As Filed with the Securities and Exchange Commission on March 28, 2000.
Registration No. 333-81565
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
AMENDMENT NO. 2 ON FORM S-1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
eVISION USA.COM, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 5510 45-0411501
- ------------------------------ ---------------- -------------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification
Code Number)
GARY L. COOK
1700 Lincoln Street, 32nd Floor 1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203 Denver, Colorado 80203
(303) 860-1700 (303) 860-1700
----------------------------------------- ----------------------------------
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, of and telephone number, including
registrant's principal executive offices) area code, of agent for service)
With Copies to:
Thomas S. Smith, Esq.
Smith McCullough, P.C.
4643 South Ulster Street, Suite 900
Denver, Colorado 80237
(303) 221-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable following the date on which the Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If his Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be Offering price aggregate registration
Securities to be registered registered(1) per share offering price fee
- --------------------------- ------------ ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock Underlying Warrants .... 6,489,523(2) $ .70 $ 4,542,267 $ 1,272
Common Stock Underlying Convertible
Debentures........................... 15,913,487(3) $ .70 $11,139,440 $ 3,097
Common Stock Underlying Convertible
Series B-1 Preferred Stock .......... 20,000,000(4) $2.047 $40,940,000 $ 10,809(6)
Common Stock......................... 550,000(5) $ .625 $ 343,750 $ 96
Common Stock......................... 65,000(5) $2.047 $ 133,055 $ 36(6)
---------- ------ ---------- -------
Total 43,018,010 Shares XXX $57,098,512 $ 15,310(7)
========================================================================================================================
</TABLE>
(1) In accordance with Rule 416, there are hereby being registered an
indeterminate number of additional shares of common stock which may be
issued as a result of the anti-dilution provisions of the warrants, of the
convertible debentures and of the Convertible Series B-1 Preferred Stock.
(2) Registered for resale upon exercise of outstanding warrants.
(3) Registered for resale upon conversion of outstanding convertible
debentures.
(4) Registered for resale upon conversion of Convertible Series B-1 Preferred
Stock. Includes 3,467,170 shares of common stock that are issuable upon
conversion of Convertible Series B-1 Preferred Stock that has been and
might be issued over an approximate three year period as a dividend on the
1,500,000 shares of Series B-1 Preferred Stock that were originally issued
by the Registrant and on 150,000 shares of Series B-1 Preferred Stock that
may be issued upon the exercise of a warrant.
(5) Registered for resale.
(6) The registration fee that is being paid herewith was calculated in
accordance with Rule 457(c) and is based on the average of the bid and
asked price of the registrants' common stock, as reported on the OTC
Bulletin Board on March 24, 2000.
(7) $4,471 of the registration fee was paid as a part of previous filings of
this Registration Statement.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
eVISION USA.COM, INC.
43,018,010 shares of common stock
This prospectus describes the offer for resale by the selling
securityholders of up to
o 6,489,523 shares of common stock issuable upon the exercise of
outstanding warrants;
o 15,913,487 shares of common stock issuable upon conversion of
outstanding convertible debentures;
o 15,032,830 shares of common stock issuable upon conversion of
outstanding Convertible Series B-1 Preferred Stock;
o 3,467,170 shares of common stock that are issuable upon conversion of
Convertible Series B-1 Stock that may be issued as a dividend on the
Convertible Series B-1 Preferred Stock over an approximate three year
period;
o 1,500,000 shares of common stock that are issuable upon conversion of
Convertible Series B-1 Stock that may be issued upon conversion of an
outstanding warrant; and
o 615,000 shares of common stock that are currently outstanding.
eVision USA.Com, Inc. will be issuing, in private transactions, the shares
of common stock issuable upon exercise of the warrants and conversion of the
convertible debentures and preferred stock.
eVision will not receive any proceeds from the sale of the common stock
issuable upon exercise of outstanding warrants or issuable upon conversion of
outstanding convertible debentures or preferred stock, however:
o If all of the warrants to purchase common stock are exercised, eVision
will receive proceeds of approximately $9,734,285.
o If the warrant to purchase Convertible Series B-1 Preferred Stock is
exercised, eVision will receive proceeds of $1,800,000.
o If all of the debentures are converted, $8,000,000 of debt will be
converted to equity.
o If all of the preferred stock is issued and is converted, a
preferential payment of up to $20,000,000 that would have to be made
to the holders of the preferred stock before the holders of the common
stock would be entitled to any payment on dissolution or liquidation
of eVision would be eliminated.
eVision does not know if any or all of the warrants will be exercised or if
any or all of the debentures or preferred stock will be converted, but the
selling securityholders will have to exercise the warrants or convert the
debentures or preferred stock in order to publicly sell the underlying shares of
common stock that are offered for resale in this prospectus.
The common stock is quoted for trading on the OTC Bulletin Board under the
symbol "EVIS."
Investing in the common stock involves certain risks. See "Risk Factors"
commencing on page 3 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is March __, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
PROSPECTUS SUMMARY ........................................................ 1
RISK FACTORS .............................................................. 3
FORWARD LOOKING STATEMENTS ................................................ 8
USE OF PROCEEDS ........................................................... 8
DIVIDEND POLICY ........................................................... 8
SELECTED CONSOLIDATED FINANCIAL DATA ...................................... 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ...................................... 11
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ................ 19
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE ............................ 22
BUSINESS .................................................................. 22
MANAGEMENT ................................................................ 40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT ..................................................... 53
MARKET FOR eVISION'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS ........................................................ 55
SELLING SECURITYHOLDERS ................................................... 57
PLAN OF DISTRIBUTION ...................................................... 80
DESCRIPTION OF SECURITIES ................................................. 82
SHARES ELIGIBLE FOR FUTURE SALE ........................................... 84
LEGAL MATTERS ............................................................. 84
EXPERTS ................................................................... 84
Index to Financial Statements ............................................. F-1
<PAGE>
PROSPECTUS SUMMARY
This entire summary is qualified by the more detailed information and
financial statements and related notes incorporated by reference into, or
appearing elsewhere in, this prospectus.
eVision USA.Com, Inc., is a holding company that was incorporated under the
laws of the state of Colorado on September 14, 1988. eVision's consolidated
subsidiaries and companies in which eVision has a significant equity investment
include companies that:
o operate as a fully disclosed securities broker/dealer;
o intend to provide transaction processing, networking and Internet
based services;
o provide leveraged financing, including financing over the Internet;
and
o design, develop, install, market and support software systems for the
securities brokerage industry.
The address of the principal executive offices of eVision is 1700 Lincoln
Street, 32nd Floor, Denver, Colorado 80203 and its telephone number is (303)
860-1700.
The Offering
Common stock outstanding before the offering 22,605,041 shares.
Total possible shares of common stock
outstanding after the offering 61,540,881 shares which include
a maximum of 38,935,840 shares
issuable upon the exercise of
various outstanding warrants
and conversion of convertible
debentures and convertible
preferred stock. The 61,540,881
shares do not include any
shares issuable upon the
exercise of outstanding
options.
Securities being offered for resale by selling
securityholders 39,550,840 shares of common
stock issuable upon the
exercise of outstanding
warrants and conversion of
outstanding debentures and
preferred stock and 615,000
shares of common stock that are
currently outstanding.
The securities offered in this prospectus involve a high degree of risk and
you should consider buying them only if you can afford to lose your entire
investment. See "Risk Factors."
1
<PAGE>
RISK FACTORS
An investment in eVision's common stock is speculative and involves a high
degree of risk. You should purchase the common stock only if you are
sophisticated in financial matters and business investments. You should
carefully consider the following factors before purchasing eVision's common
stock.
You will have no control over eVision
Online Credit International Limited, which is a public company traded on
the Hong Kong Stock Exchange, owns approximately 32% of the aggregate
outstanding voting rights in eVision. Online International has the right to
acquire upon conversion of outstanding convertible debentures an additional 41%
of the outstanding voting rights in eVision. Fai H. Chan, the Chairman of the
Board and the President of eVision, owns options to acquire 9,000,000 shares
(options for 8,000,000 shares of which are currently exercisable) of eVision's
common stock which, if exercised, would represent approximately 25% of eVision's
outstanding voting rights. Mr. Chan beneficially owns approximately 76% of the
outstanding voting rights of eVision as the Chairman and Managing Director of
Online International. Accordingly, Online International and Fai H. Chan control
eVision and a purchaser of eVision common stock will have no control over
eVision.
eVision has incurred losses in prior operations and may never operate profitably
As of December 31, 1999, eVision had an accumulated deficit of $18,227,310.
eVision incurred $1,083,059 in net losses applicable to common shareholders for
the three months ended December 31, 1999; $3,237,202 in net losses applicable to
common shareholders for the fiscal year ended September 30, 1999; $6,473,335 in
net losses applicable to common shareholders for the fiscal year ended September
30, 1998; and $3,455,872 in net losses applicable to common shareholders for the
fiscal year ended September 30, 1997. There can be no assurance when or if
eVision will operate profitably.
eVision's financial condition could be adversely impacted if current litigation
results in a material judgment against eVision
eVision recently entered into an agreement settling a lawsuit filed by a former
officer, director and shareholder of a subsidiary of eVision and his affiliate.
On February 29, 2000, the plaintiff sent a letter to eVision alleging that
eVision had breached the settlement agreement and that, as a result of the
breach, the plaintiff suffered damages of approximately $2.8 million. The
management of eVision believes the allegations are without merit. Any judgment
against eVision for damages would reduce eVision's cash liquidity. eVision is
unable to predict the outcome of this dispute.
2
<PAGE>
Lack of trading market may make it difficult to sell eVision's common stock
The only trading in eVision's common stock is conducted on the OTC Bulletin
Board. A holder of the common stock may find it more difficult to dispose of or
to obtain accurate quotations as to the market value of the common stock.
eVision's common stock is defined as a "penny stock" by rules adopted by the
Commission. Brokers and dealers effecting transactions in the common stock must
obtain the written consent of a customer prior to purchasing the common stock,
must obtain information from the customer and must provide disclosures to the
customer. These requirements may have the effect of reducing the level of
trading of the common stock and reduce the liquidity of the common stock.
Volatile nature of American Fronteer Financial Corporation's securities
brokerage business may cause a decrease in eVision's revenue
American Fronteer is a wholly owned subsidiary of eVision. American
Fronteer's securities brokerage revenue may decrease in the event of a decline
in stock market volume, prices or liquidity. The stock market has historically
experienced significant volatility. Declines in the volume of securities
transactions and in market liquidity generally result in lower revenue from
commissions and trading. Lower price levels of securities may also result in a
reduced volume of underwriting and syndicate transactions and could cause a
reduction in American Fronteer's revenue from corporate finance fees and losses
from declines in the market value of securities held in trading. Sudden sharp
declines in market values of securities can result in illiquid markets, the
failure of issuers and counterparties to perform their obligations and increases
in claims and litigation. In these markets, American Fronteer may incur reduced
revenue or losses in its market-making activities. This could cause a decrease
in eVision's revenue.
Competition for retaining and recruiting personnel could make it difficult for
American Fronteer to employ additional persons adversely affecting eVision's
revenue
American Fronteer's business is dependent on the highly skilled, and often
highly specialized, individuals it employs. Retention of research, investment
banking, sales, trading, management and administrative professionals is highly
competitive and particularly important to American Fronteer's business. The loss
of, or inability to hire additional, investment banking, research, sales or
trading professionals, particularly a senior professional, could materially and
adversely affect American Fronteer's revenue. This could cause a decrease in
eVision's revenue.
American Fronteer's underwriting and trading strategies are risky and might
result in higher trading losses
American Fronteer's underwriting, securities trading and market-making
activities are often conducted by American Fronteer as principal and subject
American Fronteer's capital to significant risks, including market, credit,
counterparty and liquidity risks. These activities often involve the purchase,
sale or short sale of securities as principal in markets that may be
characterized by relative illiquidity or that may be particularly susceptible to
3
<PAGE>
rapid fluctuations in liquidity. These activities might result in higher trading
losses than would occur if American Fronteer's positions and activities were
less concentrated.
American Fronteer's securities brokerage business is involved in litigation
which may adversely affect eVision's cash liquidity
Many aspects of American Fronteer's securities brokerage business involve
substantial risks of liability. American Fronteer's securities brokerage
business is currently a defendant or respondent in various lawsuits and
arbitrations. A judgment against American Fronteer could result in a reduction
in American Fronteer's cash liquidity. This would also reduce eVision's cash
liquidity.
American Fronteer's securities brokerage business is subject to extensive
regulation which, if not complied with, could cause American Fronteer to have to
discontinue its business resulting in a loss of most of eVision's revenue
American Fronteer's business is subject to extensive regulation by federal,
state and self-regulatory authorities. The failure by American Fronteer or any
of its employees to comply with such regulations or with any of the laws, rules
or regulations of federal, state or self-regulatory organizations could result
in censure, imposition or fines or other sanctions, including revocation of the
right to do business or suspension or expulsion of American Fronteer from
membership in the National Association of Securities Dealers, Inc. In 1999,
American Fronteer consented to a censure and immaterial fine by the NASD to
settle various claims that American Fronteer had violated various NASD rules,
including the net capital rule. Gary L. Cook, who is one of eVision's and one of
American Fronteer's officers, also consented to an immaterial fine in connection
with the same matters. Any additional censure, fine or other sanction against
American Fronteer could have a material adverse effect upon the revenue of
eVision.
American Fronteer will be forced to suspend its securities brokerage activities
if it is in violation of the net capital rule which would result in reduced
revenue for eVision
American Fronteer's securities brokerage business is subject to the net
capital rule of the Commission. Under this rule, American Fronteer's securities
brokerage business is required to maintain a certain minimum amount of net
capital in order to continue to conduct business as a registered securities
broker dealer. If American Fronteer's securities brokerage business net capital
falls below the minimum net capital required under the rule, it would be forced
to suspend activities until it is again in compliance with the net capital rule.
If American Fronteer's securities brokerage business is forced to suspend
activities, revenue from American Fronteer's securities brokerage business would
be reduced. This would cause a decrease in eVision's revenue.
4
<PAGE>
Revenue derived from American Fronteer's underwriting activities will be reduced
during periods of decreased demand for securities in the new issue market
A portion of American Fronteer's revenue has been derived from
participating in the underwriting of new issues of securities. The new issue
market is characterized by a high degree of instability and volatility and is
directly affected by regional, national and international economic and political
conditions and by broad trends in business and finance. During periods of
decreased demand for securities in the new issue market, the revenue of American
Fronteer will be reduced. This could cause a decrease in eVision's revenue.
eBanker USA.com, Inc., a consolidated subsidiary of eVision, has a limited
history of operations and there are no assurances that it will be able to
operate profitably which could diminish the value of eVision's common stock
eBanker, a consolidated subsidiary of eVision, has commenced operations
within the past two years. eBanker intends to expand its operations into new
areas of financing. It is not possible to predict whether or not the current or
proposed operations of eBanker will be successful and will result in a profit
for eVision. The possibility exists that the operations of eBanker will not
result in a profit. The results of operations of eVision would be negatively
impacted if eBanker is not profitable which could diminish the value of
eVision's common stock.
Q6 Technologies, Inc., in which eVision has a significant equity investment,
plans to acquire and develop internet related technology businesses and there
are no assurances that it will be able to do so and realize a profit
Q6 Technologies, Inc., in which eVision has a significant equity investment,
plans to acquire and develop internet related technology companies. Q6
Technologies has no experience in this area of business. It is not possible to
predict whether or not the proposed operations of Q6 Technologies will be
successful and will result in a profit for eVision. The possibility exists that
the operations of Q6 Technologies will not result in a profit. The results of
operations of eVision would be negatively impacted if Q6 Technologies is not
profitable which could diminish the value of eVision's common stock.
eVision has numerous outstanding options, warrants and convertible debentures
which may adversely affect the price of eVision's common stock
eVision has issued and outstanding options, warrants, convertible
debentures and convertible preferred stock to acquire up to approximately
56,857,014 shares of its common stock at prices and conversion rates ranging
from $.20 to $2.875 per share. For the term of such options, warrants,
debentures and preferred stock, the holders thereof will have an opportunity to
profit from a rise in the market price of eVision's common stock without
assuming the risks of ownership. This may have an adverse effect on the price of
eVision's common stock and on the terms upon which eVision could obtain
additional capital. It should be expected that the holders of such options,
warrants, debentures and shares of preferred stock would exercise or convert
them at a time when eVision would be able to obtain equity capital on terms more
favorable than those provided by the options, warrants, debentures and preferred
stock.
5
<PAGE>
Issuance of additional authorized preferred stock may adversely affect the price
of eVision's common stock
eVision is authorized to issue 25,000,000 shares of preferred stock. 87,500
shares have been designated as Series A Preferred Stock, issued and retired.
3,000,000 shares have been designated as Series B Preferred Stock, of which
25,500 shares were sold and subsequently exchanged for Convertible Series B
Preferred Stock. 2,000,000 shares have been designated as Convertible Series B
Preferred Stock. eVision issued 110,500 shares of Convertible Series B Preferred
Stock. The 110,500 shares of Convertible Series B Preferred Stock included the
25,500 shares of Series B Preferred Stock that were exchanged for Convertible
Series B Preferred Stock. Subsequently, eVision designated 2,000,000 shares of
Convertible Series B-1 Preferred Stock. eVision issued 1,500,000 shares of
Convertible Series B-1 Preferred Stock. The 1,500,000 shares of Convertible
Series B-1 Preferred Stock include 110,500 shares of Convertible Series B-1
Preferred Stock that were issued in exchange for the 110,500 shares of Series B
Convertible Preferred Stock. An additional 3,283 shares of Convertible Series
B-1 Preferred Stock have been issued as dividends on the 1,500,000 shares of
Convertible Series B-1 Preferred Stock. The undesignated preferred stock may be
issued in series from time to time with such designations, rights, preferences
and limitations as the board of directors of eVision may determine by
resolution. The directors of eVision have no current intention to issue any
additional preferred stock except for the payment of dividends on the
Convertible Series B-1 Preferred Stock and except on the exercise of an
outstanding warrant to purchase Convertible Series B-1 Preferred Stock. However,
the potential exists that additional preferred stock might be issued which would
grant dividend and liquidation preferences over the common stock, diminishing
the value of the common stock.
6
<PAGE>
FORWARD LOOKING STATEMENTS
Some of the statements contained in this prospectus under "Prospectus Summary,"
"Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" are forward looking. They include
statements that involve risks and uncertainties that might materially adversely
affect eVision's operating results in the future. Most of these risks are beyond
eVision's control. Actual results may differ materially from those suggested by
the forward looking statements for various reasons, including those discussed
above.
USE OF PROCEEDS
eVision will not receive any proceeds from the sale of the common stock or the
common stock issuable upon exercise of outstanding warrants or issuable upon
conversion of outstanding convertible debentures or convertible preferred stock.
eVision intends to use the net proceeds, if any, from exercise of the warrants
for working capital. It is uncertain when, if ever, eVision will receive
proceeds from exercise of the warrants.
DIVIDEND POLICY
eVision has never declared nor paid any dividends on its common stock. eVision
currently anticipates that any earnings will be retained for use in eVision's
business and that no cash dividends will be paid to stockholders. Any payment of
cash dividends in the future on the common stock will depend on eVision's:
o financial condition;
o results of operations;
o current and anticipated cash requirements;
o plans for expansion;
o existing or future debt obligations and any restrictions
imposed by such obligations; and
o other factors deemed relevant by the board of directors.
eVision is required to pay, out of funds legally available, cumulative dividends
at the rate of 8% per annum in cash and 7% per annum in shares of preferred
stock for all issued shares of Series B-1 Convertible Preferred Stock.
7
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
On February 25, 1997, McLeod USA Publishing Company purchased from eVision
the primary operating assets of a directory business for approximately
$2,800,000 including the application of a $500,000 non-recourse loan from McLeod
in accordance with an option agreement. On the same date, a third party
purchased another directory from eVision for approximately $202,000 in cash. On
September 15, 1997, a third party purchased all of the primary operating assets
of Fronteer Marketing Group, Inc. for approximately $421,000. On March 20, 1998,
eVision sold the remaining net assets which were not previously identified by
eVision as part of discontinued operations for the return of 493,500 shares of
eVision's common stock. As a result of these sales, the directory business and
Fronteer Marketing Group, Inc. have been accounted for as discontinued
operations in the consolidated financial statements.
On July 23, 1996, eVision sold its clearing operation to MultiSource
Services, Inc. for $3,000,000, but included a $1,500,000 contingency in the form
of a forgivable loan payable to MultiSource, plus the net assets of the clearing
operation. The loan was forgiven and recognized as an extraordinary item during
the year ended September 30, 1998.
On April 26, 1995, eVision acquired the assets of RAFCO, Ltd. As a result
of this transaction, the former shareholders of RAFCO, acquired a 55% interest
in eVision. Accordingly, the transaction was accounted for as a "reverse
acquisition" of eVision by RAFCO using the purchase method of accounting.
eVision's assets and liabilities prior to the transaction were adjusted to their
fair market value as of the date of the business combination. eVision's
operations are included in the consolidated financial statements beginning May
1, 1995, the effective date of the business combination. As a result of the
reverse acquisition accounting, historical financial statements presented for
periods prior to the business combination date include the consolidated assets,
liabilities, equity, revenue, and expenses of RAFCO only.
The following is selected consolidated financial data (in thousands, except
per share data) for eVision as of December 31, 1999 (unaudited), for the three
months ended December 31, 1999 and 1998 (unaudited), as of September 30, 1999,
1998, 1997 and 1996 and for the years then ended and as of and for the nine
months ended September 30, 1995. This information should be read in conjunction
with the consolidated financial statements.
<TABLE>
<CAPTION>
Nine months
Three Months ended
Ended December 31, Year ended September 30, September 30,*
----------------- ---------------------------------------- ------------
1999 1998 1999 1998 1997 1996 1995
(In thousands, except per share information)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue .................................. $ 7,049 $ 8,582 $ 34,193 27,387 25,100 21,369 13,153
Loss from continuing
operations ............................... (985) (699) (3,189) (6,979) (1,990) (990) (806)
8
<PAGE>
<CAPTION>
Nine months
Three Months ended
Ended December 31, Year ended September 30, September 30,*
----------------- ---------------------------------------- ------------
1999 1998 1999 1998 1997 1996 1995
(In thousands, except per share information)
<S> <C> <C> <C> <C> <C> <C> <C>
Loss on sale of
discontinued operations,
net of income tax benefit
of $160 and $410 for 1998
and 1997, respectively ................... -- -- -- (250) (667) -- --
Loss from discontinued
operations, net of income
tax benefit of $102 and
$412 for 1998 and 1997,
respectively ............................. -- -- -- (159) (799) (1,369) (1,086)
Extraordinary item, net of
income taxes of $585 ..................... -- -- -- 915 -- -- --
Preferred stock dividend ................. (98) -- (48) -- -- -- --
Net loss applicable to
common shareholders ...................... (1,083) (699) (3,237) (6,473) (3,456) (2,418) (1,925)
Basic earnings (loss) per
common share:
Continuing operations .................. $ (0.05) $ (0.04) $ (0.18) (0.42) (0.12) (0.07) (0.09)
Discontinued operations:
Loss on sale of
discontinued operations ............. -- -- -- (0.02) (0.04) -- --
Loss from discontinued
operations .......................... -- -- -- (0.01) (0.05) (0.10) (0.11)
Extraordinary item ..................... -- -- -- 0.06 -- -- --
-------- -------- -------- ------- ------ ------- -----
Total ............................. $ (0.05) $ (0.04) $ (0.18) (0.39) (0.21) (0.17) (0.20)
======== ======== ======== ======= ====== ======= -----
<CAPTION>
December 31, September 30,
-------------- -----------------------------------
(In thousands)
1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Working capital ................... $19,577 15,427 10,076 3,595 4,991 4,130
Total assets ...................... $27,892 22,740 15,371 11,003 14,524 17,282
Total long term liabilities ....... $15,873 15,877 14,864 2,732 3,492 3,269
Total stockholders' equity
(deficit) ......................... $ 544 (3,930) (3,043) 3,352 6,086 5,442
</TABLE>
* Prior to 1995, eVision's fiscal year end was December 31. Beginning January 1,
1995, eVision changed its fiscal year end to September 30, 1995.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three months ended December 31, 1999 compared to three months ended December 31,
1998
Revenue for the three months ended December 31, 1999 was $7,048,812, a
decrease of $1,532,697 or 18% from the $8,581,509 for the three months ended
December 31, 1998. The decrease is primarily the result of decreased revenue
from hardware and software operations of $1,509,784, or 51%, partially offset by
an increase in brokerage commissions of 7% or $278,978.
Computer hardware and software costs decreased 68%, or $1,854,390, for the
three months ended December 31, 1999. The decrease primarily correlates to the
decrease in sales. Sales decreased in the three months ended December 31, 1999
primarily because one of the Company's subsidiaries, Midrange, had a significant
sale in the three months ended December 31, 1998 that was not repeated nor
replaced in the current period. In addition, MidRange activities were being
curtailed in preparation for the sale of the majority of the assets of MidRange
in December 1999. Gross profit increased from $229,574 for the three months
ended December 31, 1998 to $574,180 for the three months ended December 31, 1999
due to the change in the product mix away from hardware and software sales to
consulting projects which have a higher profit margin.
Interest expense on the convertible debentures issued by eBanker was
$242,907 and $288,925 for the quarters ended December 31, 1999 and 1998,
respectively. The proceeds from the convertible debentures primarily were
invested in debt securities that earned $343,088 and $261,260 in interest income
for the quarters ended December 31, 1999 and 1998, respectively.
General and administrative expenses increased $470,071, or 13%, for the
quarter ended December 31, 1999 from the quarter ended December 31, 1998
primarily due to the formation and initial phases of Q6 Technologies which
occurred during the third and fourth fiscal quarters of the year ended September
30, 1999. Beginning in December 1999, Q6 Technologies will no longer be a
consolidated entity but will be accounted for using the equity method due to a
reduction in eVision's ownership of Q6 Technologies.
During the quarter ended December 31, 1999, eVision issued 1,122,529 shares
of common stock on the exercise of stock options by employees. Cash proceeds for
the exercise were $103,832, and 603,373 shares of common stock were issued in a
cashless exercise of options to purchase 840,000 shares of common stock
resulting in a stock-based compensation expense of $377,108.
As of September 30, 1999, the Employee Stock Ownership Plan of eVision had
a note payable to eVision that was secured by shares of eVision common stock.
During the quarter ended December 31, 1999, the loan amount of $350,000 plus
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accrued interest of $212,007 for the term of the loan, was paid in full. The
total amount of interest had been fully reserved for and, therefore, was
recognized in the three months ended December 31, 1999 as interest income.
Interest expense of $212,111 and $198,112 was incurred on the convertible
debentures to Online Credit for the quarters ended December 31, 1999 and 1998,
respectively.
Year ended September 30, 1999 compared to year ended September 30, 1998
Revenue for the year ended September 30, 1999 was $34,193,262, an increase
of $6,805,958 or 24.9% over revenue of $27,387,304 for the year ended September
30, 1998. The increase primarily relates to increased brokerage commissions of
$2,430,194; an increase in trading profits of $679,227; increased computer
hardware and software operations revenue of $1,250,948; increased interest
income on investments of $1,411,992 and a gain on the sale of assets of
$2,129,864, offset by a decrease in investment banking activity of $928,080.
The increase in brokerage commissions of $2,430,194 is due primarily to an
increase in commission activity. Ticket transactions increased approximately 49%
for the year ended September 30, 1999 compared to the year ended September 30,
1998. This was partially offset by a decrease in the average commission per
transaction ticket of 17%. The primary reasons for the increased activity were
general market conditions and positive results from American Fronteer's research
recommendations that were acted upon by customers. In addition, branch offices
opened during the year ended September 30, 1998 were open for the entire current
year.
Trading profits increased $679,227 due primarily to general market
conditions, as well as increases in positions in securities in which American
Fronteer, eVision's securities broker/dealer, makes a market.
Computer hardware and software revenue for the year ended September 30,
1999 increased primarily due to a hardware system upgrade by a customer and
software enhancements to proprietary software products for customers.
During the year ended September 30, 1999, eBanker invested in debt
securities of various corporations that are traded on foreign stock exchanges.
The debt securities carry a premium redemption value over the face amount of
each security. If the security were held until maturity, eBanker would receive a
guaranteed premium above the face value. The purchase discount and the premium
for holding each security to maturity were being accreted to interest income
over the remaining life of the security. Interest income on the investments in
debt securities for the year ended September 30, 1999, was $1,411,992. During
the year ended September 30, 1999, eBanker decided to change its investment
strategy with respect to the bond investments to systematically sell these
securities. Therefore, they have been classified as available-for-sale and
unrealized gains have been recognized as other comprehensive income. Realized
gains of $447,864 are included in gain on sale of assets.
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The net loss for the year ended September 30, 1999 includes an unrealized
loss of $65,315 on certain foreign held investments for the year ended September
30, 1999, compared to an unrealized loss of $1,751,792 on certain foreign held
investments for the year ended September 30, 1998. A majority of this activity
in 1998 related to eVision's investment in approximately 122,084,000 common
shares of Online International that were purchased in the open market by LIL
Capital, Inc. LIL Capital, Inc. was formerly named Fronteer Capital, Inc. During
the year ended September 30, 1999, eVision sold LIL Capital and the unrealized
gain of $1,682,000 on these trading securities was reclassified to gain on sale
of assets.
Investment banking revenue of $1,299,209 for the year ended September 30,
1999 decreased $928,080 from the year ended September 30, 1998 due primarily to
the decreased participation in corporate finance underwritings.
The increase in broker/dealer commissions expense was $90,992 or 0.9% for
the year ended September 30, 1999 compared to the increase in brokerage
commission and investment banking revenue combined of $1,502,114 or 8.8% for the
year ended September 30, 1999 over the year ended September 30, 1998. The lower
expense percentage increase reflects adjustments to branch manager overrides and
other payouts to correlate closer to actual production results and the market.
Interest expense on the convertible debentures of eBanker for the year
ended September 30, 1999 was $1,012,956 compared to $84,031 for the year ended
September 30, 1998. Most convertible debentures were outstanding for a shorter
period of time in 1998 than in 1999 which accounts for the increased 1999
interest expense.
The increase in general and administrative expenses for the year ended
September 30, 1999 of $2,076,219 or 15.5% over the year ended September 30, 1998
reflects increased expenses associated with new branch openings in San Francisco
and New York City. Although the new offices were opened during 1998, they were
not open for the entire year as they were in 1999.
Interest expense to related party of $827,527 increased for the year ended
September 30, 1999 from the amount of $388,129 for the year ended September 30,
1998 as a result of the convertible debentures issued to Online Credit during
1998. These convertible debentures were outstanding for the full 1999 period.
The minority interest in (earnings) loss represents the minority interest
investments in Q6 Technologies and eBanker.
The loss from discontinued operations for the year ended September 30,
1998, represents the loss on sale and net loss from operating activity of
eVision's directory and telemarketing businesses of which all of the primary
operating assets were sold during 1998.
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The extraordinary item for the year ended September 30, 1998 represents the
recognition of the forgivable loan to MultiSource of $1,500,000 net of income
taxes of $585,000.
Year ended September 30, 1998 compared to year ended September 30, 1997
Revenue for the year ended September 30, 1998 was $27,387,304 compared to
revenue for the year ended September 30, 1997 of $25,100,414. This represents an
increase of $2,286,890 or 9%.
The increase is primarily due to the increase in brokerage commissions of
$983,810 or 7%, an increase of $1,472,136 or 21% in computer hardware and
software sales offset by a decrease in investment banking activity of $776,505.
The increase in brokerage commissions is primarily the result of the
additional offices opened during the previous fiscal year being open for the
entire year ended September 30, 1998. The increase in computer hardware and
software revenue is primarily due to additional contracts for software
development and increased hardware sales. Certain of the software development
contracts were for the purposes of ensuring customers are Year 2000 compliant.
Broker/dealer commissions expense for the year ended September 30, 1998
were $10,521,902, an increase of $253,138 or 2% over expenses of $10,268,764 for
the year ended September 30, 1997. This increase correlates to the increase in
broker commissions. The 2% increase in commission expense versus the 7% increase
in commission revenue partly reflects adjustments made to branch manager
overrides and broker payouts.
Computer cost of sales for the year ended September 30, 1998 were
$7,979,162 compared to $5,767,136 for the prior year. This increase of
$2,212,026 or 38% relates to increased sales and costs associated with assuring
that proprietary software is Year 2000 compliant.
General and administrative expenses were $13,359,245 for the year ended
September 30, 1998 or $2,106,498 greater than general and administrative
expenses of $11,252,747 for the year ended September 30, 1997. This increase of
19% is primarily attributable to the prior year branch openings being in
operation for the entire year ended September 30, 1998, and the new branches
opened during the year ended September 30, 1998. During the year ended September
30, 1998, the Kansas City, San Francisco and New York City branches were opened.
