<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ___________
Commission file number: 33-11059-A
TELESERVICES INTERNET GROUP INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in it charter)
FLORIDA 59-2773602
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 SECOND AVENUE SOUTH, SUITE 1000, ST. PETERSBURG, FLORIDA 33701
- -------------------------------------------------------------------------------
(Address of principal executive offices)
(727) 895-4410
---------------------------
(issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
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 such shorter
period that the issuer 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 issuer 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 [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: AS OF MAY 15, 2000, OF THE
ISSUER'S COMMON STOCK, $.0001 PAR VALUE, THERE WERE 277,133,615 SHARES
OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
TELESERVICES INTERNET GROUP INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
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<S> <C> <C> <C>
Item 1. Consolidated Financial Statements (unaudited) F-1
Review Report of Independent Certified Public Accountant F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 2
PART II. OTHER INFORMATION 4
SIGNATURE PAGE 7
</TABLE>
1
<PAGE> 3
TELESERVICES INTERNET GROUP INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2000
F-1
<PAGE> 4
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
TeleServices Internet Group Inc.
St. Petersburg, FL 33701
We have reviewed the accompanying balance sheet of TeleServices Internet Group
Inc. as of March 31, 2000, and the related statements of operations and cash
flows for the three months then ended in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute
of Certified Public Accountants. All information included in these financial
statements is the representation of the management of TeleServices Internet
Group, Inc.
A review of interim financial statements consists principally of inquiries of
Company personnel responsible for financial matters and analytical procedures
applied to financial data. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
As discussed in the notes to the financial statements, certain conditions
indicate that the company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
May 12, 2000
F-2
<PAGE> 5
TELESERVICES INTERNET GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 96,186 $ 30,000
Other current assets 379,039 45,533
------------ ------------
Total Current Assets $ 475,225 $ 75,533
Equipment, net of accumulated depreciation 389,230 474,699
Other assets 36,948 4,255
------------ ------------
Total Assets $ 901,403 $ 554,487
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses $ 2,519,986 $ 3,261,427
Loans payable, stockholder -- 165,387
Notes payable, current 256,997 256,599
Convertible debentures -- 300,000
Preferred stock subscription received 33,500 620,000
------------ ------------
Total Current Liabilities $ 2,810,483 $ 4,603,413
Long Term Liabilities:
Notes payable 16,182 17,352
------------ ------------
Total Liabilities $ 2,826,665 $ 4,620,765
------------ ------------
Commitments and Contingencies (See Notes)
Stockholders' (deficit):
Preferred stock, $2.00 stated value
10,000,000 shares authorized, 1,250,000 issued and outstanding 1,250 --
Common stock $.0001 par value,
300,000,000 shares authorized,
269,197,515 issued 26,920 25,059
Additional paid-in capital 49,713,307 42,555,647
Treasury stock, 13,130 shares at cost (125,000) (125,000)
Accumulated (deficit) (51,541,739) (46,521,984)
------------ ------------
Total Stockholders' (Deficit) (1,925,262) (4,066,278)
------------ ------------
Total Liabilities and Stockholders' (Deficit) $ 901,403 $ 554,487
============ ============
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
F-3
<PAGE> 6
TELESERVICES INTERNET GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Total Revenues $ 51,108 $ 102,302
------------- -------------
Operating Expenses:
Salaries and contract services 712,313 710,089
Payroll taxes 29,672 78,237
Rent 90,908 39,385
Telephone 71,221 138,186
Travel and entertainment 42,150 87,247
Advertising and promotion 39,170 17,367
Depreciation and amortization 86,970 34,463
Outside advisory services 3,257,536
Other expenses 757,793 378,311
------------- -------------
Total operating expenses 5,087,733 1,483,286
------------- -------------
Net (loss) from continuing operations (5,036,625) (1,380,984)
Other income (expenses):
Interest income 4,812 1,846
Interest (expense) (816) (23,180)
Gain on sale of assets 12,875
------------- -------------
Total other Income (expense) 16,871 (21,334)
------------- -------------
Net (loss) from continuing operations (5,019,754) (1,402,318)
============= =============
Discontinued Operations:
Loss from operation of VSI -- (161,988)
Gain on disposal of VSI -- 4,541,689
------------- -------------
Net gain from discontinued operations -- 4,379,701
------------- -------------
Net income (loss) $ (5,019,754) $ 2,977,383
------------- -------------
Per share results:
From continuing operations (.019) (.020)
From discontinued operations .061
Net income (loss) per common share $ (.019) $ .042
============= =============
Weighted Average Shares Outstanding 259,890,335 71,546,748
============= =============
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
F-4
<PAGE> 7
TELESERVICES INTERNET GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
For the three For the
months ended year ended
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) from continuing operations $ (5,019,754) $(13,013,051)
Adjustments to reconcile net (loss) to net cash (used in) operating
