technology consulting
practice.
- Planet Sweep Entertainment is a provider of broad-based
multimedia content to ISPs and end users.
The Registrant plans to derive its revenues from licensing of its
patent pending Automated Search Engine and Web Console. The Registrant also
plans to license broad-based multimedia content to ISPs and end-users.
Substantial revenues are expected through electronic commerce transactions.
E-commerce transactions will include audio and video downloads, on-line
advertisements and on-line retail sales. At the first stage, e-commerce
transactions will focus on sales of music and video entertainment. In
addition, the Registrant plans to derive revenues from licensing of audio
encryption technology, providing IT consulting services to external clients,
and CD and DVD replication services. The Registrant has generated $76,845 in
revenues as of August 15, 2000 from its Sweep Digital Services division and
InfoSweep Consulting.
The Registrant is presently developing the following patentable
technologies and products:
<PAGE>
- Patent Pending Automated Search Engine (Serial No. 09/583248).
This software application significantly reduces Internet search
time by automatically presenting the web sites in response to
the user defined search parameters.
- Web Console Interface - Desktop application designed to
facilitate and streamline Internet and system navigation. The
Web Console is customizable by the user and is designed to
replace the resident operating system (Mac OS, Windows 95/98/NT)
desktop.
- Secure Digital Audio and Video Encryption (U.S. Provisional
Patent Application 60/176,280) - 256-bit-key-based audio /video
encryption technology designed to protect copyright holders from
infringement and "boot-legging".
The Registrant has a limited operating history. The Registrant had
no revenues during the fiscal year ended February 29, 2000 and had a net loss
of $52,126 , primarily attributed to general and administrative expenses.
Net cash of $55,000 provided by financing activities during the
fiscal year ended February 29, 2000 resulted from the net proceeds of the
sale of common stock.
From March 1, 2000 to August 15, 2000, the Registrant raised
$488,800 from the sale of common stock pursuant to private placement
offerings. The Registrant's primary source of operating is presently derived
from equity financing.
In March 2000, the Registrant acquired, pursuant to assignment, a
provisional patent for an automatic search engine and a provisional patent
for a secure digital audio encryption technology. The Registrant has executed
a five-year Consulting Agreement with Kasstech to complete the design of the
acquired technologies. The Consulting Agreement requires the Registrant to
pay $10,000 monthly to Kasstech, plus additional fees for continued
development of the acquired technology and products. These payments are
subject to prior approval of the Registrant and are based on the work
performed. As of August 15, 2000, the Registrant has paid $116,285 to
Kasstech of which $102,952 has been spent on the design and development of
the Automated Search Engine, Web Console Interface, content aggregation, and
Audio Encryption Technologies.
The Registrant reasonably expects to significantly increase its
revenues by the end of the third quarter, 2000.
<PAGE>
The Registrant's viability is contingent upon its ability to raise
additional funds to support development efforts and there is no assurance it
will obtain additional financing on terms it deems acceptable.
The implementation and expansion of the Registrant's business will
require a commitment of substantial funds. The Registrant will finance its
operations through both internal and external sources of capital. The
Registrant will be required to raise additional capital to meet the cash
requirements for the next twelve months and it intends to pursue additional
funding through the sale of shares of common stock.
It is anticipated the Registrant will require $3,500,000 to meet its
cash needs in the next twelve months for funding current operations and
future expansion plans.
Issuing additional equity will result in dilution to the existing
shareholders. If adequate funds are not available, the Registrant's business
could be adversely affected since internally generated funds are not expected
to be sufficient to fund the Registrant's expansion needs in the next twelve
months.
The Registrant anticipates a significant change in the number of
employees in the next twelve months as it plans to increase the number of
employees from eight (8) to at least twenty (20) employees.
The Registrant is presently negotiating the lease of approximately
7,000 square feet of office space in New York City. It is anticipated that
the Registrant will occupy this space in early fourth quarter 2000.
The Registrant does not anticipate any other significant equipment
purchases or leases contemplated during the next twelve months.
The Registrant's business is not subject to seasonal effects.
The market for Internet products, services, and technologies is
characterized by rapidly changing technology, frequent introduction of new
products and evolving industry standards. Accordingly, the Registrant's
success is dependent upon its ability to anticipate technological changes in
the industry and to continually develop and successfully market new products
and services that satisfy evolving technologies, customer preferences, and
industry requirements within the markets that the Registrant operates.
The growth of the Registrant's business will depend on the continued
growth of the Internet as a medium for communications, electronic commerce,
and advertising. The Registrant's business will be harmed if Internet usage
does not
<PAGE>
continue to grow, particularly as a source of information and entertainment
and as a vehicle for trade in goods and services.
The Registrant's future operations and financial results are
uncertain and may be affected by the following factors:
- Market acceptance of the Registrant's services is not
established and there is no indication that even if the
Registrant's services were established, they could be
profitable;
- Target markets have not been determined nor have
channels of distribution to those markets been established;
- The Registrant has no brand name recognition;
- The Registrant may not be able to develop new products and
technologies when they are needed or be able to increase the
value of existing products and technologies before they become
archaic or obsolete; and
- There is no assurance that the Registrant will be able to compete
with the more established companies in the industry.
In addition, because the market for the Registrant's services and
products is relatively new and rapidly changing, it is difficult to predict
future financial results. The Registrant's sales and marketing efforts are
particularly based on predictions regarding certain developments for similar
Internet driven businesses. To the extent that these predictions prove
inaccurate, the revenues and operating expenses of the Registrant may
fluctuate.
The Registrant's business and operating results may be harmed if it
fails to develop services that achieve widespread market acceptance or that
fail to generate significant revenues to offset development costs.
The Registrant's technologies may contain undetected errors that
could increase development costs, result in loss of revenues or adverse
publicity, or reduce market acceptance of the Registrant's products.
Any system interruption in availability of the Registrant's
services or content could result in a loss of potential or existing business
services customers, users, or advertisers.
<PAGE>
A certain portion of the Registrant's revenues depends on the
general growth of Internet advertising and the Registrant cannot be certain
that advertisers will place advertising with it. The Registrant's Internet
content development and advertising infrastructure are still in the early
stages of development relative to those of its competitors. The Registrant
has filed a patent application for its Cyclone-TM- Automated Search Engine
but the patent has not yet been secured.
The Registrant's success also depends on the ability to attract,
train, and retain qualified personnel, specifically those with marketing,
sales, management, and technology skills. Competition for such personnel is
intense, and many well established companies have competitive advantages over
the Registrant in attracting qualified personnel.
Few existing laws or regulations specifically apply to the Internet
and Internet-related businesses. However, it is likely that a number of laws
and regulations may soon be adopted in the United States and other countries
with respect to the Internet. These laws may relate to areas such as content,
copyright and other intellectual property rights, encryption, and electronic
commerce. The adoption of such laws and regulations, and uncertainties
associated with their validity and enforcement, may affect the
Internet-related businesses.
The executive management team of the Registrant consists of: Mr.
Michael Schenkein, President, and Mr. Terrence Tierney, Chief Executive
Officer.