The increase in general and administrative expenses is partially offset by a
decrease in legal fee expense and arbitration settlements of $974,872 in the
year ended September 30, 1998.
A portion of the proceeds of the $4,000,000 convertible debenture purchased
by Online Credit in December 1997 was used to purchase approximately 122,084,000
shares of the common stock of Online International in open market transactions
on the Hong Kong Stock Exchange. For the year ended September 30, 1998, eVision
had recognized an unrealized loss of $1,573,793 on the investment in Online
International.
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Depreciation and amortization expense for the year ended September 30, 1998
of $389,234 represents an increase of $50,289 or 15% over the amount of $338,945
for the year ended September 30, 1997. The increase is primarily due to the
addition of the new branch offices.
Interest income increased $150,502 or 100% from $150,203 for the year ended
September 30, 1997 to $300,705 for the year ended September 30, 1998. This is
due to increased cash balances resulting from the convertible debenture issues
during the year ended September 30, 1998. Interest expense to a related party
relates to the convertible debentures payable to the Online International
related entities.
The loss from discontinued operations and loss on sale of discontinued
operations represents activity for the remaining assets of the directory and
telemarketing business and the final sale of the assets of these businesses,
which were not previously identified by eVision as part of discontinued
operations.
The minority interest in (earnings) loss of $129,363 for the year ended
September 30, 1998 represents the minority shareholders' interest in Secutron's
loss for the year.
Inflation
The effect of inflation on eVision's operations is not material and is not
anticipated to have any material effect in the future.
Liquidity and Capital Resources
eVision, as of December 31, 1999, had $10,071,981 in cash and cash
equivalents and $19,577,230 in working capital. Cash used in investing
activities of $1,466,112 consisted primarily of $1,425,000 in loan advances on
short-term notes made by eBanker. Proceeds from issuance of Convertible Series
B-1 Preferred Stock of $3,453,365 during the three months ended December 31,
1999, primarily provided cash to fund other operating and investing activities.
eVision previously sold Online Credit a ten year $4,000,000 10% Convertible
Debenture that is convertible into shares of common stock of eVision and an
option to purchase an $11,000,000 12% Convertible Debenture that is convertible
into shares of common stock of eVision. As of December 31, 1998, Online Credit
had purchased a total of $8,000,000 of convertible debentures, of which
$1,000,000 had been purchased during the quarter ended December 31, 1998. The
option to purchase the $11,000,000 12% Convertible Debenture has $7,000,000
available remaining under option. The principal is due in ten years except for
one installment of $500,000 due in March 2001.
On September 27, 1999, eVision commenced a private offering of 1,500,000
shares of its Convertible Series B-1 Preferred Stock at a price of $10.00 per
share and 110,500 shares were being offered in exchange for the Convertible
Series B Preferred Stock outstanding on a one-for-one basis. From the
commencement of the offering through December 31, 1999, approximately 508,000
shares of Convertible Series B-1 Preferred Stock were sold for proceeds of
$4,313,512, net of offering costs of $766,488. At December 31, 1999, eVision had
received subscriptions to shares of Convertible Series B Preferred stock in the
amount of $951,428 for which approvals of the investors had not yet been
obtained. All of these investors were approved in January 2000 and the shares of
Convertible Series B-1 Preferred Stock were then issued. The Convertible Series
B-1 Preferred Stock was offered by American Fronteer, which was issued 150,000
warrants that allow the holder to purchase shares of eVision's Convertible
Series B-1 Preferred Stock at a purchase price of $12.00 per share for five
years. American Fronteer also received a commission of 10% and a nonaccountable
expense allowance of 3% of the total amount sold in the offering. The total
offering was sold and the offering closed on January 15, 2000. After the payment
of all offering costs, eVision received approximately $12,975,000 net of
offering costs of $2,025,000.
In May 1999, eBanker extended Global Med a $750,000 bridge loan commitment
of which $750,000 was drawn as of September 30, 1999. Outstanding principal
amounts under the loan were due December 31, 1999 and accrue interest at an
interest rate of 12% per annum. The due date of the bridge loan was extended
until September 30, 2000 for a fee of 2% that was paid in 13,275 shares of
common stock of Global Med. In addition, the loan can be converted into shares
of common stock of Global Med at any time prior to the due date at $0.50 per
share.
On October 4, 1999, eBanker extended to Global Med a $2,000,000 bridge loan
commitment, of which a total of $1,000,000 has been drawn. Outstanding principal
amounts under the loan are due April 12, 2000 and accrue interest at an interest
rate of 12% per annum.
A good portion of eVision's assets are highly liquid, consisting mainly of
assets that are readily convertible into cash. These assets are financed by
eVision's equity capital, convertible debentures and accounts payable. Changes
in the amount of securities owned by eVision and receivables from brokers or
dealers and clearing organizations directly affect the amount of eVision's
financing requirements.
Management believes that eVision's cash flows from operations, proceeds
received from the Convertible Series B-1 Preferred Stock private offering and
cash on hand will be sufficient to fund its debt service, expected capital costs
and other liquidity requirements for the foreseeable future.
Recently Issued Financial Accounting Standards
In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement was effective for all fiscal
quarters beginning after June 15, 1999. In July 1999, the FASB issued Statement
No. 137, Accounting for Derivative Instruments and Hedging Activities -Deferral
of the Effective Date of FASB Statement No. 133. This Statement defers the
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effective date of Statement No. 133 to all fiscal quarters of all fiscal years
beginning after June 15, 2000. eVision has not completed its evaluation of the
impact of this Statement.
Year 2000
The Year 2000 issue refers to the fact that many computer systems were
originally programmed using two digits rather than four digits to identify the
applicable year. When the year 2000 occurs, these systems could interpret the
year as 1900 rather than 2000. Unless hardware, system software and applications
are corrected to be Year 2000 compliant, computers and the devices they control
could generate miscalculations and create operational problems. Various systems
could be affected ranging from complex information technology (IT) computer
systems to non-IT devices such as an individual machine's programmable logic
controller.
To address this issue, eVision developed a corporate plan including the
formation of a team consisting of internal resources and, as deemed necessary,
third party experts. The phases of the plan included: conducting inventory of
the affected technology and assessing the impact of the Year 2000 issue;
developing solution plans; modification or replacement; testing and
certification; and developing contingency plans. All significant components of
software and hardware of eVision have been tested. eVision expects to be Year
2000 compliant.
eVision relies on third-party suppliers for many services and eVision may
be adversely impacted if these suppliers have not made the necessary changes to
their own systems and products successfully and in a timely manner. eVision
worked with the Securities Industry Association to ascertain the state of Year
2000 readiness and/or compliance of eVision's suppliers. eVision implemented a
plan to communicate with its customers and suppliers on this issue in an effort
to minimize any potential Year 2000 compliance impact; however, it is not
possible to guarantee their compliance.
The total cost of the program was estimated to be less than $50,000, of
which most had been spent through September 30, 1999.
Management of eVision believes it had an effective program in place to
resolve the Year 2000 issues. Nevertheless, since it is not possible to
anticipate all possible future outcomes, especially when third parties are
involved, there could be circumstances in which eVision would be unable to take
customer orders, or collect payments. In addition, disruptions in the economy
generally resulting from Year 2000 issues could materially adversely affect
eVision. eVision could be subject to litigation for computer systems product
failure, for example, equipment shutdown or failure to properly date transaction
records. The amount of potential liability and lost revenue cannot be reasonably
estimated at this time.
eVision completed its contingency plan. eVision's contingency plan includes
the use of cellular phones in the event of local telephone system line failures,
manual tracking of trading and inventory positions, direct calls to the clearing
organizations in the event of online system failures and use of the Internet for
delayed quotations in the event of real-time quotations system failures.
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eVision's payroll and accounting software have been obtained from national
vendors who have certified their products as Year 2000 compliant. eVision has
not experienced any Year 2000 issues to date.
General
The foregoing discussion contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created thereby. These
statements include the plans and objectives of management for future operations,
including plans and objectives relating to expansion and the general development
of the business of eVision. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of eVision. Although eVision
believes that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could be inaccurate and, therefore, there can
be no assurance that the forward-looking statements included in this prospectus
will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by eVision or any other
person that the objectives and plans of eVision will be achieved.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk generally represents the risk of loss that may result from the
potential change in the value of a financial instrument as a result of
fluctuations in interest and currency exchange rates, equity and commodity
prices, changes in the implied volatility of interest rates, foreign exchange
rates, equity and commodity prices and also changes in the credit ratings of
either the issuer of the financial instrument or its related country of origin.
Market risk is inherent to many non-derivative financial instruments, and
accordingly, the scope of eVision's market risk management procedures includes
all market risk sensitive financial instruments. eVision's exposure to market
risk is directly related to its role as a financial intermediary in
customer-related transactions and to its proprietary trading activities.
eVision, through American Fronteer, is an active market maker and conducts
block-trading activities in the listed and over-the-counter equity markets. In
connection with these activities, eVision may be required to maintain
significant inventories in order to ensure availability and to facilitate
customer order flow.
eVision faces three types of market risk: foreign exchange rate risk,
equity price risk and interest rate risk.
Foreign Exchange Rate Risk. Foreign exchange rate risk arises from the
possibility that changes in foreign exchange rates will impact the value of
financial instruments. When eVision buys or sells a financial instrument
denominated in a currency other than US dollars, exposure exists from a net open
currency position. eVision is then exposed to a risk that the exchange rate may
move against it. As of December 31, 1999 and September 30, 1999, the currency
creating foreign currency risk for eVision was the Hong Kong dollar.
Equity Price Risk. eVision is exposed to equity price risk as a consequence
of making markets in equity securities. Equity price risk results from changes
in the level or volatility of equity prices, which affect the value of equity
securities or instruments that derive their value from a particular stock, a
basket of stocks or a stock index. eVision attempts to reduce the risk of loss
inherent in its inventory of equity securities by entering into transactions
designed to mitigate eVision's market risk profile.
Interest Rate Risk. eVision is exposed to interest rate risk in both notes
receivable and convertible debentures, as well as in notes payable, as a result
of lending and borrowing funds. Interest rate risk results when the market rate
of the debt instruments increases for notes receivable or decreases for
convertible debentures and notes payable. eVision attempts to reduce the risk
which exists in its borrowing and lending portfolio by analyzing changes in the
market conditions for similar debt instruments for entities with similar
financial attributes. The interest rate risk associated with notes receivable is
also mitigated by the short term of the notes.
eVision utilizes a wide variety of market risk management methods,
including: limits for each trading activity; marking all positions to market on
a daily basis; daily profit and loss statements; position reports; aged
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inventory position reports; and independent verification of inventory pricing.
Additionally, management of each trading department reports positions, profits
and losses, and trading strategies to management on a daily basis. eVision
believes that these procedures, which stress timely communication between
trading department management and senior management, are the most important
elements of the risk management process.
Efforts to further strengthen eVision's management of market risk are
continuous, and the enhancement of risk management systems is a priority of
eVision. This includes the development of quantitative methods, profit and loss
and variance reports, and the review and approval of pricing models.
The table below provides a comparison of the carrying amount to the fair
value of the securities owned by eVision that are classified as trading and
available for sale securities and the instruments which have associated interest
rate risk.
<TABLE>
<CAPTION>
December 31, 1999 September 30, 1999
-------------------------- --------------------------
Fair Value Carrying Value Fair Value Carrying Value
---------- -------------- ---------- --------------
<S> <C> <C> <C> <C>
Foreign Exchange Rate Risk:
Equity securities .......... $ 737,899 737,899 621,171 621,171
Debt securities ............ 2,171,571 2,171,571 1,991,258 1,991,258
Equity Price Risk:
Equity securities* ......... 1,164,669 1,164,669 1,495,701 1,495,701
Credit Risk:
Debt securities ............ 2,171,571 2,171,571 1,991,258 1,991,258
Interest Rate Risk:
Convertible debentures ..... 6,767,546 6,767,546 6,747,383 6,747,383
Convertible debentures,
related party ......... 8,000,000 8,000,000 8,000,000 8,000,000
Notes receivable ........... 3,575,000 3,575,000 3,150,000 3,150,000
Notes receivable,
related party ......... 4,400,000 4,400,000 3,400,000 3,400,000
</TABLE>
*Includes the equity securities of the Asian corporations.
At December 31, 1999, eVision had a book value of investments in equity
securities of foreign corporations of $737,899. Subsequent to December 31, 1999,
these investments were sold for proceeds of approximately $1,942,567, net of
applicable fees, and eVision recognized a gain of approximately $1,179,743.
The investments in debt securities were sold subsequent to December 31,
1999 for proceeds of $2,267,640, including interest of $67,396 net of applicable
fees, with recognized gains on the sales of $616,895.
In accordance with generally accepted accounting principles, securities
classified as trading securities are marked-to-market and the resulting
unrealized gain or loss is reflected in the statement of operations. For the
year ended September 30, 1998, eVision recognized unrealized losses of
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$1,730,917 on the equity securities denominated in Hong Kong dollars. During the
year ended September 30, 1999, eVision realized a gain of approximately
$1,682,000 on the equity securities denominated in Hong Kong dollars.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On September 3, 1999, KPMG LLP was dismissed as the independent accountants
of eVision. KPMG LLP acted as the independent accountants for eVision for the
years ended September 30, 1998 and 1997. KPMG LLP's reports on eVision's
financial statements for the two years ended September 30, 1998 and 1997 did not
contain an adverse opinion or disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principles.
The decision to change accountants was approved by the Company's board of
directors.
During the Company's two most recent fiscal years and subsequent interim
period up to the date of the change in independent accountants, there were no
disagreements with KPMG LLP on any matter of accounting principle or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if any, whether or not resolved to the satisfaction of KPMG
LLP, would have caused KPMG LLP to make a reference to the subject matter of the
disagreement(s) in connection with its reports.
On September 13, 1999, eVision engaged the accounting firm of Deloitte &
Touche LLP as eVision's independent accountants for the year ended September 30,
1999. Deloitte & Touche LLP also are certifying accountants for Online
International. During eVision's two most recent fiscal years and subsequent
fiscal interim period up to the date of the engagement of Deloitte & Touche LLP,
eVision did not consult with Deloitte & Touche LLP with regard to any matter
concerning the application of accounting principles to any specific
transactions, either pleaded or proposed, or the type of audit opinion that
might be rendered with respect to eVision's financial statements.
BUSINESS
eVision USA.Com, Inc., is a holding company that was incorporated under
the laws of the state of Colorado on September 14, 1988. eVision's consolidated
subsidiaries and companies in which eVision has a significant equity investment
include companies that:
o operate as a fully disclosed securities broker/dealer;
o intend to provide transaction processing, networking and Internet
based services.
o provide leveraged financing, including financing over the internet;
and
o design, develop, install, market and support software systems for the
securities brokerage industry.
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American Fronteer Financial Corporation
General
American Fronteer Financial Corporation was incorporated in 1974 to engage
in the retail stock brokerage business in the Rocky Mountain Region of the
United States. American Fronteer is registered as a broker/dealer with the
Commission, is a member of the National Association of Securities Dealers, Inc.
and the Boston Stock Exchange, is an associate member of the American Stock
Exchange, and is registered as a securities broker/dealer in all 50 states.
American Fronteer is a member of the Securities Investor Protection Corporation
and other regulatory and trade organizations. American Fronteer is also licensed
to sell insurance products in certain states. American Fronteer's business
consists of providing retail securities brokerage and investment services,
trading fixed income and equity securities, providing investment banking
services to corporate and municipal clients, managing and participating in
underwriting corporate and municipal securities, and selling a range of
professionally managed mutual funds and insurance products.
American Fronteer conducts its business in four operating divisions.
American Fronteer's principal executive office and Denver, Colorado branch are
located at One Norwest Center, 1700 Lincoln Street, 32nd Floor, Denver, Colorado
80203. American Fronteer has branch offices located in San Francisco,
California; Colorado Springs, Colorado; West Palm Beach, Florida; Atlanta,
Georgia; Chicago, Illinois; Metairie, Louisiana; Las Vegas, Nevada; Albany, New
York; New York, New York; Dallas, Texas and Reston, Virginia.
Retail Securities Brokerage Division
American Fronteer conducts its retail securities brokerage business through
its retail securities brokerage division. As of December 31, 1999, American
Fronteer had approximately 95 account executives and approximately 27,000
customer accounts. American Fronteer generates commission revenue when it acts
as a broker on an agency basis, or as a dealer on a principal basis, to effect
securities transactions for individual and institutional investors. Brokerage
commissions were $4,254,345 and $17,193,481 for the three months ended December
31, 1999 and for the year ended September 30, 1999, respectively. American
Fronteer executes both listed and over the counter agency transactions for
customers, executes transactions and puts and calls on options exchanges as
agent for its customers, and sells a number of professionally managed mutual
funds and insurance products, primarily variable annuities. American Fronteer's
revenue from its sales of insurance products was approximately $7,698 and
$70,340 for the three months ended December 31, 1999 and for the year ended
September 30, 1999, respectively.
Corporate Finance Division
The corporate finance division provides financial advisory and capital
raising services to corporate clients. Financial advisory services involve
advising clients in mergers and acquisitions and in various types of corporate
valuations. American Fronteer acts as a dealer, underwriter and selling group
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member in public and private offerings of equity securities. During the three
months ended December 31, 1999 and during the year ended September 30, 1999,
American Fronteer earned revenue of approximately $72,037 and $678,721,
respectively, from its investment banking activities.
Trading Division
Trading securities involves the purchase and sale of securities by American
Fronteer for its own account. Profits and losses are derived from the spread
between bid and ask prices and market increases or decreases for the individual
security during the holding period. American Fronteer makes markets in corporate
equities and trades in municipal and corporate bonds and government securities.
As of December 31, 1999, American Fronteer made markets in 28 stocks.
Public Finance Division
The public finance division of American Fronteer provides professional
financial advisory services to public entities, participates in underwriting and
selling both negotiated and competitive bid municipal bond offerings, and
structures and participates in municipal bond refinancings. During the three
months ended December 31, 1999 and during the year ended September 30, 1999,
American Fronteer's participation as manager of underwritings and private
placements in offerings of municipal securities yielded revenue of approximately
$33,618 and $620,488, respectively.
Financial Information
For the three months ended December 31, 1999 and for the year ended
September 30, 1999, American Fronteer's revenue of $5,253,678 and $20,901,459
accounted for 75% and 61%, respectively, of eVision's total revenue of
$7,048,812 and $34,193,262, respectively. American Fronteer's revenue for the
years ended September 30, 1998 and 1997 was $18,886,391 and $18,118,271,
respectively. For the three months ended December 31, 1999 and for the years
ended September 30, 1999, 1998 and 1997, American Fronteer incurred operating
losses of $438,567, $2,521,508, $3,910,741 and $2,160,897, respectively.
American Fronteer Regulatory Net Capital
American Fronteer, as a registered securities broker/dealer, is subject to
the Commission's Uniform Net Capital Rule (Rule 15c3-1). In accordance with its
membership agreement, American Fronteer is required to maintain "net capital" of
not less than $250,000. As of December 31, 1999, American Fronteer had "net
capital" of $536,170.
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American Fronteer Proposed On-Line Broker/Dealer Division
American Fronteer is developing an on-line broker/dealer division that
American Fronteer believes will provide American Fronteer with the ability to
expand its broker/dealer business into Asian markets and will provide American
Fronteer's existing clients with the benefits of on-line trading. American
Fronteer plans to provide on-line broker/dealer services under the name of
OnLine Broker(TM). A letter of intent has been entered into by a wholly owned
subsidiary of eVision on behalf of American Fronteer pursuant to which an
unaffiliated party plans to develop a platform to facilitate American Fronteer's
on-line trading of United States securities in Hong Kong. A separate
broker/dealer license for the on-line business of American Fronteer may be
applied for and the on-line broker/dealer division of American Fronteer may
become a separate consolidated subsidiary of eVision.
eBanker USA.com, Inc.
General
Fronteer Development Finance Inc. was incorporated in the state of Delaware
in March 1998 to operate as a finance company. Fronteer Income Growth Inc., a
wholly owned subsidiary of Fronteer Development, was incorporated in September
1998 under the International Business Companies Ordinances of the Territory of
the British Virgin Islands. In March 1999, Fronteer Development was merged into
eBanker USA.com, Inc., a Colorado corporation, primarily for the purposes of
effectuating a name change to eBanker and of becoming a Colorado corporation.
eBanker USA.com, Inc. is a 37% owned consolidated subsidiary of eVision. In
addition to its 37% equity interest, eVision also has the right to cast 50% of
the vote in the election of eBanker's directors due to its ownership of the
preferred stock of eBanker. eBanker has entered into a management agreement with
eVision to assist in the management of eBanker's business including providing
assistance in (i) the identification of lending opportunities, (ii) credit
analysis of potential borrowers, (iii) structure of loans, including
yield-enhancing equity participation and collateral arrangements and (iv)
administration of loans. In exchange for such services, eVision is entitled to
an annual fee equal to 10% of eBanker's pretax profits as determined from
eBanker's annual audited financial statements.
eBanker was created with the purpose of providing a wide range of on-line
financial lending products and services. eBanker intends to identify, target and
serve high-margin, global financial market segments, through its interactive and
multimedia website. eBanker's website first became operational in September
1999. The website is still in its initial phase of development and will
continually be expanded. eBanker has been designed as a non-deposit taking,
broad financial services entity, so that it is not subject to the regulations
facing traditional financial institutions. eBanker believes that it has the
flexibility to serve many overlooked market niches with innovative financial
products and services. Over the next twelve months, eBanker intends to introduce
a number of financial products and services including but not limited to,
secured consumer credit cards, corporate credit cards and customized corporate
financing. Customized corporate financing refers to individualized corporate
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lending agreements whereby eBanker would receive both a fixed or floating rate
of interest combined with some form of participation. The participation may take
the form of revenue or profit sharing, common stock, warrants, stock options,
fixed assets or any other additional compensation mutually agreed upon between
eBanker and its client.
eBanker also intends to provide a number of business services in
conjunction with customized corporate financing. The services may include
managerial advice, accounting and administrative support, human resource
services or any other service where eBanker can cost-effectively assist its
clients.
eBanker also plans to provide numerous informational services. These
services are designed to attract users to the eBanker website, with the intent
of generating traffic, revenue and brand recognition. eBanker plans to offer
both free and premium financial information. This information may range from
stock quotes to market commentary to current mortgage rates. eBanker also plans
to provide numerous links to external products and services with the intention
of receiving royalties in the process. eBanker also plans to track individual
user preferences and to solicit input from its customers, customizing websites
to meet individual needs and preferences.
In March 2000, eBanker acquired from MBF Card International Limited of Hong
Kong Master Card, a credit card accounts receivable portfolio, for a total
consideration of approximately $7,700,000. The book value of the credit card
accounts receivable portfolio as of December 31, 1999 was approximately
$9,200,000. Under the terms of the agreement, eBanker purchased the total of
most receivables (principal and interest) due to MBF. The portfolio, as of
December 31, 1999, consisted of approximately 92% of current accounts receivable
and approximately 8% of 1 to 30 days past due accounts receivable. Sixty percent
of the initial consideration, or approximately $4,600,000, was paid at the time
of closing with the remainder of about $3,100,000 due in September 2000.
To date, eBanker's activities have consisted of raising approximately
$13,000,000 from outside sources in private placements of securities, investing
in debt securities in Asian corporations and making loans to affiliated and
unaffiliated entities.
Financial Information
eBanker's revenue for the three months ended December 31, 1999, for the
year ended September 30, 1999 and for the period from inception (May 26, 1998)
through September 30, 1998 were $351,724, $1,920,379 and $37,923, respectively.
Operating (loss) profits for the three months ended December 31, 1999, for the
year ended September 30, 1999 and for the period ended September 30, 1998 were
$(61,454), $429,138 and $(46,255), respectively.
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Q6 Technologies, Inc.
Q6 Technologies, Inc. is a Colorado corporation formed in March 1999 by Q6
Group, LLC, a Pennsylvania limited liability company, and eVision. On June 18,
1999, as part of the early formation and capitalization of Q6 Technologies with
eVision, Q6 Technologies acquired from eVision 72.8% of the outstanding common
stock of Secutron Corp., a Colorado corporation that designed, developed,
installed, marketed and supported software systems for the securities brokerage
industry. Secutron has one wholly-owned subsidiary, MidRange Solutions Corp., a
Colorado corporation that was a distributor and systems integrator of computer
products to the Rocky Mountain region. Q6 Technologies' interests in Secutron
were acquired in the early formation and capitalization of Q6 Technologies with
eVision. Q6 Technologies subsequently increased its ownership of Secutron to
approximately 78% in September 1999 and 97% in December 1999 primarily in
connection with the settlement of a lawsuit by eVision and Secutron. Q6
Technologies determined that the Secutron and MidRange businesses were not an
appropriate part of Q6 Technologies' long-term business strategy. Effective
December 17, 1999, Q6 Technologies transferred its ownership interests in
Secutron and MidRange back to eVision in return for the cancellation of
5,000,000 shares of Class B Common Stock of Q6 Technologies previously held by
eVision and certain contractual concessions.
eVision continues to hold 944,444 shares (21% as of December 31, 1999) of
the outstanding Class A Common Stock and 555,556 shares (9% as of December 31,
1999) of the outstanding Class B Common Stock of Q6 Technologies, which
represented 20% of the total voting rights of Q6 Technologies at that time.
American Fronteer also acquired 500,000 shares of Class B Common Stock of Q6
Technologies in February 2000 and may be entitled to receive an additional
1,000,000 shares of Class B Common Stock on or before March 31, 2000 in the
event that it satisfies certain criteria in connection with acting as the
placement agent for a private offering by Q6 Technologies. The holders of Class
A Common Stock and Class B Common Stock of Q6 Technologies have 10 votes, and
one vote, respectively, for each share held in their name and the Class A Common
Stock and the Class B Common Stock vote together as a single class on all
matters as to which holders of common stock of Q6 Technologies are entitled to
vote.
Q6 Technologies was formed with the purpose of acquiring ownership
interests in business opportunities with the focus being on acquiring software,
transactions processing or other technology-based companies. On January 31,
2000, Q6 Technologies acquired 55.56% of the outstanding stock of Do Not
Disturb, a Delaware corporation founded by John Cusick and another party. John
Cusick is the President of Q6 Technologies. Do Not Disturb is a development
stage company that is in the process of creating Internet consumer privacy
products and services. Effective February 4, 2000, Q6 Technologies acquired
36.36% of the outstanding stock of CacheStream Corporation, a Colorado
corporation. CacheStream is a company recently formed as a joint venture between
Q6 Technologies and IBTech Pte. Ltd., a Singapore company. As part of the
February 4, 2000 agreement between Q6 Technologies, CacheStream and IBTech,
IBTech transferred to CacheStream all of the outstanding equity of its wholly
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owned subsidiary, Interactive Broadcast Technology Sdn. Bhd., a Malaysian
company, upon the transfer of designated funds from Q6 Technologies to
CacheStream. IBT Malaysia is an operating company that owns a proprietary
software platform for high bandwidth Internet multicasting.
Although Q6 Technologies intends to pursue additional potential business
opportunities, it has not yet identified any specific prospective business
opportunities nor does it have letters of intent, agreements in principle, or
other agreements to enter into business opportunities. There are no assurances
that Q6 Technologies will be successful in its efforts to enter into any other
business opportunity or that Do Not Disturb, CacheStream or any other company
will be successful in conducting their intended operations. Q6 Technologies must
obtain financing to take advantage of potential opportunities.
Do Not Disturb, Inc.
Do Not Disturb is a Delaware corporation formed in September 1999 that
plans to become an Internet company providing consumer privacy related products
and services. Do Not Disturb is a development stage company and has not yet had
any business operations. Do Not Disturb is currently in the process of
developing its initial consumer privacy related products and Web based systems,
which are not expected to be completed or tested until the second quarter of the
year 2000.
Q6 Technologies' management believes that there is a significant
opportunity to address the growing concern of consumers relating to information
privacy as well as the increased desire to control telemarketing and direct
marketing solicitations. Through Do Not Disturb, Q6 Technologies plans to
develop and launch a comprehensive consumer privacy Internet portal and
associated enhanced privacy information services, and to function as a trusted
intermediary between consumers and direct marketers. The basic services, which
would be at a minimal cost to consumers, would be registration based and
supported by multiple non-end-user revenue sources such as advertising, direct
marketing, and Internet site affiliation and transaction fees. A premium service
may also be offered at an additional cost. Consumers would be able to choose not
only the types of direct marketing contacts they wish to block across the
Internet, telephone and direct mail, but also to indicate specific information
and companies from which they wish to receive direct solicitations and
information.
Q6 Technologies entered into an agreement with Do Not Disturb on January
31, 2000, which provides that Q6 Technologies may invest up to a total of $1.25
million over a period of three months commencing on January 31, 2000, in return
for at least a 50% ownership interest in Do Not Disturb under the following
schedule: Q6 Technologies invested $250,000 on January 31, 2000, in exchange for
1,875,000 shares (a 55.56% ownership interest) in Do Not Disturb; Q6
Technologies invested an additional $500,000 on March 9, 2000 in exchange for an
additional 1,125,000 shares, increasing its total ownership interest in Do Not
Disturb to 66.67%; and Q6 Technologies has the right but not the obligation to
invest an additional $500,000 by March 31, 2000 in exchange for an additional
750,000 shares, which would result in a 71.43% total ownership interest in Do
Not Disturb. Q6 Technologies will retain any ownership interest obtained from
its investments whether or not it makes any subsequent investments in accordance
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with the proposed investment schedule. Q6 Technologies intends to finance its
payments to Do Not Disturb through funds obtained in a private placement or, if
necessary, through loans obtained through eVision or its affiliates.
Q6 Technologies and Do Not Disturb intend to pursue the participation of
other companies by licensing proprietary software and market research from such
companies in the area of privacy services in return for up to a 10% ownership
interest in Do Not Disturb. Q6 Technologies and Do Not Disturb also intend to
issue and have issued stock options to attract and retain quality and qualified
management.
The Do Not Disturb agreement also provides that Q6 Technologies will hold
at least a 50% voting interest on the Board of Directors of Do Not Disturb until
such time that Q6 Technologies fails to meet the investment schedule described
above, at which time Q6 Technologies' representation on the board of directors
will be revised; if necessary, to be proportionate to its ownership interest. Q6
Technologies also entered into a Management Agreement in connection with the Do
Not Disturb Agreement under which Do Not Disturb pays Q6 Technologies a monthly
management fee for so long as John Cusick, President of Q6 Technologies, remains
a member of the Board of Directors of Do Not Disturb.
CacheStream Corporation
CacheStream is a Colorado corporation formed in December 1999. CacheStream
was formed in connection with the joint venture between Q6 Technologies and
IBTech. Pursuant to the IBT agreement, effective February 4, 2000, IBTech
transferred to CacheStream all of the outstanding stock in its wholly-owned
subsidiary, IBT Malaysia, upon the transfer of designated funds from Q6
Technologies to CacheStream. IBT Malaysia is an operating company that provides
multicasting software for the intelligent delivery and management of high
bandwidth audio, video and Internet portal content for personal computers.
Multicasting allows companies to broadcast audio, video, and Internet portal
content directly to numerous designated personal computers, rather than having
each personal computer access the company's server in separate transactions. Q6
Technologies and IBTech intend for CacheStream to apply the Internet
multicasting technologies to worldwide opportunities in the arena of
broadcasting Internet protocol content, from screens through streaming audio and
video direct to personal computers through wireless satellite, terrestrial and
wireline media. CacheStream is anticipated to initially provide a technology
platform in return for license or sale fees and then plans to leverage its
technology capabilities into participation in a select set of branded content
services.
IBTech and Q6 Technologies jointly own CacheStream with allowance for
additional shares for the founders and management. Under the IBT agreement,
IBTech has invested in CacheStream all of the current assets and operations of
IBT Malaysia, including intellectual property rights, contracts, software,
equipment and ongoing business arrangements, but excluding certain service
operations in Singapore and Malaysia. Under the IBT agreement, Q6 Technologies
has the right but not the obligation to invest up to a total of $3 million by
June 30, 2000 in return for a 50% ownership interest in CacheStream under the
following schedule: Q6 Technologies invested $1 million in CacheStream on
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February 4, 2000, in exchange for 1,500,000 shares (a 36.36% ownership interest)
in CacheStream; Q6 Technologies may invest an additional $1 million by March 31,
2000, in exchange for an additional 900,000 shares (which would result in a
47.76% total ownership interest) in CacheStream; and Q6 Technologies may invest
an additional $1 million by June 30, 2000, in exchange for an additional 600,000
shares (which would result in a 53.33% total ownership interest) in CacheStream.
Q6 Technologies will retain any ownership interest obtained from its investments
in CacheStream whether or not it makes any subsequent investments in accordance
with the proposed investment schedule. Q6 Technologies intends to finance its
payments to CacheStream through funds obtained in a private placement or, if
necessary, through loans obtained through eVision or its affiliates.