activities:
Net (gain) from sale of affiliated business -- (325,323)
Decrease (increase) in accounts receivable (279,050) 71,347
Decrease in inventory 6,223 --
(Increase) in prepaid assets (35,680) --
Depreciation and amortization 86,970 234,009
Increase (decrease) in accounts payable and accrued expenses (741,441) 1,474,864
(Increase) decrease in other assets (27,693) 65,172
------------ ------------
Net cash (used in) operating activities: $ (6,010,425) $(11,492,982)
------------ ------------
Cash flows from investing activities:
(Acquisition) of equipment (1,500) (341,615)
Disposition of affiliate company -- 706,309
------------ ------------
Net cash provided by (used in) investing activities: (1,500) 364,694
Cash flows from financing activities:
(Repayment of) leases payable (772) (18,790)
Cash proceeds from (repayment of) loans from stockholders (465,387) 34,292
Issuance of common stock 588,045 366,400
Issuance of preferred stock 1,880,000 --
Preferred stock subscription received 33,500 620,000
Sale of convertible debentures -- 2,902,000
(Repayment of) notes payable -- (54,722)
------------ ------------
Net cash provided by financing activities: 2,035,826 3,849,180
(Decrease) in cash (3,976,099) (7,279,106)
Cash, beginning of period -- --
Non-cash transactions 4,072,285 7,279,106
------------ ------------
Cash, end of period $ 96,186 $ --
============ ============
Schedule of non-cash operating, financing and investing activities:
Net gain from discontinued operation -- (161,988)
Net gain on disposal of discontinued operations -- 92,697
Repayment of stockholder loan -- (1,000,000)
Issuance of common stock 1,471,884 11,825,397
Conversion of debentures into common stock 300,000 (3,477,000)
Exercise of warrants and options 2,300,401 --
------------ ------------
Increase in non-cash items 4,072,285 $ 7,279,106
============ ============
Interest paid $ 634 $ 214,052
============ ============
Income taxes paid $ -- $ --
============ ============
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
F-5
<PAGE> 8
TELESERVICES INTERNET GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
(1) Condensed Financial Statements:
The financial statements included herein have been prepared by
TeleServices Internet Group Inc. (Company) without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such
rules and regulations, and the Company believes that the disclosures
are adequate to make the information presented not misleading. It is
suggested that these financial statements are read in conjunction with
the December 31, 1999 audited financial statements and the accompanying
notes thereto. While management believes the procedures followed in
preparing these financial statements are reasonable, the accuracy of
the amounts are in some respects dependent upon the facts that will
exist, and procedures that will be accomplished by the Company later in
the year.
The management of the Company believes that the accompanying unaudited
condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the
operations and cash flows for the periods presented.
(2) Basis of Presentation - Going Concern
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained recurring operating losses since its inception and has a
working capital deficit and a deficit in stockholders' equity.
Management is attempting to raise additional capital. In view of these
matters, realization of certain assets in the accompanying balance
sheet is dependent upon continued operations of the Company, which in
turn is dependent upon the Company's ability to meet its financial
requirements, raise additional capital, and the success of its future
operations. Management believes that its ability to raise additional
capital provides the opportunity for the Company to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
(3) Common Stock Issued
During the three month period ended March 31, 2000, 18,614,360 shares
of the Company's common stock were issued for consideration totaling
$4,660,770 of which, $4,072,285 was non-cash consideration for services
or for favorable debt conversion terms. Certain issuances were related
to previously granted options and warrants.
(4) Preferred Stock Issued
Effective March 31, 2000 the Company issued 1,250,000 shares of Series
A convertible preferred stock. Each share of preferred stock is
convertible into 40 shares of restricted common stock and 40 warrants
exercisable at $.20 per share, unless a registration statement does not
become effective
F-6
<PAGE> 9
TELESERVICES INTERNET GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
(4) Preferred Stock Issued (continued)
within 120 days, then the exercise price will be reduced to $.15 per
share. The preferred shares were issued at $2.00 per share. The
preferred shareholders are entitled to receive an annual 10% cumulative
dividend in cash or additional shares of common stock at the option of
the Company. The Company, at its option, can require conversion if its
common stock trades above $1.00 per share for ten consecutive days. The
liquidation preference shall be the stated value of $2.00 per preferred
share plus any accrued dividends. The market value for the Company's
common stock on March 31, 2000 was $.3125. Since the conversion price
is $.05, this results in a favorable conversion benefit of $.2625 per
share, totaling $13,125,000. There is also a favorable exercise benefit
of $.1125 per share, related to the exercise rights of the warrants
resulting in a total of $5,625,000. The accounting for these favorable
conversion and exercise benefits results in additions to paid in
capital and charges to paid in capital resulting in no net effect to
the financial statements but are herein disclosed for informational
purposes.