ITEM 3. DESCRIPTION OF PROPERTY
The Registrant's principal office is located at 570 Lexington
Avenue, 45th Floor, New York, NY 10022. This office measures approximately
3,500 square feet and is shared with Villiers Capital Partners, LLC at no
cost to the Registrant.
The Registrant also operates an office in Stamford, Connecticut,
which occupies approximately 250 square feet and is located at Suit 101, 100
Stamford Plaza, Stamford, CT. The six-month leases commenced on June 1, 2000.
The Registrant leases the space for $3,110.20 per month, and the lease
payments include secretarial services, telephone, and other amenities.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the information on the shares of
common stock of the Registrant owned as of August 15, 2000:
<PAGE>
- Each person, so far as the Registrant has been able to
ascertain, beneficially owns more than 5% of the
outstanding 28,693,800 shares of the Registrant;
- Each director;
- Each of the officers named in the summary compensation table;
and
- All directors and officers as a group, unless otherwise
indicated in the footnotes below the table are subject to
community property laws where applicable. The persons as to
whom the information is given has sole investment power over
the shares of common stock.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT
---- ---------------- -------
<S> <C> <C>
1. Kasstech, Inc. 5,000,000 17.43%
2. Aziz Hirji 10,000,000 34.85%
3. Terrence M. Tierney 1,500,000 5.24%
4. Michael Schenkein 1,000,000 3.48%
5. Anna Petinova 1,000,000 3.48%
6. Andrew L. Schwab 300,000 1.39%
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
<TABLE>
<CAPTION>
NAME AGE POSITION TERM SINCE
---- --- -------- ---- -----
<S> <C> <C> <C> <C>
1. Aziz Hirji 47 Chairman 6 years 7/98
2. Terrence M. Tierney 38 Chief Executive 3 years 3/00
Officer
3. Michael Schenkein 49 President 3 years 6/00
4. Anna Petinova 36 Treasurer 1 year 7/98
and Director
5. Andrew L. Schwab 44 Secretary 1 year 4/00
</TABLE>
<PAGE>
AZIZ HIRJI
Mr. Hirji has over 25 years of international business management and
investment experience. He is the founder and Chairman of the Registrant,
where he directs its strategic development. Prior to that, he held senior
executive and director positions in a number of private companies in North
America and Europe, covering a wide range of industries. Mr. Hirji has
extensive experience in public and private capital raising transactions,
restructuring and strategic planning. He is a founding Chairman of Villiers
Capital Partners, LLC, an investment banking firm. Mr. Hirji is a graduate of
the International Institute of Management in GlionSur-Montreux, Switzerland.
TERRENCE M. TIERNEY
Mr. Tierney has been employed by the Registrant since March 2000.
Prior to joining the Registrant, he was a business development consultant
concentrating in the entertainment industry. He previously served as
President and CEO of Power Station Entertainment Corporation.
Mr. Tierney has over 15 years of professional business and legal
experience and earned a BS degree in Aeronautics from St. Louis University
and a JD degree from New York Law School.
MICHAEL SCHENKEIN
Mr. Schenkein has served as President of the Registrant since June
2000. Prior to that, he had a consulting agreement with the Registrant to
provide advisory services to develop entertainment content. Mr. Schenkein has
extensive background in video and film post production, the entertainment
industry and start-up companies. He has previously served as President of Big
Picture Editorial, Inc., a post production facility that was later acquired
by International Post Limited, a publicly traded company. During the last
several years, Mr. Schenkein has specialized in identifying and raising
capital for promising Internet companies.
Mr. Schenkein attended Hofstra University and The New School
majoring in English and Philosophy.
<PAGE>
ANNA PETINOVA, PH.D.
Dr. Petinova is a member of the Board of Directors and co-founder of
the Registrant. She has a strong background in business development and
extensive experience in the corporate environment. Her duties include
overseeing corporate finance, and investor relations. Dr. Petinova is a
co-founder and Managing Member of Villiers Capital Partners, LLC, an
independent private investment banking firm. During the last four years, she
co-led several investment projects assisting companies in raising financing
and going public. Dr. Petinova was educated at the University of Aberdeen
(U.K.), Moscow University (Russia), and has her Masters in Finance from the
Zicklin School of Business at the City University of New York.
ANDREW L. SCHWAB
Mr. Schwab has served as the Secretary of the Registrant since April
2000. He is a partner in the law firm of Snow, Becker & Krauss, P.C. Mr. Schwab
is admitted to New York Bar. He holds a JD degree from New York University Law
School.
ITEM 6. EXECUTIVE COMPENSATION
The Registrant has entered into an employment agreement with each of
its executive officers and directors.
The Registrant entered into an employment agreement with the Chairman
of the Board of Directors on January 1, 2000 and ending on December 31, 2005.
The base annual salary for the first year is $300,000 with $180,000 being
deferred compensation. Annual Compensation for the remainder of the term is
$240,000 per annum. Commencing January 1, 2001 and on each succeeding
anniversary date while the Agreement is in effect, the Chairman will receive
three year options to purchase 100,00 shares of the Registrants Class A common
stock at an exercise price of $1.00 per share. Additionally, the Chairman shall
be entitled to a cash bonus, equal to one percent (1%) of the Registrant's net
revenues (EBITDA).
The Registrant has an "at will" employment agreement with the Chief
Executive Officer, commencing on March 12, 2000. The annual salary is $120,000,
subject to increase pursuant to annual review of the Board of Directors. The
1,500,000 shares of the Registrant's common stock granted under this agreement
are subject to forfeiture (in whole or in part) if the Chief Executive Officer
is terminated on or before March 1, 2003.
Effective June 5, 2000, the Registrant has amended its Consulting
Agreement with Wet Beak Holdings and Michael Schenkein to reflect Mr.
Schenkein's election to
<PAGE>
the office of the President of the Registrant. The terms and conditions of the
Agreement remain materially unchanged.
SUMMARY COMPENSATION TABLE
No executive officer or director of the Registrant received cash or
non-cash compensation in excess of $100,000 in the years 1998 or 1999.
<TABLE>
<CAPTION>
OFFICER SALARY OTHER ANNUAL COMPENSATION
------- ------ -------------------------
<S> <C> <C>
Aziz Hirji $300,000 Stock Options based on
performance
Terrence M. Tierney $120,000 500,000 shares of
restricted common stock
Michael Schenkein $120,000 333,333 shares of
restricted common stock
Anna Petinova - 0 - - 0 -
Andrew L. Schwab - 0 - 300,000 shares of
restricted common stock
</TABLE>
The Registrant has no outstanding share purchase options at this time.
However, Mr. Hirji's Employment Agreement with the Registrant provides for
certain performance-based stock options.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 2000, the Registrant entered into a five-year agreement (the
"Financial Advisory Agreement") with Villiers Capital Partners, LLC ("VCP").
Pursuant to the Financial Advisory Agreement, VCP provides corporate finance,
investor and financial relations, strategic and capital planning, and other
financial and management advice to the Registrant. The base compensation is
$3,500 monthly for the first year, $5,000 monthly for each of the second and
third years, and $7,500 for each of the fourth and fifth years. The initial
five-year term expires in March 2005. The Financial Advisory Agreement provides
for automatic one-year renewals unless cancelled by either party in writing. In
addition to the base monthly compensation, VCP is entitled to receive a
commission for any funds raised for the Registrant in accordance with the
"'Lehman" formula, which ranges from one percent (1%) to five percent (5%) of
the funds raised. VCP also provides a Treasurer to the Registrant, compensated
at the rate of $3,500 per month.