John Cusick, President of Q6 Technologies, is the Chairman of the Board of
CacheStream and Adrian Rietberg of IBTech is the Executive Vice President of
CacheStream. The IBT agreement also provides that Q6 Technologies will hold a
50% voting interest on the Board of Directors of CacheStream until such time
that Q6 Technologies fails to meet the investment schedule described above, at
which time Q6 Technologies' representation on the Board of Directors will be
revised to be proportionate to its ownership interest. Further, IBTech granted
to Q6 Technologies irrevocable proxies to vote such number of shares of
CacheStream held in IBTech's name as will allow Q6 Technologies to vote in
excess of 50% of the voting shares of CacheStream until such time that Q6
Technologies fails to meet the investment schedule described above, at which
time the proxies expire. Q6 Technologies also entered into a management
agreement in connection with the IBT Agreement under which CacheStream pays Q6
Technologies a monthly fee for so long as John Cusick remains a member of the
Board of Directors of CacheStream.
Secutron Corporation
General
Secutron was incorporated in Colorado on May 11, 1979. Before March 1,
2000, Secutron's business consisted of designing, developing, installing,
marketing, and supporting software systems for the securities brokerage
industry. Secutron marketed hardware and software to securities brokerage firms.
Secutron was also an Internet service provider that provided Internet services
ranging from access to the Internet to development and maintenance of Web sites.
On March 1, 2000, Secutron was not actively engaged in its previous business
activities and was considering related businesses in which to become involved.
Secutron's wholly owned subsidiary, MidRange Solutions Corp., is a Colorado
corporation formed on January 1, 1993. MidRange was an IBM business partner
selling IBM hardware and hardware manufactured by competitors of IBM, and acted
as a distributor for software products which are proprietary to third parties.
MidRange sold hardware and software to businesses in several different
industries, including manufacturers, distributors and health care providers. In
December 1999, eVision entered into an agreement to sell the assets of MidRange
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for $75,000. MidRange is included in the Q6 Technologies and Secutron business
segment, which includes computer hardware, software and related technology
investments of eVision.
Financial Information
Q6 Technologies' and Secutron's consolidated revenue for the three months
ended December 31, 1999 and for the years ended September 30, 1999, 1998 and
1997 was $1,449,772, $9,829,589, $8,866,606 and $7,436,143, respectively.
Operating (loss) profits for the three months ended December 31, 1999 and for
the years ended September 30, 1999, 1998 and 1997 was $(43,608), $(504,368),
$(281,785) and $129,215, respectively.
The revenue and expenses for Secutron and MidRange in future years will be
significantly reduced as a result of Secutron no longer being engaged in its
previous business activities and as a result of the sale of the assets of
MidRange.
Consolidated revenue for Secutron and MidRange for the three months ended
December 31, 1999 and 1998 and for the years ended September 30, 1999, 1998 and
1997 was $1,449,772, $3,059,556, $7,747,768, $8,866,606 and $7,436,143,
respectively. Cost of goods sold and general and administrative expenses for the
three months ended December 31, 1999 and 1998 and for the years ended September
30, 1999, 1998 and 1997 was $1,331,787, $2,931,093, $7,345,777, $9,148,391 and
$7,306,928, respectively. Accordingly, the operating income (loss) for the three
months ended December 31, 1999 and 1998 and for the years ended September 30,
1999, 1998 and 1997 was $117,985, $128,463, $401,991, $(281,785) and $129,215,
respectively.
Other Subsidiaries
eVision also has the following wholly owned subsidiaries for which
operations either have not commenced or are not significant: OLBroker.Com, Inc.,
a Colorado corporation; eFunds Global.Com, Inc., a Colorado corporation;
Fronteer Corporate Services, Inc., a Colorado corporation; Corporate Net
Solutions, Inc., a Delaware corporation; Fronteer Asset Management Corporate,
Inc., a Delaware corporation; NeuroWeb, Inc., a Colorado corporation; Neuro Web
Canada, Inc., a Canadian corporation; RAF Services, Inc. of Texas, a Texas
corporation; RAF Services, Inc. of Louisiana, a Louisiana corporation; and RAF
Services, Inc., a Nevada corporation. OLBroker.Com, Inc. is the intended holding
company for American Fronteer and the OnLineBroker (TM) division.
eFunds Global.Com, Inc. was created with the intention of acquiring and
establishing mutual fund products for distribution to the eVision client base.
eFunds Global.Com, Inc. also plans to develop one or more internally managed
hedge funds. Fronteer Corporate Services, Inc. provides back office, accounting
and administrative support to companies affiliated with eVision. By establishing
a separate subsidiary to provide these services to all of the eVision companies,
the benefits of economies of scale and specialization are exploited. Corporate
Net Solutions, Inc. is designed to leverage the existing wide area network
infrastructure of American Fronteer, creating leading edge Internet and intranet
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products and services. American Fronteer has established an extensive wide area
network, linking its twelve offices across the United States via a high
bandwidth intranet. This established network can be expanded at a low cost,
providing additional capacity for external uses.
On January 24, 2000, eVision entered into an agreement whereby eVision
agreed to issue 1,185,209 shares of eVision's common stock in exchange for 60%
of the outstanding common shares of Gemtron International Global Ltd., which was
renamed Skyhub Far East, Inc. eVision is only required to issue the 1,185,209
shares if eVision's shareholders approve an amendment to eVision's Articles of
Incorporation that increases the number of shares of common stock eVision is
authorized to issue. In the event the amendment is not adopted, eVision has
agreed to provide Skyhub with approximately $3,000,000 in funding for the 60%
interest.
eVision agreed to make available to Skyhub a short term loan in the maximum
amount of $1,500,000 pursuant to one or more promissory notes from Skyhub to
eVision or a subsidiary or affiliate of eVision and subject to the agreement of
certain additional terms, provisions and conditions. On February 18, 2000,
eBanker entered into a loan commitment agreement with Skyhub and eVision.
eBanker agreed to commit to loan to Skyhub, on behalf of eVision, up to
$1,500,000. The loan will bear interest at the rate of 12% per annum, payable
every six months, with the principal due one year from the date of the draw on
the loan. On February 18, 2000, eBanker advanced Skyhub $1,000,000 of the loan
commitment. The $1,000,000 is due February 17, 2001.
eVision has agreed that the value of the 1,185,209 shares of eVision common
stock will be no less that $3,000,000 when sold in an orderly manner in the open
market. Any shortfall will be made up by eVision in cash.
Skyhub was incorporated in the British Virgin Islands on December 28, 1998
and its only operations during 1999 consisted of contracts for services which
grossed approximately $200,000 in revenue. Skyhub will operate through its newly
formed, wholly owned Asian satellite communications company, Skyhub Asia Company
Limited. Skyhub Asia's goal is to provide affordable high speed Internet access,
in conjunction with valuable content and advanced communications services, via
satellite, to corporations and individuals throughout Asia.
Competition
American Fronteer
The securities industry has become considerably more concentrated and more
competitive in recent periods as numerous securities firms have either ceased
operations or have been acquired by or merged with other firms. In addition,
companies not engaged primarily in the securities business, but having
substantial financial resources, have acquired securities firms. The securities
industry is now dominated by relatively few very large securities firms offering
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a wide variety of investment related services nationally and internationally. In
addition, numerous commercial banks have entered into a variety of new
securities activities.
In 1999, legislation was enacted which now permits commercial banks to
engage in other types of securities related activities. These developments or
other developments of a similar nature may lead to the creation of integrated
financial service firms that offer a broader range of financial services than
those offered by American Fronteer. These developments have created large, well
capitalized, integrated financial service firms with which American Fronteer
must compete. The securities industry has also experienced substantial
commission discounting by broker/dealers competing for institutional and
individual brokerage business. An increasing number of specialized firms offer
"discount" services to individual customers. Many of these services are offered
over the Internet for little or no transaction fees. Online trading firms
generally effect transactions for their customers on an "execution only" basis
without offering other services such as investment recommendations and research.
Such discounting and an increase in the number of new and existing firms
offering such discounts could adversely affect American Fronteer's retail
securities business.
eBanker
eBanker is engaged in a highly competitive business. eBanker competes for
lending opportunities with many companies, including numerous financial
institutions which have been in existence for longer periods of time. Many of
eBanker's competitors are significantly larger than eBanker, have established
operating histories and procedures, have access to significantly greater capital
and other resources, have management personnel with more experience than the
management of eBanker and have other advantages over eBanker in conducting
certain businesses and providing certain services.
Q6 Technologies
The business of obtaining and maintaining interests in business
opportunities is highly competitive. Additionally, the market for software and
other technology based products is very competitive. Many of Q6 Technologies'
anticipated competitors may be significantly larger than Q6 Technologies, have
established operating histories and procedures, have access to significantly
greater capital and other resources, have management personnel with more
experience than the management of Q6 Technologies, and may have other advantages
over Q6 Technologies in conducting certain businesses and providing certain
services. There can be no assurance that Q6 Technologies can compete
successfully.
Regulation
The securities industry in the United States is subject to extensive
regulation under federal and state laws. The Commission is a federal agency
charged with administration of the federal securities laws. Much of the
regulation of broker/dealers has been delegated to self regulatory
organizations, principally the NASD and the exchanges. These self regulatory
organizations adopt rules (which are subject to approval by the Commission) for
governing the industry and conduct periodic examinations of member
broker/dealers. Securities firms are also subject to regulation by state
securities commissions in the states in which they do business. Broker/dealers
are subject to regulations that cover all aspects of the securities business,
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including sales methods, trading practices among broker/dealers, capital
structure of securities firms, record keeping, and the conduct of directors,
officers, and employees. Additional legislation, changes in rules promulgated by
the Commission and by self regulatory organizations, or changes in the
interpretation or enforcement of existing laws and rules often directly affect
the method of operation and profitability of broker/dealers. The Commission, the
self regulatory authorities, and the state securities commissions may conduct
proceedings which can result in censure, fine, suspension, or expulsion of a
broker/dealer, its officers, or employees.
American Fronteer is required by federal law to belong to the SIPC. When
the SIPC fund falls below a certain minimum amount, members are required to pay
annual assessments. The SIPC fund provides protection for securities held in
customer accounts up to $500,000 per customer, with a limitation of $100,000 on
claims for cash balances.
American Fronteer is subject to the Commission's Uniform Net Capital Rule
which is designed to measure the financial integrity and liquidity of a
broker/dealer and the minimum net capital deemed necessary to meet its
commitments to its customers. American Fronteer is in compliance with the Rule.
Failure to maintain the required net capital may subject American Fronteer to
suspension by the Commission or other regulatory bodies and may ultimately
require its liquidation. eVision is not itself a registered broker/dealer and is
not subject to the Rule. However, under the Rule, eVision could be affected by
the requirement that a broker/dealer such as American Fronteer may be prohibited
or temporarily restricted by the Commission from the withdrawal of equity
capital by a stockholder such as eVision.
American Fronteer is also subject to regulation under federal and state
laws surrounding the insurance industry for the insurance products, primarily
variable annuities, which its insurance licensed registered representatives
sell.
Private Placements
On May 26, 1998, Fronteer Development, which was merged into eBanker in
March 1999, commenced a private placement of 30,000 units each consisting of:
o one $1,000 convertible debenture, due August 1, 2008, paying 10%
per annum;
o 100 Class A common shares; and
o warrants exercisable at $3.00 per share for 500 Class A common
shares.
Prior to closing of the offering in December 1998, 7,958 units were issued
in the private placement resulting in proceeds of $6,832,851, net of issuance
costs of $1,125,149. For participating in the offering American Fronteer
received warrants to purchase shares of Fronteer Development's common stock,
received a commission of 10% of the proceeds and received a non-accountable
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expense allowance of 3% the proceeds. The offering memorandum for the private
placement included 3,000,000 shares of authorized Class B common stock, and
required eVision to purchase Class B common stock in the amount of no less than
26.67% of the amount of units purchased by outside investors. eVision purchased
707,466 shares of the Class B common stock for $2,122,398. There were no
commissions or expenses associated with the Class B common issuance.
On March 3, 1999, eBanker commenced a second private placement of 3,000,000
units, each consisting of:
o one share of common stock; and
o one detachable warrant to purchase one share of common stock.
The offering closed in July 1999. In the private placement, 895,779 units
were issued resulting in proceeds of $4,659,627 net of issuance costs of
$715,047. For participating in the offering American Fronteer received five year
warrants to purchase 89,578 shares of eBanker's common stock, received a
commission of 10% of the proceeds and received a non-accountable expense
allowance of 3% the proceeds.
On October 16, 1998, eVision commenced a private placement of 1,500,000
shares of its Series B Preferred Stock at a price of $10.00 per share. Before
the offering was terminated, 25,500 shares were sold. On May 12, 1999, eVision
commenced a second private placement of 1,500,000 shares of its Convertible
Series B Preferred Stock at $10.00 per share. The 25,500 shares of Series B
Preferred Stock sold in eVision's first offering were exchanged for Convertible
Series B Preferred Stock. Including the shares exchanged from the first
offering, 110,500 shares of Convertible Series B Preferred Stock were sold in
the second offering before it was terminated. eVision received $860,147 net of
offering costs of $244,853 for the 110,500 shares. The Convertible Series B
Preferred Stock was offered by American Fronteer, which was issued warrants,
which would allow the holder to purchase shares of eVision's Convertible Series
B Preferred Stock at a purchase price of $12.00 per share for five years.
American Fronteer also was to receive a commission of 10% and a non-accountable
expense allowance of 3% of the total amount sold in the offering.
On September 27, 1999, eVision commenced a third private offering of
1,500,000 shares of its Convertible Series B-1 Preferred Stock at a price of
$10.00 per share and 110,500 shares were offered in exchange for the Convertible
Series B Preferred Stock on a one-for-one basis. The Convertible Series B-1
Preferred Stock was offered by American Fronteer which was issued 150,000
warrants, which allow the holder to purchase shares of eVision's Convertible
Series B-1 Preferred Stock at a purchase price of $12.00 per share for five
years. American Fronteer also received a commission of 10% and a non-accountable
expense allowance of 3% of the total amount sold in the offering. The offering
of the Convertible Series B-1 Preferred Stock closed after all 1,500,000 shares
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<PAGE>
of Convertible Series B-1 Preferred Stock were sold or exchanged and eVision
received proceeds of approximately $12,975,000 net of issuance costs of
approximately $2,025,000.
The Convertible Series B-1 Preferred Stock has a cumulative annual dividend
rate payable semi-annually of 8% in cash and 7% in shares of the Convertible
Series B-1 Preferred Stock. Online International has guaranteed the payment of
any cash dividends that accrue on the Convertible Series B-1 Preferred Stock
through October 31, 2002. The semi-annual dividend payable on shares of
Convertible Series B-1 Preferred Stock will be equivalent to three and one-half
one hundredths of a share of Convertible Series B-1 Preferred Stock for each
outstanding share of Convertible Series B-1 Preferred Stock. Any Convertible
Series B-1 Preferred Stock issued as a dividend on the Convertible Series B-1
Preferred Stock will have the same dividend and the same terms as the
Convertible Series B-1 Preferred Stock. The dividend on the Convertible Series
B-1 Preferred Stock is payable semi-annually beginning October 31, 1999, and
continuing each April 30 and October 31 thereafter, when and if declared by the
Board of Directors. Each share of Convertible Series B-1 Preferred Stock is
immediately convertible by the holder into eVision's common stock at a price of
$1.00 per share of common stock. If the common stock does not have a closing bid
price of at least $1.15 per share for at least 20 trading days during the period
commencing on September 30, 1999, and ending on September 30, 2000, the
Convertible Series B-1 Preferred Stock will be convertible by the holder into
common stock determined by dividing $10 by a price equal to the higher of the
five day average closing bid price of the common stock prior to September 30,
2000, or $0.50 per share. In addition, each share of Convertible Series B-1
Preferred Stock is automatically convertible into 10 shares of common stock at
$1.00 per share at such time as the closing bid price of the common stock is at
least $4.00 per share for 30 consecutive trading days. The Convertible Series
B-1 Preferred Stock is redeemable by eVision on or after October 1, 2003, at a
price of $12.50 per share plus any accrued and unpaid dividends.
Online International has guaranteed through October 31, 2002, the payment
of each annual 8% cash dividend on the Convertible Series B-1 Preferred Stock
that is being offered by eVision if such dividend is not paid by eVision. In
consideration for making such guaranty, eVision issued an affiliate of Online
International 250,000 shares of eVision's common stock which had a value of
$62,500 based on the closing price of $0.25 per share of the common stock on the
date of the agreement. If Online International is required to make payment as a
result of its guaranty, Online International or its designee will receive a 12%
convertible debenture equivalent to the amount that Online International is
required to pay on the guaranty unless the act of eVision in giving Online
International or its designee the 12% convertible debenture would be deemed to
be an illegal distribution under the Colorado Business Corporation Act. In such
event, Online International or its designee would receive, instead of a 12%
convertible debenture, the number of shares of common stock as is equal to the
total amount of the dividend paid divided by 90% of the conversion price of the
common stock as defined in the 12% convertible debenture. In general, the
conversion price of the convertible debenture will be the market price of the
common stock on the date of conversion.
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<PAGE>
Sale of LIL Capital
On July 30, 1999, eVision entered into a Stock Purchase Agreement with
Ladsleigh Investments Limited, BVI whereby eVision agreed to sell and Ladsleigh
agreed to purchase 100% of the stock of LIL Capital for $3,000,000, excluding
cash and warrants to purchase equity in a publicly traded company. LIL Capital
was then named Fronteer Capital, Inc. The primary assets were approximately
122,084,000 shares of the common stock of Online International that were
originally purchased in open market transactions on the Hong Kong Stock Exchange
and that were accounted for as trading securities. The purchase price of LIL
Capital was based on the fair value of the primary assets held by LIL Capital as
of July 30, 1999 based on a third party quotation service. Unrealized gains on
the securities held by LIL Capital through July 30, 1999 of approximately
$1,682,000 have been recognized. The purchase price was paid in cash of $150,000
and in the form of a promissory note for $2,850,000, which bears interest at 14%
and is due July 30, 2000. To secure the promissory note, eVision holds all the
primary assets of LIL Capital in escrow. Prior to the transaction, there was no
material relationship between Ladsleigh and eVision or any of its affiliates,
and director or officer.
On March 21, 2000, Ladsleigh sold eVision a ten year option to reacquire
all of the outstanding stock of LIL Capital. The price of the option was
$250,000. eVision may exercise the option by canceling the $2,850,000 promissory
note and all accrued interest thereon that was issued by Ladsleigh to eVision in
connection with the purchase by Ladsleigh of LIL Capital. The assets of LIL
Capital consist primarily of the assets previously sold to Ladsleigh. Call
options for 109,600,000 shares of Online International that are included as a
part of the assets of LIL Capital have been sold by LIL Capital to unaffiliated
parties. An option for 100,000,000 shares has an exercise price of approximately
$0.046 per share and an option for 4,600,000 shares has an exercise price of
approximately $0.052 per share. Neither of these two options may be exercised
until the common stock of Online International trades at approximately $0.19 per
share or higher. The remaining option for 5,000,000 shares is exercisable at an
average price of approximately $0.052 per share. All of the options expire on
July 25, 2000.
Proposed Investment in Mutual Fund Developer and Sponsor
eVision has entered into a letter of intent to acquire control of Quaker
Funds, Inc. which is the developer and sponsor of the Quaker Family of Funds, a
group of six mutual funds having approximately $70,000,000 in assets under
management. An independent institutional investment advisor manages each fund.
As proposed, the acquisition includes the issuance of 4,666,667 shares of
eVision's common stock for approximately 60% of the outstanding common stock of
Quaker Funds. The shareholders of Quaker Funds that receive eVision's common
stock will be able to sell their common stock back to eVision if eVision's
common stock does not trade at an average price of $3.00 per share for a period
of time between one and two years after the closing. There are also provisions
whereby the Quaker Funds shareholders may sell their remaining 40% ownership in
Quaker Funds to eVision or buy back their 60% interest in Quaker Funds. The
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<PAGE>
transaction is subject to the execution of a definitive agreement which is
currently being negotiated. There are no assurances that the transaction will be
consummated on the terms specified in the letter of intent or at all.
Employees
As of February 29, 2000, eVision and its subsidiaries had 203 full time
employees. 171 were employed by American Fronteer; 14 were employed by eVision
Corporate Services, Inc., a wholly owned subsidiary of eVision that provides
financial, back office and administrative services to eVision; 6 were employed
by Corporate Net Solutions, a wholly owned subsidiary of eVision that
established American Fronteer's wide area network linking its twelve offices via
a high bandwidth intranet; 11 were employed by NeuroWeb, a wholly owned
subsidiary of eVision that performs internet related services; and 1 was
employed by Secutron.
Properties
The offices for eVision, its wholly owned subsidiaries and eBanker are
located at One Norwest Center, 1700 Lincoln Street, 32nd Floor, Denver,
Colorado, 80203. The offices consist of approximately 47,071 square feet of
leased space. The lease expires on April 30, 2007. eVision currently pays
monthly rent of approximately $63,000 for the space. eVision has sublet
approximately 23,500 square feet of the space pursuant to a sublease that
expires on April 30, 2007. eVision is to receive monthly rent of approximately
$53,000 in connection with the sublease. eVision has an option of receiving
shares of common stock, at a predetermined price, of the sublease at its choice
versus a cash payment. eVision also leases space for its branch offices pursuant
to leases that have various rental rates and expire at various dates.
Legal Proceedings
eVision is a defendant in certain arbitration and litigation matters
arising from its activities as a broker/dealer. In the opinion of management,
these matters, including any damages awarded against eVision, have been
adequately provided for in the accompanying consolidated financial statements,
and the ultimate resolution of the other arbitration and litigation matters will
not have a significant adverse effect on the consolidated results of operations
or the consolidated financial position of eVision.
Anthony R. Kay, a former officer, director and shareholder of Secutron,
individually, and in conjunction with his consulting company, ARK Consulting
Services Inc., filed claims on July 30, 1998, in the District Court for the City
and County of Denver, Colorado against eVision, Secutron and Midrange and
against certain current and former officers, directors, shareholders and
affiliates of eVision. Secutron and the other named defendants have entered into
an agreement to settle the lawsuit. Pursuant to the terms of the settlement,
Secutron paid Mr. Kay $400,000 in cash and eVision issued Mr. Kay 550,000 shares
of common stock. In addition, eVision agreed to register Mr. Kay's shares of
common stock for resale. eVision and the other defendants have also agreed that
if Mr. Kay does not receive a net amount of at least $325,000 from the sale of
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<PAGE>
the common stock, Secutron and the other defendants will pay Mr. Kay the
difference between what Mr. Kay does receive and $325,000 or provide Mr. Kay
with additional shares of common stock to make up the deficiency based upon the
then current trading prices of the common stock. If Mr. Kay does not realize
$325,000 from the sale of all of the common stock by April 1, 2000, Mr. Kay is
entitled to receive the deficiency in cash. Any sales by Mr. Kay of the common
stock must be made in a commercially reasonable manner. As part of the
agreement, all of the common stock of Secutron held by Anthony R. Kay and his
family, which approximated 5% of the outstanding common stock of Secutron, were
returned to Secutron and the other defendants or their assigns. In addition, ARK
Consulting agreed to cancel the settlement agreement that required payments to
ARK Consulting of $10,000 per month through the year 2011. On February 29, 2000,
Mr. Kay's attorney sent a letter to eVision alleging that eVision had breached
the settlement agreement by not having timely registered Mr. Kay's shares for
resale and that, as a result of the breach, Mr. Kay had suffered damages of
approximately $2.8 million. The management of eVision believes the allegations
are without merit. Any judgment against eVision for damages would reduce
eVision's cash liquidity. eVision is unable to predict the outcome of this
dispute.
On December 23, 1996, AFFC received notification of an arbitration award in
NASD Arbitration No. 95-05062, Chang, et al. v. AFFC that was originally filed
on October 21, 1995. The allegations in the case relate to a private placement
sold by a former broker at AFFC, all of which sales occurred prior to his
employment by AFFC. In 1996, AFFC provided for damages that were awarded in the
amount $424,824 against AFFC, which AFFC appealed. During the year ended
September 30, 1999, AFFC lost the first appeal and the court ordered AFFC to
place on deposit, in a restricted cash account, the amount of $575,000. On
January 25, 2000, AFFC agreed to settle this matter for $517,000 which was paid
from the restricted deposit of $575,000.
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<PAGE>
MANAGEMENT
Directors
The name, position with eVision, age of each director and the period during
which each director has served are as follows:
Name and Position Age Director Since
- ----------------- --- --------------
Fai H. Chan 55 1997
Chairman, President and Director
Robert H. Trapp 44 1997
Managing Director
Jeffrey M. Busch 42 1998
Director
Robert Jeffers, Jr. 51 1998
Director
Kwok Jen Fong 50 1998
Director
Tony T.W. Chan(1) 25 1999
Director
- ------------------
(1) Tony T.W. Chan is the son of Fai H. Chan.
Executive Officers
Each executive officer holds office until his successor is duly appointed
and qualified, until his death or resignation or until he shall be removed in
the manner provided by eVision's bylaws. eVision's current executive officers,
their ages, positions with eVision and periods during which they served are as
follows:
Name and Position Age Officer Since
- ----------------- --- -------------
Fai H. Chan
Chairman of the Board and President 55 1998
Robert H. Trapp
Managing Director 44 1998
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<PAGE>
Name and Position Age Officer Since
- ----------------- --- -------------
Tony T.W. Chan
Chief Operating Officer 25 2000
Gary L. Cook
Chief Financial Officer, Secretary and Treasurer 42 1998
There was no arrangement or understanding between any executive officer and
any other person pursuant to which any person was selected as an executive
officer.
Background
The following is a brief account of the business experience during the past
five years of each director and executive officer of eVision:
Name of Director Principal Occupation During
or Officer the Last Five Years
- ---------------- ---------------------------
Fai H. Chan Director of eVision since December 26, 1997; Chairman and
President since February 1998. Mr. Chan is the Chairman
and Managing Director of Online International and has
been a Director of Online International since September
2, 1992. Mr. Chan was elected Managing Director of Online
International on May 1, 1995 and Chairman on June 3,
1995. Online International's primary business activities
include real estate investment and development, merchant
banking, the manufacturing of building material
machinery, pharmaceutical products and retail fashion.
Mr. Chan has been the President and a Director of Asia
SuperNet Corporation and its predecessor, which
previously owned various industrial companies, since June
1994 and Chief Executive Officer thereof since June 1995;
a Director of Intra-Asia Equities, Inc., a merchant
banking company, since June 1993; Executive Director of
Hua Jian International Finance Co., Ltd. from December
1994 until December 1996; and Chairman of the Board of
Directors of American Pacific Bank since March 1988 and
Chief Executive Officer thereof between April 1991 and
April 1993. Mr. Chan is also a director of Global Med
Technologies, Inc.
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<PAGE>
Name of Director Principal Occupation During
or Officer the Last Five Years
- ---------------- ---------------------------
Robert H. Trapp Director of eVision since December 26, 1997, and the
Managing Director and member of the audit committee of
eVision since February 1998, and the President of
American Fronteer. Mr. Trapp has been a director of
Online International since May 1995; a Director of
Inter-Asia Equities, Inc., a merchant banking company,
since February 1995 and the Secretary thereof since April
1994; Director, Secretary and Treasurer of Asia SuperNet
Corporation and its predecessor, which owned various
industrial companies; and the Canadian operational
manager of Pacific Concord Holding (Canada) Ltd. of Hong
Kong, which operates in the consumer products industry,
from July 1991 until November 1997. Mr. Trapp is also a
director of Global Med Technologies, Inc.
Jeffery M. Busch Director of eVision since February 1998. Mr. Busch is a
member of eVision's audit committee and has been a
practicing attorney for at least the last five years. Mr.
Busch is also a director of Global Med Technologies, Inc.
Robert Jeffers, Jr. Director of eVision since February 1998. Mr. Jeffers is a
member of eVision's audit Committee and has been a
practicing attorney for at least the last five years.
Kwok Jen Fong Director of eVision since February 1998. Mr. Fong has
been a director of Online International since 1995. Mr.
Fong has been a practicing solicitor in Singapore for at
least the last five years. Mr. Fong is also a director of
Global Med Technologies, Inc.
Gary L. Cook Secretary and Treasurer of eVision since February 1998,
and Chief Financial Officer of eVision since September
1998. From 1994 to 1996, Mr. Cook was a principal of a
small venture in which he had majority ownership, and
from 1982 to 1994, was a Senior Manager for KPMG LLP
where he managed all auditing services for several
clients in various financial and other industries, and
developed and implemented accounting, financial reporting
and Commission reporting systems for growth companies.
Mr. Cook is a director of Global Med Technologies, Inc.
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<PAGE>
Name of Director Principal Occupation During
or Officer the Last Five Years
- ---------------- ---------------------------
Tony T.W. Chan Director of eVision since 1999 and Chief Operating
Officer of eVision since March 2000. Prior to April 1999,
Mr. Chan worked as an Investment Banker for Fronteer
Securities (H.K.) Limited, a Hong Kong Company in which
Online International indirectly holds a minority
interest. From 1998 to April 1999, Mr. Chan worked as an
Investment Banker for Commerzbank, Global Equities, Hong
Kong. From 1996 to 1998, Mr. Chan worked in equity
derivatives for Peregrine Derivatives. Mr. Chan received
a Bachelor of Commerce degree in Finance with honors from
the University of British Columbia. Mr. Chan is also a
director of Global Med Technologies, Inc. and American
Pacific Bank.
Directorships
No director of eVision is a director of any other entity that has its
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, or subject to the requirements of Section 15(d) of the 1934 Act except
Messrs. Fai H. Chan, Trapp, Busch, Fong, Cook and Tony T. W. Chan who are
directors of Global Med Technologies, Inc. and Messrs. Fai H. Chan and Trapp who
are directors of Asia SuperNet Corporation.
Executive Compensation
The following table provides certain information pertaining to the
compensation paid by eVision and its subsidiaries during eVision's last three
fiscal years for services rendered by Fai H. Chan, the Chairman of the Board and
the President of eVision, and Gary L. Cook, the Chief Financial Officer,
Secretary and Treasurer of eVision.
40
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
------------------------------- -----------
Fiscal Year Other
Name and Ended Annual Securities All Other
Septem- Compensa- Underlying Compensa-
Principal Position ber 30, sation($) Salary($) Bonus($) Options(#) tion($)
- ------------------ ------ -------- ------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Fai H. Chan ................ 1999 -- -- -- 9,000,000(1) --
Chairman of the Board ..... 1998 -- -- -- -- --
of Directors and .......... 1997 -- -- -- -- --
President
Gary L. Cook ............... 1999 131,937 600 -- 500,000(2) 5,960(3)
Chief Financial ........... 1998 100,728 -- -- -- 4,092(3)
Officer, Secretary ........ 1997 90,000 -- -- -- 3,344(3)
and Treasurer
</TABLE>
- ----------------------
(1) On January 28, 1999, Mr. Chan was granted a ten year option to purchase
8,000,000 shares of common stock at an exercise price of $0.30, which is
currently exercisable. On November 25, 1998, he also was granted options to
purchase 1,000,000 shares of common stock at an exercise price of $0.20,
200,000 of which are currently vested. None of the 200,000 vested options
are exercisable until and unless the basic earnings per share for any
fiscal year commencing with the fiscal year ended September 30, 1999 are
equal to or exceed $0.10 per share.
(2) On November 25, 1998, Mr. Cook was granted a ten year option to purchase
500,000 shares of common stock at an exercise price of $0.20, 400,000 of
which are subject to certain conditions. The option is currently
exercisable as to 33,333 shares. On January 16, 2000, options to purchase
80,000 shares of common stock at an exercise price of $0.20 were cancelled
and new options to purchase 240,000 shares of common stock were granted at
an exercise price of $2.875. The new options are exercisable immediately.
(3) Represents matching contributions to a 401(k), disability insurance
premiums and savings plan for 1999, 1998 and 1997 and health club dues for
1997.
Information Pertaining to Options of Certain Officers
The following table provides information with respect to Fai H. Chan and
Gary L. Cook concerning unexercised options to purchase eVision's common stock
held by them as of the end of the fiscal year ended September 30, 1999:
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<PAGE>
<TABLE>
<CAPTION>
Fiscal Year End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End at Fiscal Year End
Name Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- -------------------------- ---------------------------
<S> <C> <C>
Fai H. Chan ................ 8,000,000 / 1,000,000 $960,000 / $220,000
Gary L. Cook ............... 33,333 / 466,667 $7,333 / $102,667
</TABLE>
(1) Calculated by multiplying the difference between the exercise price and the
closing bid price of $0.42 per share by the applicable shares. Does not
give consideration to commissions or other market conditions.
