<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
----------------- ------------------
Commission File Number 0-31193
USIP.COM, INC.
------------------------------
(Exact name of small business issuer as specified in its charter)
Utah 16-1583162
------------------------------- -------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7325 Oswego Road
Liverpool, New York 13090
(Address of principal executive offices)
(315) 451-7515
(Issuer's telephone number)
---------------------------------------
(Former name, former address and former fiscal year
if changed since last report)
Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes / / No / X /
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 16,023,388 shares
of Common Stock,$.01 par value, were outstanding as of September 20,
2000.
Transitional Small Business Disclosure Forms (check one):
Yes / / No / X /
<PAGE>
USIP.COM, INC.
INDEX TO FORM 10-QSB
JUNE 30, 2000
<TABLE>
<CAPTION>
Page Nos.
---------
<S> <C>
PART I-----------------------------------------------------------------------3
ITEM 1-----------------------------------------------------------------------3
Balance Sheets---------------------------------------------------------------3
Statements of Income and Retained Earnings-----------------------------------4
Statement of Cash Flows------------------------------------------------------5
Notes to Financial Statements------------------------------------------------6
ITEM 2-----------------------------------------------------------------------7
PART II----------------------------------------------------------------------9
ITEM 1-----------------------------------------------------------------------9
ITEM 2-----------------------------------------------------------------------9
ITEM 3-----------------------------------------------------------------------9
ITEM 4-----------------------------------------------------------------------9
ITEM 5-----------------------------------------------------------------------9
ITEM 6-----------------------------------------------------------------------10
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
USIP.COM, INC
CONSOLIDATED BALANCE SHEET
June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 54,357
Commissions and Sales Receivable, Net 158,440
Inventory 65,063
Prepaid Insurance 4,478
---------------
TOTAL CURRENT ASSETS 282,338
---------------
FIXED ASSETS
Telephone and Office Equipment 1,532,145
Vehicle 18,811
---------------
1,550,956
Less: Accumulated Depreciation (155,942)
---------------
---------------
Net Fixed Assets 1,395,014
---------------
TOTAL ASSETS $1,677,352
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 150,625
Line of Credit 100,195
Accrued Payroll and Payroll Taxes 6,681
Accrued State Gross Receipts Taxes 8,457
Other Accrued Expenses 531
Current Portion of Long-Term Debt 1,076
---------------
TOTAL CURRENT LIABILITIES 267,565
---------------
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value 25,000,000 176,139
Shares authorized, 17,613,888 shares
issued and outstanding
Additional Paid In Capital 1,089,745
Retained Earnings 143,903
---------------
TOTAL STOCKHOLDERS' EQUITY 1,409,787
---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,677,352
===============
</TABLE>
See Notes To Financial Statement
3
<PAGE>
USIP.COM, INC
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
For the Three Months Ended June 30, 2000
(unaudited)
<TABLE>
<S> <C>
SALES
Commissions $ 72,599
Coin Collections 157,244
Dial Around 90,487
Dial Tone 7,771
Equipment Sales 56,490
Service and Repair Sales 10,128
--------------------
Total Sales 394,719
--------------------
COST OF SALES
Telecommunications Costs 123,188
Commissions 9,689
Repairs and Service Supplies 306
Other Direct Expenses - Travel 12,235
Depreciation 52,040
Supplies 5,767
--------------------
Total Cost of Sales 203,225
--------------------
GROSS PROFIT 191,494
--------------------
OPERATING EXPENSES
Salaries and Wages 88,534
Payroll Taxes 8,122
Insurance 12,544
Telephone 89,183
Utilities 3,180
Vehicle Expenses 6,041
Rent 19,372
Professional Fees 6,584
Office Expense 9,773
--------------------
Total Operating Expenses 243,333
--------------------
OPERATING INCOME (LOSS) (51,839)
--------------------
OTHER INCOME (EXPENSE)
Other Income 1,277
--------------------
Total Other Income 1,277
--------------------
NET INCOME (LOSS) (50,562)
RETAINED EARNINGS - BEGINNING 194,465
--------------------
RETAINED EARNINGS - ENDING $ 143,903
====================
Weighted Common Shares Outstanding 17,613,888
Net Loss per Common Share $ -
====================
</TABLE>
See Notes To Financial Statement
4
<PAGE>