<PAGE>
Aziz Hirji, the Registrant's Chairman of the Board of Directors, is a
cofounder and member of VCP. Anna Petinova, the Registrant's Treasurer and
Director, is a managing member of VCP.
ITEM 8. DESCRIPTION OF SECURITIES
(a) COMMON STOCK: At August 15, 2000, the Registrant had 28,693,800 shares of
common stock outstanding. The Registrant's Articles of Incorporation, filed
on July 17, 1998, authorized the issuance of up to 100,000,000 of the
Registrant's common shares, with a par value of $0.001 per share. Holders of
shares of the common stock are entitled to one vote for each share on all
matters to be voted on by the shareholders. Holders of common stock have no
cumulative voting rights. Holders of shares of common stock are entitled to
share on a pro-rata basis in dividends, if any, as may be declared from time
to time by the Board of Directors in its discretion, from funds legally
available therefor.
In the event of a liquidation, dissolution or winding up of the
Registrant, the holders of shares of common stock are entitled to share pro
rata all assets remaining after payments in full of all liabilities. Holders
of common stock have no preemptive rights to purchase the Registrant's common
stock. All of the outstanding shares of common stock are fully paid and
nonassessable.
(b) PREFERRED STOCK:
No preferred stock has been authorized for issuance at this time.
(c) POSSIBLE CLASSIFICATION OF REGISTRANT'S SECURITIES AS A "PENNY STOCK": By
virtue of Rule 3a51-1 of the Securities Exchange Act of 1934 (the "Exchange
Act"), if the Registrant's common stock has a price of less than $5.00 per
share it will be considered a "penny stock". The perquisites required of
broker-dealers engaging in transactions involving "penny stocks" have
discouraged, and even barred, many brokerage firms from soliciting orders for
certain low priced stocks.
Still further, with respect to the trading of penny stocks, broker
dealers have an obligation to satisfy certain special sales practice
requirements pursuant to Rule 15g-9 of the Act, including a requirement that
they make an individualized written suitability determination for the
purchase and receive the purchaser's written consent prior to the transaction.
Still even further, such broker-dealers have additional disclosure
requirements, as set forth in the Securities Enforcement Act Remedies and Penny
<PAGE>
Stock Reform Act of 1990. This act includes the requirement that a
broker-dealer, prior to a transaction in a penny stock, must deliver a
standardized risk disclosure disclosure document that provides information
about penny stocks and the risks of the penny stock market.
Still even further, a broker-dealer must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the
customer's account.
Accordingly, the above penny stock regulations and the associated
broker-dealer requirements will have an adverse effect on the market
liquidity of the Registrant's common stock and the ability of any present and
prospective shareholder investors to sell their securities in the secondary
market.
However, regardless of the price of the Registrant's stock, in the
event the Registrant has (i) net tangible assets in excess of $2,000,000 and
if the Registrant has been in continuous operation for at least three (3)
years, or (ii) $5,000,000, if the Registrant has been in continuous operation
for less than three (3) years, Rule 3a51-1(g) of the Act will preclude the
Registrant's common stock from being classified as "penny stock".
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND OTHER
STOCKHOLDER MATTERS
The Registrant's common stock is not publicly traded.
(a) HOLDERS: The Registrant has approximately 82 common stock
shareholders.
(b) DIVIDENDS: The Registrant has never paid a cash dividend. It is the
present policy of the Registrant to retain any extra profits to finance growth
and development of the business. There fore, the Registrant does not anticipate
paying cash dividends on its common stock in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
The Registrant is not involved in any legal proceedings.
<PAGE>
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The accountant has not resigned, declined to stand for re-election, nor
were they dismissed. The principal accountant's report on the financial
statements for the last two years contains no adverse opinion or disclaimer of
opinion, nor were they modified as to uncertainty, audit scope, or accounting
principles. There have been no disagreements with any former accountants or any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
(a) RECENT SALES: The Registrant had the following stock issuance's as
described below. All such shares were sold by the officers and directors of the
Registrant and no underwriters were utilized.
1. On March 1,1999 11,000,000 shares of common stock at $.001 for
a total valuation of $11,000 were issued to officers for
services rendered.
2. On March 30, 1999, 5,000,000 shares of common stock at $.001
per share pursuant to Regulation D, Rule 504 Offering for a
total offering of $5,000.
3. On March 2, 2000, 55,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $55,000.
4. On March 10, 2000, 23,100 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $23,100.
5. On March 14, 2000, 4,550,000 shares of common stock at $.01
per share for a total valuation of $45,500 were issued to
officers, employees, and management consultants for services
rendered and for various services to be rendered.
6. On March 14, 2000, 5,000,000 shares of common stock at $.05
per share for a total valuation of $250,000 were issued in
exchange for two provisional patents and for various services
to be rendered.
7. On March 22, 2000 21,100 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $21,100.
<PAGE>
8. On March 28, 2000 10,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $10,000.
9. On April 6, 2000, 62,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $62,000.
10. On April 7, 2000, 25,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $25,000.
11. On April 14, 2000, 46,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $46,000.
12. On April 27, 2000, 19,600 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $19,600.
13. On May 8, 2000, 1,000,000 shares of common stock at $.001 for
a total valuation of $10,000 were issued to the officer for
services rendered and for various services to be rendered.
14. On May 17, 2000, 79,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $79,000.
15. On May 24, 2000, 5,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $5,000.
16. On May 31, 2000, 25,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $25,000.
17. On June 6, 2000, 8,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $8,000.
18. On June 12, 2000, 25,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $25,000.
<PAGE>
19. On June 15, 2000, 1,600,000 shares of common stock at $.01 per
share for a total valuation of $16,000 were issued to
management consultants for services rendered and for various
services to be rendered.
20. On June 23, 2000, 20,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $20,000.
21. On June 26, 2000, 50,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $50,000.
22. On June 27, 2000, 50,000 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $50,000.
23. On July 13, 2000, 13,500 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $13,500.
24. On August 14, 2000, 7,500 shares of common stock at $1.00 per
share pursuant to Regulation D, Rule 504 Offering for a total
offering of $7,500.
(b) EXEMPTIONS FROM REGISTRATION:
With respect to the issuance of the 5,000,000 common shares listed
at Item 4(a) 2, the 55,000 common shares listed at Item 4(a)3, the 23,100
common shares listed at Item 4(a)4, the 21,100 common shares listed at Item
4(a)7, the 10,000 common shares listed at Item 4(a)8, the 62,000 common
shares listed at Item 4(a)9, the 25,000 common shares listed at Item 4(a)10,
the 46,000 shares listed at Item 4(a)11, the 19,600 common shares listed at
Item 4(a)12, the 79,000 common shares listed at Item 4(a)14, the 5,000 common
shares listed at Item 4(a)15, the 25,000 common shares listed at Item 4(a)16,
the 8,000 common shares listed at Item 4(a)17, the 25,000 common shares
listed at Item 4(a)18, the 20,000 common shares listed at Item 4(a)20, the
50,000 common shares listed at Item 4(a)21, the 50,000 common shares listed
at Item 4(a)22, the 13,5000 common shares listed at Item 4(a)23, and the
7,500 common shares listed at Item 4(a) 24, such issuances were made in
reliance on the private placement exemptions provided by Section 4 (2) of the
Securities Act of 1933 as amended, (the "Act"), SEC Regulation D, Rule 504 of
the act and Nevada Revised Statutes Sections 78.211, 78.215, 73.3784, 78.3785
and 78.3791 (collectively the "Nevada Statutes").