F-7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Total revenues from continuing operations for the three months ended
March 31, 2000, were $51,108 compared to $102,302 in the same period last year,
as the Company's primary focus was to complete its restructuring, acquisitions
and financing. The Company reduced expenses considerably during the quarter,
but as a result of non-cash expenses required by accounting rules, reported
that operating expenses increased from $1,483,286 in the first quarter of 1999
to $5,087,733 in the first quarter of 2000, resulting in a net loss of
$5,036,625 for the reporting period, compared to a net loss of $1,380,984 for
the first three months of last year. It should be noted that most of the
increase in operating expenses resulted from non-cash consideration from the
exercise of stock options held by employees and consultants under the TSIG.com
Incentive Stock Option Plan, because accounting rules require that the Company
report as an expense the difference in value between the aggregate option
exercise price and the market price on the date of exercise.
Operating Plan
The Company continues the aggressive restructuring that was announced
in the Form 10-KSB for the year ended December 31, 1999. In March and April,
2000, the Company announced that it had entered into letters of intent to make
three acquisitions: General Search.Com, Inc., an Internet portal and search
engine; The Affinity Group LLC, an affinity marketing company, with 1999
revenues of approximately $22 million (unaudited) and pro-forma, pre-tax
profits of $4 million (and projected 2000 revenues of $30 million, with profits
targeted to reach $6 million); and American Teleswitch Corporation, a
manufacturer and marketer of several telephony-based products in Europe and the
Far East, with 1999 revenues of $3 million and pre-tax earnings of $400,000
(unaudited). To finance these acquisitions, and to take advantage of the
anticipated synergies therefrom, the Company entered into a letter agreement
with its investment bank to increase its private placement financing to up to
$125 million (see below). Closing of these acquisitions is subject to final
documentation, and there can be no assurances at this time that these
acquisition will be successfully completed.
Upon successful closing of these acquisitions, the Company plans to
fully implement its myCard affinity marketing programs with national
corporations, non-profits and other organizations. These customized affinity
marketing programs are designed to acquire Internet customers at a very low
cost, to provide recurring revenues to the Company and its partners, to help
develop strong brand loyalty and awareness within target communities, and to
drive customers to GeneralSearch.com and the other Web sites of the Company and
its partners. The Company enhances its myCard programs by providing customer
service and support with its Web-based call center and related services. The
Company's Web sites at www.tsig.com and www.mymusiccard.com.
Limited Working Capital; Financial Instability
As of March 31, 2000, the Company had a negative stockholder's equity
of $1,925,262 (an improvement of $2,141,016 from December 31, 1999), an
accumulated deficit of $51,541,739, and a working capital deficit $1,909,080.
Various factors affecting the Company's operations raise doubt as to
the Company's ability to continue as a going concern. There can be no assurance
that the Company will be able to continue as a going concern or achieve
material revenues or profitable operations. The Company requires additional
financing. On February 29, 2000, the Company announced that it had entered into
a letter agreement engaging a prominent New York based investment banking firm
as its exclusive agent for a private placement financing of up to $40 million,
and on April 26, 2000, the letter agreement was amended to provide for a
financing of up to $125 million. However, no assurances can be given that such
financing will be available in the amount required or, if available, that it
can be on terms satisfactory to the Company.
The financial statements include all adjustments which in the opinion
of and to the best of management's knowledge are necessary to make the
financial statements not misleading.
2
<PAGE> 11
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, readers of this document and any
document incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both statements
of historical facts and forward looking statements. Forward looking statements
are subject to certain risks and uncertainties, which could cause actual
results to differ materially for those indicated by the forward looking
statements. Examples of forward looking statements include, but are not limited
to (i) projections of revenues, income or loss, earning or loss per share,
capital expenditures, dividends, capital structure and other financial items,
(ii) statements of the plans and objectives of the Company or its management of
Board of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors or regulatory
authorities, (iii) statements of future economic performance, and (iv)
statements of assumptions underlying other statements and statements about the
Company or its business. Forward looking statements are beyond the ability of
the Company to control and in many cases the Company cannot predict what
factors would cause results to differ materially from those indicated by the
forward looking statements.
