SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB/A
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
----------------- ----------------------
June 30, 2000 33-19196-A
INTERNET VENTURE GROUP, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2919648
------- ----------
(State of incorporation) (I.R.S. Employer
Identification No.)
9307 West Sam Houston Parkway South, Bldg. 100, Houston, Texas 77049
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 596-9308
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
43,941,519 common shares as of December 31, 2000
<PAGE>
<TABLE>
Part I: FINANCIAL INFORMATION
INTERNET VENTURES GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited) (Unaudited)
12/31/1999 6/30/2000
------------------------------------------------------------------------------------------------
<CAPTION>
ASSETS:
<S> <C> <C>
Current Assets
Cash $ 6,006 $ 208,201
Accounts Receivable 14,145 10,934
Inventory 79,588 91,198
------------ ------------
Total Current Assets 99,739 310,333
Fixed Assets 59,546 57,845
Other Assets 289,322 269,427
------------ ------------
Total Assets $ 448,607 $ 637,605
============ ============
LIABILITIES:
Current Liabilities
Accounts Payable $ 206,057 $ 197,538
Accrued Liabilities 35,370 73,277
Notes Payable 329,656 304,496
------------ ------------
Total Current Liabilities 571,083 575,311
Total Liabilities $ 571,083 $ 575,311
SHAREHOLDERS' EQUITY
Common Stock $ 3,054 $ 3,133
-Par Value: $0.0001
-No. of Shares Authorized: 300,000,000
-No. of Shares Outstanding: 30,537,402 and 31,325,852
issued and outstanding as of 12/31/99 and 6/30/00,
respectively
Additional Paid in Capital 1,969,035 2,529,314
Accumulated Deficit (2,094,565) (2,470,153)
------------ ------------
Total Shareholders' Equity ($ 122,476) $ 62,294
TOTAL LIABILITIES PLUS SHAREHOLDERS' EQUITY $ 448,607 $ 637,605
============ ============
</TABLE>
1
<PAGE>
INTERNET VENTURE GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
June 30,
-----------------------------
1999 2000
------------- -------------
Revenues $ 178,575 $ 91,850
------------- -------------
Costs and Expenses:
Cost of Goods Sold $ 119,081 $ 115,474
General and Administrative Expense 111,736 191,482
Other Income / Expense 0 2,984
------------- -------------
Total Costs and Expenses $ 230,817 $ 309,940
------------- -------------
Earnings Before Income Tax ($ 52,242) ($ 218,090)
Income Tax Expense - -
------------- -------------
Net Loss ($ 52,242) ($ 218,090)
============= =============
-Net Loss per Common Share: (0.01) (0.01)
============= =============
-Weighted Average Number of Shares Outstanding: 4,655,828 30,809,152
============= =============
2
<PAGE>
INTERNET VENTURE GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Six Months Ended
June 30,
-----------------------------
1999 2000
------------- -------------
Revenues $ 275,819 $ 175,996
------------- -------------
Costs and Expenses:
Cost of Goods Sold $ 141,378 $ 147,967
General and Administrative Expense 221,671 399,207
Other Income / Expense 0 4,410
------------- -------------
Total Costs and Expenses $ 363,049 $ 551,584
------------- -------------
Earnings Before Income Tax ($ 87,230) ($ 375,588)
Income Tax Expense - -
------------- -------------
Net Loss ($ 87,230) ($ 375,588)
============= =============
-Net Loss per Common Share: (0.02) (0.01)
============= =============
-Weighted Average Number of Shares Outstanding: 4,655,828 30,809,152
============= =============
3
<PAGE>
<TABLE>
INTERNET VENTURES GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the
Period from December 31, 1998 to June 30, 2000
(Unaudited)
<CAPTION>
Accumulated
Common Stock Additional Paid-In
Shares Amount Capital Deficit Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance - December 31, 1998 4,000,000 400 1,712,124 (1,802,734) (90,210)
Acquisition of subsidiary 26,537,402 2,654 256,911 - 259,565
Net Loss for year - - - (291,831) (291,831)
------------ ------------ ------------ ------------ ------------
Balance - December 31, 1999 30,537,402 3,054 1,969,035 (2,094,565) (122,476)
------------ ------------ ------------ ------------ ------------
Shares issued for services 575,000 58 126,200 - 126,258
Shares issued for cash 213,450 21 434,079 - 434,100
Net Loss for six months - - - (375,588) (375,588)
------------ ------------ ------------ ------------ ------------
Balance - June 30, 2000 31,325,852 3,133 2,529,314 (2,470,153) 62,294
============ ============ ============ ============ ============