With respect to the issuance of the 11,000,000 common shares listed
at Item 4(a)1, the 4,550,000 common shares listed at Item 4(a)5, the
5,000,000 common shares listed at Item 4(a)6, the 1,000,000 common shares
listed at Item 4(a) 13, and
<PAGE>
the 1,600,000 common shares listed at Item 4(a) 19, such issuances were made
in reliance upon the private placement exemptions provided by Section 4(2) of
the Act and the Nevada Statutes.
In each instance, each of the share purchasers had access to
sufficient information regarding the Registrant so as to make an informed
investment decision. More specifically, each purchaser signed either a
written Subscription Agreement, a Consulting Agreement, or a Patent
Assignment Agreement with respect to their financial status and investment
sophistication wherein they warranted and represented, among other things,
the following:
1. That they had the ability to bear the economic risks of
investing in the shares of the Registrant.
2. That they had sufficient knowledge in financial, business, or
investment matters to evaluate the merits and risks of the
investment.
3. That they had a certain net worth sufficient to meet the
suitability standards of the Registrant.
4. That the Registrant has made available to them, his counsel
and his advisors, the opportunity to ask questions and that
they have been given access to any information, documents,
financial statements, books and records relative to the
Registrant and an investment in the shares of the Registrant.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and By-laws of the Registrant provide
for indemnification of the Registrant's officers and directors for
liabilities arising due to certain acts performed on behalf of the Registrant
that are not a result of any act of omission by any such director or
officers: provided, however, that the foregoing provision shall not eliminate
or limit the liability of directors or officers (i) for acts of omissions
which involve intentional misconduct, fraud or a knowing violation of the
law, or (ii) the payment of dividends in violation of section 78.300 of the
Nevada Revised Statutes. Although the state statutes allow for
indemnification of officers and directors, the SEC rules prohibit
indemnification of officers and directors of publicly held companies.
PART F/S
The following financial statements are submitted pursuant to the
information required by Item 310 of Regulation S-B:
<PAGE>
FINANCIAL STATEMENTS
NO. DESCRIPTION
--- -----------
FS-1 Integrated Systems International, Inc. (A
Developmental Stage Company) Financial Statements and
Report of Independent Certified Public Accountant
from July 16, 1998 (Date of Inception) to February
28, 1999 and for the Year Ended February 29, 2000
FS-2 Planet Sweep (A Developmental Stage Company)
Consolidated Financial Statements (Unaudited,
Prepared By The Management) May 31, 2000
PART III
ITEM 1. INDEX TO EXHIBITS
The exhibits listed and described below in Item 2 are filed herein as
the part of this Registration Statement.
ITEM 2. DESCRIPTION OF EXHIBITS
The following documents are filed herein as Exhibit Numbers 2, 3, 5, 6
and 7 as required by Part III of Form 1-A:
EXHIBIT NO. DESCRIPTION
----------- -----------
2 CHARTER AND BY-LAWS
2.1 Certificate of Amendment of the Certificate
of Incorporation of Integrated Systems
International, Inc.
2.2 Corporate Charter and Articles of
Incorporation of Integrated Systems
International, Inc.
2.3 By-Laws of Integrated Systems International,
Inc.
3 NONE INSTRUMENTS REFINING THE RIGHTS OF THE
SECURITY HOLDERS
5 NONE VOTING TRUST AGREEMENTS
6 MATERIAL CONTRACTS
<PAGE>
6.1 Assignment between Krystol Cameron and
Integrated Systems International, Inc. dated
14th March 2000 for Anti-Bootleg Audio
Encryption Patent.
6.2 Assignment between Krystol Cameron and
Integrated Systems International, Inc. dated
14th March 2000 for Automated Search Engine.
6.3 Employment Agreement between Integrated
Systems International, Inc. and Aziz Hirji
dated January 1, 2000.
6.4 Advisory Committee Agreement between
Integrated Systems International, Inc. and
Andrew L. Schwab dated March 1, 2000.
6.5 Financial Advisory Agreement between
Villiers Capital Partners, LLC and
Integrated Systems International, Inc. dated
March 9, 2000.
6.6 Employment Agreement between Integrated
Systems International, Inc. and Dennis K.
Stewart dated March 12, 2000.
6.7 Employment Agreement between Integrated
Systems International, Inc. and Terrence M.
Tierney dated March 12, 2000.
6.8 Employment Agreement between Integrated
Systems International, Inc. and Gary Burns
dated March 14, 2000.
6.9 Employment Agreement between Integrated
Systems International, Inc. and Trevor M.
Alfried dated March 14, 2000.
6.10 Consulting Agreement between Integrated
Systems International, Inc. and Kasstech,
Inc. dated March 14, 2000.
6.11 Memorandum of Understanding between
Integrated Systems International, Inc. and
Loral CyberStar, Inc. dated March 17, 2000.
6.12 Co-Marketing Agreement between Integrated
Systems International, Inc. and Access
Power, Inc. dated April 28, 2000.
<PAGE>
6.13 Consulting Agreement between Planet
Sweep Entertainment, Michael Schenkein and
Wet Beak Holdings, Inc. dated 8th of May,
2000.
6.14 Employment Agreement between Integrated
Systems International, Inc. and Adekunbi
Oyebolu dated May 1, 2000.
6.15 Confidentiality/Non-Disclosure Agreement
between Satama UA Inc. and ISYS Networks,
Inc. dated May 12, 2000.
6.16 Office Service Agreement with HQ Business
Centers dated June 1, 2000.
27 FINANCIAL DATA SCHEDULE
SIGNATURES
In accordance with Section 12 the Securities and Exchange Act of
1934, the Registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
PLANET SWEEP, INC.
DATED: August 22, 2000 BY: /s/ TERRENCE M. TIERNEY
--------------------------
TERRENCE M. TIERNEY
Chief Executive Officer
<PAGE>
FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
No. Description
--- -----------
<S> <C>
FS-1 Integrated Systems International, Inc. (A Developmental
Stage Company) Financial Statements and Report of
Independent Certified Public Accountant from July 16,
1998 (Date of Inception) to February 28, 1999 and for the
Year Ended February 29, 2000
FS-2 Planet Sweep (A Developmental Stage Company) Consolidated
Financial Statements (Unaudited, Prepared By The
Management) May 31, 2000
</TABLE>
<PAGE>
FINANCIAL STATEMENT NO. 1
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENTAL STAGE COMPANY)
FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT FROM JULY 16, 1998
(DATE OF INCEPTION) TO FEBRUARY 28, 1999 AND
FOR THE YEAR ENDED FEBRUARY 29, 2000
<PAGE>
[LOGO]
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FROM JULY 17, 1998 (DATE OF INCEPTION) TO FEBRUARY 28, 1999
AND FOR THE YEAR ENDED FEBRUARY 29, 2000
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
--------------------------------------------------------------------------------
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Certified Public Accountants F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6-10
</TABLE>
<PAGE>
9 ENDO BOULEVARD [LOGO] TEL: 516 222-7780
GARDEN CITY, NEW YORK 11530 FAX: 516 222-2377
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders
Integrated Systems International, Inc.