3
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings:
There have been no material developments in any of the legal proceeds
described in the Company's annual report on Form 10-KSB for the year ended
December 31, 2000.
ITEM 2. Changes in Securities:
A. The Company offered and sold a total of 1,250,000 restricted shares
of Series A Convertible Preferred Stock for gross proceeds of $2,500,000 to
approximately 31 investors in principal pursuant to a private placement which
commenced in August 1999 and ended in February 2000.
The Articles of Incorporation of the Company have been amended to
rescind the existing Designation of Rights and Preferences of Series A
Convertible Preferred Stock and replace it with a revised designation which
reflects that 1,250,000 shares were sold and provides that each share of Series
A Convertible Preferred Stock:
o has a stated value of $2.00;
o has a liquidation preference of $2.00;
o bears interest at the rate of 10% per annum, payable in cash
or in shares of restricted common stock, at the option of the
Company;
o is convertible into 40 shares of restricted common stock at a
conversion rate of $.05 per share and a warrant entitling the
holder to purchase an additional 40 shares of restricted
common stock for a period of 5 years at an exercise price of
$.20 per share;
o is generally non-voting; and
o is redeemable by the Company if the Company's common stock
trades above $1.00.
In connection with the offering, the Company granted certain
registration rights to the investors. In the event that a registration
statement for the resale of the shares of common stock underlying the Series A
Convertible Preferred Stock and the warrants is not filed within 120 days of
closing, the per share exercise price of the warrants shall be reduced by $.05.
All purchasers are accredited investors, and the Company believes that
this private placement is exempt from registration pursuant to Sections 4(2),
4(6) and/or Rule 506 of the Securities Act of 1933.
B. On January 28, 2000, the Board Directors of the Company authorized
the issuance of 53,910 shares of restricted common stock to two former
shareholders of GuaranTEE Time, Inc. (a former subsidiary of the Company) in
connection with a settlement agreement dated August 6., 1998, regarding the
disposition of GuaranTEE Time, Inc. The Company believes that this transaction
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.
C. On January 14, 2000, the Board Directors of the Company authorized
the issuance of 2,000,000 shares of restricted common stock to James F. Gordon,
the brother of Robert P. Gordon, an officer and director of the Company, in
settlement of a threatened legal claim against the Company made by James F.
Gordon. The Company believes that this transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
ITEM 3. Defaults Upon Senior Securities: None.
ITEM 4. Submissions of Matters to a Vote of Security Holders: None.
The Company held a Special Shareholders' Meeting on March 27, 2000.
Proxies were solicited by management. A quorum was present. The matter voted
upon and the result thereof is as follows:
4
<PAGE> 13
Proposal to amend the Company's Articles of Incorporation to effect a
combination (also known as a "reverse-split") of the number of outstanding, but
not the number of authorized, shares of common stock of the company on a 10:1
basis:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
91,259,848 31,417,864 535,557
</TABLE>
This approval of the share combination will have the following results:
o The Board of Directors shall cause the Company to file, as soon as
practicable, an Amendment to its Articles of Incorporation which shall
reflect the share combination and provide for an effective date to be
determined by the Board of Directors (but not more than 90 days after the
date of shareholder approval).
o The number of shares outstanding would be divided by ten.
o The number of shares of common stock authorized to be issued shall remain
300,000,000 and the par value per share shall remain $.0001.
o Fractional shares created as a result of the combination shall be rounded
to the nearest whole share.
o All options, warrants, convertible preferred stock, and any other
convertible securities that are convertible into common stock that are
outstanding on the date of the combination shall be adjusted on the same
basis.
ITEM 5. Other Information: None.
ITEM 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibit No. Description
3.6 Bylaws as restated April 22, 1999. (Incorporated by
reference to Exhibit 3.6 of the Company's
Registration Statement on Form SB-2 (file no.
333-78077) filed on May 7, 1999).
3.8 Articles of Incorporation, as amended on April 3,
2000, and currently in effect. (Incorporated by
reference to Exhibit 3.8 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
4.8 Form of Securities Purchase Agreement for private
placement of Series A Convertible Preferred Stock
which commenced in August 1999. (Incorporated by
reference to Exhibit 4.8 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
4.9 Form of Series A Common Stock Purchase Warrant
issuable conversion of Series A Convertible
Preferred Stock. (Incorporated by reference to
Exhibit 4.9 of the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999.)
