As filed with the Securities and Exchange Commission on November 14, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the Quarterly Period Ended September 30, 2000
Commission file number 001-15627
Wireless Ventures, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 042451506
(State of Incorporation) (IRS. Employer ID No.)
67 Wall Street
Suite 2211, New York, NY 10005
(Address of Principal Executive Offices)
(212) 514-9873
('Issuer's Telephone No. including area code)
eieiHome.com Inc.
(Former Name if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 X NO
-- --
The number of shares outstanding of each of the Registrant's class of common
equity, as of September 30, 2000 are as follows:
Class of Securities Shares Outstanding
------------------- ------------------
Common Stock, $.001 par value 16,751,278
================================================================================
<PAGE>
Wireless Ventures, Inc.
INDEX
PART I Financial Information
Item 1. Financial Statements (unaudited)
Balance Sheet......................................... 3
Statements of Operations and Comprehensive (Loss)..... 4
Statements of Cash Flows.............................. 5
Notes to Financial Statements......................... 6
Item 2. Management's Discussion and Analysis or Plan of Operation.... 10
PART II. Other Information
Item 1. Legal Proceedings............................................ 15
Item 2. Change in Securities and Use of Proceeds..................... 15
Item 3. Defaults Upon Senior Securities.............................. 15
Item 4. Submission of Matters to a Vote of Security Holders.......... 15
Item 5. Other Information............................................ 15
Item 6. Exhibits and Reports on Form 8-K............................. 16
A) Exhibit Schedule
B) Reports Filed on Form 8-K
Signatures............................................................. 17
<PAGE>
PART I. Financial Information
Item 1. Financial Statements
Wireless Ventures, Inc.
Balance Sheet
September 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current Assets:
Cash $ 48,549
Note receivable, net of $200,000 reserve 273,350
Interest and forbearance fees receivable 40,999
Advances on TWSX acquisition 82,744
Marketable securities 138,720
--------------------------------------------------------------------------------------
Total current assets 584,362
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
TOTAL ASSETS $ 584,362
--------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 326,184
Accrued expenses - other 32,275
Accrued expenses - legal 29,513
Accrued expenses - interest 79,740
Due to related parties 113,216
--------------------------------------------------------------------------------------
Total current liabilities 580,928
Long term debt:
Convertible debenture 2,000,000
Senior subordinated convertible debentures 1,770,500
--------------------------------------------------------------------------------------
Total liabilities 4,351,428
--------------------------------------------------------------------------------------
Stockholders' (deficit)
Common stock, $.001 par value, 75,000,000 shares authorized,
16,751,278 shares, issued and outstanding at September 30, 2000 16,752
Preferred stock, $100 par value, 8%, non-voting, convertible,
redeemable, 2,000 shares authorized, No shares issued and outstanding
at September 30, 2000 --
Additional paid-in capital 1,262,108
Accumulated deficit (4,704,646)
Accumulated other comprehensive income (loss) (341,280)
--------------------------------------------------------------------------------------
Total stockholders' (deficit) (3,767,066)
--------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 584,362
--------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Wireless Ventures, Inc.
Statements of Operations and Comprehensive (Loss)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Fees and Income
Interest income and forbearance fees $60,000 $60,000
Expenses:
General and administrative expenses 410,568 410,568
Occupancy 734 734
Interest 77,764 225,794
-----------------------------------------------------------------------------------------------------------------------
Total expenses 489,066 -- 637,096 -
Loss from Canadian subsidiary operations (note 2) -- $(572,295) (784,199) $(741,403)
-----------------------------------------------------------------------------------------------------------------------
Net loss $(429,066) $(572,295) $(1,361,295) $(741,403)
=======================================================================================================================
Basic and diluted net loss per share of common stock $(0.03) $(0.03) $(0.08) $(0.04)
-----------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares outstanding 16,742,527 18,198,770 17,796,689 18,198,770
-----------------------------------------------------------------------------------------------------------------------
Comprehensive
Loss
Net loss $(429,066) $(572,295) $(1,361,295) $(741,403)
Other comprehensive loss:
Unrealized holding (loss) on marketable securities (261,800) -- (341,280) --
-----------------------------------------------------------------------------------------------------------------------
Comprehensive (loss) $(690,866) $(572,295) $(1,702,575) $(741,403)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
Wireless Ventures, Inc.
