<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2000 Commission file number 0-5223
YELLOWAVE CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 11-1771806
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11777 San Vicente Blvd, Los Angeles, California 90049
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 979-8055
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Check mark whether the issuer: (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.
/X/ Yes / / No
As of November 10, 2000, a total of 10,900,117 shares of the registrants common
stock, $.03 par value, were issued and outstanding, which common stock the
registrants disputes the issuance of 7,425,000. For a more detailed discussion
see our Form 8K filed with the Securities and Exchange Commission dated
September 26, 2000.
<PAGE>
YELLOWAVE CORPORTION
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Accountants' Report 1
Consolidated Balance Sheets -
September 30, 2000 and June 30, 2000(Audited) 2 - 3
Consolidated Statements of Operations -
Three Months Ended September 30, 2000 and 1999 4
Consolidated Statement of Shareholders
Equity - Three Months Ended September 30, 2000 5
Consolidated Statements of Cash Flows -
Three Months Ended September 30, 2000 and 1999 6
Notes to Unaudited Consolidated
Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults in Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
</TABLE>
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<PAGE>
YELLOWAVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
September 30 June 30
2000 2000
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(unaudited) (audited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,639,248 $ 1,752,047
Marketable securities 454,751 1,192,600
Prepaid legal costs (Note 2) 100,000
Accounts receivable 160,000 450,000
Notes receivable - related party 1,385,000 1,385,000
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Total current assets 3,738,999 4,779,647
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Property and equipment:
Furniture, fixtures and equipment 21,990 21,990
Less accumulated depreciation (6,000) (5,000)
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15,990 16,990
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Other assets:
Deposits 6,790 6,790
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6,790 6,790
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$ 3,761,779 $ 4,803,427
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</TABLE>
(Continued)
See notes to unaudited financial statements
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<PAGE>
YELLOWAVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30 June 30
2000 2000
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(Unaudited) (Audited)
<S> <C> <C>
Current liabilities:
Accounts payable and accrued expenses 122,000 173,403
Income taxes payable 800,000 800,000
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Total current liabilities 922,000 973,403
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Security deposit payable 35,867 35,867
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Total liabilities 957,867 1,009,270
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Shareholders' Equity (Note 2):
Common stock, $.033 par value, authorized 50,000,000
shares issued and outstanding 2,564,486 and
10,900,117 shares for September 30, 2000 and
June 30, 2000 respectively 115,450 85,400
Additional paid-in capital 17,674 310,224
Retained earnings 2,670,769 3,398,533
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2,803,893 3,794,157
$3,761,779 $4,803,427
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</TABLE>
See notes to unaudited financial statements
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<PAGE>
YELLOWAVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
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2000 1999
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<S> <C> <C>
Revenues:
Investment income 69,507 30,197
Other income (loss) 4,604 (6,308)
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74,111 23,889
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Cost and expenses:
Depreciation (1,000) (2,033)
Newtech transaction (Note 2) (585,000) 0
General and administrative expenses (223,075) (384,827)
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(809,075) (386,860)
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Loss before income taxes - Continuing Operations (734,964) (362,971)
Income taxes (800) (2,093)
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Loss - Continuing Operations (735,764) (365,064)
Income - Discontinued Operations 8,000 69,029
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Net Loss (727,764) (296,035)
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Loss per common share - Basic
Continuing Operations ($0.07) ($0.13)
Discontinued Operations 0.00 $0.03
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($0.07) ($0.10)
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Weighted average number of common shares outstanding 11,000,000 2,900,000
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</TABLE>
See notes to unaudited financial statements
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<PAGE>
YELLOWAVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In Retained
Shares Amount Capital Earnings Amount
------ ------ ------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance at July 1, 2000 2,564,486 $ 85,400 $ 310,224 $ 3,398,533 $ 3,794,157
Newtech transaction (Note 2) 7,425,000
Exercise of stock options 1,060,631 35,000 (35,000)
Retirement of shares at $1.75 (150,000) (4,950) (257,550) (262,500)
per share
Net Loss (727,764) (727,764)
--------- ----------- ----------- ----------- -----------
Balance at September 30
2000 (unaudited) 10,900,117 $ 115,450 $ 17,674 $ 2,670,769 $ 2,803,893
========== =========== =========== =========== ===========
</TABLE>
See notes to unaudited financial statements
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<PAGE>
YELLOWAVE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
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2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 727,764) ($ 296,035)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation 1,000 2,033
Changes in operating assets and liabilities, net of effect
of acquisition and sale:
Loss on marketable securities 0 (18,000)
Accounts receivable 300,000 0
Accounts payable and accrued expenses (51,403) (79,891)
Prepaid legal costs (100,000) 0
Discontinued Assets 0 (79,968)
Income taxes payable - Discontinued operations 0 (31,558)
Other 9,981 12,416
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Net cash (used) by operating activities (588,148) (455,003)
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Cash flows from investing activities:
Decrease in marketable securities 737,849 844,903
Increase in notes receivable 0 (1,126,766)
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Net cash (used) provided in investing activities 737,849 (281,863)
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Cash flows from financing activities:
Acquisition of treasury stock (262,500) (30,386)
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Net cash (used) financing activities (262,500) (30,386)
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Increase (decrease) in cash and cash equivalents (112,799) (767,252)
Cash and cash equivalents at beginning of period 1,752,047 1,528,108
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Cash and cash equivalents at end of period $ 1,639,248 $ 760,856
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Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest 0 0
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Income taxes 0 $ 45,000
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Common shares issued for:
Exercise of options 1,060,631 0
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Newtech transaction (Note 2) 7,425,000 0