</TABLE>
4
<PAGE>
INTERNET VENTURE GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended
June 30, June 30,
1999 2000
(UNAUDITED) (UNAUDITED)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($ 87,230) ($375,588)
Adjustments to reconcile net loss to net
cash used in operating activities:
Services exchanged for common stock 126,258
Depreciation 8,000 13,470
Amortization 7,501 18,153
Changes in Assets & Liabilities:
Decrease in Accounts Receivable 40,949 3,211
(Decrease) Increase in Inventory 50,278 (11,610)
Decrease in Accounts Payable (78,747) (8,519)
Increase in Accrued Expenses 3,767 37,907
Decrease in Other Assets 0 1,742
---------- ----------
Net Cash Used in Operating Activities ($ 55,482) ($194,976)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and other assets $ 9,102 ($ 11,769)
---------- ----------
Cash Flows Used in Investing Activities $ 9,102 ($ 11,769)
CASH FLOWS FROM FINANCING ACTIVITIES
Equity and stock issuance adjustments $ 64,918 $ 0
Stock issued for cash 0 434,100
Decrease in notes payable 0 (25,160)
---------- ----------
Cash Flows Provided by Financing Activities $ 64,918 $ 408,940
Net Increase in Cash and Cash Equivalents $ 18,538 $ 202,195
Cash and Cash Equivalents - Beginning of Period ($ 3,670) $ 6,006
---------- ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 14,868 $ 208,201
========== ==========
5
<PAGE>
INTERNET VENTURE GROUP, INC.
Notes to Financial Statements
June 30, 2000
NOTE 1 - ORGANIZATION AND PRESENTATION:
------------------------------
Strategic Ventures, Inc. (the "Company") was incorporated in the state
of Florida on March 19, 1987. The Company, at the shareholders' meeting
on October 18, 1999 completed its name change to Internet Venture
Group, Inc.
Effective December 31, 1999, the Company acquired all issued and
outstanding shares of GeeWhiz.com, Inc. (a Texas Corporation) for
26,537,402 shares of the Company's stock by the purchase method.
Accordingly, the Company's consolidated financial statements as of and
for the period ended June 30, 2000 reflect the consolidation of all its
operations on a consolidated basis. All significant intercompany
transactions for the period have been eliminated to arrive at the
"Consolidated" financial statements. The impact of the acquisition for
accounting purposes with GeeWhiz.com, Inc. as the acquirer and
Strategic Ventures, Inc. as the acquiree based upon GeeWhiz.com current
officers and directors assuming management control of the resulting
entity and the value and ownership interest being received by current
GeeWhiz.com, Inc. stockholders exceeding that received by Strategic
Ventures, Inc.
The Company's primary business operations are the development,
acquisition, marketing and distribution of proprietary products as
specialty products and items for the worldwide gift, and novelty and
souvenir industries.
The Company fiscal year end is December 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
The interim financial statements have been prepared by management and
are not audited.
These financial statements are presented on the accrual method of
accounting in accordance with generally accepted accounting principles.
Significant principles followed by the Company and the methods of
applying those principles, which materially affect the determination of
financial position and cash flows, are summarized below:
REVENUE RECOGNITION:
Product Sales are sales of on-line products and specialty items.
Revenue is recognized at the time of sale. Other revenue and commission
income is recognized when earned.
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid debt instruments, purchased
with an original maturity of three months or less, to be cash
equivalents.
PROPERTY AND EQUIPMENT:
Property and equipment is stated at cost. The cost of ordinary
maintenance and repairs is charged to operations while renewals and
replacements are capitalized. Depreciation is computed on the
straight-line method over the following estimated useful lives:
Manufacturing Equipment 5 years
Furniture and Equipment 5 years
6
<PAGE>
INCOME TAXES:
The Company accounts for income taxes under SFAS No. 109, which
requires the asset and liability approach to accounting for income
taxes. Under this method, deferred tax assets and liabilities are
measured based on differences between financial reporting and tax bases
of assets and liabilities using enacted tax rates and laws that are
expected to be in effect when the differences are expected to reverse.