Statements of Cash Flows
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
------------------------------------------------------------------------------------------------
<S> <C> <C>
Net cash used in operations
Net loss (1,361,295) (741,403)
Adjustments to reconcile net loss
to net cash provided by (used in) operating
activities:
Depreciation and amortization 11,184 6,210
Reserve against note receivable 200,000
Changes in:
Accounts receivable (16,580)
Interest and forbearance fees receivable (40,999)
Other current assets (4,115)
Accounts payable 201,543 204,613
Accrued expenses - other (26,472) (20,479)
Accrued expenses - legal (46,212)
Accrued expenses - interest 100,039
Deferred revenue 3,040
Due to related parties (86,879) 118,954
------------------------------------------------------------------------------------------------
Net cash (used in) operating activities (1,049,091) (449,760)
------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of marketable securities (480,000)
Purchase of fixed assets (46,304) (43,262)
Advances on TWSX acquistion (82,744)
Repayment of note receivable 218,500
------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (390,548) (43,262)
------------------------------------------------------------------------------------------------
Cash flows from financing activities:
(Repayment of) notes payable - shareholder (500,000) 500,000
Proceeds on issuance of senior subordinated
convertible debentures 1,986,000
------------------------------------------------------------------------------------------------
Net cash provided by financing activities: 1,486,000 500,000
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Increase in cash 46,361 6,978
------------------------------------------------------------------------------------------------
Cash, beginning of period 2,188 299
------------------------------------------------------------------------------------------------
Cash, end of period 48,549 7,277
------------------------------------------------------------------------------------------------
</TABLE>
Non cash investing and financing activities:
During the quarter ended June 30, 2000 the Company sold its Canadian
subsidiary which had net assets of $1,276 for: (1) $366,799 in a reduction in
senior subordinated convertible debentures; (2) $718,850 of notes receivable;
and (3) the return of 2,250,000 shares of the Company's common stock. The
difference between the net assets sold and the consideration received amounted
to $1,084,373 and has been shown as contribution to capital.
During the nine month period ended September 30, 2000 $12,500 plus
accrued interest of $627 of debentures were converted into 52,508 shares of
common stock.
In addition, a note receivable repayment of $60,000 was charged through
due to related parties. Senior subordinated convertible debentures totaling
$33,000 were added to the note receivable and the corresponding debenture
liability. These debentures were previously surrendered for cancellation in the
sale of the Canadian Former Subsidiary transaction.
See accompanying notes to financial statements.
5
<PAGE>
Wireless Ventures, Inc.
Notes to Financial Statements
September 30, 2000
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited financial statements of Wireless Ventures
Inc., formerly eieiHome.com Inc. (the "Company" or "Wireless Ventures"), have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. 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 of Wireless
Ventures Inc., all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine months ended September 30, 2000, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended December 31, 1999
Note 2 - Summary of significant accounting policies
Nature of business
The Company's principal business was formerly operated through
eieiHome.com Inc., an Ontario corporation and wholly owned subsidiary of the
Company (the "Canadian Former Subsidiary"), which operated an Internet service,
information and e-commerce web site. All of the outstanding common stock of the
Canadian Former Subsidiary was sold effective June 26, 2000. With the sale of
the operating entity, management is investigating alternative businesses and
hopes to announce the nature of the new business shortly.