USIP.COM, INC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
<S> <C>
Cash Flows From Operating Activities:
Net (Loss) $ (50,562)
Adjustments to reconcile net (loss) to net
cash provided (used) by operating activities:
Depreciation Expense 52,040
-
(Increase) in Commissions and Sales Receivables (2,154)
(Increase) in Inventory -
Decrease in Prepaid Insurance 178
Increase in Sales Tax Payable 119
Increase in Accounts Payable 5,000
(Decrease) in Accrued Expenses and Wages
(Decrease) in Accrued State Gross Receipts Taxes
------------------
Net cash (used) by operating activities 4,621
------------------
Cash Flows From Investing Activities:
Purchase of Telephone Equipment (66,000)
------------------
Net cash provided by investing activities (66,000)
------------------
Cash Flows From Financing Activities:
Proceeds received from Line of Credit 70,000
Repayments on Line of Credit Borrowings (3,102)
------------------
Net cash (used) by financing activities 66,898
------------------
Net Increase in cash 5,519
Cash - Beginning of Period 48,838
------------------
Cash - End of Period $ 54,357
==================
Supplemental Disclosures of Cash Flow Information:
Cash Paid During Period The Period For:
Interest $ -
Income Taxes $ -
</TABLE>
See Notes To Financial Statement
5
<PAGE>
USIP.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
NOTE 1. SUMMARY INFORMATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q of Regulation S-X and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of the
management of the Company, all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation have been included. Operating
results for the three months ended June 30, 2000 are not indicative of the
results of operations that may be expected for the year ending December 31,
2000.
NOTE 2. CONSOLIDATION POLICES
On January 31, 2000, the Company issued 7,268,388 shares of its common stock, in
exchange for all the issued and outstanding stock of Datone Communications, Inc.
On April 29, 2000 the Company issued 8,750,000 shares of its common stock in
exchange for all the issued and outstanding stock of NB Payphones, Inc. and
Cointel, Inc. The combinations will be accounted for by the pooling of interests
method. All intercompany transactions have been eliminated in the preparation of
the Financial Statements.
NOTE 3. NET (LOSS) PER COMMON SHARE
Net loss per common share has been calculated by taking the net loss for the
current period and dividing by the weighted average shares outstanding at the
end of the period.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
The following is a discussion and analysis of the results of
operations of the Company and should be read in conjunction with the
Company's financial statements and related notes contained in this Form
10-QSB. This Form 10-QSB contains forward-looking statements that involve
risks and uncertainties. You can identify these statements by the use of
forward-looking words such as "may," "will," "expect," "anticipate,"
"estimate," "continue," or other similar words. You should read statements
that contain these words carefully because they discuss our future
expectations contain projections of our future results of operations or
financial condition or state other "forward-looking" information. We believe
that it is important to communicate our future expectations to our investors.
However there may be events in the future that we are unable to accurately
predict or control. Those events as well as any cautionary language in this
registration statement provide examples of risks, uncertainties and events
that may cause our actual results to differ materially from the expectations
we describe in our forward-looking statements. You should be aware that the
occurrence of the events described in this Form 10-QSB could have a material
adverse effect on our business, operating results and financial condition.
Actual results could differ materially from current expectations. Among the
factors that could effect the Company's actual results and could cause
results to differ from those contained in the forward-looking statements
contained herein is the Company's ability to expand it's customer base, which
will be dependent on business, financial and other factors beyond the
Company's control, including, among others, seasonal aspects such as the
winter months that tend to reduce the frequency of outdoor payphone use in
the east coast, ability to increase our size and marketing area by purchasing
payphones and locations from independent telephone companies, and whether the
public uses our payphones, together with all the risks inherent in the
establishment of a new enterprise and the marketing of new products.
