<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 December 31, 1998
-------------------------------------------------
Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission file number 33-1933 3-D
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SMARTSOURCES.COM, INC.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 84-1073083
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2030 Marine Drive, Suite 100 North Vancouver, British Columbia V7P 1V7, CANADA
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(604) 986-0889
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(Issuer's Telephone Number, Including Area Code)
INNOVEST CAPITAL SOURCES CORPORATION, TELCO COMMUNICATIONS, INC. AND CODY
CAPITAL CORPORATION; 4 NORMANDY DRIVE, KENNER, LA 70065
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports to be filed by Section 13
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 X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant 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 X 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: 10,918,305 shares of Common
Stock
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
An index to the financial statements of the Company filed as a part of
this report appears at Page F-1. The financial statements of the Company appear
at Pages F-2 through F-5 of this report.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Reverse Acquisition
On December 11, 1998, all outstanding shares of Nifco Investments Ltd.,
a private British Columbia corporation with three subsidiaries, were acquired by
SmartSources.com, Inc. ("SmartSources" or the "Company"). In conjunction with
the acquisition, Nifco Investments Ltd. stockholders received a controlling
interest in SmartSources. The acquisition is characterized as a reverse merger;
however, because SmartSources had no assets or liabilities at the date of
merger, the transaction was not accounted for as a business combination but as a
recapitalization of Nifco Investments Ltd. No goodwill was recorded in
connection with the acquisition.
The three subsidiaries are as follows:
o Nifco Synergy Ltd., a British Columbia corporation established in
1990. Located in Vancouver, British Columbia, Nifco Synergy Ltd. has been
engaged in the development of trade compliance software and Internet based
knowledge management applications. Over the past five years Nifco Synergy Ltd.
has focused primarily on trade compliance applications designed to streamline
and automate customs qualification process under the North American Free Trade
Agreement ("NAFTA").
o Intelli Trade, Inc., a British Columbia corporation established in
1994. Operations are located in Toronto, Ontario, where it provides
international trade consulting services.
o Origin Software Corporation, a British Columbia corporation
organized in September 1998 to hold rights to certain software products.
Repurchase of Software Rights and Uncertainty
As a means of raising working capital, during fiscal years 1995 and
1996, Nifco Investments Ltd. entered into two software sale agreements with
Columbia Diversified Software Fund Limited Partnership ("Columbia") whereby it
sold the rights to its principal software product, ORIGIN(R). The transactions
were structured to take advantage of certain Canadian tax laws designed to
provide tax incentives to investors in software applications. To facilitate the
transactions, Nifco Investments Ltd. obtained an appraisal of the value of
ORIGIN(R) from an independent third party. The valuation served as a basis for
determining the sale price to Columbia. During fiscal years 1995 and 1996, Nifco
Investments Ltd. received cash payments totaling $2,432,000 and took recourse
notes totaling $7,774,400 for the balance of the sale price. Approximately half
the notes are due from Columbia and half are notes assigned to Nifco Investments
Ltd. that are payable to Columbia from its limited partners. The notes are due
in 2005 and 2009 and bear interest at rates that have varied over time based on
periodic amendments to the original terms of the notes. The current interest
rate is 3%.
Pursuant to the agreements, Nifco Investments Ltd. was appointed
Columbia's agent to maintain, develop and market ORIGIN(R) for a period of not
less than 50 years. Fees for these services were established at an amount equal
to 20% of sales revenue from ORIGIN(R). Once the principal amount of the notes
is paid off, Nifco Investments Ltd. (now operating as SmartSources) will retain
90% of sales revenue.