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</TABLE>
See notes to unaudited financial statements
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<PAGE>
YELLOWAVE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
1. Notes to financial statements (Unaudited).
The unaudited financial statements of Yellowave Corporation ("Yellowave, we, our
or us") have been prepared without audit in accordance with generally accepted
accounting principles for interim financial information and pursuant to the
instructions to Form 10-QSB of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2001. For further information, refer to the consolidated financial
statements and footnotes as of June 30, 2000 included in the Yellowave's Annual
Report on Form 10-KSB for the Yellowave's fiscal year then ended.
2. Newtech transaction.
Yellowave entered into an agreement on July 5, 2000, with Newtech Broadwidth
Ltd. ("Newtech") to acquire Newtech's disputed holdings in four Israeli
technology companies. As per the agreement, Yellowave issued 7,425,000 common
shares for all of the outstanding stock of Newtech and Yellowave management
received consulting fees of $325,000 and was allowed immediate vesting and
exercise of all outstanding common stock purchase options for 1,060,631 shares
of common stock. Yellowave disputes the issuance of the 7,425,000 shares of
common stock to Newtech.
Yellowave did not receive the required consideration from Newtech and initiated
litigation alleging: breach of contract, fraud, rescission and injunctive
relief. Counsel has advised Yellowave that there is a substantial likelihood
that it will prevail on the merits in this matter. Given the above, Yellowave
incurred consulting fees, legal costs and corporate costs associated with this
transaction of $585,000.
The financial statements do not reflect the $245,000 par value associated with
the 7,425,000 shares of Newtech, which are currently in dispute.
3. Subsequent events.
Yellowave posted a bond of $1.5 million in October 2000 pursuant to the Newtech
litigation mentioned above.
Ron Oren resigned as an officer and director of Yellowave effective, October 31,
2000. Mr. Oren returned a $250,000 consulting fee he received as part of the
Newtech transaction and was paid one year compensation of $192,000 as provided
in the termination provision of his employment agreement.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview.
In February 1999, we sold 30 retail hair salons (75% of company-owned units) to
Regis Corporation. We also sold three retail stores and abandoned nine retail
stores during fiscal year 1999 As of June 30, 1999, we did not own any retail
stores; therefore, we were strictly a franchising operation. In March 2000, we
agreed to sell our hair salon franchise assets to Regis Corporation. This
transaction effectively discontinued our hair salon activities.
We are currently not engaged in any business. We are currently seeking business
opportunities believed to hold a potential for profit. As a result, we intend to
seek out the acquisition of assets, property or a business that may be
beneficial to us or our stockholders. We have not identified a specific business
area of direction in the high technology industries that we will follow;
however, no principal operation has yet commenced. We currently have no products
and offer no services.
Corporate History.
From 1955 to 2000, we engaged primarily in the franchising and ownership of
retail hair salons under the name Cutco Industries. Cutco Industries, a New York
corporation, was formed in 1955. On or about November 18, 1999, Cutco Industries
amended its Certificate of Incorporation to change its name to Yellowave
Corporation and then reincorporated as a Nevada corporation pursuant to Articles
of merger dated June 7.2000. Cutco Industries is our predecessor. Our principal
offices are located at 11777 San Vicente Blvd., Suite 505, Los Angeles,
California 90045, telephone (310) 979-8055.
Three Months Ended September 30, 2000 as compared to
the three months, ended September 30, 1999
Liquidity and capital resources.
Cash and cash equivalents were $1,639,248 at September 30, 2000, as compared to
$1,752,047 at June 30, 2000. As of September 30, 1999, and September 30, 2000,
Yellowave sold marketable securities of approximately $825,000 and $738,000,
respectively.
Yellowave had a current ratio of 4 to 1 at September 30, 2000, as compared
to 7 to 1 at September 30, 1999.
At September 30, 2000 commitments for capital expenditures and other investments
did not exceed $20,000. Yellowave believes its cash resources and liquidity are
adequate for its present short and long-term business requirements.
In August 1999, Yellowave made a $1,385,000 loan with a one year maturity to a
related party. The loan was renewed to February 16, 2001 and a certificate of
deposit was received as collateral. In September 2000, Yellowave acquired
150,000 shares of common stock previously owned by a related party for $262,500.
Results of operations.