The following table sets forth the individual grants of stock options made
during the fiscal year ended September 30, 1999, to each of the named executive
officers:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options Granted
Underlying to Employees in
Name Options Granted Fiscal Year Exercise Price Expiration Date
- ---- --------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C>
Fai H. Chan 8,000,000 42.2% $0.30 January 27, 2009
1,000,000 5.3% $0.20 November 24, 2008
Gary L. Cook 500,000 2.6% $0.20 November 24, 2008
</TABLE>
- -----------------------
Compensation Committee Interlocks and Insider Participation
eVision has no compensation committee and no officer or employee or former
officer of eVision or any of its subsidiaries during the fiscal year ended
September 30, 1999 participated in deliberations with eVision's Board of
Directors concerning executive officer compensation.
Stock Option Plans
On April 8, 1996, as amended on September 10, 1996, eVision adopted the
1996 Incentive and Nonstatutory Option Plan. The 1996 Plan authorizes the
granting of options to officers, directors, employees and consultants of eVision
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<PAGE>
to purchase 1,250,000 shares of eVision's common stock. No option may be granted
after April 8, 2006. As of February 29, 2000, no options were outstanding under
the 1996 Plan.
On April 8, 1996, as amended on February 19, 1997 and on November 25, 1998,
eVision adopted the September 1996 Incentive and Nonstatutory Option Plan. The
September 1996 Plan authorizes the granting of options to purchase 7,500,000
shares of eVision's common stock. No options may be granted after April 8, 2006.
As of February 29, 2000, options to purchase 5,632,841 shares of eVision's
common stock at $.20 to $2.80 per share through December 31, 2010 were
outstanding under the September 1996 Plan. Of such options, options to purchase
approximately 599,767 shares were exercisable provided that options to purchase
a total of 500,000 shares issued to two officers of eVision will not be
exercisable until and unless basic earnings per share of eVision for any fiscal
year commencing with the fiscal year ending September 30, 1999, are equal to or
exceed $0.10 per share.
As of February 29, 2000, eVision had also granted nonqualified stock
options to purchase 12,287,333 shares of eVision's common stock to certain
directors, officers, employees and consultants at exercise prices of between
$0.20 and $2.875 per share. These options expire in 2008 and 2010. As of
February 29, 2000, 8,430,000 of these options were exercisable.
Employee Stock Ownership Plan
On September 22, 1989, eVision's Board of Directors adopted an employee
stock ownership plan which provides in pertinent part that eVision may annually
contribute tax deductible funds to the ESOP, at its discretion, which are then
allocated to eVision's employees based upon the employees' wages in relation to
the total wages of all employees in the ESOP.
The ESOP provides that more than half of the assets in the ESOP must
consist of eVision's common stock. The ESOP is administered by a board of
trustees under the supervision of an advisory committee, both of which are
appointed by eVision's Board of Directors. As of February 29, 2000, the ESOP
owned 81,682 shares of eVision's common stock and no other marketable
securities. The shares are contributed at the discretion of the Board of
Directors. For the year ended September 30, 1999, no shares were contributed.
Employees become vested in the shares of eVision's common stock after six years
in the ESOP. Employees are 20% vested after two years, vesting an additional 20%
each year up to 100% after six years in the ESOP.
Savings Plan
eVision has two retirement saving plans covering all employees who are over
21 years of age and have completed one year of eligibility service. The plans
meet the qualifications of Section 401(k) of the Internal Revenue Code. Under
the plans, eligible employees can contribute through payroll deductions up to
15% of their base compensation. eVision makes a discretionary matching
contribution equal to a percentage of the employee's contribution.
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<PAGE>
Officers participate in the plans in the same manner as other employees.
eVision has no other bonus, profit sharing, pension, retirement, stock
purchase, deferred compensation or incentive plans.
Transactions with Management and Others and Certain Business Relationships
Global Med Technologies, Inc.
Except for Robert Jeffers, Jr., all of the officers and directors of
eVision are directors of Global Med Technologies, Inc. In April 1998, LIL
Capital, Inc., that formerly was a wholly owned subsidiary of eVision and that
was named Fronteer Capital, Inc., and Online Credit Limited committed to provide
to Global Med lines of credit for up to $1,650,000 and $1,500,000, respectively,
for a total combined loan commitment of $3,150,000 over the following twelve
months. LIL Capital subsequently assigned its commitment to eBanker along with a
warrant to purchase 5,000,000 shares of Global Med's common stock that was
received with the commitment. The loans bear interest calculated at a rate of
12% per annum and will mature April 15, 2000.
On October 7, 1998, eBanker, Online Credit, and Global Med entered into an
agreement whereby eBanker purchased, Online Credit sold and Global Med consented
to the sale of $1,000,000 principal amount of loans made by Online Credit to
Global Med along with a warrant to purchase an aggregate of 4,000,000 shares of
Global Med's common stock. eBanker paid Online Credit $1,100,000 for the loans
and warrant. The loans and warrant purchased by eBanker were a portion of loans
and warrant given pursuant to a joint loan commitment made by Online Credit and
LIL Capital for the benefit of Global Med described above. As of September 30,
1999, Global Med had $2,650,000 outstanding on these lines of credit and eBanker
held warrants to purchase an aggregate of 9,000,000 shares of Global Med's
common stock.
In May 1999, eBanker extended Global Med a $750,000 bridge loan commitment
of which $750,000 was drawn as of September 30, 1999. Outstanding principal
amounts under the loan are due December 31, 1999 and accrue at an interest rate
of 12%. This loan was extended through September 30, 2000 for a fee payable in
13,275 shares of Global Med common stock. The loan is convertible into common
shares of Global Med at $.50 per share. On October 4, 1999, eBanker extended to
Global Med a $2,000,000 bridge loan commitment, of which $1,000,000 has been
drawn. Outstanding principal amounts under the loan are due April 12, 2000 and
accrue at an interest rate of 12%.
On October 25, 1999, Global Med entered into a Lockup Agreement with
eBanker and a Lockup Agreement with eVision. The agreements provide that eBanker
and eVision will not, between October 25, 1999 and October 28, 2000, without
Global Med's prior written consent, publicly offer, sell, contract to sell,
grant any option for the sale of, or otherwise dispose of, directly or
indirectly, (i) warrants to purchase 9,000,000 shares of Global Med's common
stock at $0.25 per share held by eBanker or the warrants to purchase 1,000,000
shares of Global Med's common stock at $0.25 per share held by eVision and (ii)
any shares (the Shares, and, together with the warrants, the Securities) of
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<PAGE>
common stock issuable upon the exercise of the warrants; provided, however, that
eBanker or eVision may offer, sell, contract to sell, grant an option for the
sale of, or otherwise dispose of all or any part of the Securities or other such
security or instrument of Global Med during such period if such transaction is
private in nature and the transferee of such Securities or other securities or
instruments agrees, prior to such transaction, to be bound by all of the
provisions of the lockup agreements. In exchange for entering into the
agreements, eBanker and eVision were issued 450,000 shares and 50,000 shares of
common stock of Global Med, respectively.
In addition, the agreements provide (i) eBanker and eVision will not be
restricted from disposing of the Securities in the event that an unaffiliated
third party commences a tender offer for the outstanding common stock, and (ii)
eBanker and eVision will not be restricted from disposing of 450,000 and 50,000
shares, respectively, of the Securities in the aggregate if the closing sale
price for the Global Med common stock on the principal market on which it then
trades equals or exceeds $5.00 per share for any ten consecutive trading day
period preceding the date of such sale, and (iii) that there will be no
restrictions upon the ability of eBanker or eVision to exercise the warrants.
Online Credit International Limited
Messrs. Fai H. Chan, Robert H. Trapp, Kwok Jen Fong and Tony T.W. Chan are
all directors of Online International, and Mr. Fai H. Chan is the Chairman and
Managing Director of Online International.
Convertible Debentures
eVision previously sold Online Credit a ten year $4,000,000 10% convertible
debenture that is convertible into shares of common stock of eVision at a price
of $0.53125 per share until December 15, 2007, unless sooner paid, and an option
to purchase an $11,000,000 10% convertible debenture that was convertible into
shares of common stock of eVision at a price of $0.61 per share until ten years
from the date of issue unless sooner paid. Subsequently, Online Credit partially
exercised the option and purchased additional 10% convertible debentures
totaling $2,500,000. On September 23, 1998, Online Credit and eVision agreed to
amend the terms of the remaining $8,500,000 of the $11,000,000 10% convertible
debenture by increasing the interest rate to 12%, changing the conversion price
to the lower of $0.35 or the fair market value per share and changing the
default conversion price to $0.10 per share. As of December 31, 1999, Online
Credit had purchased a total of $8,000,000 of convertible debentures, of which
$1,000,000 were purchased during the year ended September 30, 1999. The option
to purchase the $11,000,000 12% convertible debenture has $7,000,000 available
remaining under option. The principal is due in ten years, except for one
installment of $500,000 that was due March 1999. The installment due date was
extended to March 2000. eVision paid Online Credit a fee of 5%, or $25,000, paid
in 44,092 common shares of eVision for the extension as determined by the
average closing bid price of eVision's common stock for 15 business days prior
to March 23, 1999, or $0.567 per share.
45
<PAGE>
Each 12% convertible debenture that Online Credit or its designee receives
will bear interest at a rate of 12% per annum and interest only will be payable
quarterly with the final payment of the entire unpaid principal balance and all
accrued and unpaid interest, if not sooner paid, due and payable five years
after the date of issuance. Interest is payable in cash or in shares of
eVision's common stock at the election of Online Credit or its designee. Each
12% convertible debenture will be convertible into shares of eVision's common
stock at a price equal to the lower of $0.35 or the market price of eVision's
common stock at the time of conversion. In the case of default, the conversion
price will be $0.10 per share of eVision's common stock.
Interest payments of approximately $1,215,656 that were accrued through
September 30, 1999, arising out of convertible debentures acquired pursuant to
the convertible debenture agreement, were paid by the issuance of 2,410,800
shares of common stock. The values of the shares of common stock were determined
in accordance with the convertible debenture agreement. eVision has not issued
any additional shares of its common stock to pay accrued interest arising out of
the convertible debentures between October 1, 1999 and February 28, 2000.
Convertible Series B-1 Preferred Stock Dividend Guaranty
Online International has guaranteed through October 31, 2002, the payment
of each annual 8% cash dividend on the Convertible Series B-1 Preferred Stock
that is being offered by eVision if such dividend is not paid by eVision. In
consideration for making such guaranty, eVision issued an affiliate of Online
International 250,000 shares of eVision's common stock which had a value of
$62,500 based on the closing price of $0.25 per share of the common stock on the
date of the agreement. If Online International is required to make payment as a
result of its guaranty, Online International or its designee will receive a 12%
convertible debenture equivalent to the amount that Online International is
required to pay on the guaranty unless the act of eVision in giving Online
International or its designee the 12% convertible debenture would be deemed to
be an illegal distribution under the Colorado Business Corporation Act. In such
event, Online International or its designee would receive, instead of a 12%
convertible debenture, the number of shares of common stock as is equal to the
total amount of the dividend paid divided by 90% of the conversion price of the
common stock as defined in the 12% convertible debenture. In general, the
conversion price of the convertible debenture will be the market price of the
common stock on the date of conversion.
Online International has advised eVision that Online International would,
at this time, have sufficient liquid assets to pay on its guaranty if it were
required to do so. There are no assurances, however, that Online International
will have sufficient assets to pay on its guaranty if it were required to do so
in the future.
46
<PAGE>
LIL Capital, Inc.
Since January 1, 1998, LIL Capital, which received the proceeds of the
$4,000,000 convertible debenture purchased by Online Credit in December 1997
pursuant to the convertible debenture agreement, used a portion of the proceeds
to purchase shares of the common stock of Online International in open market
transactions on the Hong Kong Stock Exchange. Fai H. Chan and Robert H. Trapp
are the directors and officers of LIL Capital and are directors of Online
International, which owns Online Credit. In addition, Mr. Chan beneficially owns
approximately 11% of the outstanding common stock of Online International. LIL
Capital was sold by eVision in July 1999 for $3,000,000, which was paid in the
form of $150,000 cash at closing and a promissory note in the amount of
$2,850,000, due in one year and bearing interest at a rate of 14% per annum.
On March 21, 2000, Ladsleigh sold eVision a ten year option to reacquire
all of the outstanding stock of LIL Capital. The price of the option was
$250,000. eVision may exercise the option by canceling the $2,850,000 promissory
note and all accrued interest thereon that was issued by Ladsleigh to eVision in
connection with the purchase by Ladsleigh of LIL Capital. The assets of LIL
Capital consist primarily of the assets previously sold to Ladsleigh. Call
options for 109,600,000 shares of Online International that are included as a
part of the assets of LIL Capital have been sold by LIL Capital to unaffiliated
parties. An option for 100,000,000 shares has an exercise price of approximately
$0.046 per share and an option for 4,600,000 shares has an exercise price of
approximately $0.052 per share. Neither of these two options may be exercised
until the common stock of Online International trades at approximately $0.19 per
share or higher. The remaining option for 5,000,000 shares is exercisable at an
average price of approximately $0.052 per share. All of the options expire on
July 25, 2000.
eBanker
Messrs. Fai H. Chan, Kwok Jen Fong and Robert H. Trapp are directors of
eBanker and Messrs. Fai H. Chan, Robert H. Trapp and Gary L. Cook are officers
of eBanker. In March, 1999, the board of directors of Fronteer Development, with
the approval of eVision, agreed to cause Fronteer Development to merge into
eBanker USA.com, Inc., which was a Colorado corporation formed for the merger.
The merger was effective March 4, 1999. As a result of the merger, the Fronteer
Development Class B Common Stock, which had a 30 to 1 voting preference and was
owned by eVision (giving eVision 96% of the voting power and 46% of the equity
interest), was exchanged for an equivalent number of shares of eBanker common
stock. The eBanker common stock has one vote per share. After the merger,
eVision held 46% of the voting and equity interest in eBanker. In addition, the
articles of incorporation of eBanker designated a share of Series A Preferred
Stock. The Series A Preferred Stock gives the holder 50% of the vote in the
election of Directors of eBanker. eBanker sold the Series A Preferred Stock for
$1,000 to eVision.
47
<PAGE>
eBanker has entered into a management agreement with eVision to assist in
the management of eBanker's business including providing assistance in (i) the
identification of lending opportunities, (ii) credit analysis of potential
borrowers, (iii) structure of loans, including yield-enhancing equity
participation and collateral arrangements and (iv) administration of loans. In
exchange for such services, eVision is entitled to an annual fee equal to 10% of
eBanker's pretax profits as determined from eBanker's annual audited financial
statements. eBanker paid a fee of $87,695 to eVision during eVision's fiscal
year ended September 30, 1999. During the fiscal year ended September 30, 1999,
eBanker incurred $80,000 in costs and expenses outside the terms of the
management agreement that were paid for by eVision and reimbursed by eBanker.
In March 2000, eVision acquired 307,692 units of eBanker, with each unit
consisting of one share of eBanker common stock, a warrant to purchase one share
of eBanker common stock at an exercise price of $8.00 per share for five years
and a warrant to purchase one share of eBanker common stock at an exercise price
of $9.00 per share for five years. eVision paid an aggregate purchase price of
$1,999,998 for the units. eBanker did not pay any commissions on this
transaction. eVision's acquisition of the units increases its beneficial
ownership in eBanker to 49%.
Q6 Technologies, Inc.
Messrs. Fai H. Chan and Jeffrey M. Busch are directors of Q6 Technologies,
Inc., and Messrs. Jeffrey M. Busch and Gary L. Cook are officers of Q6
Technologies. In June 1999, eVision entered into an exchange and sale of stock
agreement with Q6 Technologies. Pursuant to the agreement eVision agreed to
exchange its 130,494,385 shares of Secutron common stock, which represented
72.80% of the outstanding common stock, and $100,000 for 5,555,556 shares of
Class B common stock of Q6 Technologies.
Q6 Technologies determined that the Secutron business was not an
appropriate part of Q6 Technologies' long-term business strategy. Effective
December 17, 1999, Q6 Technologies sold its ownership interests in Secutron and
its wholly owned subsidiary, MidRange, back to eVision in return for the
cancellation of 5,000,000 shares of Class B Common Stock of Q6 Technologies
previously issued to eVision.
eVision continues to hold 944,444 shares (21% as of December 31, 1999) of
the outstanding Class A Common Stock and 555,556 shares (9% as of December 31,
1999) of the outstanding Class B Common Stock of Q6 Technologies, which
represented 20% of the total voting rights of Q6 Technologies at that time.
eVision's subsidiary, American Fronteer, also acquired 500,000 shares of Class B
Common Stock of Q6 Technologies in February 2000 and may be entitled to receive
an additional 1,000,000 shares of Class B Common Stock on or before March 31,
2000 in the event that it satisfies certain criteria in connection with acting
as the placement agent for a private offering by Q6 Technologies. The holders of
Class A Common Stock and Class B Common Stock of Q6 Technologies have 10 votes,
and one vote, respectively, for each share held in their name and the Class A
Common Stock and the Class B Common Stock vote together as a single class on all
matters as to which holders of common stock of Q6 Technologies are entitled to
vote.
48
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of February 29, 2000, the number of
shares of eVision's outstanding common stock beneficially owned by each of
eVision's current directors and executive officers, sets forth the number of
shares of eVision's common stock beneficially owned by all of eVision's current
executive officers and directors as a group, and sets forth the number of shares
of common stock owned by each person who owned of record, or was known to own
beneficially, more than 5% of eVision's outstanding shares of common stock:
Amount and
Nature of
Name and Address of Beneficial Beneficial Percent of
Owner or Name of Officer or Director Ownership(l)(2) Class(2)
- ------------------------------------ --------------- ----------
Fai H. Chan 51,861,520(3)(9) 76%
Bank of Communications Tower
10th Floor
231-235 Gloucester Road
Wanchai, Hong Kong 040
Robert H. Trapp 380,000(4)(5) 2%
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
Kwok Jen Fong 150,000(5)(6) **%
7 Temasek Blvd #43-03
Suntec Tower One
Singapore 038987
Jeffrey M. Busch 100,000(10) **%
3828 Kennett Pike, Suite 206
Greenville, DE 19807
Robert Jeffers, Jr. 46,000(11) **%
6101 16th St. SW Suite 511
Washington, DC 20011
Tony T. W. Chan 30,000(7) **%
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
Gary L. Cook 286,949(8) 1%
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
All officers and directors 52,854,469(9) 76%
As a group (7 persons)
49
<PAGE>
Amount and
Nature of
Name and Address of Beneficial Beneficial Percent of
Owner or Name of Officer or Director Ownership(l)(2) Class(2)
- ------------------------------------ --------------- ----------
Online Credit International Limited 43,661,520(9) 73%
Bank of Communications Tower
10th Floor
231-235 Gloucester Road
Wanchai, Hong Kong 040
**Less than 1%.
(1) Except as indicated below, each person has the sole voting and/or
investment power over the shares indicated.
(2) Holders of outstanding shares of Convertible Series B-1 will vote on all
matters together as a class with the holders of outstanding shares of
common stock. Therefore, the "Percent of Class" column is calculated as a
percentage of a class that includes the outstanding common stock and the
outstanding Convertible Series B-1.
(3) Includes 8,200,000 shares underlying stock options, of which 200,000 shares
are exercisable only if the basic earnings per share of the Company for any
fiscal year commencing with the fiscal year ended September 30, 1999, are
equal to or exceed $0.10 per share. Also includes 43,661,520 shares of
Common Stock beneficially owned by Online Credit International Limited. Mr.
Chan is an executive officer, a director and an 11% stockholder of Online
International.
(4) Consists of 360,000 shares underlying stock options and 20,000 shares
underlying warrants.
(5) Messrs. Trapp and Fong are directors of Online International. Messrs. Trapp
and Fong disclaim beneficial ownership of the shares beneficially owned by
Online International.
(6) Consists of 150,000 shares underlying stock options.
(7) Consists of 30,000 shares underlying warrants.
(8) Consists of 240,000 shares underlying stock options, 30,000 shares
underlying warrants and 16,949 shares held in eVision's 401k Plan.
(9) Includes 35,913,487 shares underlying convertible debentures owned or that
may be acquired upon exercise of an option. Online International is the
parent company of Heng Fung Capital [S] Private Limited. Heng Fung Private
is the parent company of Online Credit Ltd. 43,411,520 of the shares
beneficially owned by Online International are beneficially owned by Heng
50
<PAGE>
Fung Private, of which 38,718,379 of the shares are beneficially owned by
Online Credit. Of the 38,718,379 shares beneficially owned by Online
Credit, 35,913,487 of the shares are beneficially owned pursuant to a
convertible debenture agreement.
(10) Consists of 100,000 shares underlying stock options.
(11) Consists of 46,000 common shares received from exercise of stock options.
Limitation of Liability and Indemnification
eVision's articles of incorporation state that the liability of a director
of eVision to eVision shall be eliminated to the fullest extent permitted under
applicable Colorado law, as well as by any statutory amendments that expand the
elimination or limitations of such liability. The articles further provide that
any repeal or modification of the applicable section by stockholders of eVision
shall not adversely affect any right or protection of a director of eVision
existing at the time of such repeal or modification.
eVision's articles of incorporation provide that pursuant to applicable
state law, each director, officer, employee, fiduciary or agent of eVision (and
his heirs, executors and administrators) shall be indemnified by eVision against
expenses reasonably incurred by or imposed upon him in connection with or
arising out of any action, suit or proceeding in which he may be involved or to
which he may be made a party by reason of his being or having been a director,
officer, employee, fiduciary or agent of eVision, or at its request of any other
corporation of which it is a shareholder or creditor and from which he is not
entitled to be indemnified (whether or not he continues to be a director,
officer, employee, fiduciary or agent at the time of imposing or incurring such
expenses), except in respect of matters as to which he shall be finally adjudged
in such action, suit or proceeding to be liable for negligence or misconduct.
Subject to applicable state law, in the event of a settlement of any such
action, suit or proceeding, indemnification shall be provided only in connection
with such matters covered by the settlement as to which eVision is advised by
counsel that the person to be indemnified did not commit a breach of duty.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and control persons of eVision
pursuant to the foregoing provisions, or otherwise, eVision has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
MARKET FOR eVISION'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
Market Information
eVision's common stock was traded on the Nasdaq SmallCap Market under the
symbol FDIR from March 27, 1989 to October 21, 1998, when it began trading on
the OTC Bulletin Board. eVision's common stock is now traded under the symbol
EVIS. The following table shows the range of high and low closing bid quotations
for the common stock, for each quarterly period since October 1, 1997. These
51
<PAGE>
quotations represent prices between dealers and do not include retail markups,
markdowns, or commissions and may not necessarily represent actual transactions.
Fiscal Quarter Ended: High Low
- -------------------- ---- ---
December 31, 1999 $ 2.640 $ 0.395
September 30, 1999 0.910 0.420
June 30, 1999 1.280 0.460
March 31, 1999 0.875 0.180
December 31, 1998 0.375 0.063
September 30, 1998 0.813 0.313
June 30, 1998 1.031 0.688
March 31, 1998 1.281 0.656
December 31, 1997 0.750 0.406
Trading in eVision's common stock is currently conducted in the non-Nasdaq
over-the-counter market in what is commonly referred to as the electronic
bulletin board. As a result, an investor may find it more difficult to dispose
of or to obtain accurate quotations as to the market value of eVision's common
stock. In addition, eVision is subject to a rule promulgated by the Commission
which provides that various sales practice requirements are imposed on
broker/dealers who sell eVision's common stock to persons other than established
customers and accredited investors. For these types of transactions, the
broker/dealer has to make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transactions prior to
sale. Consequently, the rule may have an adverse effect on the ability of
broker/dealers to sell eVision's common stock, which may affect the ability of
purchasers to sell eVision's common stock in the market.
Holders
As of February 29, 2000, eVision had approximately 5,000 holders of record
of its common stock.
Dividends
eVision has not declared cash dividends on its common stock since its
inception and eVision does not anticipate paying any dividends in the
foreseeable future. eVision is currently precluded from paying dividends on its
common stock by a convertible debenture agreement.
52
<PAGE>
SELLING SECURITYHOLDERS
The following tables set forth certain information regarding the shares of
common stock owned as of March 13, 2000, by each selling securityholder as
adjusted to reflect the sale by all selling securityholders of the shares of
common stock offered in this prospectus. The tables indicate:
o any position, office or other material relationship with eVision that
the selling securityholder had within the past three years;
o eVision's estimate, assuming no gifts, pledges or sales pursuant to
Rule 144, of the number of shares of common stock owned by such
selling securityholder prior to the offering; and
o the maximum number of shares of common stock to be offered for such
selling securityholder's account and the amount and the percentage (if
one percent or more and calculated as if the selling security holder
were the sole seller of shares pursuant to this prospectus) of the
shares of common stock to be owned by the selling securityholder after
completion of the offering (assuming the selling securityholder sells
the maximum number of shares of common stock).
The tables do not include any shares of common stock that may be owned by a
selling securityholder in a 401(k) plan or that may be issuable to a selling
securityholder upon the exercise of options or other warrants or the conversion
of securities other than the Convertible Series B-1.
The selling securityholders are not required, and may choose not, to sell
any of their shares of common stock. Further, certain of the selling
securityholders may have already sold their shares of common stock prior to the
date of this prospectus.
<TABLE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
Ableman, Robert L..................................... 100,000 50,000 50,000 *
Adams, Greg .......................................... 10,000 5,000 5,000 *
Adams, Greg, IRA ..................................... 30,000 15,000 15,000 *
Alfano, Michael J..................................... 50,000 25,000 25,000 *
Alix Lowen Brown Trust ............................... 14,000 7,000 7,000 *
Amantea Restaurant, Inc. ............................. 50,000 25,000 25,000 *
53
<PAGE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
American Fronteer Financial Corporation (2) .......... 144,274 144,274 -- *
Amos, Marshall C ..................................... 50,000 25,000 25,000 *
Andriani, Michael & Robert ........................... 72,000 36,000 36,000 *
Argo, Harry M ........................................ 25,000 12,500 12,500 *
Artzer, Dennis C., M.D ............................... 100,000 50,000 50,000 *
Bacon, William and Cheryl ............................ 10,000 5,000 5,000 *
Bagnulo, Mike(1) ..................................... 3,000 3,000 -- *
Baier, David D ....................................... 25,000 12,500 12,500 *
Baldwin, C. Lewis .................................... 34,090 17,045 17,045 *
Baldwin, Charles P. and Carolyn S .................... 50,000 25,000 25,000 *
Barbara A. Drake, Trustee u/a DTD 1/27/94
FBO Barbara A. Drake, et al. ............ ............ 50,000 25,000 25,000 *
Barnett, Robert E. and Deidre M ...................... 50,000 25,000 25,000 *
Basile, Joseph A. and Mary S ......................... 50,000 25,000 25,000 *
Beard, John H. and Karen J ........................... 50,000 25,000 25,000 *
Belcher, Richard G. and Hays, Frances P .............. 50,000 25,000 25,000 *
Bell, Clay ........................................... 110,000 55,000 55,000 *
Blackman, IV, Edward G. (1) .......................... 20,000 20,000 -- *
Blosfeld, Jerald W ................................... 100,000 50,000 50,000 *
Bobich, Jody(1) ...................................... 1,000 1,000 -- *
Bondra, Peter and Luba ............................... 200,000 100,000 100,000 *
Boney, Samuel D ...................................... 25,000 12,500 12,500 *
Branscome, Darrell R ................................. 25,000 12,500 12,500 *
Brown, Gilbert M.
Martino, Lawrence P.
Eagle, Charles - JTWROS............................... 50,000 25,000 25,000 *
Buckner, Jerry ....................................... 50,000 25,000 25,000 *
Bustillos, Fran(1) ................................... 1,000 1,000 -- *
Carlim, Inc. d/b/a Crusoe's .......................... 50,000 25,000 25,000 *
Carvell, John ........................................ 65,000 32,500 32,500 *
Caslavka, Lynne and Georgina ......................... 25,000 12,500 12,500 *
Chan, Tony(1) ........................................ 30,000 30,000 -- *
Chancy, Phyllis ...................................... 50,000 25,000 25,000 *
Chancy, Phyllis ...................................... 20,000 10,000 10,000 *
54
<PAGE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
Chandler, Michael and Cindy .......................... 32,000 16,000 16,000 *
Chen, Winston(1) ..................................... 1,000 1,000 -- *
Cobb, James B ........................................ 50,000 25,000 25,000 *
Cohen, Alan David .................................... 25,000 12,500 12,500 *
Coker, Robert E ...................................... 50,000 25,000 25,000 *
Colarusso, Antonio Antonio
Scacciavillani, Fabio . ........................... 56,000 28,000 28,000 *
Comer, Cralle Z ...................................... 50,000 25,000 25,000 *
Consulting Gov't on Procurement, J S Sansone ......... 110,000 55,000 55,000 *
Contract Systems Installations, Inc. ................. 20,000 10,000 10,000 *
Cook, Gary(1) ........................................ 30,000 30,000 -- *
Courembis, John L. and Miriam G ...................... 50,000 25,000 25,000 *
Croonquist, Robert D ................................. 450,000 225,000 225,000 *
Davis, Roger(1) ...................................... 3,000 3,000 -- *
Deeds, David E ....................................... 400,000 200,000 200,000 *
Dominick, Kathy(1) ................................... 2,000 2,000 --
Donnelly, Jerry(1) ................................... 7,500 7,500 -- *
Elliott, Wendell D ................................... 70,000 35,000 35,000 *
Ellison, Richard L ................................... 80,000 40,000 40,000 *
Erickson, John F ..................................... 30,000 15,000 15,000 *
Fiorino, Thomas D .................................... 50,000 25,000 25,000 *
Fishbein, Steve(1) ................................... 4,000 4,000 -- *
Flynn Investments .................................... 100,000 50,000 50,000 *
Flynn, Terri L ....................................... 100,000 50,000 50,000 *
Folio, Andrew ........................................ 70,000 35,000 35,000 *
Folio, Stephen and Diane S. Folio .................... 50,000 25,000 25,000 *
Ford, Dennis ......................................... 32,000 16,000 16,000 *
Francis Electric ..................................... 50,000 25,000 25,000 *
Gamello, Bill(1) ..................................... 3,000 3,000 -- *
Gamello, Guy(1) ...................................... 5,000 5,000 -- *
Garner R. Stroud Living Trust, Garner R.
Stroud TTEE DTD 5/6/86 ............................ 100,000 50,000 50,000 *
Gerson, Ervin H ...................................... 25,000 12,500 12,500 *
55
<PAGE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
Gerson, Ervin H., P.C., MPPP and Ervin H.
Gerson Trustee ...................................... 11,640 5,820 5,820 *
Gerson, Ervin H., P.C., PSRP and Ervin H.
Gerson Trustee ...................................... 13,360 6,680 6,680 *
Gilbert Brown Associates, Ltd. Profit Sharing
Trust ............................................... 21,000 10,500 10,500 *
Gilbert M. Brown IRA ................................ 15,000 7,500 7,500 *
Goddard, Kennith L .................................. 100,000 50,000 50,000 *
Goodwin, William Bruce .............................. 72,000 36,000 36,000 *
Gotthelf, William A ................................. 25,000 12,500 12,500 *
Gozlan, Maurice and Stacy ........................... 200,000 100,000 100,000 *
Graham, Nancy P ..................................... 50,000 25,000 25,000 *
Great Atlantic Graphics, Inc. ....................... 50,000 25,000 25,000 *
Green, Ronald P ..................................... 100,000 50,000 50,000 *
Grundeman, Frederic E ............................... 30,000 15,000 15,000 *
Gutirrez, Mae(1) .................................... 1,000 1,000 -- *
Gwyn, Clayborne B ................................... 50,000 25,000 25,000 *
Hampson, John K ..................................... 50,000 25,000 25,000 *
Hawkins, Russell and Temby, Margot .................. 60,000 30,000 30,000 *
Hayes, Frances ...................................... 50,000 25,000 25,000 *
Herring, Sara(1) .................................... 1,000 1,000 -- *
Higgins, Kenneth R. and Sherry A .................... 25,000 12,500 12,500 *
Hoherz, David G. and Debra K ........................ 30,000 15,000 15,000 *
Holman, Mark(1) ..................................... 3,000 3,000 -- *
Imhoff, Lowell Dean ................................. 25,000 12,500 12,500 *
Jancso, James D. and Camille U ...................... 60,000 30,000 30,000 *
Janes, Roger V ...................................... 25,000 12,500 12,500 *
Johnson, Donna(1) ................................... 3,000 3,000 -- *
Johnson, Robert L ................................... 110,000 55,000 55,000 *
Kauders, Andrew E ................................... 50,000 25,000 25,000 *
Kausch, Bob(1) ...................................... 12,500 12,500 -- *
Kay, Richard ........................................ 200,000 100,000 100,000 *
Keith, Lawrence and Jeanne, JTWROS .................. 40,000 20,000 20,000 *
Kennefick, James F .................................. 100,000 50,000 50,000 *
56
<PAGE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
Kerr, Laura(1) ...................................... 3,000 3,000 -- *
Kirkpatrick Petis Cust. for Charles E.