2
<PAGE> 3
To date, the Company has paid to Columbia an amount equal to the
interest accruing on the notes, plus a negotiated annual fee payable to Columbia
for a portion of its administrative expenses. The Company has retained the
remaining balance of ORIGIN(R) sales revenue and has received payment from
Columbia for the interest accruing on the notes. Neither the Company nor
Columbia has otherwise tracked nor allocated cash flows based on the original
schedule outlined above. During the fiscal years ended September 30, 1998 and
1997, the Company paid administrative fees to Columbia in the amount of $168,900
and $430,700, respectively. At September 30, 1998, a total of $116,500 of fees
was due to Columbia.
Based on the terms of the agreements, together with subsequent
modifications, the Company has concluded that it has a significant continuing
economic interest in ORIGIN(R) and has, in substance, retained the risks and
rewards of ownership. Accordingly, the agreements have been accounted for as a
sale of a tax asset rather than a sale of software rights. However, due to
uncertainties surrounding the ultimate valuation the ORIGIN(R) software, to be
determined by a tax review by Revenue Canada, gain on the sale equal to the
$2,432,000 of cash received has been deferred.
The Company has not recognized the $7,774,400 of notes receivable from
Columbia because of uncertainties surrounding both the amount and timing of
collection. Through September 30, 1998, approximately $128,000 of principal
payments on the notes had been received from Columbia. The Company has retained
the risks and rewards of ownership. Consequently, the $128,000 and additional
interest and principal payments received on the notes in the past three years
resulting from cash generated from the sales of ORIGIN(R) are classified as
revenue in the accompanying statement of operations.
Origin Software Corporation has been negotiating to repurchase the
rights to ORIGIN(R) and obtain release from any contingent liability related to
the original sale.
Liquidity and Capital Resources
The ratio of current assets to current liabilities was .5 at December
31, 1998, as compared to 1.0 at September 30, 1998. The decrease reflects a
decline in accounts receivable and an increase in accounts payable resulting
from the low level of revenues during the quarter with no comparable decline in
operating expenses. Timing of payment of the $154,300 of administrative fees
payable to Columbia is negotiable, and this liability does not pose an immediate
threat to the Company's liquidity. The Company has a $163,800 credit facility
with a Canadian bank to help finance any shortfall in its short-term cash needs.
Results of Operations and Comparative Information
The consolidated revenues from operations were $161,600 for the period
ended December 31, 1998. Comparative revenues for the period ended December 31,
1997 are not available due to the following: (1) prior to the merger with
SmartSources.com, Nifco Investments and its subsidiaries were not required to
report consolidated financial information on a quarterly basis in accordance
with U.S. generally accepted accounting principles; (2) the accounting systems
and records for these companies cannot generate an accurate quarterly cutoff for
the fiscal year 1997; and (3) it is not practicable for the Company to go back
and recreate such financial information.
Revenues for the quarter ended December 31, 1998 are lower than expected
in relation to annual revenues for the fiscal years 1998 and 1997 of $1,571,000
and $1,054,800, respectively. The low level of revenues is due in part to the
Company's efforts being focused on completing the merger discussed above. The
Company is currently shifting its focus from R&D Engineering to sales and
marketing, developing a sales and marketing division and securing distributors
in the U.S., Canada, and Mexico.
3
<PAGE> 4
Operating expenses for the quarter were $213,500, compared to annual
operating expenses for the fiscal years 1998 and 1997 of $995,900 and
$1,020,500, respectively. A total of $48,000 of the $90,000 net loss for the
quarter is attributable to a one-time charge for losses on the disposal of
certain assets.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On October 15, 1998, shareholders of Innovest Capital Sources Corporation met,
voted on and adopted the following five proposals:
Proposal No. 1: Authorize and Approve a Reverse Split of the Common
Stock of the Company, 75 shares to one share; provided that no
shareholder owning 100 shares or less shall be reversed, and no
shareholder owning more than 100 shares shall be reversed below 100
shares.
Proposal No. 2: Authorize and Approve the Issuance of additional shares
of common stock to be placed with investors: at 4,230,000 shares at
$0.01 and 500,000 shares at $1.90, pursuant to Regulation D, Rule 504;
and 600,000 shares at $5.00 pursuant to Rule 505 or 1933 Securities Act
Registration, for a total new capital infusion of $3,992,300.00.