PLAN OF OPERATION
USIP.Com, Inc., (the "Company" or "USIP" or "We"), was incorporated
under the laws of the State of Utah on April 6, 1978 as Derby Farms, Inc. On
January 19, 1982, the Articles of Incorporation were amended and the name of the
company was changed to Commerce Oil of Kentucky, Inc. On February 4, 2000 the
Articles of Incorporation were amended and the name of the company was changed
to USIP.Com, Inc.
On April 29, 2000 we purchased from Riviera Bay Holding Trust, 100% of
the shares of NB Payphones, Inc., ("NB"), a Pennsylvania corporation, the owner
of 641 payphones and Cointel Leasing, Inc., ("Cointel"), a New York corporation,
the owner of 45 payphones, for 8,750,000 restricted shares of common stock.
Cointel and NB are wholly owned subsidiaries of the company. On April 29, 2000,
we entered into a two hundred thousand dollar ($200,000), unsecured line of
credit with Lilly Beter Capital Group, Ltd., with interest at the rate of ten
percent per annum. These funds will be used to purchase and upgrade telephones
that will be placed at new locations. On June 14, 2000 we purchased the payphone
assets, 123 payphones, and associated equipment of Taconic Telephone
Corporation, (Taconic), a New York corporation for $66,000.00.
We own, operate and manage privately owned public payphones in New
York, Pennsylvania and Massachusetts. Our revenue comes from commissions that we
receive from operator service telecommunications companies, and toll free calls.
It also comes from the coins that we collect from the payphones that we own as
well as from sales, service of payphones and prepaid phone cards that we sell at
various locations throughout these states. We enter into site leasing agreements
with various business sites that are open to the public. We pay each site owner
a commission based on a flat monthly rate or on a percentage of sales. Some of
the businesses include but are not limited to retail stores, convenience stores,
bars, restaurants, gas stations, colleges and hospitals. The agreements allow us
to install our payphones in areas that are accessible to the public. We provide
the payphones, install them, and pay all maintenance and
7
<PAGE>
operational costs for the term of each lease. We also sell payphones to some
of the site owners. We derive income from the sale as well as any commission
split that we negotiate with the buyer.
PLANS FOR FISCAL YEAR 2000.
Our plans of operation for the remainder of its 2000 fiscal year will
consist of the following activities:
- continuing to evaluate the acquisition of more payphones and
new site leasing arrangements that can enhance the Company's
business plan;
- expanding our company into more states; and
- developing a marketing plan that can help us grow into the
next year.
RESULTS OF OPERATIONS
The following discussion is based in part on our audited Financial
Statement for the three months ended March 31, 2000 and our operations for the
period ended June 30, 2000. Our revenue is derived from three general sources,
(i) commission income (ii) coin collections, and (iii) the sales and service of
payphones and sales of phone cards. Commission income includes two types of
commissions: (i) commissions from operator service telecommunications companies
and (ii) commissions for toll free calls. Commissions for operator service are
generally paid bi-weekly, at this time. The "dial around" for toll free calls is
paid to us subject to a three-month delay. Coin collections are made on a
monthly basis or more often if the particular payphone has significant usage.
The coins are counted in house and are deposited weekly. Sales and repairs of
payphones and the sale of phone cards are not subject to the same collection
delays as the other types of operational income.
In the first quarter of 2000 our equipment sales were $13,210 and increased
to $52,040 in the second quarter. This increase of 310% was attributed to an
equipment sale to an urban hospital.
The second quarter results were gross sales of $394,719, cost of sales
of $203,225 and operating expenses of $243,333. All three catagories were
significantly higher than the first quarter numbers of $227,700, $176,483 and
$95,573 respectively. Sales are higher due to the acquisition made on April 29,
2000 of NB Payphone Ltd. Inc. and Cointel Leasing.
