<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
QUARTERLY REPORT ISSUED UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Three Months Ended January 31, 2000
Commission file number 0-14026
ii GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-219720
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(State or other jurisdiction of I.R. S. Employer Identification No.
incorporation or organization)
7000 W. Palmetto Park Road, Suite 501, Boca Raton, Florida 33433
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(Address of principal executive offices)
(561) 620-9202
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Issuer's telephone number, including area code:
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(Former name or address if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or 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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
On March 14, 2000, the Registrant had outstanding 7,622,654 shares of common
stock, $.01 par value.
<PAGE>
ii GROUP, INC. AND SUBSIDIARY
BALANCE SHEETS
JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>
ASSETS
January 31,
2000 July 31,
(unaudited) 1999
----------- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 208,167 $ 541
----------- -----------
Total current assets 208,167 541
----------- -----------
Marketable securities available
for sale - GourmetMarket.com 810,000
Goodwill - Travlang 390,000 --
----------- -----------
$ 1,408,167 $ 541
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable $ 40,000 $ 15,000
Accounts payable and accrued expenses 48,213 87,682
Loans payable primarily relating to Travlang.com 130,527 5,000
----------- -----------
Total current liabilities 218,740 107,682
----------- -----------
Stockholders' deficit:
Preferred stock, $1 par value, authorized
850,000 shares, 0 shares issued, -- --
Series A Preferred stock, $1 par value, authorized
150,000 shares, 0 and 80,000 shares,
issued and outstanding -- 80,000
Common stock, $.01 par value;
authorized 50,000,000 shares; 5,812,654 and
372, 642 shares issued and outstanding, respectively 73,727 3,727
Additional paid-in capital 9,525,469 7,807,969
Retained deficit (8,409,769) (7,998,837)
----------- -----------
Total stockholders' equity (deficit) 1,189,427 (107,141)
----------- -----------
$ 1,408,167 $ 541
=========== ===========
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
ii GROUP, INC. AND SUBSIDIARY
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>
Six Six Three Three
Months Months Months Months
Ended Ended Ended Ended
January 31, January 31, January 31, January 31,
2000 1999 2000 1999
(unaudited) (unaudited) (unaudited) (unaudited)
------------ ------------- ------------- ---------
Expenses:
<S> <C> <C> <C> <C>
General and administrative expenses $ 58,432 $ 21,869 $ 44,457 $ 12,496
Stock based compensation 397,500 -- 397,500 --
------------ ------------- ------------- ---------
Loss from operations before extraordinary item (455,932) (21,869) (441,957) (12,496)
Extraordinary item:
Gain on extinguishment of debt
(net of income taxes of $8,600) 36,400 -- -- --
------------ ------------- ------------- ---------
Income (loss) before income taxes (419,532) (21,869) (441,957) (12,496)
Income tax (expense) benefit 8,600 -- -- --
------------ ------------- ------------- ---------
Net income (loss) $ (410,932) $ (21,869) $ (441,957) $ (12,496)
============ ============= ============= =========
Net income (loss) per share information:
Basic:
Loss from operations before extraordinary item $ (.25) $ (.12) $ (.14) $ (.07)
============ ============= ============= =========
Extraordinary item $ .02 $ .00 $ .00 $ .00
============ ============= ============= =========
Net income (loss) per share $ (.23) $ (.12) $ (.14) $ (.07)
============ ============= ============= =========
Weighted average number of common shares 1,752,979 179,937 3,133,307 187,219
============ ============= ============= =========
Diluted:
Loss from operations before extraordinary item $ (.25) $ (.12) $ (.14) $ (.07)
============ ============= ============= =========
Extraordinary item $ .02 $ .00 $ .00 $ .00
============ ============= ============= =========
Net income (loss) per share $ (.23) $ (.12) $ (.14) $ .07
============ ============= ============= =========
Weighted average number of common shares 1,752,979 179,937 3,133,307 187,219
============ ============= ============= =========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
ii GROUP, INC. AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
January 31, January 31,
2000 1999
(unaudited) (unaudited)
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(410,932) $ (21,869)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Gain on extinguishment of debt (45,000)
Issuance of stock for compensation 397,500
Changes in assets and liabilities:
Accounts payable accrued expenses 20,531 (5,271)
--------- ---------
Net cash used in operations: (37,901) (27,140)
--------- ---------
Cash flows provided by investing activities:
Acquisition of Travlang (119,473) --
--------- ---------
