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, 2000
OR
TRANSITION REPORT 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
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
67 Brompton Road London, SW31DB
(Address of principal executive offices)(Zip Code)
Issuer's Telephone Number: (212) 590-2173
91-1317131
(IRS Employer Identification No.)
Check whether the issuer (1) filed all reports required to be filed by Section
l3 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 29,671,840 shares of the
Registrants Common Stock issued and outstanding as of April 30, 2000.
Index
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements
1. Balance Sheet (unaudited) at June 30, 2000 2
2. Statements of Operations (unaudited) for the Three
months ended June 30, 2000 and 1999 2
3. Statements of Cash Flows (unaudited) for the Six
months ended June 30, 2000 and 1999 3
4. Notes to Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 4
PART II. OTHER INFORMATION 4
PART III. SIGNATURES 5
2
E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30,2000
Assets
Current Assets:
Cash $ 5,792
Trade Accounts Receivable 93,157
Other Receivables 62,022
Total Current Assets 160,971
Fixed Assets (Net of Depreciation of $21,612) 13,504
Other Assets
Investment 641,706
Work in Progress 103,665
Total Other Assets 745,371
Total Assets $919,846
Liabilities and Stockholders' Equity
Current Liabilities
Trade Payables $ 667,767
Accrued Expenses 143,894
Other Payables 10,189
Total Current Liabilities 821,850
Other Liabilities
Deferred Income 158,550
Loans Payable 1,671,425
Total other Liabilities 1,829,975
Stockholders' Equity
Common stock, par value $.001; shares
authorized 50,000,000, issued and outstanding 29,501,840
(net of 4,507 treasury shares) 22,703
Additional paid-in capital 13,762,334
Accumulated deficit (15,664,017)
Net Stockholders' equity (1,731,980)
Total Liabilities and Stockholders' Equity $919,846
See accompanying notes to the financial statements.
E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended June 30,
2000 1999
--------- --------
Revenues
Oil and gas sales $ - $ -
On Line Publishing Sales 162,667 -
------------ ---------
Total Sales 162,667 -
--------- -------
3
Cost and expenses
General and administrative 257,486 190,318
Interest 11,982
Depreciation 1,990 -
--------------------------------- 271,458 190,318
--------- --------
Net Loss $(271,458) $(190,318)
Basic and diluted net loss
per common share $(0.004) $(0.14)
Basic and diluted weighted average number
of common shares outstanding
28,001,840 1,391,661
See accompanying notes to the financial statements.
E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended June 30,
000 1999
--------- ------
Cash flows from operating activities:
--------- --------
Net cash used by operating activities 60,322 (308,521)
--------- --------
Cash flows from financing activities
Proceeds from notes payable - 10,000
Issuance of common stock 10,598
Additional paid in capital 290,700
--------- --------
Net cash provided by financing activities - 311,298
--------- --------
Net increase (decrease) in cash 60,322 2,777
--------- --------
Cash, and cash equivalents, beginning of
Period (54,530) -
-------- --------
Cash, and cash equivalents, end of period $5,792 $ 2,777
Supplemental disclosure of cash
flow activities:
Cash paid for interest $ - $ -
-------- --------
Non-cash investing and financing transactions
Dividends in arrears $ - $ -
-------- --------
See accompanying notes to the financial statements .
4
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 theinstructions 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 Three Months ended March 31, 2000 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, 1999.
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
Corporationunder 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.
As of August 31, 1999, E*twoMedia.com acquired all of the issued and
outstanding shares of common stock of Free Publishing Services Limited in
exchange for an aggregate of 17,000,000 authorized but unissued shares of the
common stock, $.001 par value, of E*twomedia.com. Free Publishing Services
Limited engages in the activity of organizing the production of advertising
brochures for companies in newspapers.
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 then 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
March 31, 2000 the Company has a deferred tax asset of $0. Due to recurring
losses the company has a zero valuation allowance.
ITEM 2 MANAGEMENT'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 a European private
placement to facilitate the acquisition of certain business opportunities and
other strategic holdings. Whenever possible the Company will 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
Total revenues from resulted from on-line publishing in the second quarter of
2000, which amounted to $162,667. In 1999 on-line publishing sales were $0.
Management is in the process of developing other product lines to compliment
its existing guide business and capitalize on our growing experience in the
e-commerce arena. Further acquisitions are planned for later on in the year
2000.
5
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company has no contingent liabilities resulting from litigation and claims
incident to the ordinary course of business.
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
Not applicable
ITEM 7 EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
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 18, 2000 E*twoMedia.com
By: S/Daniel Jefferies
-------------------------------
Daniel Jefferies, President
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 18, 2000 By: S/Daniel Jefferies
-------------------------------
Daniel Jefferies, President