In the first quarter our commissions were $38,510 and increased to
$72,599 in the second quarter, an increase of 88%. Our collections were $94,600
in the first quarter and $157,244 in the second quarter, a percentage increase
of 67%. The dial around compensation was $58,000 increasing to $90,487 in the
second quarter, a percentage increase of 56%. These increases were caused by the
number of payphones increasing due to the purchase of Taconic Telephone, Coin
Tel Leasing and NB Payphone, Inc.
With the increase in payphones our costs increased similarly.
Telecommunications costs for two months of the first quarter were $44,007 and
increased for the second quarter to $123,188 or an increase of 180%. This
substantial increase was caused by the number of months of service and the
addition of Coin Tel Leasing, Taconic Telephone and NB Payphones routes. The
sales commission decreased due to fewer direct sales of payphones by sales
people. Service and repair charges increased from $1,145 in the first quarter to
$10,128 in the seccond quarter, a percentage increase of 610% due to the
increased number of payphones being serviced.
The travel and sales expenses increased due to additional employee
travel for the Taconic, Coin Tel, and NB routes. The salary expenses were
$47,191 for the first quarter as compared to $88,534 for the second quarter for
a percentage increase of 87%. This increase is attritrutable to a need for
additional employees to service the new routes. The company believes that salary
expenses will decrease as the company achieves proper assimulation of the new
purchases.
Sales increased from $227,700 in the first quarter to $394,719 in the
second quarter, an increase of $167,019 or 74%. Cost of sales were $176,483 in
the first quarter and $203,225 in the second quarter for an
8
<PAGE>
increase of $26,772 or 15%. Operating expenses were $93,573 in the first
quarter and $243,333 in the second quarter, an increase of $147,760 or 154%.
However, the first quarter sales did record a bad debt expenses which
accounted for an additional $64,611 in expenses. The operating loss increased
44,356 in the first quarter to 51,839 in the second quarter which is an
increase of $7,483 or 17%. It is management's opinion that the operating
expenses will decrease in the third quarter as the three routes are
incorporated and streamlined.
For additional capital requirements, we have increased our line of
credit with our banking institution up to $200,000, of which $33,297 has been
used. We have an additional unsecured line of credit with Lilly Beter Capital
Group, Ltd. in the amount of $200,000. As of this date, $70,000 has been used in
part to fund the purchase of the payphone route from Taconic Telephone Company,
which caused the increase in debt from $33,287 to $100,195, an increase of
approximately 200%. We intend to use the remaining monies for our continued
expansion.
The increased use of the cellular telephone has substantially impacted
the public's use of payphones, and we believe that the trend will continue to
increase as the cost for cellular usage declines. However, we have attempted to
minimize some of the impact from cellular use by avoiding traditional travel
locations where cellular use is high. The impact on revenue is offset in part by
reductions in the cost for basic telecommunications services as shown by the
precentage reduction for 1998 to 1999. We believe that this trend will continue
into the foreseeable future. We expect to increase revenue by advertising. This
type of advertisement will be affixed to each payphone booth.
We will continue our expansion efforts by acquiring additional phones
from small independent local exchange companies. We have made some headway in
expanding the use of phone-to-phone Internet usage on our payphones as a means
of further reducing the costs in the future. We will be exploring the use of
existing services while we develop our own proprietary software and services for
resale to other payphone providers.
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item. 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
9
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibits required by Item 601 of Regulation S-B are attached.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.0 Stock Purchase Agreement
10.1 Credit Agreement, dated April 29, 2000
10.2 Phone purchase Agreement from Taconic, dated June 1, 2000
21.1 Articles of Incorporation of NB Payphones, Ltd. (Subsidiary)
21.2 By-Laws of NB Payphones, Ltd.
21.3 Certificate of Incorporation of Cointel Leasing, Inc. (Subsidiary)
21.4 By-Laws of Cointel Leasing, Inc.
27 Financial Data Schedule
Signature Page
</TABLE>
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 20, 2000
USIP.Com, Inc.
(Registrant)
/s/ Craig Burton
----------------
President
10