USE OF ESTIMATES:
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 the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could
differ from these estimates.
INVENTORIES:
Inventories are stated at cost, which is not in excess of market
determined using the first-in, first-out (FIFO) method. Finished
products comprise all of the Company inventories.
PATENTS, TRADEMARKS, AND LICENSES:
The Company capitalizes certain legal costs and acquisition costs
related to patents, trademarks, and licenses. Accumulated costs are
amortized over the lesser of the legal lives or the estimated economic
lives of the proprietary rights, generally seven to ten years, using
the straight-line method and commencing at the time the patents are
issued, trademarks are registered or the license is acquired.
NET EARNING (LOSS) PER SHARE:
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, EARNINGS PER SHARE. Basic net loss per
share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding for the period, less shares
subject to repurchase. Diluted net loss per share reflects the
potential dilution of securities by adding other common stock
equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average
number of common shares outstanding for a period, if dilutive. All
potentially dilutive securities have been excluded from the
computation, as their effect is anti-dilutive.
FAIR VALUE OF FINANCIAL INSTRUMENTS:
The carrying amount of cash, accounts receivable, accounts payable and
accrued expenses are considered to be representative of their
respective fair values because of the short-term nature of these
financial instruments. The carrying amount of the notes payable and
long-term debt are reasonable estimates of fair value as the loans bear
interest based on market rates currently available for debt with
similar terms.
PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
12/31/99 6/30/00
----------- -----------
Manufacturing Equipment $ 105,513 $ 115,189
Furniture and Equipment 29,208 31,301
----------- -----------
Total 134,721 146,490
Less Accumulated Depreciation (75,175) (88,645)
----------- -----------
$ 59,546 $ 57,845
----------- -----------
7
<PAGE>
NOTE 3 - OTHER ASSETS:
-------------
6/30/00: ACCUM. BOOK
COST AMORTIZATION VALUE
----------- ----------- -----------
Deposits - Security $ 15,360 $ $ 15,360
Licensing, Patents, Trademarks 362,754 108,687 254,067
----------- ----------- -----------
$ 378,114 $ 108,687 $ 269,427
----------- ----------- -----------
NOTE 4 - NOTES PAYABLE:
--------------
Following is a summary of notes payable at December 31, 1999 and June 30, 2000:
<TABLE>
<CAPTION>
12/31/99 6/30/00
---------- -----------
<S> <C> <C>
Borrowings against a $30,000 line of credit agreement with a $ 22,985 $ 8,785
financial institution collateralized by a general security agreement
covering substantially all assets of the Company. The note bears
interest at two points above the bank's prime rate (8.25% at December
31, 1999 and 11.5% at June 30, 2000). The note is payable on demand;
however if no demand is made it matures on February 2001.
Note Payable to a financial institution, payable on demand, however, 5,628 -0-
if no demand is made, payable in monthly installments of $425,
including interest at 9.75% through February 2001. Certain equipment
and a personal guaranty by the Company's officers collaterize the
note.
Short term Notes Payable to related parties that are noninterest -0- 69,600
bearing and are payable on demand.
Note payable to an individual shareholder, interest at 7%, payable in 4,000 -0-
full March 2000.
Note payable to an individual shareholder, interest at 8%, payable in 201,043 160,111
full on demand.
Note payable to an individual shareholder, interest at 10.5%, payable 96,000 66,000
on demand. ---------- -----------
$ 329,656 $ 304,496
---------- -----------
</TABLE>
NOTE 5 - INCOME TAXES:
-------------
There has been no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all
periods and for all jurisdictions.
Deferred income taxes reflect the net tax affects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of deferred tax assets are as follows:
8
<PAGE>
12/31/99 6/30/00
------------ ------------
Deferred tax assets
Net operating loss carryforwards $ 2,094,565 $ 2,470,153
Valuation allowance for deferred
tax assets (2,094,565) (2,470,153)
------------ ------------
Net deferred tax assets -0- -0-
============ ============
Realization of deferred tax assets is dependent upon future earnings,
if any, the timing and amount of which are uncertain. Accordingly, the
net deferred tax assets have been fully offset by a valuation
allowance. The Company had net operating loss carryforwards of
approximately $2,094,565 as of December 31,1999 and $2,470,153 as of
June 30, 2000 for federal income tax purposes. These carryforwards, if
not utilized to offset taxable income begin to expire in 2003.