The company is currently in discussions regarding the potential
acquisition of EPR Services Inc. ("EPR Services"), an environmental company that
recycles end-of-life electronic products. EPR Services has an operating
recycling plant in Mississauga, Ontario with plans to expand operations to the
United States and international markets. The Company has reached agreement in
principle on the terms for the proposed acquisition of EPR Services and related
intellectual property from Industrial Ecology Corporation. The Company is
currently conducting due diligence on the potential acquisition and researching
the market potential of this business opportunity.
Recent developments
At a special meeting held on September 25, 2000, the stockholders of
the Company ratified the sale of all of the stock the Canadian Former
Subsidiary, which represented substantially all of the assets of the Company.
The effective date of the sale was June 26, 2000. The stockholders also approved
the change of the Company's name to "Wireless Ventures, Inc.", which was
effected on September 26, 2000. Effective September 27, 2000 the Company's
trading symbol was changed to "WLSV".
On September 29, 2000 the Company announced that it had signed an
agreement (the
6
<PAGE>
"Former Agreement") to acquire all of the shares of The Wireless Stock Xchange,
Inc. ("TWSX"), a development stage company formed to provide refurbished
cellular phones and other wireless devices through a re-valuing program in
conjunction with a charitable foundation. The shareholders of TWSX would have
received at closing 33,000,000 shares of the Company's common stock, which would
have represented approximately 67% of the Company's issued and outstanding
common shares. TWSX would have continued to operate as a wholly owned subsidiary
of Wireless Ventures. The former shareholders of TWSX would also have had the
right to nominate two directors to the board of Wireless Ventures, Inc.
In late October the Company determined that certain conditions required
to close the transaction had not been met, the failure of which raised questions
among the Company's Board of Directors as to the viability of the original
business plan. In lengthy discussions with the principals involved, the Company
was unable to resolve these issues. Accordingly, the Board decided that the
transaction was not in the best interests of the Company and declined to move
forward with the original agreement. A public announcement to this effect was
made by the Company on October 30, 2000. Although TWSX has threatened to take
legal action against the Company with respect to this matter, the Company
believes TWSX's position is entirely without merit.
Effective June 26, 2000, the Company sold all of the shares of the
Canadian Former Subsidiary for an aggregate purchase price of US$1,085,649 plus
the surrender of 2,250,0000 shares of the Company's common stock. The
US$1,085,649 portion of the purchase price was satisfied by the surrender for
cancellation of US$346,500 of the Company's 8% Senior Subordinated Convertible
Debentures plus accrued interest of US$20,299 and by the issuance of a
promissory note issued by the purchaser in the principal amount of US $718,850
plus interest at a rate of 24% per annum calculated and payable monthly (the
"Promissory Note"). During the three month period ended September 30, 2000,
$33,000 of the debentures surrendered for cancellation were reinstated at the
request of the debenture holders. Two principals of the purchaser were former
owners of the Canadian Former Subsidiary and current shareholders of the Company
and provided limited personal guarantees for the outstanding amount of the
Promissory Note and pledged as security an aggregate of 200,000 common shares of
Simmonds Capital Limited (a related entity) and 500,000 shares of the Company's
common stock. The Canadian Former Subsidiary provided an unlimited guarantee for
the outstanding amount of the Promissory Note and granted a security interest in
all of its personal property in connection therewith. (See note 4).
On August 10, 2000 the Company and the purchasers entered into a
settlement agreement which extended the term of the Promissory Note to December
31, 2000. The purchaser also agreed to a monthly forbearance fee of 1.5% of the
total outstanding indebtedness as of the 1st day of each month, payable on the
26th of each month, beginning September 26, 2000, until the principal and
interest is paid in full. In addition, the 200,000 shares of common stock of
Simmonds Capital Limited and 500,000 shares of common stock of the Company which
served as security under the Promissory Note are currently being held by the
Company pending liquidation, with the proceeds of such liquidation to be applied
to reduce the principal amount of the Promissory Note.