We have audited the accompanying balance sheets of Integrated Systems
International, Inc. (a development stage company) as of February 29, 2000 and
February 28, 1999, the related statements of operations, stockholders' equity
and cash flows for the periods from inception (July 17, 1998) to February 28,
1999 and for the year ended February 29, 2000. 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present fairly,
in all material respects, the financial position of Integrated Systems
International, Inc. as of February 29, 2000 and February 28, 1999 and the
results of its operations and its cash flows for the period from inception
(July 17, 1998) to February 28, 1999 and for the year ended February 29, 2000
in conformity with generally accepted accounting principles.
Garden City, New York
June 16, 2000
F-1
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash $ 55,000 -
------------ ------------
Total assets $ 55,000 $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accrued salary and expenses payable $ 50,971 $ 1,231
Franchise taxes payable 2,472 1,236
Investor deposits - 1,100
------------ ------------
Total liabilities 53,443 3,567
------------ ------------
Commitment (Note 3)
Stockholders' equity
Common stock, $.001 par value
authorized: 100,000,000 shares;
issued and outstanding: 16,055,000 shares - 2000;
11,000,000 shares - 1999 16,055 11,000
Additional paid-in capital 52,195 -
Deficit accumulated during the development stage (66,693) (14,567)
------------ ------------
Total stockholders' equity (deficit) 1,557 (3,567)
------------ ------------
Total liabilities and stockholders' equity $ 55,000 $ -
============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-2
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
July 17, 1998
(Date of
Inception) Cumulative
Year Ended Through During
February 29, February 28, Development
2000 1999 Stage
------------- ------------- -------------
<S> <C> <C> <C>
Expenses
Officers' salary $ 40,000 $ 11,000 $ 51,000
Professional fees 10,890 2,331 13,221
Franchise taxes 1,236 1,236 2,472
------------- ------------- ------------
Net loss $ (52,126) $ (14,567) $ (66,693)
============= ============= =============
Net loss per common share $ - $ - $ (0.01)
============= ============= =============
Weighted average number of shares
outstanding 15,605,929 9,546,256 13,286,290
============= ============= =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-3
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
------------------------------ Paid-In Development
Total Shares Amount Capital Stage
----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Issuance of common stock $ 11,000 11,000,000 $ 11,000 - -
Net loss for period July 17, 1998
(date of inception) through
February 28, 1999 (14,567) - - - $ (14,567)
----------- ------------ ----------- ----------- -----------
Balance - February 28, 1999 (3,567) 11,000,000 11,000 (14,567)
Net proceeds from the sale
of common stock 57,250 5,055,000 5,055 $ 52,195 -
Net loss for the year
ended February 29, 2000 (52,126) - - - (52,126)
----------- ------------ ----------- ----------- -----------
Balance - February 29, 2000 $ 1,557 16,055,000 $ 16,055 $ 52,195 $ (66,693)
=========== ============ =========== =========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-4
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
July 17, 1998
(Date of
Inception) Cumulative
Year Ended Through During
February 29, February 28, Development
2000 1999 Stage
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows used in operating activities
Cash paid to counsel $ (3,900) $ (1,100) $ (5,000)
Cash flows from financing activities
Proceeds from investor deposits - 1,100 1,100
Proceeds from sale of common stock 58,900 - 58,900
----------- ----------- -----------
Net increase and ending balance in cash $ 55,000 $ - $ 55,000
=========== =========== ===========
RECONCILIATION OF NET LOSS TO
NET CASH FROM OPERATING ACTIVITIES
Net loss $ (52,126) $ (14,567) $ (66,693)
----------- ----------- -----------
Adjustments to reconcile net loss to
net cash used in operating activities
Stock-based compensation - 11,000 11,000
Increase in liabilities
Accrued salary and expenses payable 46,990 1,231 48,221
Income taxes payable 1,236 1,236 2,472
----------- ----------- -----------
Total adjustments 48,226 13,467 61,693
----------- ----------- -----------
Net cash used in operating activities $ (3,900) $ (1,100) $ (5,000)
=========== =========== ===========
</TABLE>
There were no cash payments for interest and income
taxes paid during the period from inception (July 17, 1998)
through February 29, 2000.
SEE NOTES TO FINANCIAL STATEMENTS.
F-5
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
--------------------------------------------------------------------------------
NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) DESCRIPTION OF BUSINESS
Integrated Systems International, Inc. (iSys), formed on July 17, 1998,
is expected to be a provider of proprietary Internet technology and
content development to Internet service providers throughout the world.
Revenue will primarily be generated through electronic commerce
licensing of its content and technologies to third parties, advertising
and sponsorships, information technology consulting, and replication of
compact discs, DVDs and CD-Roms.
As of February 29, 2000, iSys has not earned any revenue. As a result,
iSys is in the development stage. Activity through February 29, 2000
was devoted primarily to raising capital, development of corporate
strategy and building of alliances.
b) 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 as of
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results may
differ from those estimates.
c) INCOME TAXES
No income taxes were provided since iSys incurred losses from the date
of inception (July 17, 1998) to February 28, 1999 and for the year
ended February 29, 2000. Normally, taxes are provided on all revenue
and expense items included in the statements of operations, regardless
of the period in which such items are recognized for income tax
purposes, except for items representing a permanent difference between
pretax accounting income and taxable income.
d) NET LOSS PER COMMON SHARE
Net loss per common share was computed by dividing the net loss for the
periods by the weighted average number of common shares outstanding
during the periods.
NOTE 2 - STOCK BASED COMPENSATION
The fair value of stock issued to officers for services rendered for
the period ended February 28, 1999 is accounted for in accordance with
Financial Accounting Standards Board Statement No. 123 "Accounting for
Stock-Based Compensation". A total of 11,000,000 shares were issued
each having a fair value approximating its par value of $.001.
Compensation cost of $11,000 was charged to operations.
--------------------------------------------------------------------------------
F-6
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
--------------------------------------------------------------------------------
Note 3 - Commitment - Employment Agreement
An employment agreement with the chief executive officer provides base
annual compensation as follows:
Year Ending
February Amount
-------- ------
2001 $ 300,000
2002 240,000
2003 200,000
----------
$ 740,000
In addition, bonuses and stock options will be payable upon attainment
of certain earnings goals.
NOTE 4 - INCOME TAXES
ISys accounts for income taxes on the liability method, as provided by
Statement of Financial Accounting Standards 109, Accounting for Income
Taxes (SFAS 109). There were no income taxes provided for the period
from inception to February 28, 1999 or for the year ended February 29,
2000. There were no differing methods of reporting income for tax
purposes as compared to financial reporting purposes.