Proposal No. 3: Authorize and Approve the Acquisition by this Company of
all assets, businesses and capital stock of Nifco Synergy, Ltd., in
exchange for six million (6,000,000) new investment shares of the common
stock of Innovest, and Nifco Synergy, Ltd shall become a wholly-owned
subsidiary of this Company, and this Company shall change from the name
of this Company to Nifco Synergy, Ltd., or its substantial equivalent.
Proposal No. 4: Re-Elect Current Directors to serve until the Next
Meeting of Shareholders, or the effectiveness of the Acquisition of
Nifco Synergy, Ltd., whichever is the earliest to occur.
Proposal No. 5: Elect the Slate of Directors nominated by Nifco Synergy,
Ltd. to take office, if and when the acquisition of Nifco Synergy, Ltd.
becomes effective; with authority to appoint additional Directors.
ITEM 5. OTHER INFORMATION.
None.
4
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(b) A Current Report on Form 8-K was filed on December 23, 1998 to report a
change in control of Registrant and the acquisition of assets.
5
<PAGE> 6
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.
SMARTSOURCES.COM, INC.
Date: May 28, 1999 By: /s/ Sokhie Puar
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Vice President, Corporate Development
(Duly Authorized Officer and
Principal Financial and
Accounting Officer)
6
<PAGE> 7
Index to Financial Statements
<TABLE>
<CAPTION>
Description Page(s)
- ----------- -------
<S> <C>
SmartSources.com, Inc. and Subsidiaries Balance Sheet
(Unaudited) for Year Ended December 31, 1998 F-2
SmartSources.com, Inc. and Subsidiaries Statement
of Operations (Unaudited) for Three Months
Ended December 31, 1998 F-3
SmartSources.com, Inc. and Subsidiaries Statement of Cash Flows for
Quarter Ended December 31, 1998 F-4
Notes to Consolidated Financial Statements F-5
</TABLE>
F-1
<PAGE> 8
SMARTSOURCES.COM, INC. AND SUBSIDIARIES
BALANCE SHEET (UNAUDITED)
DECEMBER 31, 1998
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash and cash equivalents .................................. $ 18,900
Investments, available for sale, at fair value ............. 10,800
Trade accounts receivable, net ............................. 141,100
-----------
Total current assets ............................. 170,800
CAPITALIZED SOFTWARE COSTS, net ............................ 90,400
PROPERTY AND EQUIPMENT, net ................................ 663,600
OTHER ASSETS ............................................... 8,400
-----------
TOTAL ASSETS ..................................... $ 933,200
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities ................... $ 110,200
Administrative fees payable ................................ 154,300
Income taxes payable ....................................... 22,700
Current portion of long-term debt .......................... 71,600
-----------
Total current liabilities ........................ 358,800
LONG-TERM LIABILITIES
Long-term debt, net of current portion ..................... 434,000
Due to stockholder ......................................... 69,000
Deferred gain .............................................. 2,414,200
Deferred income taxes ...................................... 105,300
-----------
Total liabilities ................................ 3,381,300
-----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock ............................................... 100
Accumulated other comprehensive income ..................... 177,500
Accumulated deficit ........................................ (2,625,700)
-----------
Total stockholders' deficit ...................... (2,448,100)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ................ $ 933,200
===========
</TABLE>
See accompanying notes to these consolidated financial statements.