7
<PAGE>
A summary of the payments received on the Promissory Note is as
follows:
Original note receivable $ 718,850
Proceeds of liquidation of securities pledged
as security (290,000)
Forbearance fee 11,500
Debentures reversed 33,000
----------
Note receivable September 30, 2000
(before reserve of $200,000) $ 473,350
=========
In addition as of September 30, 2000 the purchaser owes $40,999 in
overdue interest and forbearance fees as follows:
Overdue interest to September 30, 2000 $31,063
September 1st forbearance fee 9,936
--------
$40,999
As of September 30, 2000 the Company has made doubtful account reserve of
$200,000 against the Promissory Note.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the period. Actual results could differ from these estimates, and such
differences could be material.
Marketable securities
During the quarter ended March 31, 2000, the Company purchased 160,000
shares of common stock of a publicly traded entity for $480,000. These
securities are considered "available for sale" and, accordingly, are recorded at
market value with unrealized gains or losses to be recorded as a separate
component of stockholders' (deficit). During the third quarter the share price
of securities fell from $2.945 on June 30, 2000 to $1.156 on September 30, 2000.
Previously the Company had applied a 15% discount on the shares due to the
expected time to have the shares registered. The Company has increased the
discount to 25% due to a further delay until the trading restrictions are
removed. Accordingly, the Company recorded an unrealized holding loss of
$261,800 during the quarter.
Net loss per share
Net loss per share has been computed using the net loss for the period
divided by the weighted average shares outstanding. Diluted loss per share is
not presented as the effects of convertible debentures, warrants and options are
anti-dilutive.
8
<PAGE>
Note 3 - Senior subordinated convertible debentures
The senior subordinated convertible debentures earn interest at 8% per
annum. Each $0.25 of principal amount is convertible into one common share and
one three year warrant to purchase an additional share of the Company at $0.50
per share. Under the terms of the debenture the Company has the right to convert
the debentures to common stock, subject to certain prevailing conditions. During
the quarter ended September 30, 2000 the Company raised $40,550 through the
issuance of new senior subordinated convertible debentures, $33,000 of
debentures previously retired in the sale of the Canadian Former Subsidiary were
reversed and reinstated and $12,500 was converted by debenture holders to 52,508
common shares.
Note 4 - Canadian Former Subsidiary
As discussed in note 2, the Company disposed of its Canadian Former
Subsidiary effective June 26, 2000.
A summary of the accounting for this disposition is as follows:
Net assets disposed of $ 1,276
Assignment of senior subordinated
convertible debentures (principal plus interest) (366,799)
Note receivable (718,850)
---------
Excess of consideration received over net
assets disposed - reflected as an adjustment
to stockholders deficit $(1,086,925)
============
The operations of the Company's Canadian Former Subsidiary, as
discussed above, which have been aggregated and reflected as a one line item in
the accompanying statement of operations, are summarized as follows:
<TABLE>
<CAPTION>
Three months ended Nine months ended
Sept 30 Sept 30
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues -- $ 19,820 $ 39,413 $ 45,529
-------- -------- --------
Expenses
General and administrative -- 572,662 774,394 742,093
Occupancy -- 13,165 41,677 38,551
Interest -- 78 -- 78
Depreciation -- 6,210 7,541 6,210
-------- -------- --------
-- 592,115 823,612 786,932
-------- -------- --------
Net loss -- $572,295 $784,199 $741,403
-------- -------- --------
</TABLE>
9
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
-----------------------------------------------------------------
Overview
Management's efforts during the three month period ended September 30,
2000 (and thereafter) were focused on selecting a new business opportunity for
the Company. See "Recent Development", above. Management is continuing to seek
to identify appropriate opportunities and hopes that its efforts will be
successful shortly. (See "Note 2 to the Financial Statements - Summary of
significant accounting policies - Nature of Business" above.)
Results of operations
For the three month period ended September 30, 2000
Operating loss from continuing operations
Revenues for the Company during the three month period ended September
30, 2000 were $60,000 and consisted of $38,564 in interest income and $21,436 in
forbearance fee income. Under the terms of note receivable arising from the sale
of the Canadian Former Subsidiary, the Company earns interest on the outstanding
note at 24% per annum and a 1.5% forbearance fee charged on the outstanding
amount of the note at the beginning of the month.