Nightengale, IRA .................................... 150,000 75,000 75,000 *
Kittrell, Floyd L. and Rush F ....................... 119,000 59,500 59,500 *
Klinghoffer, Edward M ............................... 50,000 25,000 25,000 *
Komatz Joint Account ................................ 50,000 25,000 25,000 *
Krueger, Ross T., M.D ............................... 60,000 30,000 30,000 *
Larry Silverstein IRA ............................... 100,000 50,000 50,000 *
Laseter, Bill(1) .................................... 3,000 3,000 -- *
Lazzara, Joseph E ................................... 50,000 25,000 25,000 *
Lee, Forrest and Mary ............................... 60,000 30,000 30,000 *
Lee, Jr., F. Walton ................................. 60,000 30,000 30,000 *
Lentine, Amy(1) ..................................... 3,000 3,000 -- *
Leonard, Richard John Nicholl ....................... 97,000 48,500 48,500 *
Leopoldus, Julie(1) ................................. 2,000 2,000 -- *
Lindvall, Jon R. and Laurie A ....................... 20,000 10,000 10,000 *
Lippert, Donald J ................................... 8,000 4,000 4,000 *
Loewenstein, Mark A ................................. 60,000 30,000 30,000 *
Lojko, Marie(1) ..................................... 10,000 10,000 -- *
Lutz, James ......................................... 20,000 10,000 10,000 *
Madfis, John ........................................ 25,000 12,500 12,500 *
Manuel, E. Pat ...................................... 100,000 50,000 50,000 *
Mason, Gary R., M.D ................................. 50,000 25,000 25,000 *
McClanahan, William I. And Barbara T ................ 50,000 25,000 25,000 *
McCoy, Daniel W ..................................... 30,000 15,000 15,000 *
McGuire, Maja(1) .................................... 1,000 1,000 -- *
McIntosh, Jenni(1) .................................. 1,000 1,000 -- *
McKee, Del J ........................................ 20,000 10,000 10,000 *
McLeod, Latrelle S .................................. 50,000 25,000 25,000 *
Mercantile Bank Custodian for Cotton-O'Neil
Clinic PA Profit Sharing Plan ....................... 150,000 75,000 75,000 *
Mercantile Bank of Topeka for Cotton-O'Neil
Clinic Employees Profit Sharing Trust FBO
Howard N. Ward ...................................... 200,000 100,000 100,000 *
Meyers, Michael A ................................... 16,000 8,000 8,000 *
57
<PAGE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
Moran, John L ....................................... 100,000 50,000 50,000 *
Motarjeme, Rich(1) .................................. 20,000 20,000 -- *
Nakamura, Tadahiko .................................. 560,000 280,000 280,000 1.22%
Novey, Kurt(1) ...................................... 10,000 10,000 -- *
Nuckols, Jr., Harry T ............................... 50,000 25,000 25,000 *
Online Credit, Ltd. (3) ............................. 18,718,379 15,913,487 2,804,892 11.04%
Padilla, Joe(1) ..................................... 10,000 10,000 -- *
Palermo, Romaine .................................... 77,500 38,750 38,750 *
Pearson, Wilbert D .................................. 50,000 25,000 25,000 *
Pettett, Charles L .................................. 50,000 25,000 25,000 *
Pholeric, John F., Jr ............................... 50,000 25,000 25,000 *
Pickels, Curtis L., IRA ............................. 50,000 25,000 25,000 *
Pierantozzi, Al(1) .................................. 20,000 20,000 -- *
Pivonka, Michal and Renata .......................... 200,000 100,000 100,000 *
PM2 Money Purchase Plan Trust
Trustee: Joseph F. Hering .......................... 50,000 25,000 25,000 *
Poole, Vannette F ................................... 100,000 50,000 50,000 *
Powell, Charlie(1) .................................. 1,000 1,000 -- *
Powers, Bill(1) ..................................... 10,000 10,000 -- *
Pyle, Robert C ...................................... 50,000 25,000 25,000 *
Rasure, Richard and Sidney .......................... 28,000 14,000 14,000 *
Rauschkolb, Edward .................................. 25,000 12,500 12,500 *
Reinstein, Mark E. (1) .............................. 20,000 20,000 -- *
Reitan, Ralph M ..................................... 500,000 250,000 250,000 1.09%
Riemensnider, Heather(1) ............................ 3,000 3,000 -- *
Road & Show Cellular Eng-Chye Low ................... 50,000 25,000 25,000 *
Robert T. Marsh Trust, Robert T. and Helen J.
Marsh Co-Trustees ................................... 20,000 10,000 10,000 *
Rollins, Lawson ..................................... 50,000 25,000 25,000 *
Ruggiero, Richard J. and Maryanne ................... 50,000 25,000 25,000 *
Rutherford, Jim(1) .................................. 5,000 5,000 -- *
Samu, Michael(1) .................................... 1,000 1,000 -- *
Sauble, George R .................................... 20,000 10,000 10,000 *
Schelich, Ardell J., Trustee ........................ 100,000 50,000 50,000 *
58
<PAGE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
Schulze, Donna ........................................ 10,000 10,000 -- *
Schumacher, Eugene P. and Mary H ...................... 50,000 25,000 25,000 *
Sears, Patricia A., IRA ............................... 72,000 36,000 36,000 *
Sharpoo, Inc. ......................................... 20,000 10,000 10,000 *
Shipp, Bernard ........................................ 100,000 50,000 50,000 *
Shirley, Edward Wendell & Jane Rose JTWROS ............ 50,000 25,000 25,000 *
Shuster, John(1) ...................................... 30,000 30,000 -- *
Silverstein, Benjamin and Gertrude .................... 100,000 50,000 50,000 *
Silverstein, Larry .................................... 150,000 75,000 75,000 *
Simbana, J.C.(1) ...................................... 1,000 1,000 -- *
Simmons, Crystal and Fred ............................. 68,000 34,000 34,000 *
Sims, Phillip T. and Brenda F ......................... 100,000 50,000 50,000 *
Slosberg, Barry ....................................... 100,000 50,000 50,000 *
Smith, Brook T ........................................ 50,000 25,000 25,000 *
Smith, Charles E ...................................... 25,000 12,500 12,500 *
Smith, Larry B ........................................ 90,000 45,000 45,000 *
Smitten, Jeffrey C .................................... 18,000 9,000 9,000 *
Smitten, Steve(1) ..................................... 30,000 30,000 -- *
Sommervold, Charles and Glenyce ....................... 22,736 11,368 11,368 *
Southwest Crop Insurance .............................. 50,000 25,000 25,000 *
Spahn, Terri(1) ....................................... 3,000 3,000 -- *
Streett, Robert W. TTEE Robert E. Streett Rev Trust ... 200,000 100,000 100,000 *
Stroud, Eric(1) ....................................... 10,000 10,000 -- *
Tacinelli, Joseph V ................................... 50,000 25,000 25,000 *
Taggart, Robert (1) ................................... 59,586 59,586 -- *
Taggart, Troy G. (1) .................................. 30,000 30,000 -- *
Teele, William R ...................................... 100,000 50,000 50,000 *
TGC Diamond Family L.P. ............................... 15,000 7,500 7,500 *
Thompson, George D .................................... 50,000 25,000 25,000 *
TMM Inc. .............................................. 28,000 14,000 14,000 *
Trapp, Robert(1) ...................................... 20,000 20,000 -- *
Tritt, Charles C ...................................... 50,000 25,000 25,000 *
59
<PAGE>
<CAPTION>
Shares
Being
Shares Offered Shares Percent of
Owned That Owned Outstanding
Prior to Underly After Shares Owned
Name Offering Warrants Offering After Offering
- ---- -------- -------- -------- --------------
<S> <C> <C> <C> <C>
Vendegnia, George V. and Teresa L. VonFeldt ......... 20,000 10,000 10,000 *
Wagner, James F. and Kathryn J ...................... 20,000 10,000 10,000 *
Wall, Howard ........................................ 150,000 75,000 75,000 *
Weber, Thomas A ..................................... 50,000 25,000 25,000 *
Weinstein, Lawrence W. and Michelle B ............... 50,000 25,000 25,000 *
Weir, David(1) ...................................... 10,000 10,000 -- *
Whitehead, George E ................................. 120,000 60,000 60,000 *
Wikle, Luther M ..................................... 150,000 75,000 75,000 *
Williams, Junior and Ruby ........................... 200,000 100,000 100,000 *
Williams, Martin G., Jr ............................. 50,000 25,000 25,000 *
Wilson, James Michael ............................... 90,000 45,000 45,000 *
Wing, Steve(1) ...................................... 1,000 1,000 -- *
Wolfson, Deborah .................................... 100,000 50,000 50,000 *
Yamamoto, Takuya .................................... 80,000 40,000 40,000 *
Yarbrough, Harvey and Charlotte ..................... 50,000 25,000 25,000 *
Yslas, Blas(1) ...................................... 3,000 3,000 -- *
---------- ---------- ---------
Totals .............................................. 31,091,565 22,403,010 8,688,555
</TABLE>
60
<PAGE>
<TABLE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Ableman, Robert L ............................................... 50,000 50,000 -- *
Advent Fund ..................................................... 200,000 200,000 -- *
Alinder, Robert & Margaret ...................................... 50,000 50,000 -- *
Anton, Mark ..................................................... 28,000 28,000 -- *
Ashbeck, Richard ................................................ 25,000 25,000 -- *
Au, Jenny & Alvin ............................................... 25,000 25,000 -- *
Austin, Stephen C ............................................... 25,000 25,000 -- *
Babbitt, Samuel F ............................................... 25,000 25,000 -- *
Bach, Larry & Susan ............................................. 25,000 25,000 -- *
Bagdasarian, Alain -Delaware Charter IRA
Rollover ........................................................ 75,000 75,000 -- *
Baghdoian, Dr. Michael .......................................... 25,000 25,000 -- *
Baird, Michael D ................................................ 25,000 25,000 -- *
Balli, Frederick K., Jr ......................................... 1,000,000 1,000,000 -- *
Barcroft, Victor ................................................ 100,000 100,000 -- *
Barrett, John Edward Trust #101 U/A Dtd
11/11/93 FBO John Edward Barrett, Ttee .......................... 25,000 25,000 -- *
Barrier, Ron - Delaware Charter IRA ............................. 25,000 25,000 -- *
Bartaletti, Blake ............................................... 25,000 25,000 -- *
Batenburg, Richard M ............................................ 25,000 25,000 -- *
Bates, Joe T. & Frances J ....................................... 25,000 25,000 -- *
Beaver, Dean .................................................... 225,000 225,000 -- *
Beaver, Donald & Barbara ........................................ 25,000 25,000 -- *
Beck, Branden C ................................................. 25,000 25,000 -- *
61
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Belcher, Richard & Hays, Frances ................................ 25,000 25,000 -- *
Bell, Clay ...................................................... 55,000 55,000 -- *
Berkowitz, David - Delaware Charter SEP-IRA ..................... 25,000 25,000 -- *
Beyer, Thomas ................................................... 30,000 30,000 -- *
Billy Barton, Inc. .............................................. 25,000 25,000 -- *
Bishop, Mary L .................................................. 25,000 25,000 -- *
Bittner, Ray A. & Darlene M ..................................... 25,000 25,000 -- *
Blair, Landen, Delaware Charter, IRA ............................ 25,000 25,000 -- *
Bliss, Verne F., Jr ............................................. 50,000 50,000 -- *
Blum, Fred, Delaware Charter IRA Rollover ....................... 25,000 25,000 -- *
Blum, Norm ...................................................... 50,000 50,000 -- *
Boo Trust, Ramona Barrett, Ttee ................................. 25,000 25,000 -- *
Bourret, C. Richard ............................................. 25,000 25,000 -- *
Brotemarkle, David - Payne Webber IRA ........................... 50,000 50,000 -- *
Brown, Aaron R .................................................. 100,000 100,000 -- *
Buchner, Jerry - DBA Sinclaire Lumber ........................... 30,000 30,000 -- *
Bussler, Roger .................................................. 50,000 50,000 -- *
Caine, Margaret K ............................................... 25,000 25,000 -- *
Calderone, Philip ............................................... 50,000 50,000 -- *
Caldwell, Robert ................................................ 25,000 25,000 -- *
Camino, James H ................................................. 25,000 25,000 -- *
Cantor, Philip .................................................. 25,000 25,000 -- *
62
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Carder, Bryan, Jr. MD PC/PS Plan U/A Dtd
7/17/84 Bryan J. Carder, Jr. MD Ttee,
FBO Bryan J. Carder MD ............................................ 75,000 75,000 -- *
Carder, Dr. Bryan, Jr., Ttee FBO Bryan J.
Carder, Jr. Revoc Trust Dtd 7/30/84 .............................. 25,000 25,000 -- *
Carter, Philip .................................................... 25,000 25,000 -- *
The William Daniel Carter Trust Dtd 3/22/99
William Daniel Carter, Ttee ....................................... 25,000 25,000 -- *
Chancy, Phyllis ................................................... 35,000 35,000 -- *
Chernow, David S .................................................. 25,000 25,000 -- *
Christofferson, Robert Payne Webber IRA
Rollover .......................................................... 25,000 25,000 -- *
Christofferson, Robert & Sandra ................................... 25,000 25,000 -- *
Clark, Morgan ..................................................... 25,000 25,000 -- *
Coastal Convertibles .............................................. 200,000 200,000 -- *
Coffin, Philip L .................................................. 25,000 25,000 -- *
Cohen, Edwin - Delaware Charter IRA Rollover ...................... 25,000 25,000 -- *
Cohen, Joseph ..................................................... 75,000 75,000 -- *
Coker, Robert E ................................................... 25,000 25,000 -- *
Coonin, David ..................................................... 25,000 25,000 -- *
Cooper, Dana ...................................................... 25,000 25,000 -- *
Cordaro, Ralph - Delaware Charter IRA
Rollover .......................................................... 100,000 100,000 -- *
Cornell, Edward & Barbara ......................................... 50,000 50,000 -- *
Corpolongo, Russell & Panici, Cataldo
JTWROS ............................................................ 25,000 25,000 -- *
Courembis, John & Miriam .......................................... 50,000 50,000 -- *
63
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Cronin, David - Delaware Charter IRA .............................. 25,000 25,000 -- *
Croonquist, Robert D .............................................. 680,970 680,970 -- *
Day, Dale - Rollover IRA Delaware Charter
G & T Ttee ........................................................ 50,000 50,000 -- *
Dellinger, Kenneth ................................................ 25,000 25,000 -- *
Denk, Robert G. & Lilous, Linda Gray
JTWROS ............................................................ 25,000 25,000 -- *
Devon Corp ........................................................ 50,000 50,000 -- *
Eckhart, Jonathon & Sue ........................................... 25,000 25,000 -- *
Edstrom, Paul ..................................................... 25,000 25,000 -- *
Falcone, Maria & Frank ............................................ 25,000 25,000 -- *
Feiman, Robert B. & Roberta I ..................................... 25,000 25,000 -- *
Fethe, Harold - Delaware Charter IRA Rollover ..................... 30,540 30,540 -- *
Forker, Michael - Delaware Charter IRA
Rollover .......................................................... 25,000 25,000 -- *
Fowler, Forest L., Jr ............................................. 25,000 25,000 -- *
Franseen, Cecil R ................................................. 25,000 25,000 -- *
Frazier, F Marian & Ann ........................................... 50,000 50,000 -- *
Gallucci, William Trust
William & Diane Gallucci, Ttees ................................... 25,000 25,000 -- *
Gardner, Kathy .................................................... 50,000 50,000 -- *
Garrity, Thomas - Delaware Charter IRA ............................ 25,000 25,000 -- *
Gatties, Jerry .................................................... 25,000 25,000 -- *
Gentry, Madelaine & David ......................................... 25,000 25,000 -- *
Gerson, Ervin H. PC Money Purchase Pension
Plan Dtd 1/1/95, Ervin H. Gerson Ttee ............................. 11,640 11,640 -- *
64
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Gerson, Ervin H. PC Profit Sharing &
Retirement Plan, Ervin H. Gerson Ttee ............................. 13,360 13,360 -- *
Gertz, David ...................................................... 25,000 25,000 -- *
Gibbs, Charles .................................................... 25,000 25,000 -- *
Gillum, Dr. Ronald & Rawnie ....................................... 25,000 25,000 -- *
Gilman, Pamela & Cary ............................................. 25,000 25,000 -- *
Gispert, Frances; Escofet, Gaston & Francisco .................... 25,000 25,000 -- *
Givens, David W. & Maria A ........................................ 25,000 25,000 -- *
Godin, Edward ..................................................... 25,000 25,000 -- *
Goldberg, Philip - Delaware Charter SEP IRA ....................... 50,000 50,000 -- *
Golen, John William ............................................... 25,450 25,450 -- *
Good, Richard & Cecelia ........................................... 51,030 51,030 -- *
Graves, William ................................................... 25,000 25,000 -- *
Graziani, Gudo .................................................... 25,000 25,000 -- *
Grissom, Jan B. - Delaware Charter IRA ............................ 26,040 26,040 -- *
Grossman, Thomas .................................................. 200,000 200,000 -- *
Guerra, James M ................................................... 25,000 25,000 -- *
Guillette, Paul A. & Caroline ..................................... 25,430 25,430 -- *
Gwyn, Clayborne B ................................................. 25,000 25,000 -- *
Hain, John B. - Delaware Charter IRA Rollover ..................... 60,000 60,000 -- *
Hanna, Julie A.- Delaware Charter IRA
Rollover .......................................................... 25,000 25,000 -- *
Harden, Linda & Bruce ............................................. 25,000 25,000 -- *
Harwood, Randall & Sandra ......................................... 25,000 25,000 -- *
65
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Haselwander, Joseph & Kelley ...................................... 50,000 50,000 -- *
Heafner, Harold, Jr ............................................... 100,000 100,000 -- *
Herrell, Gregory .................................................. 25,000 25,000 -- *
Hestad, Alfred .................................................... 25,000 25,000 -- *
Higgins, Kenneth & Sherry ......................................... 50,000 50,000 -- *
Hines, Jack & Lucy ................................................ 100,000 100,000 -- *
Hoey, Mark ........................................................ 25,000 25,000 -- *
Hook, Arthur J .................................................... 75,000 75,000 -- *
Hughes, David ..................................................... 25,000 25,000 -- *
Ingram, Sherrin & Michael ......................................... 25,000 25,000 -- *
Iorgulescu, Andrew ................................................ 25,000 25,000 -- *
Iperato, Nicholas ................................................. 25,000 25,000 -- *
Irwin, Scot ....................................................... 25,590 25,590 -- *
Irwin, Stacey - Delaware Charter SEP IRA .......................... 25,000 25,000 -- *
Ivory, Dirk ....................................................... 150,000 150,000 -- *
Jacobs, Dr. Herbert ............................................... 50,000 50,000 -- *
Jarrett, Jeffrey .................................................. 25,000 25,000 -- *
Jenkins, Ted ...................................................... 200,000 200,000 -- *
Jett, Paul D. - Delaware Charter IRA Rollover ..................... 25,000 25,000 -- *
Johnson, Kenneth-Delaware Charter IRA ............................. 25,000 25,000 -- *
Kasperski, Joseph ................................................. 40,000 40,000 -- *
Kegel, Wayne & Susan .............................................. 37,500 37,500 -- *
Keith, Tommy L. - Delaware Charter IRA ............................ 50,000 50,000 -- *
66
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Kent, Duane L ..................................................... 50,000 50,000 -- *
Kern, Donald, Delaware Charter IRA ................................ 25,000 25,000 -- *
Kern, Donald ...................................................... 25,000 25,000 -- *
Kinney, Paul & Yukiko ............................................. 1,006,860 1,006,860 -- *
Klingler, Audie-Ttee, Allegany Chiropractic
Ctr. Profit Sharing Plan,
FBO Dr. Audie Klingler ............................................ 25,000 25,000 -- *
Klingler, Dr. Audie ............................................... 50,000 50,000 -- *
Klos, Douglas & Shirley .......................................... 25,000 25,000 -- *
Komatz Joint Account .............................................. 25,000 25,000 -- *
Kotocavage, Timothy & Janine ...................................... 25,000 25,000 -- *
Krey, Max ......................................................... 25,000 25,000 -- *
Krueger, Ross T., Ttee - Ross T Krueger MDPA
EMP Profit Sharing Plan ........................................... 25,000 25,000 -- *
LaCasse, Pierre Robert ............................................ 25,000 25,000 -- *
Landrum, Scott C. & Lavonda ....................................... 25,000 25,000 -- *
Landsburg, George F ............................................... 40,000 40,000 -- *
Lanza, Joseph ..................................................... 25,000 25,000 -- *
Laster, Tom ....................................................... 25,000 25,000 -- *
Leonard, Richard J. & Audrey A .................................... 25,990 25,990 -- *
Lindahl, Christine ................................................ 25,000 25,000 -- *
Linardakis, Christos & Lizzadro, John ............................. 25,000 25,000 -- *
Lindemulder, Richard A ............................................ 25,000 25,000 -- *
Little, Louis T ................................................... 25,000 25,000 -- *
Loewenstein, Mark & Kangping ...................................... 50,000 50,000 -- *
67
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Logan, James, Jr .................................................. 50,000 50,000 -- *
Madfis, John ...................................................... 50,000 50,000 -- *
Mangogna, Richard ................................................. 75,000 75,000 -- *
Marez, Robert L. - Delaware Charter IRA ........................... 25,000 25,000 -- *
Masnovi, Julia & John ............................................. 25,000 25,000 -- *
Matonovich, John .................................................. 25,000 25,000 -- *
Mattichak, Leo .................................................... 100,000 100,000 -- *
McClelland, Robert A. First Trust Corp Ttee
IRA#005045250001 .................................................. 25,000 25,000 -- *
Messenger, Gregory A .............................................. 25,000 25,000 -- *
Miller, John H. & Doris ........................................... 26,030 26,030 -- *
Miller, Cecil C. & Barbara G. Miller Revocable
Living Trust Dtd 6/23/99
FBO Cecil C & Barbara G. Miller, Ttees ............................ 50,000 50,000 -- *
Miller, R. Douglas ................................................ 40,000 40,000 -- *
Modica, Antonio ................................................... 25,000 25,000 -- *
Moore, John Fitzallen Trust U/A Dtd 2/22/99
FBO John Fitzallen Moore, Ttee .................................... 25,000 25,000 -- *
Moore, Wayne A .................................................... 50,000 50,000 -- *
Motarjeme, Dr. Amir ............................................... 100,000 100,000 -- *
Mueller, Elfriede ................................................. 35,000 35,000 -- *
Mullins, Norman B ................................................. 25,000 25,000 -- *
Murray, David ..................................................... 25,000 25,000 -- *
Nakamura, Tadahiko ................................................ 200,000 200,000 -- *
Nix, Clarence Walton .............................................. 25,000 25,000 -- *
68
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Norris Family Trust Dtd 3/7/95
Darell F. & Thordis M. Norris, Ttees .............................. 25,000 25,000 -- *
Novey, Kurt C.; Mauney, William Todd;
Shah, Shashin JT COM .............................................. 25,000 25,000 -- *
O'Connell, Brian .................................................. 25,000 25,000 -- *
O'Dell, Steven & Kathy ............................................ 75,000 75,000 -- *
Olivieri, Dr. John F-Delaware Charter SEP IRA ..................... 25,420 25,420 -- *
O'Shaughnessey, Brian ............................................. 75,000 75,000 -- *
Packer, Donald & Alice ............................................ 25,000 25,000 -- *
Palmberg, Dr. Kent-Delaware Charter IRA ........................... 25,000 25,000 -- *
Papoutsis, Thomas ................................................. 100,000 100,000 -- *
Peters, William ................................................... 25,000 25,000 -- *
Pickels, Curtis L.-Delaware Charter IRA
Rollover .......................................................... 25,000 25,000 -- *
Pifer, William W .................................................. 25,080 25,080 -- *
Pius, Alan & Ann .................................................. 25,000 25,000 -- *
Powers, Jimmi & Viola ............................................. 25,000 25,000 -- *
Powers, William(1) ................................................ 25,000 25,000 -- *
Powers, William-Delaware Charter IRA(1) ........................... 41,400 41,400 -- *
Pugh, Walter ...................................................... 25,000 25,000 -- *
Pyle, Robert ...................................................... 25,000 25,000 -- *
Radley, Robert & Angela ........................................... 25,000 25,000 -- *
Ragan, John & Noriko .............................................. 50,000 50,000 -- *
Ranson, Jim ....................................................... 50,000 50,000 -- *
Reagan, Johnny .................................................... 50,000 50,000 -- *
69
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Ricci, Dr. Robert L-Delaware Charter IRA .......................... 30,000 30,000 -- *
RMK Financial, LLC ................................................ 100,000 100,000 -- *
Rodgers, Linda .................................................... 25,000 25,000 -- *
Rons Family Living Trust U/A Dtd 5/27/95
FBO Duane J. Rons & Dixie L Rons, Ttees ........................... 204,120 204,120 -- *
Rooney, Terence J., Delaware Charter IRA .......................... 25,000 25,000 -- *
Ruth, Jeff ........................................................ 25,000 25,000 -- *
Rutter, Ed ........................................................ 25,000 25,000 -- *
Salvati, Vincent & Susan .......................................... 25,000 25,000 -- *
Samy, Samy & Marlene .............................................. 50,000 50,000 -- *
Schelich, Ardell J. Revocable Living Trust Dtd
9/10/90, Ardell J. Schelich, Ttee ................................. 50,000 50,000 -- *
Schumacher, Eugene & Mary ......................................... 25,000 25,000 -- *
Scott, Edwin E. 1996 Rev Trust UAD 7/3/96
Edwin E. Scott Ttee ............................................... 25,000 25,000 -- *
Sengstock, George ................................................. 30,000 30,000 -- *
Shadoff, Dr. Niel ................................................. 25,000 25,000 -- *
Shah, Rasila G. & Girish V ........................................ 25,940 25,940 -- *
Shane, Don, Delaware Charter IRA Rollover ......................... 63,000 63,000 -- *
Shane, Dr. Joseph & Harriet ....................................... 25,000 25,000 -- *
Shane, Mathew ..................................................... 60,000 60,000 -- *
Shankle, Albert, Delaware Charter IRA ............................. 25,000 25,000 -- *
Shine, Kevin ...................................................... 25,000 25,000 -- *
Shlora, Robert P .................................................. 50,000 50,000 -- *
Siebold, Robert & Maria ........................................... 100,000 100,000 -- *
70
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Silverstein, Larry ................................................ 147,100 147,100 -- *
Simmons, John & Mary .............................................. 100,000 100,000 -- *
Simon, David F. Delaware Charter IRA .............................. 25,000 25,000 -- *
Simpson, David L .................................................. 25,000 25,000 -- *
Sklar, Gary & Jody ................................................ 25,000 25,000 -- *
Sorensen, James ................................................... 41,200 41,200 -- *
Stanford, Roy ..................................................... 25,000 25,000 -- *
Steele, Kevin ..................................................... 25,000 25,000 -- *
Stewart, Keith J .................................................. 62,140 62,140 -- *
Stewart, Ben DBA Stewart Finance .................................. 197,000 197,000 -- *
Still, Michael J .................................................. 25,000 25,000 -- *
Stone, David ...................................................... 30,000 30,000 -- *
Stroud, Eric G.(1) ................................................ 25,000 25,000 -- *
Stroud, Garner R. Living Trust,
Garner R. Stroud Ttee ............................................. 100,000 100,000 -- *
Talley, Leon & Fusako ............................................. 25,000 25,000 -- *
Tanner, Hobert Delaware Charter IRA .............................. 50,000 50,000 -- *
Tautz, Steven Craig ............................................... 50,000 50,000 -- *
Teigen, Lloyd ..................................................... 25,000 25,000 -- *
Third Millenium Trading ........................................... 400,000 400,000 -- *
Thomas, Elizabeth ................................................. 25,000 25,000 -- *
Thompson, George D ................................................ 100,000 100,000 -- *
Thrall, J. Randall ................................................ 25,000 25,000 -- *
Timmel, Carole .................................................... 65,000 65,000 -- *
71
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Trelease, Thomas .................................................. 25,000 25,000 -- *
Vanbuskirk, Roy & Deutsch, Rachel JTWROS .......................... 50,000 50,000 -- *
Vandewiele, Gregg & Laura ......................................... 25,000 25,000 -- *
Vasey, William .................................................... 100,000 100,000 -- *
Vest, Ruskin ...................................................... 100,000 100,000 -- *
Vuocolo, Michael .................................................. 105,000 105,000 -- *
Vuocolo, Michael, Payne Webber IRA Rollover ....................... 600,000 600,000 -- *
Wall, Howard ...................................................... 25,000 25,000 -- *
Wallens, Michael .................................................. 25,000 25,000 -- *
Walsh, James ...................................................... 25,000 25,000 -- *
Walther, Stephen & Sonja .......................................... 25,000 25,000 -- *
Ware, John & Margy ................................................ 25,000 25,000 -- *
The Kent Weisenstein Trust UTA 7/18/93 Kent
Weisenstein Ttee ................................................. 50,000 50,000 -- *
Weldon, Robert W. Trust,
Robert W. Weldon Ttee ............................................ 25,000 25,000 -- *
Wells, Charles .................................................... 50,000 50,000 -- *
Wheeler, David & Theobald, David R JTWROS ......................... 25,000 25,000 -- *
Wikle, Luther M ................................................... 163,000 163,000 -- *
Williams, Diane Russell & Jason JTWROS ............................ 100,000 100,000 -- *
Williams, James Delaware Charter IRA .............................. 28,000 28,000 -- *
Williams, Junior & Ruby ........................................... 35,000 35,000 -- *
Williams, Martin Jr ............................................... 50,000 50,000 -- *
Witek, Mariusz .................................................... 50,000 50,000 -- *
72
<PAGE>
<CAPTION>
Shares Being Percent of
Offered that are Outstanding
Shares Issuable Upon Shares Shares
Owned Conversion of Owned Owned
Prior to Convertible Series After After
Name Offering B-1 Preferred Stock Offering Offering
- ---- -------- -------------------- -------- -----------
<S> <C> <C> <C> <C>
Woods, Chanc(1) .................................................. 25,000 25,000 -- *
Woods, Wayne V ................................................... 50,000 50,000 -- *
Young, David & Lisa .............................................. 25,000 25,000 -- *
Zagrobelny, Thadeus & Anne ....................................... 25,000 25,000 -- *
Zimny, Jack ...................................................... 25,000 25,000 -- *
---------- ----------
15,032,830 15,032,830
</TABLE>
73
<PAGE>
<TABLE>
<CAPTION>
Percent of
Outstanding
Shares Shares Shares Shares
Owned Outstanding Owned Owned
Prior to Being After After
Name Offering Offered Offering Offering
- ---- -------- ----------- -------- ----------
<S> <C> <C> <C> <C>
Alsfeld, Leonard N .......................................... 25,000 25,000 -- *
Babbitt, J. Randolph and Katherine H ........................ 20,000 10,000 10,000 *
Galy, Andrew J. (1) ......................................... 10,000 10,000 -- *
Gray, James C ............................................... 20,000 10,000 10,000 *
Hallisay, Paul L ............................................ 20,000 10,000 10,000 *
Kay, Anthony R .............................................. 550,000 50,000 -- *
-------- -------- -------
645,000 15,000 30,000
</TABLE>
- --------------------------
*Less than 1%
(1) Employee of eVision or American Fronteer.
(2) Wholly owned subsidiary of eVision.
(3) Wholly owned subsidiary of Heng Fung Capital [S] Private Limited,
which is a wholly owned subsidiary of Online International, which
beneficially owns approximately 76% of eVision's outstanding voting
rights and whose president is Fai H. Chan, Chairman of the Board of
Directors and President of eVision.
74
<PAGE>
PLAN OF DISTRIBUTION
eVision is registering the shares of common stock on behalf of the selling
securityholders. Selling securityholders include donees and pledgees selling
shares of common stock received from a named selling securityholder after the
date of this prospectus. All costs, expenses and fees in connection with the
registration of the shares of common stock offered hereby will be borne by
eVision. Brokerage commissions and similar selling expenses attributable to the
sale of shares of common stock will be borne by the selling securityholders.
Sales of shares of common stock may be effected by selling securityholders in
one or more types of transactions (which may include block transactions), in the
over-the-counter market, in negotiated transactions, through put or call option
transactions relating to the shares of common stock, through short sales of
shares of common stock, or a combination of such methods of sale, at market
prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers. eVision has not been
advised by the selling securityholders that they have entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of common stock, nor that
there is an underwriter or coordinating broker acting in connection with the
proposed sale of shares of common stock by the selling securityholders. The
maximum commission or discount to be received by any NASD member or independent
broker/dealer may not be greater than eight percent of the gross proceeds
realized from the sale of any shares of common stock.
