SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: August 17, 1999
DIGITAL COMMERCE INTERNATIONAL, INC.
(formerly Systems Assurance Corporation)
(Exact name of registrant as specified in charter)
DELAWARE 0-011228 02-0337028
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
404 815 Hornby Street
VanCouver BC V6Z2E6
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (604) 899-0411
Item 5. Other Events
The Company recently completed a private placement of approximately
1,427,500 shares of restricted common stock for $1,427,500.
Item 7. Financial Statements and Exhibits
Attached are the financial statements required by the acquisition
reported in the Form 8K in July, 1999.
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 hereunto duly authorized.
DIGITAL COMMERCE INTERNATIONAL, INC.
Date: September 15, 1999 By /s/ Michael Kang
Michael Kang, President
Digital Commerce International, Inc. and Subsidiary
(a Development Stage Company)
Consolidated Balance Sheet
ASSETS
June 30,
1998
CURRENT ASSETS
Cash $ 620,000
Total Current Assets $ 620,000
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 8,919
Total Current Liabilities 8,919
STOCKHOLDERS' EQUITY
Class A Preferred stock, $.001 value,
500,000 shares issued and outstanding (Note 3) 500
Class B Preferred stock, $.001 value,
0 shares issued and outstanding(Note 3) -
Class C Preferred stock, $.001 value,
0 shares issued and outstanding (Note 3) -
Common Stock 30,000,000 shares
authorized at $.0001 par value;
12,360,000 shares issued and outstanding (Note 2) 12,360
Capital in Excess of Par Value 10,770,354
Retained Deficit (10,172,133)
Total Stockholders' Equity 611,081
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 620,000
Digital Commerce International, Inc. and Subsidiary
(a Development Stage Company)
Consolidated Statement of Operations
For the Eight
Months Ended
June 30,
1999
REVENUE $ -
EXPENSES
General and Administrative -
Total Expenses -
NET INCOME (LOSS) - Before Taxes $ -
Taxes (Note 1) -
INCOME (LOSS) $ -
Loss Per Common Share $ -
Average Outstanding Shares 19,990,100
Digital Commerce International, Inc. and Subsidiary
(a Development Stage Company)
Consolidated Statement of Stockholders' Equity
For the Period November 1, 1998 through June 30, 1999
Additional
Shares Par Value Paid in Retained
Preferred Common Preferred Common Capital Deficit
Balance,
November 1,
1998 - 21,080,755 $ - $21,080 $10,142,134 $(10,172,133)
Shares canceled by officer/director
(Note 2) - (14,340,755) - (14,340) 14,340 -
Issuance of 5,000,000 shares of
stock for acquisition of Digital
Commerce, Inc.
(Note 2) - 5,000,000 - 5,000 (5,000) -
Issuance of shares
for cash
(Note 2) - 620,000 - 620 619,380 -
Issuance of
500,000 shares of
Class A
Preferred
stock to management
of Digital
Commerce,
Inc.
(Note 3) 500,000 - 500 - (500) -
Balance,
June 30,
1999 500,000 12,360,000 $ 500 $ 12,360 $10,770,354 $(10,172,133)
Digital Commerce International, Inc. and Subsidiary
(a Development Stage Company)
Consolidated Statement of Cash Flows
For the Eights
Months ended
June 30,
1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ -
Net Cash used in Operating Activities -
CASH FLOWS FROM
INVESTING ACTIVITIES -
CASH FLOWS FROM
FINANCING ACTIVITIES -
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS
AT THE END OF PERIOD -
CASH PAID DURING THE PERIOD FOR:
Interest $ -
Income Taxes $ -
Digital Commerce International, Inc. and Subsidiary
(a Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
OPERATIONS OF THE COMPANY
Digital Commerce International, Inc. (the "Company") was organized in
the state of Delaware in July 1982 as Systems Assurance Corporation but has
been inactive since 1991. In June 1999, the Company acquired a wholly owned
subsidiary, Digital Commerce, Inc. and changed its name to Digital Commerce
International, Inc. The Company now intends to enter the business of
processing e-commerce transactions through the internet.
INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes" in the fiscal year ended October 31, 1996
and has applied the provisions of the statement to the current fiscal year
which resulted in no significant adjustment.
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at October 31, 1998 and
earlier years, accordingly, no deferred tax liabilities have been recognized
for all years.
The Company had cumulative net operating loss carryforwards of
approximately $30,000 at October 31, 1998. No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryforwards
is uncertain. The net operating losses begin to expire in the year 2016.
NET INCOME (LOSS) PER SHARE
Net income (loss) per share of Common Stock is computed by dividing
net income by the weighted average number of shares of Common Stock and Common
Stock Equivalents, if dilutive, outstanding during the year.
Digital Commerce International, Inc. and Subsidiary
(a Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For the purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with original maturity of three
months or less to be cash equivalents.
INCOME PER SHARE
The computation of income per share of common stock is based on the
weighted average number of shares outstanding during the period.
NOTE 2 - STOCKHOLDERS' EQUITY
On June 15, 1999, the Company acquired Digital Commerce, Inc.
(Digital) a corporation created on November 17, 1998 in the nation of Nevis.
Digital Commerce now has a presence in Vancouver, British Columbia and was
organized for the purpose of engaging in the business of handling the financial
execution of e-commerce transactions through the Internet. 5,000,000 shares
of common stock were issued for the acquisition of Digital, which at the time
of the acquisition had no assets or liabilities and had no operating history.
The value of the stock was placed at $0 since there was no value to the
company (Digital) acquired.
The Company has since engaged in raising equity funding through
private placements to qualified individuals and businesses. The Company
raised $620,000 up to June 30, 1999 and another $807,500 up to September 14,
1999.
At the time of the acquisition of Digital, a director/officer
canceled 14,340,755 shares of stock.
Digital Commerce International, Inc. and Subsidiary
(a Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1999
NOTE 3 - PREFERRED STOCK
At the time of the acquisition of Digital Commerce, Inc., the Company
issued 500,000 shares (250,000 each)of Class A Preferred Stock to two of the
officers and directors of Digital as incentive for future operations. The
terms of the preferred stock issuance were determined by the board of
directors at the time of the issuance to the two officers are as follows:
-the preferred stock has voting rights equal to 10 common shares.
-the preferred stock is non transferable.
-the preferred stock is convertible into 10 common shares for each
preferred share only upon the following conditions:
-the acquisition of control of the Company by a party not affiliated with
current management, or
-a cumulative credit card transaction volume which exceeds $2 billion.
The shares were valued at $0 at the time of issuance based on the
contingencies listed above.
Class B and Class C preferred shares are authorized, but at this time,
none have been issued and none of the rights, privileges, or other
characteristics of the stock have been determined.
