UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
FORM 10 QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934.
For the period ended June 30, 1999
OR
[ ] TRANSITION REPROT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from_______to___________
Commission File Number: 0-18049
E*twoMEDIA.com
(Formerly Nerox Energy Corporation)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 91-1317131
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5 East 59th Street
New York, NY 10022
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (212) 943-5200
Check whether the issuer (1) filed all reports required to be filed by Section13
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 [_] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: There were 2,703,276 shares of the
Registrants Common Stock issued and outstanding as of July 31, 1999.
<PAGE>
Index
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet (unaudited) at June 30, 1999 2
Consolidated Statements of Operations (unaudited) for the Six
months ended June 30, 1999 and 1998 3
Consolidated Statements of Operations (unaudited) for the Three
Months ended June 30, 1999 and 1998 4
Consolidated Statements of Cash Flows (unaudited) for the Six
months ended June 30, 1999 and 1998 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II. OTHER INFORMATION 8
PART III. SIGNATURES 9
<PAGE>
E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 1999
Assets
Current Assets:
Cash $ 2,777
--------------
Total Assets $ 2,777
==============
Liabilities and Stockholders' Equity
Current Liabilities
Accrued Expenses $ 55,000
Total Current Liabilities 55,000
--------------
Stockholders' Equity
Common stock, par value $.004167; shares authorized
12,000,000, issued and outstanding 2,703,276
(net of 4,507 treasury shares) 11,265
Additional paid-in capital 13,770,772
Accumulated deficit (13,834,260)
--------------
Net Stockholders' equity (52,223)
--------------
Total Liabilities and Stockholders' Equity $ 2,777
==============
See accompanying notes to the financial statements.
<PAGE>
E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
1999 1998
-------------- --------------
<S> <C> <C>
Revenues
Oil and gas sales $ - $ 37,665
-------------- --------------
Cost and expenses
Oil and gas costs - 12,454
Coal mine costs - 17,039
General and administrative 258,521 520,563
Interest - 21,520
Depletion - 16,236
-------------- --------------
258,521 587,812
-------------- --------------
Net Loss $ (258,521) $ (550,147)
============== ==============
Basic and diluted net loss per common share $ (0.19) $ (0.07)
============== ==============
Basic and diluted weighted average number
of common shares outstanding 1,391,661 7,967,082
============== ==============
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
1999 1998
-------------- --------------
<S> <C> <C>
Revenues
Oil and gas sales $ - $ 41,245
-------------- --------------
Cost and expenses
Oil and gas costs - -
Coal mine costs - -
General and administrative 190,318 40,245
Interest - 11,062
Depletion - 8,118
-------------- --------------
190,318 59,425
-------------- --------------
Net Loss $ (190,318) $ (18,180)
============== ==============
Basic and diluted net loss per common share $ (0.14) $ (0.00)
============== ==============
Basic and diluted weighted average number
of common shares outstanding 1,391,661 7,967,082
============== ==============
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
1999 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net Loss $ (258,521) $ (550,147)
Adjustments to reconcile net loss to net cash
used by operating activities
-
Depletion - 8,118
Disposition of Fixed Assets -
Increase (decrease) in liabilities
Accounts payable - 18,353
Accrued expenses (50,000) 10,458
-------------- --------------
Net cash used by operating activities (308,521) (513,218)
-------------- --------------
Cash flows from financing activities
Proceeds from notes payable 10,000 85,000
Issuance of common stock 10,598 400,000
Additional Paid In Capital 290,700 -
-------------- --------------
Net cash provided by financing activities 311,298 485,000
-------------- --------------
Net increase (decrease) in cash 2,777 (28,218)
-------------- --------------
Cash, and cash equivalents, beginning of period - -
-------------- --------------
Cash, and cash equivalents, end of period $ 2,777 $ (28,218)
============== ==============
Supplemental disclosure of cash flow activities:
Cash paid for interest $ - $ -
============== ==============
Non-cash investing and financing transactions
Dividends in arrears $ - $ 39,650
============== ==============
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
Note A - Basis of presentation
The accompanying unaudited financial statements of E*twoMEDIA.com
(Formerly Nerox Energy Corporation) (the "Company") have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the Six Months
ended June 30, 1999 are not necessarily indicative of the results for
any future period. These statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Form 10-KSB for the year ended December 31, 1998.