Expenses totaled $489,066 during the three month period ended September
30, 2000 and consisted of $410,568 in general and administrative expenses, $734
in occupancy costs and $77,764 in interest expense.
The prior year's expenses were related to the Canadian Former
Subsidiary, which was sold effective June 26, 2000. Therefore the operations of
the Canadian Former Subsidiary have been aggregated as one line item labeled
"Loss from Canadian subsidiary operations".
General and administrative expenses, during the three month period
ended September 30, 2000 included; 1) a $200,000 doubtful account reserve
against the note receivable arising from the sale of the Canadian Former
Subsidiary, 2) $103,602 of legal fees, primarily incurred on the declined
purchase of TWSX and various other legal matters, 3) $45,000 of contracted
management fees charged by Simmonds Capital Limited, 4) a one time expense of
$25,738 representing not previously accrued fees payable to the members of the
Board of the Company, and 5) $36,228 of various consulting, travel and other
fees.
Interest expenses during the three month period ended September 30,
2000 was $77,764 and was incurred with respect to the 8% Senior Subordinated
Convertible Debentures and 8% Convertible Debenture outstanding. Neither of
these debentures were outstanding in the comparative period in the prior year.
The net loss for the three month period ended September 30, 2000 was
$429,066 ($0.03 per share) compared to a net loss of $572,295 ($0.03 per share)
in the prior year.
10
<PAGE>
Loss from Canadian Former Subsidiary Operations
The Canadian Former Subsidiary was sold effective June 26, 2000;
therefore, the operating losses of this former subsidiary are included only for
the prior period, (that is, the three month period ended September 30, 1999).
The operations of the Company's Canadian Former Subsidiary, which have
been aggregated and reflected as a one line item in the accompanying statement
of operations, are summarized as follows:
Three months ended
September 30
1999
Revenues $ 19,820
------
Expenses
General and administrative 572,662
Occupancy 13,165
Interest 78
Depreciation 6,210
--------
592,115
Net loss $572,295
-------
11
<PAGE>
For the nine month period ended September 30, 2000
Overall the Company recorded a net loss of $1,361,295 ($0.08 per share)
during the nine month period ended September 30, 2000 compared to a net loss of
$741,403 ($0.04 per share) during the comparative period a year ago. The net
loss attributable to the operations of the Canadian Former Subsidiary was
$784,199 for the current period and the net loss excluding the operating results
of the Canadian Former Subsidiary was $577,096.
Operating loss from Continuing Operations
Revenues for the Company during the nine month period ended September
30, 2000 were $60,000 and consisted of $38,564 in interest income and $21,436 in
forbearance fee income.
Expenses totaled $637,096 during the nine month period ended September
30, 2000 and consisted of $410,568 in general and administrative expenses, $734
in occupancy costs and $225,794 in interest expense.
General and administrative expenses, during the nine month period ended
September 30, 2000 included; 1) a $200,000 doubtful account reserve against the
note receivable arising from the sale of the Canadian Former Subsidiary, 2)
$103,602 of legal fees, primarily incurred on the declined purchase of TWSX and
various other legal matters, 3) $45,000 of contracted management fees charged by
Simmonds Capital Limited, 4) a one time expense of $25,738 representing not
previously accrued fees payable to the members of the Board of the Company, and
5) $36,228 of various consulting, travel and other fees.
Interest expenses during the nine month period ended September 30, 2000
was $225,794 and was incurred with respect to the 8% Senior Subordinated
Convertible Debentures and 8% Convertible Debenture outstanding. Neither of
these debentures were outstanding in the comparative period in the prior year.