10.9 Employment Agreement between the Company and Robert
P. Gordon dated December 4, 1998. (Incorporated by
reference to Exhibit 10.9 of the Company's Form
10-KSB for the fiscal year ended December 31, 1998
and filed on March 31, 1999).
5
<PAGE> 14
10.12 Consulting Agreement between the Company and Paul W.
Henry dated April 9, 1998. (Incorporated by
reference to Exhibit 10.12 of the Company's
Registration Statement on Form SB-2 (file no.
333-78077) filed on May 7, 1999).
10.16 TSIG.com Incentive Stock Plan dated December 17,
1999. (Incorporated by reference to Exhibit 10.16 of
the Company's Registration Statement on Form S-8
(file no. 333-32548) filed March 15, 2000).
10.17 Employment Agreement between the Company and Joseph
K. Keegan dated December 6, 1999. (Incorporated by
reference to Exhibit 10.17 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
10.18 Employment Agreement between the Company and Richard
H. Wheeler dated December 6, 1999. (Incorporated by
reference to Exhibit 10.18 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
10.19 Employment Agreement between the Company and Warren
H. Potenberg dated December 6, 1999. (Incorporated
by reference to Exhibit 10.19 of the Company's
Annual Report on Form 10-KSB for the year ended
December 31, 1999.)
10.20 Agreement to Serve as a Director between the Company
and Frank Ragano dated September 29, 1999.
(Incorporated by reference to Exhibit 10.20 of the
Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999.)
27 Financial Data Schedule. (Filed herewith.)
(b) Reports on Form 8-K.
On March 16, 2000, the Company filed a current report on Form 8-K to
provide as exhibits 1) a copy of a press release dated February 29, 2000,
announcing a proposed private equity line of credit financing, and 2) a copy of
the notice sent to shareholders in connection with the Special Shareholders'
Meeting held on March 27, 2000.
6
<PAGE> 15
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.
TELESERVICES INTERNET GROUP INC.
Dated: May 19, 2000 /s/ Robert P. Gordon
-----------------------------------
Robert P. Gordon, Chairman and
Interim Chief Financial Officer
7
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.6 Bylaws as restated April 22, 1999. (Incorporated by
reference to Exhibit 3.6 of the Company's
Registration Statement on Form SB-2 (file no.
333-78077) filed on May 7, 1999).
3.8 Articles of Incorporation, as amended on April 3,
2000, and currently in effect. (Incorporated by
reference to Exhibit 3.8 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
4.8 Form of Securities Purchase Agreement for private
placement of Series A Convertible Preferred Stock
which commenced in August 1999. (Incorporated by
reference to Exhibit 4.8 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
4.9 Form of Series A Common Stock Purchase Warrant
issuable conversion of Series A Convertible
Preferred Stock. (Incorporated by reference to
Exhibit 4.9 of the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999.)
10.9 Employment Agreement between the Company and Robert
P. Gordon dated December 4, 1998. (Incorporated by
reference to Exhibit 10.9 of the Company's Form
10-KSB for the fiscal year ended December 31, 1998
and filed on March 31, 1999).
10.12 Consulting Agreement between the Company and Paul W.
Henry dated April 9, 1998. (Incorporated by
reference to Exhibit 10.12 of the Company's
Registration Statement on Form SB-2 (file no.
333-78077) filed on May 7, 1999).
10.16 TSIG.com Incentive Stock Plan dated December 17,
1999. (Incorporated by reference to Exhibit 10.16 of
the Company's Registration Statement on Form S-8
(file no. 333-32548) filed March 15, 2000).
10.17 Employment Agreement between the Company and Joseph
K. Keegan dated December 6, 1999. (Incorporated by
reference to Exhibit 10.17 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
10.18 Employment Agreement between the Company and Richard
H. Wheeler dated December 6, 1999. (Incorporated by
reference to Exhibit 10.18 of the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999.)
10.19 Employment Agreement between the Company and Warren
H. Potenberg dated December 6, 1999. (Incorporated
by reference to Exhibit 10.19 of the Company's
Annual Report on Form 10-KSB for the year ended
December 31, 1999.)
10.20 Agreement to Serve as a Director between the Company
and Frank Ragano dated September 29, 1999.
(Incorporated by reference to Exhibit 10.20 of the
Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999.)
27 Financial Data Schedule. (Filed herewith.)
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