Certain prior year amounts have been reclassified to conform to the
current year presentation.
Note B - Organization and Business
E*twoMedia.com was incorporated on September 26, 1985 as Gemini Energy
Corporation under the laws of the State of Nevada. On January 28,1994,
the Company's name was changed to Nerox Energy Corporation. On April
26,1998 the company name was changed to Nerox Holding Corporation. On
December 7, 1998 the company name was changed to E*twoMedia.com.
E*twoMedia.com is constantly seeking business opportunities in the
online publishing industry and other means of financing to enable it to
complete its business plan.
Note C - Income Taxes:
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the recorded
book basis and tax basis of assets and liabilities for financial and
income tax reporting. The deferred tax assets and liabilities represent
the future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities are
recovered or settled. Deferred taxes are also recognized for operating
losses that are available to offset future taxable income and tax
credits that are available to offset federal income taxes.
Due to recurring losses the company currently has no income taxes due.
As of June 30, 1999 the Company has a deferred tax asset of $ 0. Due to
recurring losses the company has a zero valuation allowance.
<PAGE>
ITEM 2 MANAGENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition
Management's plan is to raise additional capital through existing shareholders
and, whenever possible, issue common stock for services. There can be no
assurance that the Company will be successful in its efforts to obtain
additional financing.
Results of Operations
There were no revenues for the second quarter of 1999. This was due to cessation
of the company's prior oil, gas and coal operations.
Oil and gas production costs decreased 100% from $178,601 in 1998 due to the
cessation of oil and gas production. General and administrative expenses
decreased 50% from $520,563 in 1998 to $258,521in 1999 due to lower overhead and
administrative expenses. Depletion decreased from $24,354 in 1998 due to the
cessation of the company's prior oil, gas and coal operations.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company has certain contingent liabilities resulting from litigation and
claims incident to the ordinary course of business. Management believes that the
probable resolution of such contingencies will not materially affect the
financial position or results of operations of the Company.
ITEM 2 CORPORATE NAME CHANGE
On December 14, 1998 the Board of Directors approved the Amendment to Articles
of incorporation to change the name of the Company from Nerox Energy Corporation
to E*twoMEDIA.com.
ITEM 3 CHANGES IN SECURITIES
Not applicable
ITEM 4 DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 5 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 6 OTHER INFORMATION
The Company has entered into negotiations to acquire FPS a United Kingdom based
company.
ITEM 7 EXHIBITS AND REPORTS ON FORM 8-K
On February 9, 1999 E*twoMEDIA filed an 8-K reporting the engagement of Nelson,
Mayoka & Company as its new independent accountant.
On March 30, 1999 E*twoMedia filed an S-8 reporting the issuance of 955,000
shares of Common stock to individuals as compensation for services performed.
<PAGE>
PART III. SIGNATURES
The information set forth herein reflects all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the
interim period.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: August 13, 1999 NEROX ENERGY CORPORATION
By: /s/ Daniel Jefferies
---------------------------------
Daniel Jefferies, Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
Dated: August 13, 1999 By: /s/ Michael Cassin
---------------------------------
Michael Cassin, President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000810270
<NAME> E*twoMEDIA.com
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 2,777
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
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<CURRENT-ASSETS> 2,777
<PP&E> 0
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<TOTAL-ASSETS> 2,777
<CURRENT-LIABILITIES> 55,000
<BONDS> 0
0
0
<COMMON> 11,265
<OTHER-SE> 13,770,772
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 258,521
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (258,521)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (258,521)
<EPS-BASIC> 0.095
<EPS-DILUTED> 0.19
</TABLE>