Cash flows provided by financing activities:
Proceeds from increase of notes payable 25,000
Issuance of preferred stock 89,000
Issuance of common stock 345,000 10,000
Increase in subscriptions receivable (19,000)
Increase (decrease) in other liabilities (5,000) (74,600)
--------- ---------
Net cash provided by financing activities 365,000 5,400
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Net increase (decrease) in cash and cash equivalents 207,626 (21,740)
Cash and cash equivalents, beginning of period 541 22,495
--------- ---------
Cash and cash equivalents, end of period $ 208,167 $ 755
========= =========
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of travlang with debt $ 130,527 $ --
========= =========
Acquisition of travlang with stock $ 140,000 $ --
========= =========
Acquisition of marketable securities available for sale $ 810,000 $ --
========= =========
Issuance of preferred stock for debt $ 15,000 $ --
========= =========
Gain on settlement and mutual
release agreement of debt $ 45,000 $ 871,760
========= =========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
Notes to Financial Statements
January 31, 2000
(Unaudited)
(1) Basis of Presentation
The unaudited condensed financial statements have been prepared from
the books and records of iiGroup, Inc. (formerly Daltex Medical Sciences, Inc.)
(the "Company") in accordance with generally accepted accounting principles for
interim financial information. 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 these estimates.
The accompanying unaudited condensed financial statements, which are
for interim periods, do not include all disclosures provided in the annual
financial statements. These unaudited condensed financial statements should be
read in conjunction with the financial statements and the footnotes thereto
contained in the Annual Report on Form 10-KSB for the year ended July 31, 1999
as filed with the Securities and Exchange Commission.
In the opinion of the Company, the accompanying unaudited condensed
financial statements contain all adjustments (which are of a normal recurring
nature) necessary for a fair presentation of the financial statements. The
results of operations for the six months ended January 31, 2000 are not
necessarily indicative of the results to be expected for the full year.
(2) Stockholders' Equity
During the three months ended January 31, 2000, all outstanding shares
of Series A Convertible Preferred Stock were converted into an aggregate of
1,900,000 shares of Common Stock. During this period the Company sold an
aggregate of 690,000 shares of Common Stock for proceeds of $345,000. Subsequent
to January 31, 2000, the Company sold an additional 1,610,000 shares for
proceeds of $805,000.
(3) Travlang.com Acquisition
In January 2000, the Company entered into an acquisition agreement to
buy the assets of Travlang.com, a premier Internet foreign travel language web
site. The terms of the purchase were 250,000 shares of iiGroup common stock and
$250,000 payable as follows: (i) $50,000 in cash on January 14, 2000, (ii)
$100,000 cash on or before February 15, 2000, and (iii) assumption of $100,000
of liabilities by iiGroup, including $40,000 advanced by MCG Partners. A portion
of the cash due and liabilities are reflected on the balance sheet as loans
payable.
5
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PART I
ITEM 2. Management's Discussion and Analysis or Plan of Operation
General
The following discussion regarding iiGroup and its business and
operations contains "forward-looking statements" within the meaning of Private
Securities Litigation Reform Act 1995. Such statements consist of any statement
other than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate," "estimate" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The reader is cautioned that all forward-looking statements are
necessarily speculative and there are certain risks and uncertainties that could
cause actual events or results to differ materially from those referred to in
such forward looking statements. iiGroup does not have a policy of updating or
revising forward-looking statements and thus it should not be assumed that
silence by management of iiGroup over time means that actual events are bearing
out as estimated in such forward looking statements.
iiGroup is an Internet holding company actively engaged in
content-based Internet sites. Its goal is to become the premier content provider
for information on the net to a broad range of people. iiGroup believes that the
banding together of several content-oriented web sites will attract a large
audience, create efficiencies of scale, and be cost effective, resulting in
increased revenues and net income for the individual sites.
iiGroup's operating strategy is to integrate partner companies into a
collaborative network that leverages its collective end-users, resources, and
economies of scale. With the goal of holding partner company interests for the
long term, iiGroup will use these collective resources to actively develop the
business strategies, operations, and management teams of its partner companies.