Deferred tax assets and liabilities consist of the following:
2000 1999
---- ----
Deferred tax assets:
Net operating loss carryover $23,457 $6,555
Less valuation allowance 23,457 6,555
------- ------
$ - $ -
======= ======
Deferred tax liabilities $ - $ -
======= ======
The valuation allowances provided for the periods are based on
management's valuation of the likelihood of realization.
ISys incurred net operating losses of $66,693 available to offset
future income for financial reporting purposes expiring during the
years ending February 28, 2018 and 2019, if not utilized.
NOTE 5 - SUBSEQUENT EVENTS
a) COMMON STOCK ISSUANCES
During the period from March 1, 2000 through June 12, 2000,
iSys sold 348,800 shares of common stock and raised $348,800
before sales commissions. All shares issued are restricted as
to transferability for one year as stipulated in the share
purchase agreements and are further limited by the resale
provisions of SEC Rule 144.
--------------------------------------------------------------------------------
F-7
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
--------------------------------------------------------------------------------
NOTE 5 - SUBSEQUENT EVENTS (CONTINUED)
b) ADVISORY COMMITTEE AGREEMENT
On March 1, 2000, an agreement was entered into with an
individual to serve as chairman of the Advisory Committee. The
individual is a partner in the law firm providing corporate
counsel. The Advisory Committee is responsible for continually
analyzing the business plan and objectives of iSys and making
recommendations as to its improvement. As an inducement for
his continued services, the chairman was awarded 300,000
shares of restricted common stock; 30,000 shares are fully
vested and the remaining 270,000 shares will vest (assuming
the chairman's continued service) in 45,000 share increments
at the end of each six month period through March 1, 2003.
These shares have been valued at $.01 per share for a total
valuation of $3,000.
c) FINANCIAL ADVISORY AGREEMENT
On March 9, 2000, iSys entered into an agreement with a
related party controlled by certain members of management. The
agreement includes services such as marketing to potential
investors, the engagement of underwriters, investor services
and relations, assisting in the preparation of required
filings with the Securities and Exchange Commission and
outsourced treasury functions. Compensation will be as
follows:
Year Ending
February Amount
-------- ------
2001 $ 84,000
2002 102,000
2003 102,000
2004 132,000
2005 132,000
-------
$ 552,000
=======
In addition, the related party received 600,000 shares of
restricted common stock; 300,000 shares are fully vested and
the remaining 300,000 shares will vest (assuming the continued
use of the outsourced treasury functions) in 60,000 share
increments at the end of each six month period through March
15, 2003. These shares have been valued at $.01 per share for
a total valuation of $6,000.
The related party will also be paid a fee based on a
percentage of capital raised during the five-year term of the
agreement.
d) CONTRIBUTION OF PATENTS/CONSULTING AGREEMENT
On March 14, 2000, 6,000,000 shares of restricted stock was
issued to Kasstech, Inc. in exchange for two provisional
patents (an automated search engine and anti-bootleg
technology) and for various services to be rendered. These
shares have been valued at $.05 per share for a total
valuation of $300,000.
In addition, a consulting agreement was entered into with
Kasstech, Inc. committing iSys to pay consulting fees of
$10,000 per month through March 2005.
------------------------------------------------------------------------------
F-8
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
--------------------------------------------------------------------------------
NOTE 5 - SUBSEQUENT EVENTS (CONTINUED)
e) EMPLOYMENT AGREEMENTS
Between March and May 2000, several employment agreements were
entered into whereby iSys issued 2,450,000 shares of
restricted stock to various employees. These shares vest over
time based on those employees' continued service through 2003.
These shares have been valued at $.01 per share for a total
valuation of $24,500. Assuming continued employment, the
shares will vest as follows:
Year Ending Number
February of Shares
-------- ---------
2001 408,333
2002 816,666
2003 816,666
2004 408,335
---------
2,450,000
==========
f) CONSULTING AGREEMENT - INFORMATION TECHNOLOGY
On April 1, 2000, a consultant was engaged to manage the
information technology consulting practice of iSys. The
consultant's compensation includes 1,000,000 shares of
restricted stock that will vest (assuming the consultant's
continued service) in 166,667 share increments at the end of
each six month period through March, 2003. These shares have
been valued at $.01 per share for a total valuation of
$10,000.
In addition, the consulting agreement requires iSys to pay
consulting fees of $7,900 per month through March 2003.
g) COOPERATIVE MARKETING AGREEMENT
On April 28, 2000, a marketing agreement was entered into with
a seller of certain Internet services and products. iSys will
earn commission income based upon revenues collected by the
seller as a result of sales referred through a web link or
otherwise by iSys.
h) CONSULTING AGREEMENT
On May 8, 2000, a consultant was engaged to serve as the
director of content development. The consultant's compensation
includes 1,000,000 shares of restricted stock that will vest
(assuming the consultant's continued service) in 166,667 share
increments at the end of each six month period through May 1,
2003. These shares have been valued at $.01 per share for a
total valuation of $10,000.
F-9
<PAGE>
INTEGRATED SYSTEMS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
--------------------------------------------------------------------------------
NOTE 5 - SUBSEQUENT EVENTS (CONTINUED)
i) NAME CHANGES
On May 31, 2000, iSys changed its name to Planet Sweep, Inc.
j) AGREEMENT
As of June 15, 2000, an agreement of understanding was reached
with an outside party to design and manage the travel section
of the iSys website. The agreement will require payments of
$10,000 per month during a three year term. In addition, iSys
will issue 1,000,000 shares of restricted stock that will vest
(assuming the party's continued service) in 166,667 share
increments at the end of each six month period through May,
2003. These shares have been valued at $.01 per share for a
total valuation of $10,000.
F-10
<PAGE>
FINANCIAL STATEMENT NO. 2
-------------------------
PLANET SWEEP (A DEVELOPMENTAL STAGE COMPANY) CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED, PREPARED BY THE MANAGEMENT) MAY 31, 2000
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MAY 31, 2000
UNAUDITED - PREPARED BY MANAGEMENT
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MAY 31, 2000
--------------------------------------------------------------------------------
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Balance Sheets F-1
Statements of Operations F-2
Statements of Changes in Stockholders' Equity (Deficit) F-3
Statements of Cash Flows F-4
Notes to Financial Statements F-5-8
</TABLE>
UNAUDITED - PREPARED BY MANAGEMENT
<PAGE>
<TABLE>
<CAPTION>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
----------------------------------------------------------------------------------------------
MAY 31
-----------------------
2000 1999
---------- ---------
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ 55,748
Accounts receivable 2,665
Prepaid expenses and other assets 15,833
--------- ---------
Total current assets 74,246
--------- ---------
Other assets
Patents 250,000
Deferred software costs 67,235
Office furnishings 7,598
Security deposit 6,220
--------- ---------
331,053
--------- ---------
$ 405,299
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts and accrued expenses payable $ 142,339 $ 2,596
Franchise taxes payable 1,236 1,236
--------- ---------
Total current liabilities 143,575 3,832
--------- ---------
Commitment (Note 7)
Stockholders' equity
Common stock, $.001 par value
Authorized: 100,000,000 shares
Issued and outstanding: 27,070,800 shares (2000);
16,000,000 shares (1999) 27,071 16,000
Additional paid-in capital 648,274
Unearned compensation (53,700)
Deficit accumulated during the development stage (359,921) (19,832)
--------- ---------
261,724 (3,832)
--------- ---------
$ 405,299 $
========= =========
</TABLE>
UNAUDITED - PREPARED BY MANAGEMENT
SEE NOTES TO FINANCIAL STATEMENTS.