12
<PAGE>
Loss from Canadian Former Subsidiary Operations
The Canadian Former Subsidiary was sold effective June 26, 2000;
therefore the operating losses attributable to this former subsidiary have been
included for the period January 1, 2000 to June 26, 2000 (in the current period)
and January 1, 1999 through September 30, 1999 (in the prior period.)
The operations of the Canadian Former Subsidiary, which have been
aggregated and reflected as a one line item in the accompanying statement of
operations, are summarized as follows:
Nine months ended
September 30
2000 1999
---- ----
Revenues $ 39,413 $ 45,529
------ ------
Expenses
General and administrative 774,394 742,093
Occupancy 41,677 38,551
Interest - 78
Depreciation 7,541 6,210
--------- ---------
823,612 786,932
------- -------
Net loss $784,199 $741,403
------- -------
Financial Condition
Since inception, the Company has supported its operations through the
issuance of common stock and convertible debt and other securities. During
fiscal 2000, in an effort to stem further operating losses, the Company decided
to discontinue its current business operations, which had been conducted through
the Canadian Former Subsidiary.
During the three month period ended September 30, 2000 the Company
advanced $82,744 to TWSX for the development of that company's business prior to
the consummation of the proposed acquisition. As described above, the Company
has determined not to proceed with the transaction and has demanded repayment of
all amounts due.
As of September 30, 2000 the purchaser of the Canadian Former
Subsidiary owes the Company a total of $313,349. This amount breaks down as
$273,350 in a note receivable, net of a $200,000 doubtful account reserve, that
is due December 31, 2000 and $40,999 of interest and forbearance fees with
respect to the note. Almost all of the amounts collected under the note have
been realized through proceeds from the disposal of the security provided by the
purchaser. Management believes that the remaining net amounts due will be
collected through cash payments from the purchaser or proceeds from the disposal
of the remaining security.
During the three month period ended March 31, 2000, the Company made an
investment in 160,000 common shares of Vianet Technologies Inc. ("Vianet") at
$3.00 per share. Vianet common shares trade under the symbol "VNTK" on the
OTCBB. The Company also received 240,000
13
<PAGE>
warrants to purchase common shares of Vianet at $4.50 at any time until March
31, 2003. During the quarter the share price of securities fell from $2.945 on
June 30, 2000 to $1.156 on September 30, 2000. Previously the Company had
applied a 15% discount on the shares due to the expected time to have the shares
registered. The Company has increased the discount to 25% due to a further delay
until the trading restrictions are removed. Accordingly, the Company recorded an
unrealized holding loss of $261,800 during the quarter. Since acquisition date
the Company has recorded an unrealized holding loss of $341,280.
Liquidity and Capital Resources
As of September 30, 2000, the Company had cash of $48,549, an
investment in marketable securities of $138,720, a note receivable of $273,350,
advances to TWSX of $82,744 and interest and forbearance fee receivable of
$40,999. For the nine month period ended September 30, 2000, cash used by
operating activities amounted to $1,049,091 as a result of operating losses for
the period and partially offset by an increase in accounts payable and accrued
interest. Cash used in investing activities during the nine month period ended
September 30, 2000 amounted to $390,548. The use of cash consisted of the
purchase of $480,000 of marketable securities, $82,744 advanced to TWSX and
$46,304 to capital asset purchases offset by repayments received from the note
receivable of $218,500. Cash provided by financing activities during the nine
month period ended September 30, 2000 amounted to $1,486,000 resulting from the
issuance of convertible debentures totaling $1,986,000 offset by $500,000 used
to repay a shareholder note payable.
The Company has sold the Canadian Former Subsidiary business and is
reviewing new business opportunities. The Company previously announced that it
had agreed to acquire a business known as TWSX and then subsequently announced
that proceeding with the transaction was not in the best interests of the
Company. The Company is currently reviewing other business opportunities. (See
"Note 2 to the Financial Statements - Summary of significant accounting policies
- Nature of Business" above.) It is anticipated that the new business venture
will be initially financed through the liquidation of the Company's investment
in Vianet common shares and the cash provided from the collection of the notes
receivable. Depending upon the business venture chosen, additional debt or
equity financing may be required.