The Internet continues to grow and expand, creating an opportunity for
the roll-up identified by iiGroup. The current trend to build a web site and
spend millions of dollars to drive visitors to the site is fast becoming passe.
iiGroup has identified a number of content-based web sites which it plans to
rapidly roll up into the company.
As the major portal sites and e-commerce sites have spent millions to
create traffic, they have found the need to supply fresh and needed content for
their visitors to create "stickiness" to the site. Every service asset results
in a proliferation of similar services on competing sites. The battle to
increase and maintain traffic will not abate in the near future. iiGroup is
ready to offer needed "sticky" products that are content based and will allow
the company to increase revenue and company value.
iiGroup is seeking to acquire businesses in the Internet or information
technology areas. iiGroup has acquired Travlang.com, and is currently involved
in dialogue with representatives of other content-based Internet companies.
Travlang.com, is a foreign language and travel site that has existed for nearly
five years and is recognized as the leader in providing free access to over
seventy foreign language translation dictionaries to over one and a half million
unique visitors a month. Travlang.com recently entered into an agreement with
Alta Vista to provide content to the Alta Vista World Channel.
In addition, iiGroup will also make investments in e-commerce and
technology companies in order to exploit the information and content they have,
and to create revenue streams from the millions of visitors iiGroup has captured
on its content-based Internet sites. One of the e-commerce companies that
iiGroup is investing in is GourmetMarket.com.
iiGroup's goal is to be the premier content provider on the Internet,
using a syndication model similar to television and radio. iiGroup will be
6
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aggressively focusing on companies that have content that will be useful to a
particular audience, such as. Travlang.com for travelers. This content will then
be built to bring the audience to the web site. Once a user is at the web site,
iiGroup will offer services and products to those visitors through partnerships
with other companies, using the systems that we already have in place. In
addition, relationships with other portals and web sites seeking to increase
continuous traffic on their sites will be established to set up mirror sites
with revenue splitting arrangements that will attract more visitors to our sites
and add value to iiGroup.
The discussion below should be reviewed together with iiGroup's
financial statements and the notes thereto.
Results of Operations
For the three and six months ended January 31, 2000 and January 31,
1999, iiGroup had no revenue.
Operating expenses for the three months ended January 31, 2000 and 1999
consisted principally of general and administrative expenses. General and
administrative expenses for the three months ended January 31, 2000 and 1999
were $44,457 and $12,496, respectively and were $58,432 and $21,869 for the six
months ended January 31, 2000 and 1999. iiGroup expects these expenses to
increase as a result of the Travlang.com transaction and ongoing activities as
its business develops. In addition, during the three months ended January 31,
2000, iiGroup had a noncash charge of $397,500 for the issuance of stock issued
for compensation.
iiGroup realized an extraordinary gain of $36,400 for the six months
ended January 31, 2000 from the extinguishment of indebtedness as stock was
issued in cancellation of certain liabilities. This resulted in a tax benefit of
$8,600.
iiGroup had a net loss of $441,957 for the three months ended January
31, 2000 compared to a net loss of $12,496 for the three months ended January
31, 1999, and a net loss of $410,932 for the six months ended January 31, 2000
compared to a net loss of $21,869 for the six months ended January 31, 1999,
primarily due to the noncash compensation charges.
Liquidity and Capital Resources
At January 31, 2000, iiGroup had cash and cash equivalents of
approximately $208,167, compared to $541 at July 31, 1999. The increase was
primarily due to the receipt of approximately $345,000 from an ongoing private
placement. An additional $805,000 was raised in February 2000. During the six
months ended January 31, 2000, iiGroup used net cash for operations of $37,901
as compared to $27,140 in 1999. This change in cash flows from operations was
primarily due to changes in accrued expenses. In addition, iiGroup had a working
capital deficit of $10,573 as of January 31, 2000, primarily due to the $130,527
in liabilities owed on the purchase of Travlang.com, all of which were paid in
February 2000 from the additional private placement proceeds.
Management has limited expenditures in many areas, including
discretionary expenditures, in order to focus iiGroup's resources in what it
believes are the most promising areas of iiGroup's business in the near term.
However, there can be no assurance that iiGroup will have sufficient funds to
carry out these plans or to remain in business. Although iiGroup has sufficient
resources to carry out its business plan for the remainder of 2000, there can be
no assurance that iiGroup will be successful in meeting its long-term liquidity
requirements.
iiGroup may utilize cash derived from the sale of equity securities,
debt securities or bank or other borrowing or a combination thereof as
7
<PAGE>
consideration in effecting future acquisitions, joint ventures or investments.