------------------------------------------------------------------------------
F-1
<PAGE>
<TABLE>
<CAPTION>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------------
Three Months Ended Cumulative
May 31 During
------------------------------- Development
2000 1999 Stage
------------ ------------ ------------
<S> <C> <C> <C>
Revenues $ 5,383 $ 5,383
----------- ----------- ---------
Expenses
Payroll and benefits 148,819 199,819
Consulting 68,642 68,642
Professional fees 50,850 $ 5,265 64,071
Office 14,058 14,058
Disc replication 3,784 3,784
Travel, entertainment and promotion 3,823 3,823
Rent 2,500 2,500
Other general and administrative 6,135 8,607
----------- ----------- ---------
298,611 5,265 365,304
----------- ----------- ---------
Net loss $ (293,228) $ (5,265) $ (359,921)
=========== =========== ============
Net loss per common share $ (.01) $ (.02)
=========== =========== ============
Weighted average number of shares outstanding 21,388,000 13,500,000 14,624,000
=========== =========== ============
UNAUDITED - PREPARED BY MANAGEMENT
SEE NOTES TO FINANCIAL STATEMENTS.
----------------------------------------------------------------------------------------------------
F-2
</TABLE>
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
THREE MONTHS ENDED MAY 31, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-In Unearned Development
Total Shares Amount Capital Compensation Stage
----------- ----------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance - March 1, 1999 $ (3,567) 11,000,000 $ 11,000 $ (14,567)
Issuance of stock 5,000 5,000,000 5,000
Net loss (5,265) (5,265)
----------- ----------- ---------- ----------- ------------ -------------
Balance - May 31, 1999 $ (3,832) 16,000,000 $ 16,000 $ (19,832)
=========== =========== ========== =========== ============ =============
Balance - March 1, 2000 $ 1,557 16,055,000 $ 16,055 $ 52,195 $ (66,693)
Capital contributions, net of brokerage
commissions of $15,705 300,095 315,800 316 299,779
Stock issued to acquire patents 250,000 5,000,000 5,000 245,000
Stock - based compensation to
employees/nonemployees 3,300 5,700,000 5,700 51,300 $ (53,700)
Net loss (293,228) (293,228)
----------- ----------- ---------- ---------- ----------- --------------
Balance - May 31, 2000 $ 261,724 27,070,800 $ 27,071 $ 648,274 $ (53,700) $ (359,921)
=========== =========== ========== ========== =========== ==============
</TABLE>
UNAUDITED - PREPARED BY MANAGEMENT
SEE NOTES TO FINANCIAL STATEMENTS.
-------------------------------------------------------------------------------
F-3
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Cumulative
May 31 During
--------------------------- Development
2000 1999 Stage
---------- ---------- -----------
<S> <C> <C> <C>
Cash flows used in operating activities
Cash received from customers $ 2,718 $ 2,718
Cash paid to suppliers and employees (235,187) $ (3,900) (240,187)
---------- ---------- -----------
Net cash used in operating activities (232,469) (3,900) (237,469)
---------- ---------- -----------
Cash flows used in investing activities
Additions to internally developed software (67,235) (67,235)
Acquisition of office furnishings (7,598) (7,598)
---------- ---------- -----------
(74,833) (74,833)
---------- ---------- -----------
Cash flows from financing activities
Net proceeds from sale of common stock 308,050 3,900 368,050
---------- ---------- -----------
Net increase in cash and cash equivalents 748 55,748
Cash and cash equivalents, beginning 55,000
---------- ---------- -----------
Cash and cash equivalents, ending $ 55,748 $ $ 55,748
========== ========== ===========
RECONCILIATION OF NET LOSS TO
NET CASH FROM OPERATING ACTIVITIES
Net loss $(293,228) $ (5,265) $(359,921)
---------- ----------- -----------
Adjustments to reconcile net loss to
net cash used in operating activities
Stock-based compensation 3,300 14,300
Increase in assets
Accounts receivable (2,665) (2,665)
Prepaid expenses and other assets (15,833) (15,833)
Security deposit (6,220) (6,220)
Increase (decrease) in liabilities
Accounts and accrued expenses payable 83,413 1,365 131,634
Franchise taxes payable (1,236) 1,236
---------- ----------- ----------
60,759 1,365 122,452
---------- ----------- ----------
Net cash used in operating activities $(232,469) $ (3,900) $(237,469)
========== =========== ==========
Non-cash investing and financing activity:
Fair value of patents acquired through
issuance of common stock $ 250,000
==========
</TABLE>
UNAUDITED - PREPARED BY MANAGEMENT
SEE NOTES TO FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
F-4
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2000
-------------------------------------------------------------------------------
NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) DESCRIPTION OF BUSINESS
Planet Sweep, Inc. (the Company), was formed as Integrated
Systems International, Inc. on July 17, 1998. The Company,
which changed its name to Planet Sweep, Inc. on May 31, 2000,
will provide proprietary Internet technology and content
development to Internet service providers throughout the
world. Revenue will primarily be generated through electronic
commerce, licensing of its content and technologies to third
parties, advertising and sponsorships, digital professional
services, and replication of compact discs, DVDs and CD-Roms.
Activity through May 31, 2000 was devoted primarily to raising
capital, development of corporate strategy and building of
alliances.
b) 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 as of the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from
those estimates.
c) INCOME TAXES
No income taxes are provided because losses have been incurred
since the date of inception. Normally, income taxes are
provided on all revenue and expense items included in the
statements of operations, regardless of the period in which
such items are recognized for income tax purposes, except for
items representing a permanent difference between pretax
accounting and taxable income.
d) NET LOSS PER COMMON SHARE
Net loss per common share was computed by dividing the net
loss for the periods by the weighted average number of common
shares outstanding during the periods.
e) CASH AND CASH EQUIVALENTS
Cash equivalents consist of a money market fund. The fund,
having a balance approximating $64,000 as of May 31, 2000, is
not federally insured.
UNAUDITED - PREPARED BY MANAGEMENT
------------------------------------------------------------------------------
F-5
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2000
-------------------------------------------------------------------------------
NOTE 2 - STOCK-BASED COMPENSATION
Stock-based compensation cost is accounted for under Statement of
Financial Accounting Standards ("SFAS") No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION, which permits continued application of the
intrinsic value method of Accounting Principles Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB No. 25"). Under the
intrinsic value method, compensation cost represents the excess, if
any, of the market price of the Company's common stock at the grant
date over the amount the grantee must pay for the stock. Common stock
issued to nonemployees in exchange for goods and services is accounted
for based on the fair value of the goods or services received or the
fair value of the stock issued, whichever can be more reliably
measured. On March 14, 2000, the Company issued 5,000,000 shares of
restricted stock to an unrelated party in exchange for two provisional
patents (an automated search engine and anti-bootleg technology) and
for various services to be rendered. These patents have been valued at
$250,000, or $.05 per share. Amortization of the patents will commence
in June 2000 and will be recorded over their expected useful lives of
two years by the straight-line method.