Utilization of the net operating loss may be subject to substantial
annual limitation due to the ownership change limitations provided by
the Internal Revenue Code and similar state provisions. The annual
limitation could result in the expiration of the net operating loss
before utilization.
NOTE 6 - COMMITMENTS AND CONTINGENCIES:
------------------------------
Lease Commitments
In December 1997, the Company entered into a five-year operating lease
commencing December 1997 for office and warehouse space located in
Houston, Texas. Future minimum lease commitments for all building lease
approximate the following for each of the five years ending December
31, 2000 and thereafter: 2000- $75,943; 2001 - $78,386; 2002 - $73,907;
and none thereafter. Rent expense for the year ended December 31, 1999
was $73,296 and was $19,169 for the six month period ending June 30,
2000.
NOTE 7 - STOCK OPTIONS:
--------------
The Company has granted options to purchase share of common stock to
employees, directors, consultants, and investors at prices not less
than 100% of the fair market value, as determined by the Board of
Directors, at date of grant. Options generally become exercisable
ratably over a five-year period, commencing one year from the date of
grant and have a maximum term of five years. A summary of the Company's
stock is presented below:
Weighted-Average
Number of Exercise Price
Shares per share
------ ---------
Balance December 31, 1999 1,164,150 $.62
Granted 8,212,475 $.23
Exercised -0- -0-
Cancelled -0- -0-
--------- -----
Balance June 30, 2000 9,376,625 .28
--------- -----
The fair value of each stock option was estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions: an expected life of four (4) years,
expected volatility of 87%, and a dividend yield of 0%.
9
<PAGE>
NOTE 8 - 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. The Company has
sustained a substantial operation loss this year. As shown in the
financial statements, the Company incurred a net loss of $291,831 for
the twelve months ended December 31, 1999 and $375,588 for the six
months ended June 30, 2000. At December 31, 1999 current liabilities
exceeded current assets by $471,344 and at June 30, 2000 current
liabilities exceeded current assets by $264,978. These factors indicate
there is substantial doubt about the Company's ability to continue as a
going concern. The future success of the Company is likely dependent on
its ability to obtain additional capital to develop its proposed
products and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be
successful in obtaining such financing, or that it will attain positive
cash flow from operations.
Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity
for the Company to continue as a going concern. The Company has been
able to continue based upon the financial support of certain of its
stockholders, and the continued existence of the Company is dependent
upon this support and the Company's ability to acquire assets by the
issuance of stock. Management has recently been able to secure a
$1,000,000 loan from Swan Magnetics, Inc. and has pending the
acquisition of businesses that management believes can provide
additional cash for the Company's operations and be profitable in both
the short and long-term. Management also intends to attempt to raise
additional funds through private sales of the Company's common stock.
Although management believes that these efforts will enable the Company
to continue as a going concern, there can be no assurance that these
efforts will be successful.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Company's financial statements and related notes contained in this Form
10-QSB/A.
PLAN OF OPERATION
-----------------
The Company merged with GeeWhiz.com effective December 31, 1999.
GeeWhiz operates a vertical business portal e-commerce web site designed to
access and service the promotional products, gifts, and souvenir markets,
functioning within the Company as a separate division. To date, GeeWhiz has
principally been engaged in the sale of its proprietary Starglas line of fiber
optic illuminated drinking containers. Although GeeWhiz is currently a division
of the Company, management intends to form a new, wholly-owned subsidiary to
operate the GeeWhiz business sometime in 2001.
The Company's plan of operation for the remainder of the year 2000 will
consist of activities aimed at:
o Investigating and, if appropriate, pursuing definitive
agreements for acquisitions believed by the Board to be
consistent with the Company's plan to become an internet
company through the acquisition, development and operation of
early stage companies engaged in "business-to-business,"
"business-to-consumer" and "click and mortar" business
activities;
o Establishing strategic partnerships and alliances with
e-commerce enabling companies, such as front-end web design
firms, back-end transaction support firms, and enablers for
horizontal electronic business communities;
o Continuing the development of the GeeWhiz web site and forming
a new, wholly-owned subsidiary to operate the GeeWhiz
business;
o Continuing the operations of Swan as a subsidiary of the
Company; and
o Seeking additional equity financing for the Company.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
FINANCIAL CONDITION
At June 30, 2000, the Company had current assets of approximately
$310,333 and total assets of approximately $637,605. Current liabilities at June
30, 2000 were approximately $575,311, and the Company had no long-term
liabilities. The Company's stockholders' equity at June 30, 2000 was $62,294.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended June 30, 2000 to June 30, 1999.