Although iiGroup has no commitments as of the date hereof to issue any
additional shares of common stock or options or warrants, iiGroup will, in all
likelihood, issue additional shares in connection with the consummation of
transactions. To the extent that such additional shares are issued, dilution to
the interests of iiGroup's stockholders will occur. Additionally, if a
substantial number of shares of common stock are issued in connection with the
consummation of one or more transactions, a change in control of iiGroup may
occur which may affect, among other things, iiGroup's ability to utilize net
operating loss carry forwards, if any.
PART II
ITEM 2. Changes in Securities and Use of Proceeds
Effective November 29, 1999, iiGroup effected a 1-for-50 reverse split
of its common stock. As a result, there were 372,643 shares of common stock. At
the same time, the name was changed from Daltex Medical Sciences, Inc. to
iiGroup, Inc. At the same time, the 1999 Stock Option Plan became effective.
In December 1999, the holders of the outstanding Series A Preferred
Stock converted all of their shares into common stock in accordance with the
terms.
In December 1999, iiGroup agreed to issued an aggregate of 300,000
shares of common stock and 200,000 options with an exercise price of $1.50 per
share to one unaffiliated consultant. A registration statement on Form S-8 was
filed in January 2000 for these securities.
In December 1999 and January 2000, iiGroup sold an aggregate of 690,000
shares of Common Stock for $.50 per share or proceeds of $345,000 to 14
accredited investors in a transaction exempt from registration pursuant to Rule
506.
In January 2000, in connection with the Travlang.com acquisition,
iiGroup issued Dr. Michael Martin 100,000 options to purchase common stock at
$3.00 per share.
ITEM 5. Other Information
In February 2000, Scott Holmes became a director of iiGroup. Mr. Holmes
graduated from Cornell University with a BS in Industrial Engineering and then
received his MBA in finance from the Wharton School of the University of
Pennsylvania. Scott spent over 25 years with Shared Medical Systems, where he
started in the sales area and eventually became the manager of the
Mid-Atlantic/Southeast region. In 1979 he was promoted to Vice President of
Marketing for Shared Medical Systems and worked directly with the CEO of the
company in a number of capacities including Multi-Hospital National Sales
Manager, Vice President of Corporate Communications, and Vice President of
Canadian operations.
In February 2000, Louis R.M. Del Guercio, M.D. and Herbert J.
Mitchele, Jr. both resigned as directors.
As previously disclosed, effective January 31, 2000, Neil Swartz was
elected President and a director of iiGroup. Mr. Swartz is currently a principal
of MCG Partners with C. Lawrence Rutstein, who is also a director of iiGroup.
MCG Partners is a merchant banking firm. Bruce Hausman, formerly president,
remains a director, secretary and treasurer.
In December 1999, iiGroup agreed to exchange 500,000 shares of its
restricted common stock with MCG Partners for 500,000 shares of
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Gourmetmarket.com's restricted common stock. At the time of the transaction,
Gourmetmarket.com's shares were trading at $1.60 per share and iiGroup's shares
were trading at $.75 per share. MCG Partners is a principal stockholder of both
iiGroup and Gourmetmarket.com.
The Company also cancelled its consulting agreement with Mull & Paige
and never issued the shares or options provided for in such agreement.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulations S-B.
Exhibit 27
(b) None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on behalf by the
undersigned thereunto duly authorized.
iiGROUP, INC.
By: /s/ Neil Swartz
----------------------
Neil Swartz, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-START> AUG-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 208,167
<SECURITIES> 810,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 208,167
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,408,167
<CURRENT-LIABILITIES> 218,740
<BONDS> 0
0
0
<COMMON> 73,727
<OTHER-SE> 9,525,467
<TOTAL-LIABILITY-AND-EQUITY> 1,408,167
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 455,932
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (419,532)
<INCOME-TAX> 8,600
<INCOME-CONTINUING> (455,932)
<DISCONTINUED> 0
<EXTRAORDINARY> 36,400
<CHANGES> 0
<NET-INCOME> (419,932)
<EPS-BASIC> (0.44)
<EPS-DILUTED> (0.23)
</TABLE>