In addition, 5,700,000 shares of restricted stock were issued to
employees (2,750,000) and others (2,950,000) during the three months
ended May 31, 2000 for services rendered and to be rendered. These
shares have been valued at $.01 per share and caused the Company to
record consulting expenses (rendered as of May 31, 2000) and unearned
compensation (to be rendered after May 31, 2000) of $3,300 and $53,700,
respectively. The unearned compensation will be amortized to expense
over the related service periods, which continue through 2003.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes on the liability method, as
provided by Statement of Financial Accounting Standards ("SFAS") No.
109, ACCOUNTING FOR INCOME TAXES. Due to the operating losses, there
have been no income taxes provided since inception. There are no
significant differences between financial and income tax reporting for
the treatment of income and expense.
Deferred tax assets consist of the following:
<TABLE>
<CAPTION>
MAY 31
--------------------------
2000 1999
----------- ----------
<S> <C> <C>
Deferred tax assets
Net operating loss carryover $ 162,000 $ 9,000
Less: valuation allowance 162,000 9,000
----------- ----------
$ -0- $ -0-
=========== ==========
</TABLE>
UNAUDITED - PREPARED BY MANAGEMENT
------------------------------------------------------------------------------
F-6
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2000
--------------------------------------------------------------------------------
NOTE 3 - INCOME TAXES (CONTINUED)
The benefit of the Company's net operating loss carryforward has been
reduced 100% by a valuation allowance. The Company will continue to
assess the valuation allowance and to the extent it is determined that
such allowance is no longer required, the tax benefit of the remaining
net operating loss will be recognized in the future.
Net operating loss carryforwards approximating $360,000 are available
to reduce future taxable income. These carryforwards expire during 2018
through 2020.
NOTE 4 - DEFERRED SOFTWARE COSTS
Deferred software costs consist of consulting fees paid to a
stockholder for the development of a search engine interface and
website. Such costs will be amortized over the expected useful lives of
the software, which is estimated to be two years, by the straight-line
method. The software will be placed into service during the quarter
ended August 31, 2000.
NOTE 5 - OFFICE FURNISHINGS
Office furnishings consist of a gas plasma screen that will be placed
into service in June 2000. Depreciation will be provided by the
straight-line method over the estimated useful life of seven years.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company had the following transactions with various stockholders:
<TABLE>
<CAPTION>
Three Months
Ended
May 31,
2000
------------
<S> <C>
Consulting fees $ 54,000
Legal fees 19,000
Brokerage commissions 15,705
Patents 250,000
Software costs 67,235
May 31
-------------------
2000 1999
--------- --------
Accounts and accrued expenses payable $ 28,000 $ 721
</TABLE>
In addition, included in accounts payable and accrued expenses as of
May 31, 2000 is $60,000 of payroll costs owed to an
officer/stockholder.
UNAUDITED - PREPARED BY MANAGEMENT
--------------------------------------------------------------------------------
F-7
<PAGE>
PLANET SWEEP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2000
-------------------------------------------------------------------------------
NOTE 7 - COMMITMENTS
a) EMPLOYMENT AGREEMENT
An employment agreement with an officer provides base annual
compensation as follows:
<TABLE>
<CAPTION>
Year Ending
February
--------
<C> <C>
2001 (nine months) $ 240,000
2002 240,000
2003 200,000
-----------
$ 680,000
===========
</TABLE>
b) FINANCIAL ADVISORY AND OTHER CONSULTING AGREEMENTS
Agreements entered into with stockholders will require
compensation as follows:
<TABLE>
<CAPTION>
Year Ending
February
--------
<C> <C>
2001 (nine months) $ 314,100
2002 436,800
2003 436,800
2004 272,000
2005 252,000
-----------
$ 1,711,700
===========
</TABLE>
In addition, the financial advisory agreement requires the
Company to pay a percentage of capital raised during the
agreement's five-year term.
NOTE 8 - SUBSEQUENT EVENT - COMMON STOCK PROCEEDS
During the period from June 1, 2000 through August 15, 2000, the
Company realized approximately $175,000 of net proceeds from the sale
of common stock. All shares issued are restricted as to transferability
for one year as stipulated in the share purchase agreements and are
further limited by the resale provisions of Sec. Rule 144.
UNAUDITED - PREPARED BY MANAGEMENT
--------------------------------------------------------------------------------
F-8
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
2.1 Certificate of Amendment of the Certificate of
Incorporation of Integrated Systems International, Inc.
2.2 Corporate Charter and Articles of Incorporation of
Integrated Systems International, Inc.
2.3 By Laws of Integrated Systems International, Inc.
6.1 Assignment between Krystol Cameron and Integrated
Systems International, Inc. dated 14th March 2000 for
Anti-Bootleg Audio Encryption Patent.
6.2 Assignment between Krystol Cameron and Integrated
Systems International, Inc. dated 14th March 2000 for
Automated Search Engine.
6.3 Employment Agreement between Integrated Systems
International, Inc. and Aziz Hirji dated January 1, 2000.
6.4 Advisory Committee Agreement between Integrated Systems
International, Inc. and Andrew L. Schwab dated March 1,
2000.
6.5 Financial Advisory Agreement between Villiers Capital
Partners, LLC and Integrated Systems International, Inc.
dated March 9, 2000.
<PAGE>
6.6 Employment Agreement between Integrated Systems
International, Inc. and Dennis K. Stewart dated March 12,
2000.
6.7 Employment Agreement between Integrated Systems
International, Inc. and Terrence M. Tierney dated
March 12, 2000.
6.8 Employment Agreement between Integrated Systems
International, Inc. and Gary Burns dated March 14, 2000.
6.9 Employment Agreement between Integrated Systems
International, Inc. and Trevor M. Alfried dated March 14,
2000.
6.10 Consulting Agreement between Integrated Systems
International, Inc. and Kasstech, Inc. dated March 14,
2000.
6.11 Memorandum of Understanding between Integrated Systems
International, Inc. and Loral CyberStar, Inc. dated
March 17, 2000.
6.12 Co-Marketing Agreement between Integrated Systems
International, Inc. and Access Power, Inc. dated April 28,
2000.
6.13 Consulting Agreement between Planet Sweep Entertainment,
Michael Schenkein and Wet Beak Holdings, Inc. dated 8th of
May, 2000.
6.14 Employment Agreement between Integrated Systems
International, Inc. and Adekunbi Oyebolu dated May 1,
2000.
<PAGE>
6.15 Confidentiality/Non-Disclosure Agreement between Satama
UA Inc. and ISYS Networks, Inc. dated May 12, 2000.
6.16 Office Service Agreement with HQ Business Centers dated
June 1, 2000.
27 Financial Data Schedule
</TABLE>