Forward Looking Comments
Certain matters discussed in this Quarterly Report may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and as such may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of
the business environment in which the Company operates, projections of future
performance, perceived opportunities in the market and statements regarding the
Company's goals. The Company's actual results, performance, or achievements
expressed or implied in such forward-looking statements may differ.
14
<PAGE>
PART II. Other Information
Item 1. Legal Proceedings.
The Company does not believe that it is presently a party to any
pending litigation or any proceeding contemplated by a government authority the
outcome of which could reasonably be expected to have a material adverse effect
on its financial condition or results of operations.
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
On September 25, 2000, the stockholders ratified the sale of all the
stock of the Company's Canadian Former Subsidiary, which represents
substantially all of the assets of the Company, and approved the change of the
Company's name to Wireless Ventures, Inc.
The votes for and against for the sale of the Canadian Former
Subsidiary was as follows:
For: 11,782,573
Against: None
The votes for and against the change in name from eieiHome.com Inc. to
Wireless Ventures, Inc. was as follows:
For: 11,782,573
Against: None
Item 5. Other Information.
15
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit 4.1 Share Purchase Agreement by and among the Company, the
Canadian Former Subsidiary and 1412531 Ontario Inc., an
Ontario corporation, dated as of June 26, 2000 (filed as
Exhibit 10.1 to the Company's Report on Form 8-K filed on
August 4, 2000 and hereby incorporated by reference).
Exhibit 4.2 Promissory Note given by the purchaser to the Company in the
principal amount of $718,850.00 (filed as Exhibit 10.2 to the
Company's Report on Form 8-K filed on August 4, 2000 and
hereby incorporated by reference).
Exhibit 4.3 Guarantee of Paul Dutton, Max Hahne and the Canadian Former
Subsidiary dated as of June 26,2000 (filed as Exhibit 10.3 to
the Company's Report on Form 8-K filed on August 4, 2000 and
hereby incorporated by reference).
Exhibit 4.4 General Security Agreement issued by the Canadian Former
Subsidiary dated as of June 26, 2000 (filed as Exhibit 10.4 to
the Company's Report on Form 8-K filed on August 4, 2000 and
hereby incorporated by reference).
Exhibit 99.1* Press Release issued by the Company on September 27, 2000 to
announce the change of the Company's name to Wireless
Ventures, Inc.
Exhibit 99.2* Press Release issued by the Company on September 29, 2000 to
announce its entering into an agreement with TWSX to acquire
all of the shares of TWSX in exchange for 33 million common
shares of the Company.
Exhibit 99.3* Press Release issued by the Company on October 30, 2000 to
announce that the Company would not consummate the
transactions contemplated by the agreement with TWSX.
Exhibit 27* Financial Data Schedule
--------------------------
* Filed herewith
(b) Reports Filed on Form 8-K
1. Report on Form 8-K filed August 3, 2000 to announce the sale of the
Canadian Former Subsidiary, the appointment of a new Chief Executive
Officer, the proposed acquisition by the Company of wireless assets from
Simmonds Capital Limited and the enforcement by the Company of a security
interest in connection with the default by the purchaser of the Canadian
Former Subsidiary under the Promissory Note issued in connection with the
sale.
2. Report on Form 8-K filed August 17, 2000 to announce the proposed
acquisition by the Company of all of the shares of TWSX in exchange for 33
million common shares of the Company.
16
<PAGE>
SIGNATURES
Pursuant to the registration requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
DATE: NOVEMBER 14, 2000 BY: /s/ John G. Simmonds
----------------------------
John G. Simmonds
CEO / Director
(principal executive officer)
DATE: NOVEMBER 14, 2000 BY: /s/ Gary N. Hokkanen
---------------------------------
Gary N. Hokkanen
Chief Financial Officer,
(principal financial officer)
17