No member of the NASD, which is an affiliate of a selling security holder,
may participate other than on an agency basis in the distribution by the selling
security holders of the shares. No member of the NASD shall participate in or
effect any sales of the selling securityholders' securities prior to submission
to the NASD of information relating to such member's participation in the sale.
Sales of the securities may be made pursuant to this prospectus or pursuant to
Rule 144 adopted under the Securities Act of 1933, as amended. The selling
security holders and any broker-dealers that act in connection with the sale of
the shares might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any commission received by them and any profit
on the resale of the shares of common stock as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. Such
arrangement may necessitate a filing with the NASD pursuant to Notice to Members
88-101. The selling security holders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities arising under the Securities Act.
The selling securityholders may effect such transactions by selling shares
of common stock directly to purchasers or to or through broker-dealers, which
may act as agents or principals. Such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the selling
securityholders and/or the purchasers of shares of common stock for whom such
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
75
<PAGE>
The selling securityholders and any broker-dealers that act in connection
with the sale of shares of common stock might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by such broker-dealers and any profit on the resale of the shares of
common stock sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
securityholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares of common stock
against certain liabilities, including liabilities arising under the Securities
Act.
Because selling securityholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling securityholders
will be subject to the prospectus delivery requirements of the Securities Act.
Selling securityholders also may resell all or a portion of the shares of
common stock in transactions in reliance upon Rule 144 or Regulation S under the
Securities Act, provided they meet the criteria and conform to the requirements
of such Rule or Regulation.
Upon eVision's being notified by a selling securityholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares of
common stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
o the name of each such selling shareholder and of the participating
broker-dealer(s);
o the number of shares of common stock involved;
o the price at which such shares of common stock were sold;
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
o that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and
o other facts material to the transaction.
In addition, upon eVision's being notified by a selling securityholder that
a donee or pledgee intends to sell more than 500 shares of common stock, eVision
will file a supplement to this prospectus.
76
<PAGE>
DESCRIPTION OF SECURITIES
The following is a summary description of eVision's capital stock.
eVision's authorized capital stock currently consists of 100,000,000 shares
of common stock and 25,000,000 shares of preferred stock. eVision is planning to
request its stockholders to approve an amendment to eVision's Articles of
Incorporation to increase eVision's authorized common stock to 1,000,000,000
shares. eVision may issue the preferred stock in one or more series as
determined by the board of directors. As of March 13, 2000, there were
22,605,041 shares of common stock issued and outstanding that were held of
record by approximately 5,000 persons. In addition, 25,500 shares of Series B
Preferred Stock had been issued and were exchanged for Convertible Series B
Preferred Stock. 2,000,000 shares of preferred stock have been designated as
Convertible Series B Preferred Stock, of which 110,500 shares have been issued
and were exchanged for 110,500 shares of Convertible Series B-1 Preferred Stock.
2,000,000 shares of preferred stock have been designated as Convertible Series
B-1 Preferred Stock, of which 1,503,283 shares have been issued. The 1,503,283
shares of Convertible Series B-1 Preferred Stock that have been issued include
3,283 shares issued as dividends on the Series B-1 Convertible Preferred Stock.
Common Stock
Each holder of record of common stock is entitled to one vote for each
share held on all matters properly submitted to the stockholders for their vote.
Cumulative voting in the election of directors is not authorized.
Holders of outstanding shares of common stock are entitled to those
dividends declared by the board of directors out of legally available funds,
and, in the event of liquidation, dissolution or winding up of the affairs of
eVision, holders are entitled to receive ratably the net assets of eVision
available to the stockholders. Holders of outstanding shares of common stock
have no preemptive, conversion or redemption rights. All of the issued and
outstanding shares of common stock are, and all unissued common stock, when
offered and sold will be, duly authorized, validly issued, fully paid and
nonassessable. To the extent that additional common stock of eVision may be
issued in the future, the relative interests of the then existing stockholders
may be diluted.
Preferred Stock
eVision's board of directors is authorized to issue from time to time,
without stockholder authorization, in one or more designated series, any or all
of the authorized but unissued shares of preferred stock with such dividend,
redemption, conversion, and exchange provisions as may be provided by the board
of directors with regard to such particular series. Any series of preferred
stock may possess voting, dividend, liquidation and redemption rights superior
to those of the common stock. The rights of the holders of common stock will be
77
<PAGE>
subject to and may be adversely affected by the rights of the holders of any
preferred stock that may be issued in the future. Issuance of a new series of
preferred stock, or providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could make it more difficult for a
third party to acquire, or discourage a third party from acquiring, the
outstanding common stock of eVision and make removal of the board of directors
more difficult. 3,300,000 shares of preferred stock have been designated as
Series B Preferred Stock, of which 25,500 were issued and subsequently were
exchanged for Convertible Series B Preferred Stock. 2,000,000 shares of
preferred stock have been designated as Convertible Series B Preferred Stock, of
which 110,500 shares have been issued and subsequently were exchanged for
110,500 shares of Convertible Series B-1 Preferred Stock. 2,000,000 shares of
preferred stock have been designated as Convertible Series B-1 Preferred Stock,
of which 1,503,283 shares have been issued. The 1,503,283 shares of Convertible
Series B-1 Preferred Stock that have been issued include 3,283 shares issued as
dividends on the Series B-1 Convertible Preferred Stock.
The Convertible Series B-1 Preferred Stock has a cumulative annual
dividend rate payable semi-annually of 8% in cash and 7% in shares of the
Convertible Series B-1 Preferred Stock. Online International has guaranteed the
payment of any cash dividends that accrue on the Convertible Series B-1
Preferred Stock through October 31, 2002. The semi-annual dividend payable on
shares of Convertible Series B-1 Preferred Stock will be equivalent to three and
one-half one hundredths of a share of Convertible Series B-1 Preferred Stock for
each outstanding share of Convertible Series B-1 Preferred Stock. Any
Convertible Series B-1 Preferred Stock issued as a dividend on the Convertible
Series B-1 Preferred Stock will have the same dividend and the same terms as the
Convertible Series B-1 Preferred Stock. The dividend on the Convertible Series
B-1 Preferred Stock is payable semi-annually beginning October 31, 1999, and
continuing each April 30 and October 31 thereafter, when and if declared by the
Board of Directors. Each share of Convertible Series B-1 Preferred Stock is
immediately convertible by the holder into eVision's common stock at a price of
$1.00 per share of common stock. If the common stock does not have a closing bid
price of at least $1.15 per share for at least 20 trading days during the period
commencing on September 30, 1999, and ending on September 30, 2000, the
Convertible Series B-1 Preferred Stock will be convertible by the holder into
common stock determined by dividing $10 by a price equal to the higher of the
five day average closing bid price of the common stock prior to September 30,
2000, or $0.50 per share. In addition, each share of Convertible Series B-1
Preferred Stock is automatically convertible into 10 shares of common stock at
$1.00 per share at such time as the closing bid price of the common stock is at
least $4.00 per share for 30 consecutive trading days. The Convertible Series
B-1 Preferred Stock is redeemable by eVision on or after October 1, 2003, at a
price of $12.50 per share plus any accrued and unpaid dividends.
Transfer Agent and Registrar
American Securities Transfer & Trust, Inc. serves as the transfer agent and
registrar for eVision's common stock.
78
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
eVision has 22,605,041 shares of common stock outstanding. Of the
22,605,041 shares, approximately 13,577,402 shares of common stock are freely
transferable and approximately 1,200,000 shares of common stock that may be sold
pursuant to Rule 144(k) will be freely transferable by persons other than
"affiliates" of eVision without restriction or registration under the Securities
Act of 1933.
The remaining outstanding shares of common stock are "restricted
securities" within the meaning of Rule 144 under the Securities Act of 1933 and
may not be sold in the absence of registration unless an exemption from
registration is available, including the exemption contained in Rule 144. Of
such shares, no shares will become eligible for sale under Rule 144 commencing
90 days after the date of this prospectus.
In general, under Rule 144 as currently in effect, a stockholder who has
beneficially owned shares of common stock for at least one year is entitled to
sell, within any three-month period, a number of "restricted" shares that does
not exceed the greater of 1% of the then outstanding shares of common stock or
the average weekly trading volume during the four calendar weeks preceding such
sale. Sales under Rule 144 are also subject to certain manner of sale
limitations, notice requirements and the availability of current public
information about eVision. Rule 144(k) provides that a stockholder who is not
deemed to be an "affiliate" and who has beneficially owned shares of common
stock for at least two years is entitled to sell such shares at any time under
Rule 144(k) without regard to the limitations described above.
In addition to the shares of common stock that are currently outstanding, a
total of 76,857,014 shares of common stock have been reserved for issuance upon
exercise of outstanding options and warrants to purchase shares of common stock
at exercise prices of between $0.20 and $2.875 per share, upon conversion of
outstanding convertible notes into common stock and warrants and upon the
exercise of the warrants, and upon the conversion of outstanding convertible
preferred stock and convertible preferred stock issuable upon exercise of an
outstanding warrant.
LEGAL MATTERS
The validity of the common stock offered in this prospectus will be passed
upon by Smith McCullough, P.C.
EXPERTS
The consolidated financial statements of eVision (formerly Fronteer
Financial Holdings, Ltd.) and subsidiaries as of September 30, 1999, and for the
year ended September 30, 1999, included in this prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report appearing
79
<PAGE>
herein and elsewhere in the registration statement and is included in reliance
upon the report of such firm given their authority as experts in accounting and
auditing.
The consolidated financial statements of eVision (formerly Fronteer
Financial Holdings, Ltd.) and subsidiaries as of September 30, 1998, and for
each of the years in the two year period ended September 30, 1998, have been
included herein in reliance upon the report of KPMG LLP, independent certified
public accountants, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.
80
<PAGE>
- --------------------------------------------------------------------------------
eVISION USA.COM, INC.
eVision has not authorized any
dealer, salesperson or other person to
give any information or represent
anything not contained in this
prospectus. You must not rely on any
unauthorized information. This
prospectus does not offer to sell or
buy any shares of common stock in any
jurisdiction where it is unlawful.
43,018,010 shares
of common stock
-------------
PROSPECTUS
-------------
March , 2000
- --------------------------------------------------------------------------------
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
INDEX TO THE FINANCIAL STATEMENTS
I. Quarterly Financial Statements for the period ended Page No.
December 31, 1999 --------
a. Unaudited Consolidated Balance Sheets as of December 31, 1999
and September 30, 1999............................................ F-2
b. Unaudited Consolidated Statements of Operations for the three months
ended December 31, 1999 and 1998.................................. F-4
c. Unaudited Consolidated Statements of Comprehensive Income (Loss) for
the three months ended December 31, 1999 and 1998................. F-5
d. Unaudited Consolidated Statement of Stockholders' Equity (Deficit)
for the three months ended December 31, 1999...................... F-6
e. Unaudited Consolidated Statements of Cash Flows for the three months
ended December 31, 1999 and 1998.................................. F-7
f. Notes to Unaudited Consolidated Financial Statements................ F-9
II. Annual Financial Statements for the Year Ended September 30, 1999
g. Independent Auditor's Reports.......................................F-18
h. Consolidated Balance Sheets as of September 30, 1999 and 1998.......F-20
i. Consolidated Statements of Operations for the three year period ended
September 30, 1999................................................F-22
j. Consolidated Statements of Comprehensive Income (loss) for the three
year period ended September 30, 1999............................. F-24
k. Consolidated Statements of Stockholder's Equity (Deficit) for the
three year period ended September 30, 1999....................... F-25
l. Consolidated Statements of Cash Flows for the three year period
ended September 30, 1999......................................... F-26
m. Notes to Consolidated Financial Statements........................ F-29
F-1
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
December 31, September 30,
ASSETS 1999 1999
------ ----------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents .................................................. $10,071,981 7,593,772
Certificate of deposit, restricted (Note 6) ................................ 575,000 575,000
Receivables from brokers or dealers and clearing
organizations ........................................................... 1,180,506 --
Trade receivables .......................................................... 633,742 1,009,918
Other receivables .......................................................... 505,211 542,209
Securities owned, at market value .......................................... 1,164,669 1,495,701
Notes receivable ........................................................... 3,575,000 3,150,000
Notes receivable, related party (Note 6) ................................... 4,400,000 3,400,000
Investments in debt securities, available-for-sale, at market
value (Note 5) .......................................................... 2,171,571 1,991,258
Other assets ............................................................... 620,975 271,026
----------- -----------
Total current assets .................................................... 24,898,655 20,028,884
PROPERTY, FURNITURE AND EQUIPMENT, net ........................................ 1,159,605 1,233,360
FINANCING COSTS, net of accumulated amortization
of $141,232 and $108,062 ................................................... 884,642 917,812
OTHER LONG-TERM ASSETS ........................................................ 949,035 559,995
----------- -----------
Total assets ............................................................ $27,891,937 22,740,051
=========== ===========
See accompanying notes to unaudited consolidated financial statements.
F-2
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS (CONTINUED)
December 31, September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 1999 1999
- ---------------------------------------------- ------------ -------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses ....................................... $ 4,320,801 3,417,849
Payable to clearing organization ............................................ -- 128,040
Current portion of capital lease obligations ................................ 56,090 70,812
Accrued interest payable to related party (Note 6) .......................... 212,111 212,111
Current portion of convertible debentures to related party (Note 6) ......... 500,000 500,000
Other current liabilities ................................................... 232,423 273,029
------------ ------------
Total current liabilities ................................................ 5,321,425 4,601,841
CAPITAL LEASE OBLIGATIONS, net of current portion .............................. 93,464 89,351
CONVERTIBLE DEBENTURES ......................................................... 6,767,546 6,747,383
CONVERTIBLE DEBENTURES TO RELATED PARTY (Note 6) ............................... 7,500,000 7,500,000
DEFERRED RENT CONCESSIONS ...................................................... 1,512,200 1,540,715
------------ ------------
Total liabilities ........................................................ 21,194,635 20,479,290
------------ ------------
MINORITY INTEREST IN SUBSIDIARIES .............................................. 6,153,007 6,191,241
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY (DEFICIT) (Notes 3 and 4):
PREFERRED STOCK, 25,000,000 shares authorized, $0.10 par value;
Convertible Series B-1, 508,000 shares issued and outstanding .......... 50,800 --
Convertible Series B, 110,500 shares issued and outstanding ............ -- 11,050
COMMON STOCK, 100,000,000 shares authorized, $0.01 par value;
21,389,411 and 19,838,299 shares issued and outstanding ................ 213,894 198,383
Subscriptions for Convertible Series B-1 Preferred Stock .................... 951,428 --
Additional paid-in capital .................................................. 17,197,556 13,106,401
Accumulated deficit ......................................................... (18,227,310) (17,144,251)
Accumulated other comprehensive income ...................................... 357,927 247,937
Unearned ESOP shares ........................................................ -- (350,000)
------------ ------------
Total stockholders' equity (deficit) .................................. 544,295 (3,930,480)
------------ ------------
Total liabilities and stockholders' equity (deficit) .................. $ 27,891,937 22,740,051
============ ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended December 31,
1999 1998
---- ----
REVENUE:
<S> <C> <C>
Brokerage commissions ....................................... $ 4,254,345 3,975,367
Investment banking .......................................... 105,655 129,119
Trading profits, net ........................................ 449,142 461,399
Other broker/dealer ......................................... 444,536 555,615
Computer hardware and software operations ................... 1,449,772 2,959,556
Interest income on investments in debt securities ........... 343,088 261,260
Unrealized gain on securities ............................... 2,274 233,936
Other ....................................................... -- 5,257
------------ ------------
7,048,812 8,581,509
------------ ------------
COST OF SALES AND OPERATING EXPENSES:
Broker/dealer commissions ................................... 2,455,258 2,380,054
Computer cost of sales ...................................... 875,592 2,729,982
Interest expense on convertible debentures .................. 242,907 288,925
General and administrative .................................. 4,025,547 3,555,476
Stock based compensation .................................... 377,108 --
Depreciation and amortization ............................... 114,867 106,350
------------ ------------
8,091,279 9,060,787
------------ ------------
Operating loss ................................................. (1,042,467) (479,278)
------------ ------------
OTHER INCOME (EXPENSE):
Interest income ............................................. 235,614 19,372
Interest expense ............................................ (4,828) (6,999)
Interest expense to related party ........................... (212,111) (198,112)
Other ....................................................... (6,270) --
------------ ------------
12,405 (185,739)
------------ ------------
Loss before minority interest and income taxes ................. (1,030,062) (665,017)
Minority interest in (earnings) loss ........................... 21,004 (12,778)
------------ ------------
Loss from continuing operations before income taxes ............ (1,009,058) (677,795)
Income tax expense (benefit) ................................... (23,935) 21,400
------------ ------------
NET LOSS ....................................................... (985,123) (699,195)
Preferred stock dividends ...................................... (97,936) --
------------ ------------
NET LOSS APPLICABLE TO COMMON SHAREHOLDERS ..................... $ (1,083,059) (699,195)
============ ============
Weighted average number of common shares outstanding ........... 20,472,390 17,639,131
============ ============
Basic and diluted loss per common share ........................ $ (0.05) (0.04)
============ ============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three months ended
December 31,
1999 1998
---- ----
<S> <C> <C>
NET LOSS ........................................................ $(985,123) (699,195)
Other comprehensive income:
Unrealized gain on available-for-sale securities,
net of tax of $70,322 (Note 5) ............................ 109,990 --
--------- ---------
COMPREHENSIVE INCOME (LOSS) ..................................... $(875,133) (699,195)
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Convertible Convertible
Series B Series B-1 Additional
Preferred Preferred Common Paid-in
Stock Stock Stock Capital
--------- ----------- ------ ----------
<S> <C> <C> <C> <C>
Balances at September 30, 1999 .................. $ 11,050 -- 198,383 13,106,401
Exchange of Convertible Series
B Preferred Stock for Convertible
Series B-1 Preferred Stock (Note 3) .......... (11,050) 11,050 -- --
Issuance of Convertible Series B-1
Preferred stock, net of issuance
costs of $521,635 (Note 3) ................... -- 39,750 -- 3,413,615
Subscriptions received for
Convertible Series B-1 Preferred
Stock (Note 3) ............................... -- -- -- --
Issuance of common stock for
payment of interest (Note 6) ................. -- -- 4,286 207,825
Issuance of common stock on
exercise of options (Note 4) ................. -- -- 11,225 469,715
Payment of ESOP note (Note 4) ................... -- -- -- --
Preferred stock dividends (Note 3) .............. -- -- -- --
Other comprehensive income:
Unrealized gain on
available-for-sale securities (Note 5) ....... -- -- -- --
Net loss ........................................ -- -- -- --
----------- ----------- ----------- -----------
Balances at December 31, 1999 ................... $ -- 50,800 213,894 17,197,556
=========== =========== =========== ===========
F-6(a)
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
Accumulated
other
Subscriptions Accumulated comprehensive Unearned
Received Deficit Income ESOP stock Total
------------- ----------- ------------- --------- -----
<S> <C> <C> <C> <C> <C>
Balances at September 30, 1999 .................... -- (17,144,251) 247,937 (350,000) (3,930,480)
Exchange of Convertible Series
B Preferred Stock for Convertible
Series B-1 Preferred Stock (Note 3) ............ -- -- -- -- --
Issuance of Convertible Series B-1
Preferred stock, net of issuance
costs of $521,635 (Note 3) ..................... -- -- -- -- 3,453,365
Subscriptions received for
Convertible Series B-1 Preferred
Stock (Note 3) ................................. 951,428 -- -- -- 951,428
Issuance of common stock for
payment of interest (Note 6) ................... -- -- -- -- 212,111
Issuance of common stock on
exercise of options (Note 4) ................... -- -- -- -- 480,940
Payment of ESOP note (Note 4) ..................... -- -- -- 350,000 350,000
Preferred stock dividends (Note 3) ................ -- (97,936) -- -- (97,936)
Other comprehensive income:
Unrealized gain on
available-for-sale securities (Note 5) ......... -- -- 109,990 -- 109,990
Net loss .......................................... -- (985,123) -- -- (985,123)
----------- ----------- ----------- ----------- -----------
Balances at December 31, 1999 ..................... 951,428 (18,227,310) 357,927 -- 544,295
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
F-6(b)
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended December 31,
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS ............................................................. $ (985,123) (699,195)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization ..................................... 114,867 106,350
Amortization of deferred financing costs .......................... 33,170 --
Amortization of deferred rent ..................................... (28,515) (28,505)
Accretion of investments in debt securities ....................... -- (101,934)
Accretion of original issue discount on convertible debentures .... 20,163 18,256
Unrealized gain on securities ..................................... 2,274 (233,936)
Minority interest in earnings (loss) .............................. (21,004) 12,778
Payment of interest in exchange for common stock .................. 212,111 --
Cashless exercise of stock options ................................ 377,108 --
Other noncurrent assets ........................................... (389,040) --
Changes in operating assets and liabilities:
Increase in receivables from brokers or dealers and
clearing organizations .................................... (1,308,546) (491,939)
Decrease (increase) in trade receivables ....................... 376,176 (1,026,174)
Decrease in other receivables ................................. 36,998 192,979
Decrease in securities owned, net of securities sold but not
purchased ................................................ 328,758 94,694
Increase in other assets ....................................... (349,949) (93,172)
Increase in accounts payable and accrued expenses .............. 734,693 2,267,918
Decrease in other current liabilities .......................... (57,836) (86,466)
----------- -----------
Net cash used in operating activities .......................... (903,695) (68,346)
----------- -----------
(Continued)
See accompanying notes to unaudited consolidated financial statements.
F-7
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
Three months ended December 31,
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, furniture and equipment ....................... $ (41,112) (61,580)
Increase in investments in debt securities .......................... -- (3,945,278)
Increase in loan advances on short term notes receivable ............ (425,000) (2,200,000)
Increase in loan advances on short term notes receivable,
related party ................................................... (1,000,000) --
Other investing activities .......................................... -- (87,578)
------------ ------------
Net cash used in investing activities ............................... (1,466,112) (6,294,436)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock, net of offering costs .... 3,453,365 --
Proceeds from exercises of stock options ............................ 103,832 --
Proceeds from ESOP note payment ..................................... 350,000 --
Principal payments on capital leases ................................ (10,609) (18,266)
Subscriptions for Convertible Series B-1 Preferred Stock ............ 951,428 --
Proceeds from issuance of convertible debentures, net ............... -- 531,334
Proceeds from issuance of convertible debentures to related party ... -- 1,000,000
------------ ------------
Net cash provided by financing activities ........................... 4,848,016 1,513,068
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ...................................................... 2,478,209 (4,849,714)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ......................... 7,593,772 9,112,652
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ............................... $ 10,071,981 4,262,938
============ ============
SUPPLEMENTAL DISCLOSURES:
Cash payments for interest ......................................... $ 4,828 6,999
============ ===========
Cash payments for income taxes: .................................... $ 25,000 --
============ ===========
OTHER INVESTING AND FINANCING ACTIVITIES:
Cashless exercise of stock options (Note 4) ........................ $ 377,108 --
============ ===========
Common stock issued for interest (Note 6) .......................... $ 212,111 157,111
============ ===========
Common stock issued for guaranty ................................... $ -- 62,500
============ ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
F-8
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements of eVision USA.Com,
Inc. and subsidiaries (eVision or the Company) have been prepared in accordance
with the instructions to Form 10-Q and, therefore, do not include all
information and disclosures necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles. In the opinion of management, these financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the results of operations and
financial position for the interim periods presented.
The consolidated subsidiaries include all of the identified majority owned or
controlled companies set forth in Note 2. All significant intercompany
transactions have been eliminated.
The preparation of interim financial statements required management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
These interim financial statements should be read in conjunction with the Annual
Report on Form 10-K for the year ended September 30, 1999. Operating results for
the three months ended December 31, 1999, are not necessarily indicative of the
results that may be expected for the year ending September 30, 2000. Certain
reclassifications have been made to prior period's consolidated financial
statements to conform to current period presentation.
NOTE 2 - ORGANIZATION
eVision is a holding company that was incorporated under the laws of the state
of Colorado on September 14, 1988. eVision's consolidated subsidiaries include
companies that operate as a fully disclosed securities broker/dealer; intend to
provide transaction processing, networking and internet based services; design,
develop, install, market and support software systems for the securities
brokerage industry; and provide leveraged financing, including financing over
the Internet.
American Fronteer Financial Corporation
American Fronteer Financial Corporation (American Fronteer or AFFC) is
registered as a broker/dealer with the Securities and Exchange Commission
(Commission), is a member of the NASD and the Boston Stock Exchange, is an
associate member of the American Stock Exchange, and is registered as a
securities broker/dealer in all 50 states. American Fronteer's business consists
of providing retail securities brokerage and investment services, trading fixed
income and equity securities, providing investment banking services to corporate
and municipal clients, managing and participating in underwriting corporate and
municipal securities, and selling a range of professionally managed mutual funds
and insurance products.
F-9
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
eBanker USA.com, Inc.
Fronteer Development Finance Inc., a Delaware corporation (Fronteer
Development), was incorporated in the state of Delaware in March 1998 to operate
as a finance company. Fronteer Income Growth Inc. (FIGI), a wholly owned
subsidiary of Fronteer Development, was incorporated in September 1998 under the
International Business Companies Ordinances of the Territory of the British
Virgin Islands. In March 1999, Fronteer Development was merged into eBanker
USA.com, Inc. (eBanker), a Colorado corporation, primarily for the purpose of
effectuating a name change to eBanker and becoming a Colorado corporation.
eBanker USA.com, Inc. is a 29% owned consolidated subsidiary of eVision.
eBanker was created with the purpose of providing a wide range of on-line
financial lending products and services. eBanker intends to identify, target and
serve high-margin, global financial market segments, through its interactive and
multimedia website. eBanker's website first became operational in September
1999. The website is still in its initial phase of development and will
continually be expanded. eBanker has been designed as a non-deposit taking,
broad financial services entity, so that it is not subject to the regulations
facing traditional financial institutions. eBanker's activities have primarily
consisted of raising approximately $13,000,000 from outside sources in private
placements of securities, and making loans to affiliated and unaffiliated
entities.
In January 2000, eBanker launched its new financial services web portal
www.ebankerusa.com. The eBanker web portal is designed to provide individuals
and corporations with convenient, online access to capital in the form of
customized financial products and services.
In March 1999, eBanker commenced a private placement (March 1999 Private
Placement) of 3,000,000 units (March 1999 Private Placement Units) each
consisting of one share of common stock and one detachable warrant to purchase
one share of common stock. Each March 1999 Private Placement Unit was sold for
$6.00. The detachable warrants are exercisable to purchase one share of common
stock at an exercise price of $8.00 per share from the earlier of 120 days after
an initial public offering of eBanker's securities or one year after the date of
the March 1999 Private Placement until August 31, 2000. The offering terminated
in July 1999 and 895,779 March 1999 Private Placement Units were sold for
proceeds of $4,659,627, net of issuance costs of $715,047.
Q6 Technologies, Inc.
Q6 Technologies, Inc. (Q6 Technologies), is a Colorado corporation formed in
March 1999 by Q6 Group, LLC, a Pennsylvania limited liability company, and
eVision. Q6 Technologies is currently a development stage company with no
operations. On June 18, 1999, Q6 Technologies acquired from eVision 72.8% of the
outstanding common stock of Secutron Corp., a Colorado corporation that designs,
develops, installs, markets and supports software systems for the securities
brokerage industry (Secutron). Q6 Technologies' interests in Secutron were
acquired in the early formation and capitalization of Q6 Technologies with
eVision. Q6 Technologies subsequently increased its ownership of Secutron to
approximately 78% in September 1999 and 97% in December 1999 primarily in
connection with the settlement of a lawsuit by eVision and Secutron. Q6
Technologies determined that the businesses of Secutron and its wholly owned
subsidiary, MidRange Solutions Corp. (MidRange) were not an appropriate part of
Q6 Technologies' long-term business strategy.
F-10
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Effective December 17, 1999, Q6 Technologies transferred its ownership interests
in Secutron and MidRange, back to eVision in return for the cancellation of
5,000,000 shares of Class B Common Stock of Q6 Technologies previously held by
eVision and certain contractual concessions. eVision continues to hold 944,444
shares of Class A Common Stock and 555,556 shares of Class B Common Stock of Q6
Technologies. As a result of this transaction, Q6 will be accounted for using
the equity method of accounting for investments in common stock beginning on
December 17, 1999.
On December 29, 1999, Q6 Technologies commenced a private placement of 4,000,000
shares of its Class B Common Stock at $3.00 per share. AFFC is acting as
placement agent and will receive a commission of 10% and a nonaccountable
expense reimbursement of 3% of the gross proceeds. In addition, AFFC may receive
up to 1,500,000 shares of the Class B Common Stock for nominal consideration if
certain placement targets are met. The offering will continue until all
4,000,000 shares are sold or until March 31, 2000, unless extended by mutual
agreement between AFFC and Q6 Technologies.
NOTE 3 - CONVERTIBLE SERIES B-1 PREFERRED STOCK
On October 16, 1998, eVision commenced a private placement of 1,500,000 shares
of its Series B Preferred Stock at a price of $10.00 per share. Before the
offering was terminated, 25,500 shares were sold. On May 12, 1999, eVision
commenced a second private placement of 1,500,000 shares of its Convertible
Series B Preferred Stock at $10.00 per share. The 25,500 shares of Series B
Preferred Stock sold in eVision's first offering were exchanged for Convertible
Series B Preferred Stock. Including the shares exchanged from the first
offering, 110,500 shares of Convertible Series B Preferred Stock were sold in
the second offering before it was terminated. eVision received $860,147 net of
offering costs of $244,853 for the 110,500 shares. The Convertible Series B
Preferred Stock was offered by American Fronteer, which was issued warrants,
which would allow the holder to purchase shares of eVision's Convertible Series
B Preferred Stock at a purchase price of $12.00 per share for five years.
American Fronteer also received a commission of 10% and a nonaccountable expense
allowance of 3% of the total amount sold in the offering.
On September 27, 1999, eVision commenced a private offering of 1,500,000 shares
of its Convertible Series B-1 Preferred Stock at a price of $10.00 per share and
110,500 shares were being offered in exchange for the Convertible Series B
Preferred Stock outstanding on a one-for-one basis. Through December 31, 1999,
508,000 shares of Convertible Series B-1 Preferred Stock were sold for proceeds
of $4,313,512, net of offering costs of $766,488. At December 31, 1999, eVision
had received subscriptions to shares of Convertible Series B Preferred stock in
the amount of $951,428 for which approvals of the investors had not yet been
obtained. All of these investors were approved in January 2000 and the shares of
Convertible Series B-1 Preferred Stock were then issued. The Convertible Series
B-1 Preferred Stock was offered by American Fronteer, which was issued 150,000
warrants that allow the holder to purchase shares of eVision's Convertible
Series B-1 Preferred Stock at a purchase price of $12.00 per share for five
years. American Fronteer also received a commission of 10% and a nonaccountable
expense allowance of 3% of the total amount sold in the offering. After the
payment of all offering costs, the Company will receive approximately
$12,975,000, net of offering costs of $2,025,000.
F-11
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Convertible Series B-1 Preferred Stock has a cumulative annual dividend rate
payable semi-annually of 8% in cash and 7% in additional shares of the
Convertible Series B-1 Preferred Stock. Online Credit International Ltd. (Online
International) has guaranteed the payment of any cash dividends that accrue on
the Convertible Series B-1 Preferred Stock through October 31, 2002. The
semi-annual dividend payable on shares of Convertible Series B-1 Preferred Stock
will be equivalent to three and one-half one hundredths of a share of
Convertible Series B-1 Preferred Stock for each outstanding share of Convertible
Series B-1 Preferred Stock. Any Convertible Series B-1 Preferred Stock issued as
a dividend on the Convertible Series B-1 Preferred Stock will have the same
dividend and the same terms as the Convertible Series B-1 Preferred Stock. The
dividend on the Convertible Series B-1 Preferred Stock is payable semi-annually
beginning October 31, 1999, and continuing each April 30 and October 31
thereafter, when and if declared by the Board of Directors. Each share of
Convertible Series B-1 Preferred Stock is immediately convertible by the holder
into 10 shares of eVision's common stock which is equivalent to a price of $1.00
per share of common stock. In addition, each share of Convertible Series B-1
Preferred Stock is automatically convertible into 10 shares of common stock at
$1.00 per share at such time as the closing bid price of the common stock is at
least $4.00 per share for 30 consecutive trading days. The Convertible Series
B-1 Preferred Stock is redeemable by eVision on or after October 1, 2003, at a
price of $12.50 per share plus any accrued and unpaid dividends. Accrued
dividends, for both the stock and the cash portions, for quarter ended December
31, 1999 were $97,936.