-------------------------------------------------------------------
REVENUES. Revenues decreased approximately $99,823 from $275,819 to $175,996 for
the six month periods ended June 30, 1999 and 2000, respectively. This decrease
was attributable principally to reduced product sales.
COSTS AND EXPENSES. Costs of goods sold during the six months ended June 30,
2000 increased to $147,967 from $141,378 for the same period in 1999. This
increase was primarily the result of increases in the price of materials and
retooling expenses. Other expenses, consisting of selling, general and
administrative expenses, and sales and marketing expenses, increased to $399,207
for the six months ended June 30, 2000 from $221,671 for the six months ended
June 30, 1999. The increase was principally due to increased travel, legal,
accounting and other expenses related to completing the Company's acquisitions
of both GeeWhiz.com and Swan Magnetics, Inc.
NET LOSS. The Company's net loss for the six months ended June 30, 2000 was
approximately $375,588, compared to a net loss of $87,230 during the six months
ended June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities resulted in a loss of approximately
$194,976 for the six months ended June 30, 2000, compared to a loss of $55,482
for the six months ended June 30, 1999. The Company had cash and cash
equivalents in the amount of $208,201 at June 30, 2000.
The Company financed its operations for the six months ended June 30, 1999 and
2000 principally through the issuance of common stock in private transactions,
and borrowings from its management and stockholders.
The Company secured a $1,000,000 loan from Swan Magnetics, Inc. prior to the
Company's September 2000 acquisition of a majority block of the capital stock of
Swan, and the Company has pending the acquisition of businesses that management
believes can provide additional cash for the Company's operations and be
profitable in both the short and long-term. Management also intends to attempt
to raise additional funds through private sales of the Company's common stock.
Although management believes that these efforts will enable the Company to meet
its liquidity needs in the future, there can be no assurance that these efforts
will be successful.
GOING CONCERN CONSIDERATION
The Company has continued losses from operations, negative cash flow and
liquidity problems. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments relating to the recoverability of reported assets or
liabilities should the Company be unable to continue as a going concern.
The Company has been able to continue based upon the financial support of
certain of its stockholders, and the continued existence of the Company is
dependent upon this support and the Company's ability to acquire assets by the
issuance of stock. Management believes that the Company's recent business
acquisitions can provide additional cash for the Company's operations and be
profitable in both the short and long-term. Management also intends to attempt
to raise additional funds through private sales of the Company's common stock.
Although management believes that these efforts will enable the Company to
continue as a going concern, there can be no assurance that these efforts will
be successful.
11
<PAGE>
SUBSEQUENT EVENTS - ACQUISITION OF SUBSIDIARY
SWAN MAGNETICS, INC. On September 28, 2000, the Company acquired ownership of
approximately 93% of Swan Magnetics, Inc. As part of a two step purchase
transaction, the Company exchanged 20,000,000 shares of restricted common stock
for approximately 93% of the outstanding common shares of Swan. The Company then
offered to those stockholders an exchange of restricted common stock for
warrants to purchase common stock at an exercise price equal to the market value
on September 28, 2000. The Company has received verbal commitments from
stockholders to exchange 9,206,333 shares of its restricted common stock for
common stock warrants as of December 31, 2000. The acquisition was accounted for
using the purchase method.
Swan is the developer of a proprietary ultra-high capacity ("UHC"), flexible
disk drive technology, and is based in Santa Clara, California. Swan's President
is Eden Kim, Chairman of the Board and Secretary of the Company. Swan currently
has a small demonstration lab in Santa Clara displaying working UHC drives,
media and pilot production equipment and is under discussion with potential
partners for commercial exploitation of the products.
SUBSEQUENT EVENTS - PENDING ACQUISITIONS
To date, the Company has entered into definitive agreements to acquire 100% of
SES-Corp., Inc ("SES"), certain of the assets of Cheyenne Management Company,
Inc. ("Cheyenne"), and a minority interest in CyberCoupons.com, Inc.
