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 March 31, 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
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(Exact name of registrant as specified in its charter)
Nevada 91-1317131
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
67 Brompton Road
London, SW31DB
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (212) 590-2173
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 29,671,840 shares of the
Registrants Common Stock issued and outstanding as of April 30, 2000.
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Index
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
1. Balance Sheet (unaudited) at March 31, 2000 4
2. Statements of Operations (unaudited) for the Three
months ended March 31, 2000 and 1999 5
3. Statements of Cash Flows (unaudited) for the Three
months ended March 31, 2000 and 1999 6
4. Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION 8
PART III. SIGNATURES 9
2
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Nelson, Mayoka & Company, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
551 5TH Avenue
New York, New York
10176-0001
Tel. (212) 697-7979
Fax (212) 697-8997
DIRECT LINE
ACCOUNTANTS COMPILATION REPORT
To the Board of Directors and Shareholders of
E*twoMedia.com
We have compiled the accompanying balance sheet of E*twoMedia.com as of March
31, 2000, and the related statements of income and changes to stockholders
equity for the three months ended March 31, 2000, in accordance with standards
established by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and accordingly, do not express
an opinion or any other form of assurance on them.
In addition, management has elected to omit substantially all the disclosures
and cash flows required by generally accepted accounting principles. If the
omitted disclosures were included in the financial statements, they might
influence the user's conclusions about the Company's financial position, results
of operations, and cash flows. Accordingly, these financial statements are not
designed for those who are not informed about such matters.
Nelson, Mayoka and Company P.C.
Certified Public Accountants
May 25, 2000
3
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E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 31, 2000
Assets
Current Assets:
Cash $ (47,335)
Trade Accounts Receivable 263,175
Other Receivables 6,265
-----------
Total Current Assets 222,106
-----------
Fixed Assets (Net of Depreciation of $18,581) 16,432
-----------
Other Assets
Investment 1,070,682
Work in Progress 142,979
-----------
Total Other Assets 1,213,661
Total Assets $ 1,452,199
===========
Liabilities and Stockholders' Equity
Current Liabilities
Trade Payables $ 662,726
Accrued Expenses 326,607
Other Payables 52,388
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Total Current Liabilities 1,041,721
-----------
Other Liabilities
Deferred Income 305,280
Loans Payable 1,921,172
-----------
Total Other Liabilities 2,226,452
-----------
Stockholders' Equity
Common stock, par value $.004167; shares
authorized 50,000,000, issued and outstanding 29,501,840
(net of 4,507 treasury shares) 19,703
Additional paid-in capital 13,762,334
Accumulated deficit (15,598,012)
-----------
Net Stockholders' equity (1,815,975)
-----------
Total Liabilities and Stockholders' Equity $1,452,199
===========
See accompanying notes to the financial statements.
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E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended March 31,
-----------------------------------
2000 1999
--------- ---------
Revenues
Oil and gas sales $ - $ -
On Line Publishing Sales 490,307 -
--------- ---------
Total Sales 490,307 -
--------- ---------
Cost and expenses
General and administrative 569,260 68,203
Depreciation 2,213 -
--------- ---------
571,473 68,203
--------- ---------
Net Loss $ (81,166) $ ( 68,203)
========= =========
Basic and diluted net loss
per common share $ (0.003) $ (0.09)
========= =========
Basic and diluted weighted average number
of common shares outstanding
26,502,558 746,682
========== =========
See accompanying notes to the financial statements.
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E*twoMEDIA.com
(Formerly Nerox Holding Corporation)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended March 31,
2000 1999
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Cash flows from operating activities:
Net Loss $ (81,166) $ ( 68,203)
Adjustments to reconcile net loss to
net cash used by operating activities
Depreciaiton 2,213 -
Issuance of common stock - 141,638
Increase (decrease) in liabilities - (80,000)
Increase in Accounts Receivable (117,637) -
Decrease in Other Receivables 150,322 -
Increase in Accounts Payable 187,563 -
Increase in Accrued Expenses (40,497) -
Increase in Work in Progress (80,147) -
Decrease in Other Payables (72,723) -
Decrease in Deferred Income 69,843 -
Decrease in Loans Payable (10,159) -
--------- ---------
Net cash used by operating activities 7,612 (6,565)
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Cash flows from financing activities
Proceeds from notes payable - 10,000
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Net cash provided by financing activities - 10,000
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Net increase (decrease) in cash 7,612 3,435
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Cash, and cash equivalents, beginning of
Period (54,947) -
-------- ---------
Cash, and cash equivalents, end of period $(47,335) $ 3,435
======== =========
Supplemental disclosure of cash
flow activities:
Cash paid for interest $ - $ -
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Non-cash investing and financing transactions
Dividends in arrears $ - $ -
-------- ---------
See accompanying notes to the financial statements.
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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 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
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.
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.
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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 a European private
placement to facilitate the acquisition of Intelligent Card Systems PTS Ltd. 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 first quarter of
2000, which amounted to $490,307. In 1999 on-line publishing sales were
$556,019. 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.
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
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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: May 25, 2000 e*twoMedia.com
By: S/Daniel Jefferies
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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: May 25, 2000 By: S/Daniel Jefferies
--------------------------------
Daniel Jefferies, President
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