F-2
<PAGE> 9
SMARTSOURCE.COM, INC. AND SUBSIDIARIES
STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ended December 31, 1998
<TABLE>
<S> <C>
REVENUES EARNED .................................. $ 161,600
OPERATING EXPENSES ............................... (213,500)
---------
OPERATING LOSS ................................... (51,900)
---------
OTHER INCOME (EXPENSE)
Administrative fees ..................... (38,700)
Loss on disposal of assets .............. (48,400)
Interest expense ........................ (12,400)
Other ................................... 1,500
---------
(98,000)
---------
LOSS BEFORE PROVISION FOR INCOME TAXES ........... (149,900)
PROVISION FOR INCOME TAXES ....................... 59,900
---------
NET LOSS ......................................... $ (90,000)
=========
BASIC EARNINGS (LOSS) PER SHARE................... $ (0.01)
DILUTED EARNINGS (LOSS) PER SHARE................. $ (0.01)
</TABLE>
See accompanying notes to these consolidated financial statements.
F-3
<PAGE> 10
SMARTSOURCES.COM, INC. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS (UNAUDITED)
QUARTER ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
OPERATING US$
<S> <C>
Net income (loss) $ (90,000)
Adjustments
Depreciation & amortization 31,000
Loss on disposal 48,400
Deferred income taxes (72,100)
Realized gains (700)
Changes in assets and liabilities --
Trade accounts receivable 262,600
Other assets (5,100)
Accounts payable and other current liabilities 28,600
Administrative fees payable 38,700
Sale deposit (97,900)
Income taxes payable/refundable 12,200
---------
155,700
---------
FINANCING
Purchase of property & equipment (500)
Proceeds from sale of Familyware 163,200
---------
162,700
---------
INVESTING
Repayment on line of credit (52,900)
Payment of long-term debt (10,600)
Repayment of Stockholder advances (97,300)
Dividends (140,300)
---------
(301,100)
---------
EFFECT OF CHANGES IN EXCHANGE RATES (100)
---------
NET CHANGE 17,200
BEGINNING CASH 1,700
---------
ENDING CASH 18,900
=========
INTEREST PAID $ 12,400
=========
TAXES PAID (REFUNDED) $ (100)
=========
</TABLE>
See accompanying notes to these consolidated financial statements.
F-4
<PAGE> 11
NOTE I -BASIS OF PRESENTATION
The consolidated financial statements and notes thereto at December 31, 1998
and for the three months then ended reflect the reverse merger of
SmartSources.com, Inc. ("SmartSources" or the "Company") with Nifco Investments
Ltd. and Subsidiaries (collectively, "Nifco") on December 11, 1998. The merger
was effected through issuance of 6 million shares of SmartSources' stock for
all outstanding common shares of Nifco Investments Ltd. Because SmartSources
had no assets or liabilities at the date of merger, the transaction was
accounted for as a recapitalization of Nifco Investments Ltd. rather than a
business combination.
Comparative results of operations and cash flows for the three months ended
December 31, 1997 are not available due to the following factors. Prior to the
merger, Nifco had no requirement to report consolidated financial position,
results of operations and cash flows on a quarterly basis in accordance with
U.S. generally accepted accounting principles. The accounting systems and
records of the consolidated group comprising Nifco cannot generate an accurate
quarterly cutoff as of December 31, 1997, and it is not practicable for the
Company to go back and recreate such financial information.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instruction for Form l0-QSB and Section
228.310.3(b) of Regulation S-B. Accordingly, they do not include all of the
information and disclosures normally required by generally accepted accounting
principles for complete financial statements or those reflected in the Company's
Annual Report on Form 10-KSB.
The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results for the interim period. The
results of operations and cash flows for the three months ended December 31,
1998 are not necessarily indicative of the results to be expected for the full
year. These unaudited condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements for the
years ended September 30, 1998 and 1997 and the notes thereto included in the
Company's Proxy Statement filed on Form DEF 14A.