NOTE 4 - STOCKHOLDERS' EQUITY
As of September 30, 1999, the Employee Stock Ownership Plan of eVision had a
note payable to eVision that was secured by shares of eVision common stock.
During the quarter ended December 31, 1999, the loan amount of $350,000 plus
accrued interest of $212,007, was paid in full.
During the quarter ended December 31, 1999, the Company issued a total of
1,122,529 shares of common stock on the exercise of stock options by employees.
Cash proceeds for the exercise were $103,832. Included in the total are 603,373
shares of common stock were issued in a cashless exercise of options to purchase
840,000 shares of common stock and resulted in stock-based compensation expense
of $377,108.
During the quarter ended December 31, 1999, the Company granted options to
employees to purchase 1,311,000 shares of the Company's common stock at prices
ranging from $0.50 to $0.75 per share. The options vest over two to four years
and are exercisable for a period of ten years.
On January 16, 2000, options were granted to certain officers and directors to
purchase 750,000 shares of eVision common stock at an exercise price equal to
the market price of the shares on the grant date of $2.875 per share. The
options vest immediately and are exercisable for a period of ten years. On the
same date, the Board of Directors and these officers agreed to cancel previously
issued options for the purchase of 250,000 shares of common stock of eVision at
$0.20 per share, which were exercisable only if eVision maintains basic earnings
of $0.10 per share beginning with the year ended September 30, 1999.
F-12
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
On January 16, 2000, a similar earnings requirement provision of certain options
of certain directors was removed. The grants, previously made to two directors
for a total of 250,000 shares, had a provision that earnings per share had to be
$0.10 before any options would vest. The exercise price was not amended and this
resulted in compensation expense of approximately $600,000, which was recorded
in January 2000.
NOTE 5 - INVESTMENTS IN DEBT SECURITIES
As of December 31,1999, investments in debt securities of Asian corporations
traded on the Hong Kong Stock Exchange are as follows:
Amortized Fair Redemption Interest Maturity
Corporation Cost Value Value Rate Date
- -------------------- --------- ----- ---------- -------- --------
Paul Y-ITC ......... $ 707,798 884,700 1,000,000 5.00% 02/03/01
China Resources .... 1,135,139 1,286,871 1,720,667 2.00% 04/30/04
---------- ---------- ----------
$1,842,937 2,171,571 2,720,667
========== ========== ==========
The amortized cost value differs from the original cost by the amount of
purchase discount and redemption premium accreted to interest income since the
date of purchase. The debt securities carry a premium redemption value over the
face amount of each security. If the security is held to maturity, the Company
will receive a guaranteed premium, above the face value. The purchase discount
and the premium for holding each security to maturity were being accreted to
interest income over the remaining life of the security using the effective
interest rate method. As of December 31,1999, the securities are classified as
available-for-sale and are carried at fair value. Unrealized gains for the
quarter ended December 31, 1999 were $109,990, net of income tax expense of
$70,322.
Subsequent to December 31, 1999, the investments were sold for proceeds of
$2,267,640.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Skyhub Asia Company Limited
On January 24, 2000, eVision entered into an agreement whereby eVision agreed to
issue 1,185,209 shares of eVision's common stock in exchange for 60% of the
outstanding common shares of Gemtron International Global Ltd., which was
renamed Skyhub Far East, Inc. (Skyhub). eVision is only required to issue the
1,185,209 shares if eVision's shareholders approve an amendment to eVision's
Articles of Incorporation that increases the number of shares of common stock
eVision is authorized to issue. In the event the amendment is not adopted,
eVision has agreed to provide Skyhub with approximately $3,000,000 in financing
for the 60% interest. eBanker has loaned Skyhub $1,500,000 which bears interest
at 12% per annum, as part of the $3,000,000 financing commitment of eVision, to
F-13
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
be paid back when additional funding is available or through the issuance and
sale of the Company's common stock. eVision has agreed that the value of the
1,185,209 shares of eVision common stock will be no less than $3 million when
sold in an orderly manner in the open market. Any shortfall will be made up by
eVision in cash. Skyhub was incorporated in the British Virgin Islands on
December 28, 1998 and its only operations during 1999 consisted of contracts for
services, which grossed approximately $200,000 in revenues.
Global Med Technologies, Inc.
In May 1999, eBanker extended Global Med Technologies, Inc. (Global Med) a
$750,000 bridge loan commitment of which $750,000 was drawn as of September 30,
1999. Outstanding principal amounts under the loan were due December 31, 1999
and accrue interest at an interest rate of 12% per annum. The due date of the
bridge loan was extended until September 30, 2000 for a fee of 2%, or $15,000,
payable in 13,275 shares of common stock of Global Med. In addition, the loan
can be converted into shares of common stock of Global Med at any time prior to
the due date at $0.50 per share.
Online Credit Ltd. (Online Credit) had previously extended a bridge loan
commitment to Global Med. On October 4, 1999, the $2,000,000 bridge loan between
Global Med and Online Credit was replaced with a line of credit with similar
terms with eBanker. Outstanding principal amounts under the loan are due April
12, 2000 and accrue at an interest rate of 12%. The eBanker line of credit is
convertible into shares of common stock of Global Med at a price based on the
average closing bid price of the Global Med common stock for a period of fifteen
business days prior to conversion. In exchange for assuming the commitment,
86,957 shares of common stock of Global Med, previously issued to Online Credit,
were transferred to eBanker. Through February 14, 2000, Global Med had drawn
$1,000,000 on this line of credit.
Lockup Agreement
On October 25, 1999, Global Med entered into a Lockup Agreement with eBanker and
a Lockup Agreement with eVision. The agreements provide that eBanker and eVision
will not, between October 25, 1999 and October 28, 2000, without Global Med's
prior written consent, publicly offer, sell, contract to sell, grant any option
for the sale of, or otherwise dispose of, directly or indirectly, (i) warrants
to purchase 9,000,000 shares of Global Med's common stock at $0.25 per share
held by eBanker or warrants to purchase 1,000,000 shares of Global Med's common
stock at $0.25 per share held by eVision and (ii) any shares (the Shares, and,
together with the warrants, the Securities) of common stock issuable upon the
exercise of the warrants; provided, however, that eBanker or eVision may offer,
sell, contract to sell, grant an option for the sale of, or otherwise dispose of
all or any part of the Securities or other such security or instrument of Global
Med during such period if such transaction is private in nature and the
transferee of such Securities or other securities or instruments agrees, prior
to such transaction, to be bound by all of the provisions of the lockup
agreements. In exchange for entering into the agreements, eBanker and eVision
were issued 450,000 shares and 50,000 shares of common stock of Global Med,
respectively.
F-14
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In addition, the agreements provide (i) eBanker and eVision will not be
restricted from disposing of the Securities in the event that an unaffiliated
third party commences a tender offer for the outstanding common stock, and (ii)
eBanker and eVision will not be restricted from disposing of 450,000 and 50,000,
respectively, of the Securities in the aggregate if the closing sale price for
the Global Med common stock on the principal market on which it then trades
equals or exceeds $5.00 per share for any ten consecutive trading day period
preceding the date of such sale, and (iii) that there will be no restrictions
upon the ability of eBanker or eVision to exercise the warrants.
Online Credit Ltd.
The Company previously sold Online Credit a ten year $4,000,000 10% Convertible
Debenture that is convertible into shares of common stock of the Company and an
option to purchase an $11,000,000 12% Convertible Debenture that is convertible
into shares of common stock of the Company. As of December 31, 1998, Online
Credit had purchased a total of $8,000,000 of convertible debentures. The option
to purchase the $11,000,000 12% Convertible Debenture has $7,000,000 available
under option. The principal is due in ten years except for one installment of
$500,000 due in March 2000. During the quarter ended December 31, 1999, eVision
paid the interest accrued as of September 30, 1999 in the amount of $212,111
with the issuance of 428,583 shares of common stock of eVision.
Other
On December 23, 1996, AFFC received notification of an arbitration award in NASD
Arbitration No. 95-05062, Chang, et al. v. AFFC that was originally filed on
October 21, 1995. The allegations in the case related to a private placement
sold by a former broker at AFFC. In 1996, AFFC provided for damages that were
awarded in the amount $424,824 against AFFC, which AFFC appealed. During the
year ended September 30, 1999, AFFC lost the first appeal and the court ordered
AFFC to place on deposit, in a restricted cash account, the amount of $575,000.
On January 25, 2000, the case was settled for the amount of $517,000.
The Company is a defendant in certain arbitration and litigation matters arising
from its activities as a broker/dealer. In the opinion of management, these
matters including any damages awarded against the Company have been adequately
provided for in the accompanying consolidated financial statements, and the
ultimate resolution of these arbitration and litigation matters will not have a
significant adverse effect on the consolidated results of operations or the
consolidated financial position of the Company.
F-15
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - SEGMENT DISCLOSURE
<TABLE>
<CAPTION>
For the Three Months Ended December 31, 1999
Q6
Technologies
and
Consolidated AFFC Secutron eBanker Others Eliminations Total
- ------------ ---- ------------ ------ ------ ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Revenues from
unaffiliated customers ............. $ 5,253,678 1,049,772 242,264 103,098 -- 7,048,812
Intersegment revenues ................. -- -- 109,460 323,306 (432,766) --
----------- ----------- ---------- ----------- ---------- -----------
Total revenues ........................ 5,253,678 1,049,772 351,724 426,404 (432,766) 7,048,812
=========== =========== ========== =========== ========== ===========
Operating loss ........................ (438,567) 43,608 (61,454) (476,594) (109,460) (1,042,467)
Other income (expense), net ........... 13,002 (3,634) -- (106,423) 109,460 12,405
----------- ----------- ---------- ----------- ---------- -----------
Income (loss)from operations
before minority interest and
income taxes ...................... (425,565) 39,974 (61,454) (583,017) -- (1,030,062)
=========== =========== ========== =========== ========== ===========
Depreciation and
amortization ....................... 98,233 11,323 -- 5,311 -- 114,867
=========== =========== ========== =========== ========== ===========
Capital expenditures .................. $ 41,112 -- -- -- -- 41,112
=========== =========== ========== =========== ========== ===========
Identifiable assets as of
December 31, 1999 .................. $ 5,851,037 890,718 15,917,534 10,865,654 (5,633,006) 27,891,937
=========== =========== ========== =========== ========== ===========
<CAPTION>
For the Three Months Ended December 31, 1998
Q6
Technologies
and
Consolidated AFFC Secutron eBanker Others Eliminations Total
- ------------ ---- ------------ ------ ------ ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Revenues from
unaffiliated customers ............. $ 5,104,596 2,959,556 278,072 239,285 -- 8,581,509
Intersegment revenues ................. 16,904 100,000 -- 117,000 (233,904) --
----------- ----------- ---------- ----------- ---------- -----------
Total revenues ........................ 5,121,500 3,059,556 278,072 356,285 (233,904) 8,581,509
=========== =========== ========== =========== ========== ===========
Operating income (loss) ............... (474,062) 128,463 (26,985) (106,694) -- (479,278)
Other income (expense), net ........... 5,550 (926) -- (190,363) -- (185,739)
----------- ----------- ---------- ----------- ---------- -----------
Income (loss)from operations
before minority interest and
income taxes ....................... (468,512) 127,537 (26,985) (297,057) -- (665,017)
=========== =========== ========== =========== ========== ===========
Depreciation and
amortization ....................... 94,459 11,573 -- 318 -- 106,350
=========== =========== ========== =========== ========== ===========
Capital expenditures .................. $ 61,580 -- -- -- -- 61,580
=========== =========== ========== =========== ========== ===========
Identifiable assets as of
December 31, 1998 .................. $ 6,541,395 2,462,908 9,090,151 7,770,764 (7,433,952) 18,431,266
=========== =========== ========== =========== ========== ===========
</TABLE>
F-16
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8 - OTHER SUBSEQUENT EVENTS
In January 2000, a wholly owned subsidiary of eVision entered into an agreement
to purchase real property in Vancouver, British Columbia Canada, for
approximately $1.4 million, subject to certain general conditions. The property
is commercial real estate that would serve as the offices for NeuroWeb Canada,
Inc., an eVision subsidiary. Closing is anticipated to be on June 30, 2000. The
Company is currently investigating various financing alternatives.
On February 11, 2000, the board of directors of eBanker agreed to enter into a
loan agreement with Mr. Fai H. Chan, Chairman and Chief Executive Officer of
eVision and a director of eBanker, subject to legal review and shareholder
notice. Mr. Chan abstained from the vote of approval. The amount of the loan
would be $1,800,000, for a term of 18 months, interest at 16% per annum payable
semiannually, secured by 600,000 shares of common stock of American Pacific
Bank. The loan would contain a call option for 40,000 shares of common stock of
American Pacific Bank at a price of $4.50 exercisable for a period of 5 years.
F-17
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
eVision USA.Com, Inc.:
We have audited the accompanying consolidated balance sheet of eVision USA.Com,
Inc. and Subsidiaries as of September 30, 1999, and the related consolidated
statements of operations, comprehensive income (loss), stockholders' equity
(deficit), and cash flows for the year ended September 30, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of eVision USA.Com,
Inc. and Subsidiaries as of September 30, 1999, and the results of their
operations and their cash flows for the year ended September 30, 1999 in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
December 21, 1999
F-18
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
eVision USA.Com, Inc.:
We have audited the accompanying consolidated balance sheet of eVision USA.Com,
Inc. (formerly Fronteer Financial Holdings Ltd.) and Subsidiaries as of
September 30, 1998, and the related consolidated statements of operations,
comprehensive income (loss), stockholders' equity (deficit), and cash flows for
each of the years in the two-year period ended September 30, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of eVision USA.Com,
Inc. and Subsidiaries as of September 30, 1998, and the results of their
operations and their cash flows for each of the years in the two-year period
ended September 30, 1998, in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
December 30, 1998
F-19
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30,
ASSETS 1999 1998
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note 1) .............................................. $ 7,593,772 9,112,652
Certificate of deposit, restricted (Note 13) .................................... 575,000 --
Receivables from brokers or dealers and clearing organizations .................. -- 410,069
Trade receivables ............................................................... 1,009,918 1,157,841
Other receivables ............................................................... 542,209 667,425
Securities owned, at market value (Note 2) ...................................... 1,495,701 1,688,085
Notes receivable (Note 3) ....................................................... 3,150,000 --
Notes receivable, related party (Note 4) ........................................ 3,400,000 --
Investments in debt securities, available-for-sale, at market value (Note 5) .... 1,991,258 --
Other assets .................................................................... 271,026 261,606
----------- -----------
Total current assets ......................................................... 20,028,884 13,297,678
PROPERTY, FURNITURE AND EQUIPMENT, net (Note 6) .................................... 1,233,360 1,541,131
FINANCING COSTS, net of accumulated amortization
of $108,062 (Notes 7 and 10) ................................................... 917,812 --
OTHER LONG-TERM ASSETS ............................................................. 559,995 532,103
----------- -----------
Total assets ................................................................. $22,740,051 15,370,912
=========== ===========
See accompanying notes to consolidated financial statements.
F-20
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 1999 1998
- ---------------------------------------------- ---- ----
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses (Note 8) .................................... $ 3,417,849 2,514,860
Payable to clearing organization .................................................. 128,040 --
Current portion of long-term debt and capital lease obligations (Note 9) .......... 70,812 124,007
Accrued interest payable to related party (Note 11) ............................... 212,111 157,111
Current portion of convertible debentures to related party (Notes 11 and 13) .... 500,000 --
Deferred revenue .................................................................. 7,930 118,800
Other current liabilities ......................................................... 265,099 306,574
------------ ------------
Total current liabilities ...................................................... 4,601,841 3,221,352
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
net of current portion (Note 9) .................................................. 89,351 107,532
CONVERTIBLE DEBENTURES (Note 10) ..................................................... 6,747,383 6,101,448
CONVERTIBLE DEBENTURES TO RELATED PARTY
(Notes 11, 13 and 14) ............................................................ 7,500,000 7,000,000
DEFERRED RENT CONCESSIONS ............................................................ 1,540,715 1,654,766
------------ ------------
Total liabilities .............................................................. 20,479,290 18,085,098
------------ ------------
MINORITY INTEREST IN SUBSIDIARIES .................................................... 6,191,241 328,991
------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 1, 9, 10, 11, 13, 14, 16 and 17)
STOCKHOLDERS' EQUITY (DEFICIT) (NOTES 14 and 15):
Preferred Stock, 25,000,000 shares authorized, $0.10 par value;
110,500 shares of Convertible Series B issued and outstanding .................. 11,050 --
Common Stock; 100,000,000 shares authorized, $0.01 par value;
19,838,299 and 17,140,857 shares issued and outstanding ........................ 198,383 171,408
Additional paid-in capital ........................................................ 13,106,401 11,042,464
Accumulated deficit ............................................................... (17,144,251) (13,907,049)
Accumulated other comprehensive income ............................................ 247,937 --
Unearned ESOP shares (Note 16) .................................................... (350,000) (350,000)
------------ ------------
Total stockholders' equity (deficit) ........................................ (3,930,480) (3,043,177)
------------ ------------
Total liabilities and stockholders' equity (deficit) ........................ $ 22,740,051 15,370,912
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-21
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended September 30,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
REVENUE:
Brokerage commissions ...................................... $ 17,193,481 14,763,287 13,779,477
Investment banking ......................................... 1,299,209 2,227,289 3,003,794
Trading profits, net ....................................... 1,085,189 405,962 274,563
Other broker/dealer ........................................ 1,323,578 1,489,853 774,329
Computer hardware and software operations .................. 9,705,227 8,454,279 6,982,143
Interest income on investments and loans ................... 1,411,992 -- --
Gain on sale of assets (Notes 1 and 3) ..................... 2,129,864 -- --
Other ...................................................... 44,722 46,634 286,108
------------ ------------ ------------
Total revenue ....................................... 34,193,262 27,387,304 25,100,414
------------ ------------ ------------
COST OF SALES AND OPERATING EXPENSES:
Broker/dealer commissions .................................. 10,612,894 10,521,902 10,268,764
Computer cost of sales .................................... 8,752,669 7,979,162 5,767,136
Unrealized loss on securities (Note 17) .................... 65,315 1,751,792 --
Interest expense on convertible debentures (Note 10) ....... 1,012,956 84,031 --
General and administrative ................................. 15,435,464 13,359,245 11,252,747
Depreciation and amortization .............................. 427,816 389,234 338,945
------------ ------------ ------------
Total cost of sales and operating expenses ......... 36,307,114 34,085,366 27,627,592
------------ ------------ ------------
Operating loss ............................................. (2,113,852) (6,698,062) (2,527,178)
OTHER INCOME (EXPENSE):
Interest income ............................................ 114,754 300,705 150,203
Interest expense ........................................... (31,178) (17,390) (27,940)
Interest expense to related party (Note 11) ................ (827,527) (388,129) --
Other ...................................................... 29,422 (15,434) (22,580)
------------ ------------ ------------
Total other income (expense) ........................ (714,529) (120,248) 99,683
Loss before minority interest and income taxes ............. (2,828,381) (6,818,310) (2,427,495)
Minority interest in (earnings) loss ....................... (224,036) 129,363 (11,331)
------------ ------------ ------------
Loss from continuing operations before income taxes ........ (3,052,417) (6,688,947) (2,438,826)
Income tax (expense) benefit ............................... (136,631) (290,320) 448,524
------------ ------------ ------------
Loss from continuing operations ............................ (3,189,048) (6,979,267) (1,990,302)
------------ ------------ ------------
(Continued)
See accompanying notes to consolidated financial statements.
F-22
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
Year Ended September 30,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Loss from continuing operations ............................ $ (3,189,048) (6,979,267) (1,990,302)
Loss on sale of discontinued operations, net of
income tax benefit of $159,748 and $409,692
in 1998 and 1997, respectively (Note 19) ............... -- (249,861) (666,522)
Loss from discontinued operations, net of income tax
benefit of $101,788 and $411,631 in 1998 and
1997, respectively (Note 19) ........................... -- (159,207) (799,048)
------------ ------------ ------------
Loss from discontinued operations .......................... -- (409,068) (1,465,570)
------------ ------------ ------------
Loss before extraordinary item ............................. (3,189,048) (7,388,335) (3,455,872)
Extraordinary item-forgiveness of debt, net of income
tax expense of $585,000 (Note 19) ....................... -- 915,000 --
------------ ------------ ------------
Net loss ................................................... (3,189,048) (6,473,335) (3,455,872)
Preferred stock dividends .................................. (48,154) -- --
------------ ------------ ------------
Net loss applicable to common shareholders ................. $ (3,237,202) (6,473,335) (3,455,872)
============ ============ ============
Weighted average number of common shares
outstanding ............................................. 18,411,886 16,459,515 16,760,597
============ ============ ============
Basic earnings (loss) per common share:
Continuing operations ................................... $ (0.18) (0.42) (0.12)
Discontinued operations:
Sale of discontinued operations ................... -- (0.02) (0.04)
Discontinued operations ........................... -- (0.01) (0.05)
Extraordinary item ...................................... -- 0.06 --
------------ ------------ ------------
Total ............................................. $ (0.18) (0.39) (0.21)
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-23
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the Year Ended September 30,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net loss ...................................................... $(3,189,048) (6,473,335) (3,455,872)
Other comprehensive income:
Unrealized gain on available-for-sale securities,
net of tax of $158,517 (Notes 1 and 5) .................. 247,937 -- --
----------- ----------- -----------
Comprehensive income (loss) ................................... $(2,941,111) (6,473,335) (3,455,872)
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-24
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Convertible
Series B Additional
Preferred Common Paid-in
Stock Stock Capital
---------- ------ ----------
<S> <C> <C> <C>
Balances at September 30, 1996 ....................... $ -- 161,419 10,251,969
Proceeds from shares issued
through private placement, net
of issuance costs of $80,257 ...................... -- 7,296 715,021
Net loss ............................................. -- -- --
----------- ----------- -----------
Balances at September 30, 1997 ....................... -- 168,715 10,966,990
Issuance of common shares for
interest (Note 10) ................................ -- 4,128 217,539
Common stock received and
canceled in disposition of net
assets of discontinued operations (Note 19) ....... -- (4,935) (488,565)
Issuance of common shares for
branch office ..................................... -- 3,500 346,500
Net loss ............................................. -- -- --
----------- ----------- -----------
Balances at September 30, 1998 ....................... -- 171,408 11,042,464
Issuance of common shares on
exercise of stock options ......................... -- 2,840 53,947
Issuance of common shares for
interest (Note 11) ................................ -- 15,694 756,834
Issuance of common shares for
guarantee (Note 14) ............................... -- 2,500 60,000
Issuance of Convertible Series B
Preferred stock, net of issuance
costs of $244,853 (Note 14) ..................... 11,050 -- 849,097
Issuance of common shares in
settlement (Note 13) .............................. -- 5,500 319,500
Issuance of common shares for
extension of debt (Note 11) ....................... -- 441 24,559
Preferred stock dividends (Note 14) .................. -- -- --
Other comprehensive income:
Unrealized gain on
available-for-sale securities ..................... -- -- --
Net loss ............................................. -- -- --
----------- ----------- -----------
Balances at September 30, 1999 ....................... $ 11,050 198,383 13,106,401
=========== =========== ===========
F-25(a)
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(CONTINUED)
Accumulated
other
Accumulated comprehensive Unearned
Deficit Income ESOP stock Total
------------- ------------- ---------- -----
<S> <C> <C> <C> <C>
Balances at September 30, 1996 ....................... (3,977,842) -- (350,000) 6,085,546
Proceeds from shares issued
through private placement, net
of issuance costs of $80,257 ...................... -- -- -- 722,317
Net loss ............................................. (3,455,872) -- -- (3,455,872)
----------- ----------- ----------- -----------
Balances at September 30, 1997 ....................... (7,433,714) -- (350,000) 3,351,991
Issuance of common shares for
interest (Note 10) ................................ -- -- -- 221,667
Common stock received and
canceled in disposition of net
assets of discontinued operations (Note 19) ....... -- -- -- (493,500)
Issuance of common shares for
branch office ..................................... -- -- -- 350,000
Net loss ............................................. (6,473,335) -- -- (6,473,335)
----------- ----------- ----------- -----------
Balances at September 30, 1998 ....................... (13,907,049) -- (350,000) (3,043,177)
Issuance of common shares on
exercise of stock options ......................... -- -- -- 56,787
Issuance of common shares for
interest (Note 11) ................................ -- -- -- 772,528
Issuance of common shares for
guarantee (Note 14) .............................. -- -- -- 62,500
Issuance of Convertible Series B
Preferred stock, net of issuance
costs of $244,853 (Note 14) .................... -- -- -- 860,147
Issuance of common shares in
settlement (Note 13) .............................. -- -- -- 325,000
Issuance of common shares for
extension of debt (Note 11) ....................... -- -- -- 25,000
Preferred stock dividends (Note 14) .................. (48,154) -- -- (48,154)
Other comprehensive income:
Unrealized gain on
available-for-sale securities ..................... -- 247,937 -- 247,937
Net loss ............................................. (3,189,048) -- -- (3,189,048)
----------- ----------- ----------- -----------
Balances at September 30, 1999 ....................... (17,144,251) 247,937 (350,000) (3,930,480)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-25(b)
<PAGE>
<TABLE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES: 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net loss .............................................................. $(3,189,048) (6,473,335) (3,455,872)
Adjustments to reconcile net loss to net cash used by
continuing operations:
Issuance of common shares in exchange for services, .............. 1,097,528 555,761 --
interest expense and settlement agreement
Gain on sale of assets ........................................... (2,129,864) -- --
Loss from discontinued operations ................................ -- 409,068 1,465,570
Depreciation and amortization .................................... 427,816 389,234 338,945
Amortization of financing costs .................................. 108,062 -- --
Accretion of discount on investment in debt securities ........... (808,270) -- --
Extraordinary item, net of income tax of $585,000 ................ -- (915,000) --
Amortization of deferred rent .................................... (114,051) (61,763) (52,298)
Accretion on convertible bonds ................................... 114,601 6,576 --
Minority interest in earnings (loss) ............................. 224,036 (129,363) 11,331
Unrealized loss on trading securities ............................ 65,315 1,751,792 --
Other ............................................................ (14,883) 290,320 352,332
Changes in operating assets and liabilities:
Decrease (increase) in receivables from clearing organization .... 538,109 1,635,065 (434,696)
Decrease (increase) in trade receivables ......................... 147,923 (370,870) 218,109
Decrease (increase) in other receivables ......................... 125,216 (285,217) (375,083)
Decrease (increase) in securities owned, net ..................... (1,190,931) (2,568,555) 837,238
Decrease (increase) in other assets .............................. 5,464 562,450 (683,850)
Increase (decrease) in accounts payable and
accrued expenses ............................................ 681,879 (701,701) 770,035
Increase (decrease) in deferred revenue .......................... (110,870) 118,800 (24,400)
Increase (decrease) in other current liabilities ................. (41,475) 57,019 (7,960)
----------- ----------- -----------
Net cash used by continuing operations ................................ (4,063,443) (5,729,719) (1,040,599)
Net cash provided (used) by discontinued operations ................... -- 597,682 (1,222,461)
----------- ----------- -----------
Net cash used by operating activities ..................... (4,063,443) (5,132,037) (2,263,060)
----------- ----------- -----------
(Continued)
See accompanying notes to consolidated financial statements.
F-26
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Year Ended September 30,
CASH FLOWS FROM INVESTING ACTIVITIES: 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Purchase of property, furniture and equipment ...................... (238,263) (746,576) (417,476)
Disposal of property ............................................... 144,849 -- --
Investment in certificate of deposit ............................... (575,000) -- --
Purchase of debt securities ........................................ (4,635,275) -- --
Proceeds from sale of debt securities .............................. 4,306,603 -- --
Advances on notes receivable ....................................... (3,700,000) -- --
Proceeds from sale of Clearing Operation ........................... -- -- 1,048,075
Other investing activities ......................................... 5,463 (284,862) (214,393)
Proceeds from sale of Fronteer Capital ............................. 150,000 -- --
Net cash provided by discontinued operations ....................... -- 221,975 2,498,472
----------- ----------- -----------
Net cash provided (used) by investing activities ...................... (4,541,623) (809,463) 2,914,678
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Fronteer Development Private
Placement Units, net of offering costs ........................ 534,953 6,297,898 --
Proceeds from issuance of convertible debentures to related party ... 1,000,000 7,000,000 --
Proceeds from sale of eBanker March 1999 units, net of .............. --
offering costs ................................................ 4,678,754 --
Proceeds from issuance of Convertible Series B Preferred
Stock, net of offering costs .................................. 860,147 -- --
Net payments on borrowings from related parties ..................... -- (150,102) (190,900)
Principal payments on borrowings .................................... (61,922) (86,366) (1,207,802)
Net proceeds from issuance of common stock .......................... -- -- 722,317
Net proceeds from exercise of stock options ......................... 56,787 -- --
Proceeds from exercise of eBanker warrants .......................... 27,435 -- --
Other financing activities .......................................... (9,968) (88,000) 88,000
----------- ----------- -----------
Net cash provided (used) by financing activities ...................... 7,086,186 12,973,430 (588,385)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND ................................... (1,518,880) 7,031,930 63,233
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR .......................... 9,112,652 2,080,722 2,017,489
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR ................................ $ 7,593,772 9,112,652 2,080,722
=========== =========== ===========
(Continued)
See accompanying notes to consolidated financial statements.
F-27
<PAGE>
<CAPTION>
eVISION USA.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
SUPPLEMENTAL DISCLOSURES RELATED TO STATEMENTS OF CASH FLOWS:
Year Ended September 30,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash payments for:
Interest:
Continuing operations ......................................... $ 31,178 22,425 27,940
Discontinued operations ....................................... -- 9,350 142,508
------------ ------- -------
Total cash paid for interest ................ $ 31,178 31,775 170,448
============ ======= =======
Income taxes: .................................................... $ 160,780 7,047 129,831
============ ======= =======
OTHER NONCASH INVESTING AND FINANCING ACTIVITIES:
McLeod note payable applied against purchase
price of directories (Note 19) ................................ $ -- -- 500,000
============ ======= =======
Common stock received for sale of discontinued
operations (Note 19) .......................................... $ -- 493,500 --
============ ======= =======
Interest paid to related party by issuance of
common stock (Note 11) ........................................ $ 772,528 221,667 --
============ ======= =======
Acquisition of furniture and equipment by issuance
of common stock ............................................... $ -- 15,906 --
============ ======= =======
Note receivable exchanged for stock of Fronteer Capital ............ $ 2,850,000 -- --
============ ======= =======
Shares issued for guaranty of dividends on
Convertible Series B-1 Preferred Stock (Note 14) .............. $ 62,500 -- --
============ ======= =======
Shares issued for financing costs (Note 14) ....................... $ 25,000 -- --
============ ======= =======
Shares issued in settlement of litigation ......................... $ 325,000 -- --
============ ======= =======
Equipment purchased under capital lease ........................... $ 146,653 -- --
============ ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-28
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
eVision USA.Com, Inc., (eVision or the Company) is a holding company that was
incorporated under the laws of the state of Colorado on September 14, 1988.
eVision's consolidated subsidiaries include companies that:
o operate as a fully disclosed securities broker/dealer;
o intend to provide transaction processing, networking and internet based
services;
o design, develop, install, market and support software systems for the
securities brokerage industry; and
o provide leveraged financing, including proposed financing over the
Internet.
The consolidated subsidiaries include all of the following identified majority
owned or controlled companies. All significant intercompany transactions have
been eliminated.
In December 1997, Heng Fung Capital [S] Private Limited (Heng Fung Private), a
subsidiary of Online Credit International Ltd., formerly Heng Fung Holdings
Company Limited (Online International), purchased 1,136,364 shares of the
Company's outstanding common stock from Robert A. Fitzner, Jr. and Robert L.
Long, former officers and directors of the Company, and from two other employees
of American Fronteer Financial Corporation (American Fronteer or AFFC). In
December 1997, Robert A. Fitzner, Jr. and Heng Fung Private agreed that, upon
the regulatory approval of the National Association of Securities Dealers, Inc.
(NASD) of a change in the beneficial ownership of 25% or more of AFFC, Heng Fung
Private would purchase an additional 3,556,777 shares of the Company's
outstanding common stock from Mr. Fitzner which were purchased in February 1998.
American Fronteer Financial Corporation
American Fronteer, a wholly owned subsidiary of eVision, was incorporated in
1974 to engage in the retail stock brokerage business in the Rocky Mountain
Region of the United States. American Fronteer is registered as a broker/dealer
with the Securities and Exchange Commission (Commission), is a member of the
NASD and the Boston Stock Exchange, is an associate member of the American Stock
Exchange, and is registered as a securities broker/dealer in all 50 states.