In the three months ended September 30, 1999, there were no revenues from
Yellowave-owned salon operations and approximately $440,000 in franchising
revenues. As of March 31, 2000, Yellowave decided to discontinue all hair salon
activities and sold its franchising operations to Regis Corporation for a $2.8
million gain. Yellowave collected the final payment of $300,000, from Regis
Corporation, in July 2000.
Inflation has not materially affected the Yellowave's revenues and income during
the past two fiscal years.
Investment income increased 39,000 (100%) from comparable 1999 quarter due to
higher yields on greater amounts invested as of September 30, 2000.
In the three month period ended September 30, 1999, General and administrative
expenses were comparable to the same period ended September 30, 2000. First
quarter 1999 reflected $296,000 in compensation paid to former management and
the quarter ended September 30, 2000 reflects approximately $200,000 in
additional legal and corporate expenses related to the Newtech transaction.
<PAGE>
Special Note Regarding Forward-Looking Statements
Any statements in this Quarterly Report on Form 10-QSB about our expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as "will," "will
likely result," "expect," "will continue," "anticipate," "estimate," "intend,"
"plan," "projection," "would," "should" and "outlook." Accordingly, these
statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this Report and our Annual Report on Form 10-KSB,
as amended, for the year ended June 30, 2000. The following cautionary
statements identify important factors that could cause our actual results to
differ materially from those projected in the forward-looking statements made in
this prospectus. Among the key factors that have a direct bearing on our results
of operations are:
o general economic and business conditions; the existence or absence of adverse
publicity; changes in, or failure to comply with, government regulations;
changes in marketing and technology; change in political, social and economic
conditions;
o success of acquisitions and operating initiatives; changes in business
strategy or development plans; management of growth;
o availability, terms and deployment of capital;
o costs and other effects of legal and administrative proceedings;
o dependence on senior management; business abilities and judgment of personnel;
availability of qualified personnel; labor and employee benefit costs;
o development risks; risks relating to the availability of financing; and
o other factors referenced in this Report and the Form 10-KSB, as amended.
Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such
forward-looking statements. Further, any forward-looking statement speaks only
as of the date on which it is made and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
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<PAGE>
Part II
Other Information
Item 1. Legal Proceedings
On August 21, 2000, we announced that we had obtained a temporary restraining
order in the U.S. District Court for the Central District of California and
commenced an action against Newtech Broadwidth Ltd ("Newtech"), Myriam Abitbol,
Propser Abitbol, Jacques Ben Ezra and Benayahou Shemesh (collectively, the
"Defendants"). The Court granted the temporary restraining order based upon
allegations that Defendants made misrepresentations and engaged in fraud in
order to induce us to enter into a Share Purchase Agreement. Under the terms of
the Agreement, Newtech agreed to sell to us all of the issued and outstanding
common stock of Newtech in consideration of certain shares of our common stock.
The Agreement also provided for the satisfaction of certain conditions by the
Defendants. It is our allegation that these conditions were not met. The civil
action is also based on the Defendants' alleged fraudulent conduct in connection
with the Agreement. We are currently seeking monetary damages as well as
rescission of the Agreement.
In our complaint, we asserted five claims for relief:
o breach of contract;
o fraud;
o rescission of the Agreement;
o conversion; and
o injunctive relief.
On September 25, 2000 the United States Federal District Court ordered a
preliminary injunction issued against the defendants barring them from
exercising any management or control over us. On October 10, 2000 the District
Court amended its previous Order ordering us to post a bond in the amount of
$1,5000,000. Our counsel advises us that there is the likelihood that we will
prevail in this action. On August 23, 2000, the trading in our shares was
suspended by the American Stock Exchange ("the Exchange") pending a review by
the Exchange of the facts surrounding the Agreement and this litigation. For a
more detailed description of this pending litigation please see our Form 8-K,
which is incorporated by reference and filed with the Securities and Exchange
Commission on September 26, 2000. (File No. 000-05223).
Item 2: Changes in Securities and Use of Proceeds
None
Item 3: Defaults in Senior Securities
None
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 5: Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Financial data schedule
(b) Current reports on Form 8K
On September 26, 2000, the Yellowave filed a report on Form 8-K
relating to: (a) litigation instituted by the Yellowave against Newtech
Broadwidth, Ltd., Myriam Abitbol, Prosper Abitbol, Jacques Ben Ezra and
Benayahou Shemesh; and (b) AMEX suspending trading in the Yellowave `s
stock pending a review of AMEX of the facts surrounding the litigation;
and (c) a three for two stock split that would have distributed on
August 31, 2000 has been delayed.
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<PAGE>
YELLOWAVE CORPORATION AND SUBSIDIARIES
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
YELLOWAVE CORPORATION
(Registrant)
/s/ Laura Ballegeer
--------------------------------
Laura Ballegeer
Chief Operating Officer, Chief Financial Officer
& Secretary
(duly authorized officer)
DATE: November 20, 2000