NOTE 2 - COMMON STOCK
The Company has a single class of no par value common stock. Authorized shares
total 50 million. The capital structure presented in the accompanying financial
statements reflects the capital structure of the Company subsequent to a one
for 75 reverse stock split authorized on October 15, 1998 and the issuance of
6 million shares in connection with the merger with Nifco. On October 15, 1998,
stockholders also approved issuance of additional shares of common stock to be
placed with investors in the following amounts pursuant to Regulation D, Rule
504 and 505:
<TABLE>
<S> <C> <C>
4,230,000 shares at $0.01
500,000 shares at 1.90
600,000 shares at 5.00
</TABLE>
NOTE 3 - CONTINGENCY
During the fiscal years 1995 and 1996, Nifco sold the rights to its primary
software product, ORIGIN(R), to Columbia Diversified Software Fund Limited
Partnership ("Columbia"). Under the terms of the sale agreements, together with
subsequent modifications and other verbal agreements, Nifco has continued to
pay administrative fees to Columbia. During the quarter ended December 31,
1998, fees paid totaled $38,700.
The sales to Columbia were structured in a manner to take advantage of certain
Canadian tax laws designed to provide tax incentives to investors in software
applications. Revenue Canada is currently reviewing the valuation of the
software used to determine the sales price to Columbia. In the event a lower
value is placed on the software, the possibility exists that Revenue Canada
may question the amount of tax benefits claimed by Columbia and its investors.
Under the sale agreements, Nifco is not required to indemnify Columbia or its
investors in the event of a denial of the benefits claimed.
F-5
<PAGE> 12
Certain provisions in the sale agreement specify the allocation of cash flows
from sale of ORIGIN(R). By mutual agreement, Nifco and Columbia agreed not to
adhere strictly to these provisions. Subsequent to December 31, 1998, the
Company continues to negotiate to repurchase the rights to the software product
and obtain release from any contingent liabilities related to the original
sale.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF SMARTSOURCES.COM, INC. FOR THE THREE MONTH
PERIOD ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> SEP-30-1999 SEP-30-1998
<PERIOD-START> OCT-01-1998 OCT-01-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 18,900 0<F1>
<SECURITIES> 10,800 0
<RECEIVABLES> 141,100 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 170,800 0
<PP&E> 882,500 0
<DEPRECIATION> 218,900 0
<TOTAL-ASSETS> 933,200 0
<CURRENT-LIABILITIES> 358,800 0
<BONDS> 0 0
0 0
0 0
<COMMON> 100 0
<OTHER-SE> (2,448,100) 0
<TOTAL-LIABILITY-AND-EQUITY> 933,200 0
<SALES> 161,600 0
<TOTAL-REVENUES> 161,600 0
<CGS> 0 0
<TOTAL-COSTS> 213,500 0
<OTHER-EXPENSES> 85,600 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 12,400 0
<INCOME-PRETAX> (149,900) 0
<INCOME-TAX> 59,900 0
<INCOME-CONTINUING> (90,000) 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (90,000) 0
<EPS-BASIC> (0.01) 0
<EPS-DILUTED> (0.01) 0
<FN>
<F1>COMPARATIVE RESULTS OF OPERATIONS AND CASH FLOWS FOR THE THREE MONTHS
ENDED DECEMBER 31, 1997 ARE NOT AVAILABLE DUE TO THE FOLLOWING FACTORS. PRIOR
TO THE MERGER WITH NIFCO INVESTMENTS LTD AND SUBSIDAIRIES (COLLECTIVELY,
NIFCO), NIFCO HAD NO REQUIREMENT TO REPORT CONSOLIDATED FINANCIAL POSITION,
RESULTS OF OPERATIONS AND CASH FLOWS ON A QUARTERLY BASIS IN ACCORDANCE WITH
U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. THE ACCOUNTING SYSTEMS AND
RECORDS OF THE CONSOLIDATED GROUP COMPRISING NIFCO CANNOT GENERATE AN ACCURATE
QUARTERLY CUTOFF AS OF DECEMBER 31, 1997, AND IT IS NOT PRACTICABLE FOR THE
COMPANY TO GO BACK AND RECREATE SUCH FINANCIAL INFORMATION.
</FN>
</TABLE>