("CyberCoupons"). Each transaction is subject to a number of conditions to
closing, and there can be no assurance as to when or whether any of these
transactions will be completed.
SES-CORP, INC. / CHEYENNE MANAGEMENT COMPANY, INC. On December 29, 2000, the
Company entered into an Asset Purchase Agreement and Agreement and Plan of
Merger by and among SES Acquisition 2001, Inc., Cheyenne Management Company,
Inc., SES-Corp., Inc.("SES"), Dennis Lambka, and Ronald Bray (the "Acquisition
Agreement"). The Acquisition Agreement provides for both the Company's purchase
of certain of the assets of Cheyenne Management Company, Inc. and the merger of
SES Acquisition 2001, Inc., a wholly owned subsidiary of the Company, with and
into SES, with SES to be the surviving corporation.
In consideration of the merger, the former shareholders of SES will receive a
number of restricted shares of the Company's common stock equal to 25% of its
issued and outstanding common stock immediately prior to the merger. An
additional number of restricted shares of the Company's common stock equal to up
to 8% of the Company's issued and outstanding stock prior to the merger may be
issued in 2002 based upon SES's 2001 pre-tax net income. The Company will also
acquire certain of the assets of Cheyenne Management Company, Inc. in exchange
for shares of the Company's common stock determined by dividing the fair market
value of the acquired assets as stated on Cheyenne's audited balance sheet as of
December 31, 2000 by $1.50.
SES is the nation's largest privately held, full-service Professional Employer
Organization and headquarters in Auburn Hills, Michigan. SES currently has 10
offices in 9 states, with operations in 42 states. Founded in 1989, SES provides
its services to over 3,000 client employers and more than 40,000 work site
employees throughout the United States. Cheyenne is a Michigan corporation
currently owned by the shareholders of SES. The assets of Cheyenne that the
Company will be purchasing will be used to support the business and operations
of SES after the consummation of the merger transaction with SES Acquisition
2001, Inc.
CYBERCOUPONS. On January 9, 2001, the Company executed a Reorganization
Agreement and Plan of Exchange pursuant to which the Company will exchange up to
2,372,625 shares of its common stock for approximately 35% of the issued and
outstanding common stock of CyberCoupons.com,Inc., a Houston, Texas-based
company. CyberCoupons was formed to be an Internet source for consumers to
obtain on-line-printable manufacturer coupons for grocery, household and beauty
products. Advertiser expenditures on coupons amounted to over $6.2 billion in
1997. Much of this consisted of the printing, distribution and logistics
associated with coupon-based marketing activities. CyberCoupons believes that
the disintermediation of coupon distribution and redemption can result in a
significant savings to the billions of dollars spent by manufacturers to print,
distribute and redeem paper coupons. CyberCoupons allows shoppers to select
specific grocery coupons from its web site at a steep discount for use at local
grocery outlets. For example, $50 of coupons can be purchased for as little as
$9.95, with the user enjoying the benefit of being able to choose specific
product coupons.
CyberCoupons believes that it is positioned to capitalize on the
disintermediation of coupon distribution and redemption by offering on-line
download of specific coupons and point-of-sale redemption of coupon face value.
CyberCoupons has established a web site for the purchase of specific grocery
coupons (www.grocerycoupons.com) and is currently involved in key test markets
with regional grocery stores for point-of-sale redemption of electronically
downloaded coupons.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 9, 2000 Tommy Tipton filed suit against the Company in the
155th Judicial District Court in Fayette County, Texas. Mr. Tipton is a co-owner
of patents relating to the "Starglas" line of products sold by the Company's
GeeWhiz.com division. Mr. Tipton alleges the Company failed to pay royalties on
sales of the Starglas products under a license agreement between Mr. Tipton and
GeeWhiz.com. As of the date of this report, the parties have reached an
agreement to settle the suit. Under the terms of the settlement, the Company
would pay Mr. Tipton $122,000.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Report on Form 8-K was filed on April 17, 2000.
SIGNATURES
Pursuant to the requirements 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.
Date: January 12, 2001
INTERNET VENTURE GROUP
/s/ Elorian Landers
--------------------------
Elorian Landers, President
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