American Fronteer is a member of the Securities Investor Protection Corporation
(SIPC) and other regulatory and trade organizations. American Fronteer is also
licensed to sell insurance products in certain states. American Fronteer's
business consists of providing retail securities brokerage and investment
services, trading fixed income and equity securities, providing investment
banking services to corporate and municipal clients, managing and participating
in underwriting corporate and municipal securities, and selling a range of
professionally managed mutual funds and insurance products.
F-29
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
American Fronteer's principal executive office and Denver, Colorado branch
office are located at One Norwest Center, 1700 Lincoln Street, 32nd Floor,
Denver, Colorado 80203. American Fronteer also has branch offices located in San
Francisco, California; Colorado Springs, Colorado; West Palm Beach, Florida;
Atlanta, Georgia; Chicago, Illinois; Metairie, Louisiana; Las Vegas, Nevada;
Albany, New York; New York, New York; Dallas, Texas; and Reston, Virginia.
eBanker USA.com, Inc.
Fronteer Development Finance Inc., a Delaware corporation (Fronteer
Development), was incorporated in the state of Delaware in March 1998 to operate
as a finance company. Fronteer Income Growth Inc. (FIGI), a wholly owned
subsidiary of Fronteer Development, was incorporated in September 1998 under the
International Business Companies Ordinances of the Territory of the British
Virgin Islands. In March 1999, Fronteer Development was merged into eBanker
USA.com, Inc. (eBanker), a Colorado corporation, primarily for the purpose of
effectuating a name change to eBanker and becoming a Colorado corporation.
eBanker USA.com, Inc. is a 29% owned consolidated subsidiary of eVision. In
addition to its 29% equity interest, eVision also has the right to cast 50% of
the vote in the election of eBanker's directors due to its ownership of the
preferred stock of eBanker. eBanker has entered into a management agreement with
eVision to assist in the management of eBanker's business including providing
assistance in the (i) identification of lending opportunities, (ii) credit
analysis of potential borrowers, (iii) structure of loans, including
yield-enhancing equity participation and collateral arrangements and (iv)
administration of loans. In exchange for such services, eVision is entitled to
an annual fee equal to 10% of eBanker's pretax profits as determined from
eBanker's annual audited financial statements.
eBanker was created with the purpose of providing a wide range of on-line
financial lending products and services. eBanker intends to identify, target and
serve high-margin, global financial market segments, through its interactive and
multimedia website. eBanker's website first became operational in September
1999. The website is still in its initial phase of development and will
continually be expanded. eBanker has been designed as a non-deposit taking,
broad financial services entity, so that it is not subject to the regulations
facing traditional financial institutions. To date, eBanker's activities have
consisted of raising approximately $13,000,000 from outside sources in private
placements of securities, and making loans to affiliated and unaffiliated
entities.
F-30
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Q6 Technologies, Inc.
Q6 Technologies, Inc. (Q6 Technologies), is a Colorado corporation formed in
March 1999 by Q6 Group, LLC, a Pennsylvania limited liability company, and
eVision. Q6 Technologies is currently a development stage company with no
continuing operations. On June 18, 1999, Q6 Technologies acquired from eVision
72.8% of the outstanding common stock of Secutron Corp., a Colorado corporation
that designs, develops, installs, markets and supports software systems for the
securities brokerage industry (Secutron). Secutron has one wholly owned
subsidiary, MidRange Solutions Corp., a Colorado corporation that is a
distributor and systems integrator of computer products to the Rocky Mountain
region (MidRange). Q6 Technologies' interests in Secutron were acquired in the
early formation and capitalization of Q6 Technologies with eVision. Q6
Technologies subsequently increased its ownership of Secutron to approximately
78% in September 1999 and 95% in December 1999 in connection with the settlement
of a lawsuit by eVision and Secutron. Q6 Technologies determined that the
Secutron and MidRange businesses were not an appropriate part of Q6
Technologies' long-term business strategy. Effective December 17, 1999, Q6
Technologies transferred its ownership interests in Secutron and its wholly
owned subsidiary, MidRange, back to eVision in return for the cancellation of
5,000,000 shares of Class B Common Stock of Q6 Technologies previously held by
eVision and certain contractual concessions. eVision continues to hold 944,444
shares of Class A Common Stock and 555,556 shares of Class B Common Stock of Q6
Technologies.
Secutron Corporation
Secutron was incorporated in Colorado in May 1979. Secutron's business consists
of designing, developing, installing, marketing, and supporting software systems
for the securities brokerage industry. Secutron markets hardware and software to
securities brokerage firms. Secutron is also an Internet service provider
providing Internet services ranging from access to the Internet to development
and maintenance of Web sites. Secutron's wholly owned subsidiary, MidRange, is a
Colorado corporation formed on January 1, 1993. MidRange is an IBM business
partner selling IBM hardware and hardware manufactured by competitors of IBM,
and acts as a distributor for software products which are proprietary to third
parties. MidRange sells hardware and software to businesses in several different
industries, including manufacturers, distributors and healthcare providers.
Subsequent to September 30, 1999, eVision entered into an agreement to sell the
assets of MidRange. MidRange is included in the Q6 Technologies and Secutron
business segment, which includes computer hardware, software and related
technology investments of eVision.
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, the Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents. Cash on deposit in excess of Federal Deposit Insurance
Corporation limits was $4,262,993 and $3,108,678, as of September 30, 1999 and
1998, respectively. Included in cash and cash equivalents as of September 30,
1999 and 1998 were $447,379 and $5,705,696, respectively, which were invested in
a U.S. Government obligation mutual fund. The U.S. Government obligation mutual
fund invests in U.S. Treasury and agency obligations and in repurchase
agreements, which have these securities as collateral.
F-31
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
TRADE RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
The allowance for doubtful accounts is maintained at a level adequate to absorb
probable losses and credit losses inherent in the business based upon specific
identification of probable losses and the Company's prior history of credit
losses. Management determines the adequacy of the allowance based upon reviews
of individual accounts, recent loss experience, current economic conditions, the
risk characteristics of the various categories of accounts and other pertinent
factors.
OTHER RECEIVABLES
Other receivables include receivables from employees, for forgivable loans made
to retail brokers. Such loans bear interest at 8% to 10% and generally are due
within two to five years from the date the broker joins the Company. The loans
and interest are forgiven over the term of the loans and are amortized on a
straight-line basis through a charge to commissions expense. In the event a
broker leaves the Company prior to the end of the loan term, the unforgiven loan
balance and related interest are collectible from the broker.
SECURITIES
Securities transactions and related revenue and expense associated with the
Company's broker/dealer operations are recorded on a settlement date basis,
usually the third business day following the trade date. The effect of using
settlement date rather than trade date for the recording of securities
transactions is not significant. In accordance with financial reporting
requirements for broker/dealers, AFFC's financial instruments, including
securities, are all carried at market value. Securities without a readily
available market value are recorded at estimated fair value. Unrealized
appreciation or depreciation is included in operations as trading profit or
loss. Realized gains and losses are determined using the average cost method.
Marketable equity securities held by other subsidiaries are identified as being
available-for-sale or trading securities and carried at estimated market value.
Unrealized gains and losses are reported as other comprehensive income in the
case of available-for-sale securities.
Statement of Financial Accounting Standards (SFAS) No. 119, Disclosure about
Derivative Financial Instruments and Fair Value of Financial Instruments,
prescribes disclosure requirements for transactions in certain derivative
financial instruments including futures, forward, swap, and option contracts,
and other financial instruments with similar characteristics. Although the
Company is authorized to enter into such transactions in the ordinary course of
business, and may do so in the future, no such transactions have been
consummated.
F-32
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
CONCENTRATIONS OF RISK
eBanker had originally invested approximately $4,700,000 in debt securities of
Asian corporations, which were traded on the Hong Kong Stock Exchange. Beginning
in the fourth quarter of the year ended September 30, 1999, management began
selling these investments. The proceeds are on deposit in a brokerage account in
the Commerzbank in Singapore. As of September 30, 1999, the Company had
investments in debt securities of $1,991,258.
INVESTMENTS IN DEBT SECURITIES AND COMPREHENSIVE INCOME
eBanker has invested in debt securities of various corporations that are traded
on the Hong Kong Stock Exchange. The Company had classified these debt
securities as held-to-maturity securities. Consequently, the investments were
reported at amortized cost. The debt securities carry a premium redemption value
over the face amount of each security. If the security is held-to-maturity, the
Company will receive a guaranteed premium above the face value. The purchase
discount and the premium for holding each security to maturity were being
accreted to interest income over the remaining life of the security using the
effective interest rate method.
As of June 30, 1999, management changed its investment strategy with respect to
the debt securities to systematically sell the debt securities. Consequently,
the investments in debt securities have been transferred from the
held-to-maturity category to the available-for-sale category, are carried at
fair value based on quoted market prices and all unrealized gains, net of
applicable income tax expense, have been reported as other comprehensive income
in the accompanying financial statements. When an investment is sold and the
gain or loss is realized, the gain or loss will be reclassified from other
comprehensive income and be recognized as a component of net loss.
FINANCIAL INSTRUMENTS
The fair value of a financial instrument represents the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced sale or liquidation. Significant differences can arise
between the fair value and carrying amount of financial instruments that are
recognized at historical cost amounts.
The fair values of the Company's short-term and long-term debt either
approximate fair value or are estimated using discounted cash flow analyses
based on the Company's current incremental borrowing rates for similar types of
borrowing arrangements.
The Company's off balance sheet financial instruments are primarily warrants to
purchase 10,000,000 shares of the common stock of Global Med Technologies, Inc.
(Global Med) at $0.25 per share. The warrants have not been valued due to the
significant ownership of Global Med it would represent if the warrants were
exercised and due to the limited market for sales of shares of Global Med common
stock.
F-33
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
REVENUE AND COST RECOGNITION
Revenue from the sale of computer equipment and installation of software is
generally recognized when the equipment and related software is installed and
accepted by the customer. Revenue from hardware and software sales is primarily
generated by MidRange which is an IBM business partner selling IBM hardware and
hardware manufactured by competitors of IBM, and acts as a distributor for
software products which are proprietary to third parties.
Costs incurred in researching, designing, and planning for the development of
new software are included in computer hardware and software operations in the
accompanying consolidated financial statements. All amounts are charged to
operations as incurred until such time as the costs meet the criteria for
capitalization. Such costs have not been significant. General and administrative
costs are charged to expenses as incurred.
Underwriting revenues are recorded when services for the transactions are
substantially complete. Transaction related expenses are deferred and later
expensed to match revenue recognition.
PROPERTY, FURNITURE AND EQUIPMENT
Property, furniture and equipment are recorded at cost. Depreciation of
property, furniture and equipment is computed using the accelerated and
straight-line methods based on the estimated useful lives of the assets. Real
property had an estimated useful life of forty years; furniture and vehicles of
three to five years; and equipment has estimated lives ranging from five to ten
years. Equipment under capital leases and leasehold improvements are amortized
straight line over shorter of the lease term or estimated useful life of the
asset.
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis and operating
loss and tax credit carryforwards. If deferred tax asset realizability is not
considered to be more likely than not, a valuation allowance is provided.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
F-34
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company has adopted the disclosure provisions of Statement of Financial
Accounting Standards No. 123 (SFAS No. 123), Accounting for Stock-Based
Compensation. As permitted under SFAS No. 123, the Company continues to
recognize stock-based compensation costs under the intrinsic value based method
of accounting as prescribed by Accounting Principles Board Opinion No. 25 (APB
No. 25), Accounting for Stock Issued to Employees.
ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and 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 those estimates.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
As a securities broker/dealer, AFFC is engaged in various securities trading and
brokerage activities. A portion of AFFC's transactions are collateralized and
are executed with and on behalf of institutional investors including other
broker/dealers. AFFC's exposure to credit risk associated with the
nonperformance of these customers in fulfilling their contractual obligations
pursuant to securities transactions can be directly impacted by volatile trading
markets which may impair the customers' abilities to satisfy their obligations
to AFFC. AFFC's principal activities are also subject to the risk of
counterparty nonperformance.
eVision is a party to various financial instruments with off-balance-sheet risk
as part of its normal course of business, including contractual commitments to
extend credit and other assistance to third parties. These financial instruments
involve, to varying degrees, elements of credit risk, which are not recognized
in eVision's consolidated balance sheets.
RECLASSIFICATIONS
Certain reclassifications have been made to prior years' consolidated financial
statements to conform to current year's presentation.
F-35
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement was effective for all fiscal
quarters beginning after June 15, 1999. In July 1999, the FASB issued Statement
No. 137, Accounting for Derivative Instruments and Hedging Activities -Deferral
of the Effective Date of FASB Statement No. 133. The Statement defers the
effective date of Statement No. 133 to all fiscal quarters of all fiscal years
beginning after June 15, 2000. The Company has not completed its evaluation of
the impact of this Statement. .
NOTE 2. SECURITIES OWNED
Securities owned consisted of the following:
September 30,
1999 1998
---- ----
Corporate securities $ 1,337,324 1,401,672
U.S. government obligations 1,644 3,978
Municipal obligations 156,733 282,435
---------- ----------
$ 1,495,701 1,688,085
=========== ==========
At September 30, 1998, corporate securities included $1,066,972 invested in
Online Credit International Ltd. (Online International), formerly Heng Fung
Holdings Company Limited, affiliated entities.
NOTE 3. NOTES RECEIVABLE
Notes receivable at September 30, 1999 consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Note receivable from unaffiliated entity, interest at 14%,
principal and interest due July 2000, secured by equity securities $ 2,850,000
Note receivable from unaffiliated entity, interest at 12%,
principal and interest due December 31, 1999, unsecured 50,000
Note receivable from unaffiliated entity, interest at 12%,
interest payable quarterly, matures July 1, 2000, unsecured 250,000
-----------
$ 3,150,000
===========
</TABLE>
F-36
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3. NOTES RECEIVABLE (Continued)
Sale of Fronteer Capital
On July 30, 1999, eVision entered into a Stock Purchase Agreement with Ladsleigh
Investments Limited, BVI whereby eVision agreed to sell and Ladsleigh agreed to
purchase 100% of the stock of a wholly owned subsidiary of eVision, Fronteer
Capital, Inc., for $3,000,000, excluding cash and warrants to purchase equity in
a publicly traded company. The primary assets were approximately 122,084,000
shares of the common stock of Online International, originally purchased in open
market transactions on the Hong Kong Stock Exchange. The purchase price of
Fronteer Capital was based on the fair value of the primary assets held by
Fronteer Capital as of July 30, 1999 based on a third party quotation service.
Unrealized gains on these trading securities held by Fronteer Capital through
July 30, 1999 of approximately $1,682,000 have been realized. The purchase price
was paid in cash of $150,000 and in the form of a promissory note for
$2,850,000, which bears interest at 14% and is due July 30, 2000. To secure the
promissory note, eVision will hold all the primary assets of Fronteer Capital in
escrow.
Other
During the year ended September 30, 1999, eBanker advanced $300,000 to two
unaffiliated entities, for the purpose of funding temporary working capital
needs. The loans are expected to be repaid from proceeds of private placements
for which AFFC is acting as the selling agent. eBanker received a warrant to
purchase 10% of the outstanding shares of common stock at the time of the
private placement offering as a loan origination fee for the $50,000 note
receivable. For the $250,000 note receivable, eBanker received a loan
origination fee of warrants to purchase 200,000 shares of common stock of the
entity at $1.25 per share in addition to a fee of 1% of the loan amount.
Subsequent to year end, eBanker advanced an additional $100,000 to this entity
for which it received warrants to purchase 80,000 shares of common stock at
$1.25 per share plus a fee of 1% of $100,000 or $1,000.
NOTE 4. NOTES RECEIVABLE, RELATED PARTY
Notes receivable, related party at September 30, 1999 consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Note receivable from affiliated company, interest at 12% payable monthly,
matures April 2000 $ 2,650,000
Note receivable from affiliated company, interest at 12% payable monthly,
matures December 31, 1999 750,000
------------
$ 3,400,000
============
</TABLE>
F-37
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4. NOTES RECEIVABLE, RELATED PARTY (Continued)
Global Med Technologies, Inc.
As of September 30, 1999, notes receivable, related party consists of notes
receivable of eBanker from Global Med which total $3,400,000. Global Med is an
affiliated company due to common control. Fronteer Capital had committed to lend
Global Med $1,650,000 primarily for working capital, with interest at 12% per
annum. In exchange for the commitment, Fronteer Capital earned a warrant to
purchase 1,000,000 common shares of Global Med at $0.25 per share. During
October 1998, eBanker agreed to an assignment of the loan commitment from
Fronteer Capital to Global Med, excluding any warrants. As of September 30,
1999, eBanker had advanced $1,650,000 to Global Med on this line of credit. In
return for the loan, eBanker received a warrant to purchase 5,000,000 common
shares of Global Med at $0.25 per share.
In October 1998, eBanker purchased a portion of notes receivable from Global Med
to Online Credit Limited, formerly known as Heng Fung Finance Company Limited
(Online Credit). The total note receivable from Global Med was $1,500,000. Of
this amount, eBanker purchased $1,000,000 and a warrant to purchase 4,000,000
common shares of Global Med at $0.25 per share from Online Credit for
$1,100,000.
The total amount owed eBanker as of September 30, 1999 under these lines of
credit from Global Med was $2,650,000. The common stock purchase warrants held
by eBanker total 9,000,000 shares of common stock of Global Med for $0.25 per
share. The warrants are carried at a cost of $100,000, and are included in other
assets. Interest on the loans is 12% per annum. The loans were originally due
and the commitment expired April 15, 1999.
In March 1999, eBanker granted an extension of the loan due date until April 15,
2000. In addition, the default conversion price described below was increased to
$0.25 per share from $0.05 per share. In consideration for the change in terms,
Global Med agreed to pay eBanker a 2% fee of $53,000, payable in 42,400 shares
of restricted Global Med common stock.
If Global Med defaults on the repayment of any amount borrowed pursuant to the
notes originally issued to Online Credit, all existing members of the board of
directors of Global Med will have to resign and Online Credit will have the
right to appoint all new members. If there is default and Online Credit does not
exercise its rights on default, eBanker will have the same rights on default on
the repayment of any amounts borrowed pursuant to the Fronteer Capital
commitment as Online Credit as are specified above. In addition, if Global Med
defaults on the repayment of amounts owed to eBanker, the loans may be converted
to common stock of Global Med at a default conversion price of $0.25 per share.
F-38
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4. NOTES RECEIVABLE, RELATED PARTY (Continued)
In March 1999, eBanker entered into a bridge loan agreement with Global Med for
$750,000. The promissory note is convertible into common stock of Global Med at
a price based upon the average bid price of Global Med's common stock for a
period of 15 business days prior to April 15, 1999. As of September 30, 1999,
Global Med had an outstanding balance due on the loan of $750,000. Outstanding
principal amounts under the loan are due December 31, 1999 and accrue at an
interest rate of 12%. Interest is payable monthly. eBanker received a loan
commitment fee of 2% or $15,000, which was paid in 13,275 shares of Global Med
common stock.
NOTE 5. INVESTMENTS IN DEBT SECURITIES
As of September 30, 1999, investments in debt securities of Asian corporations
traded on the Hong Kong Stock Exchange are as follows:
Carrying Interest Maturity
Corporation Value Rate Date
-------------------- ------- -------- --------
China Resources $ 1,199,558 2.00% 04/30/04
Paul Y-ITC 791,700 5.00% 02/03/01
-----------
$ 1,991,258
===========
As of September 30, 1999, the debt securities are classified as
available-for-sale and carried at fair value. At September 30, 1999, gross
unrealized gains on the securities were $406,454, with the net of tax unrealized
gain of $247,937 recorded in accumulated other comprehensive income.
During the year ended September 30, 1999, proceeds from the sale of
available-for-sale securities were $4,306,603 with gross realized gains of
$447,863. For the purpose of determining gross realized gains, the cost of the
securities sold is based on specific identification.
F-39
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6. PROPERTY, FURNITURE AND EQUIPMENT
Property, furniture and equipment consisted of the following:
September 30,
1999 1998
---- ----
Furniture and equipment .......................... $ 2,901,228 2,923,665
Leasehold improvements ........................... 599,107 558,520
Real property .................................... -- 245,100
----------- -----------
3,500,335 3,727,285
Less accumulated depreciation and amortization ... (2,266,975) (2,186,154)
----------- -----------
$ 1,233,360 1,541,131
=========== ===========
NOTE 7. FINANCING COSTS
As of September 30, 1999, financing costs, amortized over the life of the debt
instruments using the effective interest rate method, consisted of the
following:
<TABLE>
<CAPTION>
Financing Accumulated
costs amortization Net
--------- ------------ ---
<S> <C> <C> <C>
Offering costs of the eBanker private placement
units allocated to the convertible debentures
(Note 10) ......................................... $ 938,374 (97,644) 840,730
Financing costs for guarantee of dividends by
related party (Note 14) ............................ 62,500 (4,168) 58,332
Financing fee for extension of due date for the
convertible debenture to related party (Note 11) ... 25,000 (6,250) 18,750
----------- ----------- -----------
$ 1,025,874 (108,062) 917,812
=========== =========== ===========
</TABLE>
F-40
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
September 30,
1999 1998
---- ----
Trade accounts payable $ 1,324,594 1,313,225
Accrued legal reserves 819,001 500,000
Payroll related accounts 582,409 553,197
Other accrued expenses 691,845 148,438
------------ ----------
$ 3,417,849 2,514,860
============ ==========
NOTE 9. LEASES AND LONG-TERM DEBT
Leases
The Company and its subsidiaries lease office space under long-term
noncancelable operating leases. The leases provide for annual escalations for
utilities, taxes, and service costs, as well as escalating rental rates over the
term of the leases. The Company has two capital leases. One is for communication
equipment with a balance of $30,876 as of September 30, 1999. The Company pays
$1,030 per month through October 2002, which results in an effective interest
rate of approximately 12%. The other capital lease, for computer hardware and
software, has a balance of $129,287 as of September 30, 1999, with payments of
$4,871 per month through April 2002, which results in an effective interest rate
of approximately 12%.
Rent expense included in the consolidated statements of operations was
$1,983,102, $1,809,255 and $1,387,125 for the years ended September 30, 1999,
1998 and 1997, respectively.
Included in equipment and fixtures in the accompanying balance sheets are the
following assets held under capital leases:
September 30,
1999 1998
---- ----
Communication equipment $ 46,807 46,807
Computer hardware and software 146,653 --
----------- -----------
Assets under capital lease 193,460 46,807
Less accumulated amortization (40,651) (10,921)
---------- -----------
Assets under capital lease, net $ 152,809 35,886
========== ===========
F-41
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9. LEASES AND LONG-TERM DEBT (Continued)
The following represents the minimum lease payments remaining under capital
leases and the future minimum lease payments for all noncancelable operating
leases included in continuing operations at September 30, 1999:
Capital Operating
Leases Leases
------- ---------
2000 $ 70,812 2,049,056
2001 70,812 1,915,919
2002 46,457 1,638,905
2003 -- 1,347,421
2004 -- 1,160,595
Thereafter -- 2,901,767
-------- ----------
Total minimum lease payments 188,081 11,013,663
==========
Less amount representing interest (27,918)
---------
Present value of minimum lease payments $ 160,163
=========
Long-Term Debt
Long-term debt as of September 30, 1998 was comprised of a capital lease
described above and a note payable to a bank, secured by real property, with
monthly payments of $3,333 plus accrued interest. Interest was at 8.50% and the
loan matured March 1, 2001. During the year ended September 30, 1999, the
Company sold the real property and paid the note in full. The balances as of
September 30 were as follows:
1999 1998
---- ----
Capital leases $ 160,163 114,872
Long-term debt -- 116,667
---------- ----------
160,163 231,539
Less current portion (70,812) (124,007)
---------- ----------
$ 89,351 107,532
========== ==========
F-42
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10. CONVERTIBLE DEBENTURES
Fronteer Development May 1998 Private Placement
On May 26, 1998, Fronteer Development Finance Inc. (which was later merged into
eBanker) commenced a private placement of 30,000 units (Unit) each consisting of
(i) one $1,000 convertible debenture, due August 1, 2008, paying 10% per annum;
(ii) 100 Class A common shares; and (iii) warrants exercisable at $3.00 per
share for 500 Class A common shares (Fronteer Development Private Placement).
The convertible debentures are convertible into Class A common shares at a
conversion price of $5.00 per share.
Per the terms of the Fronteer Development Private Placement, the portion of the
cost per Unit allocable to the convertible debentures is 83.4%. As of September
30, 1999, a total of 7,958 units were issued through the eBanker Private
Placement for proceeds of $6,832,851, net of issuance costs of $1,125,149.
Therefore, the convertible debentures were recorded at 83.4% of the $7,958,000
face amount of the convertible debentures. The discount on the convertible
debentures is being amortized as an adjustment to the stated interest rate of
10% using the interest method. Original issue discount amortization of $114,601
and $6,576 has been recognized through September 30, 1999 and 1998,
respectively.
The convertible debentures are scheduled to mature on August 1, 2008 and
generally are not callable by eBanker prior to maturity. Interest is at 10% per
annum, payable each January 31st and July 31st. These debentures are convertible
into shares of common stock of eBanker at a conversion price of $5.00 per share.
Accrued interest expense on the convertible debentures at September 30, 1999 and
1998 was $132,633 and $77,454, respectively.
The offering memorandum for the Fronteer Development Private Placement included
3,000,000 shares of authorized Class B common stock, and required eVision to
purchase Class B common stock in the amount of no less than 26.67% of the amount
of Units purchased by outside investors. eVision has fulfilled its commitment.
This investment is eliminated in the accompanying consolidated balance sheet.
There were no commissions or expenses associated with the Class B common stock
issuance.
In March 1999, Fronteer Development was merged into eBanker USA.com, Inc.
(eBanker), a Colorado corporation, primarily for the purpose of effectuating a
name change to eBanker and becoming a Colorado corporation. As a result of the
merger, the Fronteer Development Class B Common Stock, which had a 30 to 1
voting preference and was owned by eVision (giving eVision 96% of the voting
power and 46% of the equity interest), was exchanged for an equivalent number of
shares of eBanker common stock. The eBanker common stock has one vote per share.
After the merger, eVision held 46% of the voting and equity interest in eBanker.
In addition, the articles of incorporation of eBanker designated a share of
Series A Preferred Stock. The Series A Preferred Stock gives the holder 50% of
the vote in the election of Directors of eBanker. eBanker sold the Series A
Preferred Stock for $1,000 to eVision.
F-43
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10. CONVERTIBLE DEBENTURES (Continued)
eBanker March 1999 Private Placement
In March 1999, eBanker commenced the March 1999 Private Placement of 3,000,000
units. Each unit consisted of one share of common stock and one detachable
warrant to purchase one share of common stock. Each March 1999 Private Placement
Unit was sold for $6.00. The detachable warrants will be exercisable to purchase
one share of common stock at an exercise price of $8.00 per share from the
earlier of 120 days after an initial public offering of eBanker securities or
one year after the date of the March 1999 Private Placement until August 31,
2000. A total of 899,444 March 1999 Private Placement Units were issued for
proceeds of $4,678,754, net of issuance costs of $717,912.
NOTE 11. CONVERTIBLE DEBENTURES TO RELATED PARTY
In December 1997, the Company sold Online Credit a ten year $4,000,000 10%
Convertible Debenture that is convertible into shares of common stock of the
Company at a price of $0.53125 per share until December 15, 2007, unless sooner
paid, and an option to purchase a $11,000,000 10% Convertible Debenture that is
convertible into shares of common stock of the Company at a price of $0.61 per
share until ten years from the date of issue unless sooner paid. With the
exception of a convertible debenture for $500,000, the convertible debentures
mature in ten years. Online Credit partially exercised the option and purchased
additional 10% Convertible Debentures totaling $2,500,000. On September 23,
1998, Online Credit and the Company agreed to amend the terms of the remaining
$8,500,000 of the $11,000,000 10% Convertible Debenture by increasing the
interest rate to 12%, changing the conversion price to the lower of $0.35 or the
fair market value per share, and changing the default conversion price to $0.10
per share. On September 25, 1998, Online Credit partially exercised its option
to purchase $8,500,000 of 12% Convertible Debentures by purchasing a $500,000
12% Convertible Debenture from the Company. During the year ended September 30,
1999, Online Credit purchased an additional $1,000,000 convertible debenture.
Therefore, as of September 30, 1999 and 1998, Online Credit had purchased a
total of $8,000,000 and $7,000,000, respectively, in convertible debentures. At
September 30, 1999, the current portion of the convertible debentures, due March
2000, was $500,000, which was originally due March 1999. In consideration of the
extension of the due date to March 2000, eVision paid Online Credit a financing
fee equal to 5% or $25,000 which was paid in 44,092 shares of common stock of
the Company.
The quarterly interest payments on the convertible debentures purchased pursuant
to the Convertible Debenture agreement are currently being made in shares of the
Company's common stock and resulted in 412,800 shares being issued through
September 30, 1998 to Online Credit. During the year ended September 30, 1999,
1,569,417 common shares of the Company were issued to pay the accrued interest
through June 30, 1999. Subsequent to September 30, 1999, 428,583 common shares
of the Company were issued to pay the accrued interest of $212,111 through
September 30, 1999.
F-44
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12. INCOME TAXES
Income tax expense (benefit) relating to the loss from continuing operations for
the three years in the period ended September 30, consisted of the following:
1999 1998 1997
---- ---- ----
Current $ 136,631 -- 99,956
Deferred -- 290,320 (548,480)
---------- -------- ---------
$ 136,631 290,320 (448,524)
========== ========= =========
Income tax expense (benefit) for the years ended September 30, 1999, 1998 and
1997, differs from the amounts computed by applying the U.S. Federal income tax
rate of 34% to loss from continuing operations before income taxes as a result
of the following:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Computed "expected" income tax benefit ............ $(1,037,821) (2,274,242) (829,201)
(Increase) decrease in income tax benefit resulting
from:
Nondeductible expenses ......................... 19,487 159,948 10,158
State taxes, net of Federal benefit ............ (166,527) (150,268) (82,000)
Unconsolidated subsidiaries for tax purposes ... 162,031 (111,476) 99,956
Change in valuation allowance for deferred tax
assets ....................................... 1,166,000 2,504,784 505,000
Other .......................................... (6,539) 161,574 (152,437)
----------- ----------- -----------
Income tax expense (benefit) ................... $ 136,631 290,320 (448,524)
=========== =========== ===========
</TABLE>
F-45
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12. INCOME TAXES (Continued)
Temporary differences between financial statement carrying amounts and the tax
bases of assets and liabilities that result in significant deferred tax assets
and liabilities are as follows:
September 30,
1999 1998
---- ----
Deferred tax assets:
Deferred rent concessions ..................... $ 601,000 645,000
Accrued expenses .............................. 376,000 459,000
Allowance for doubtful accounts ............... 151,000 136,000
Unamortized employee loans .................... (13,000) 135,000
Unrealized loss on investments ................ -- 683,000
Investments in subsidiaries and affiliates .... 29,000 97,000
Contribution and operating loss carryforwards .. 4,209,000 1,992,000
----------- -----------
Gross deferred tax assets ..................... 5,353,000 4,147,000
Valuation allowance ........................... (5,262,000) (4,096,000)
----------- -----------
Deferred tax assets after valuation allowance .... 91,000 51,000
Deferred tax liabilities:
Property and equipment ........................ (91,000) (51,000)
----------- -----------
Gross deferred tax liabilities ................ (91,000) (51,000)
----------- -----------
Net deferred tax asset ........................ $ -- $ --
=========== ===========
Net operating losses of approximately $10,500,000 expire during the years from
2011 to 2014.
In assessing the realizability of deferred tax assets, management considered
whether it is more likely than not that the deferred tax asset would be
realized. The ultimate realization of the deferred tax asset is dependent on the
generation of future taxable income in the period in which the temporary
differences become deductible. The Company has established a valuation allowance
for deferred taxes due to the uncertainty that the full amount of the deferred
tax asset will be utilized. In determining the valuation allowance, management
considered factors including the reversal of existing temporary differences and
estimates of future taxable income.
F-46
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13. COMMITMENTS AND CONTINGENCIES
Secutron-Anthony R. Kay Settlement
Secutron Corp. has entered into an agreement to settle the lawsuit by Anthony R.
Kay and ARK Consulting Services, Inc. (jointly hereinafter referred to as "Mr.
Kay") that was filed on July 30, 1998, in the District Court for the City and
County of Denver, Colorado. Pursuant to the terms of the settlement, eVision
agreed to issue Mr. Kay 550,000 shares of eVision common stock. In addition, the
Company has agreed to register Mr. Kay's shares of eVision's common stock for
resale. The Company has also agreed that if Mr. Kay does not receive a net
amount of at least $325,000 from the sale of the common stock, Secutron and the
other defendants will pay Mr. Kay the difference between what Mr. Kay does
receive and $325,000 or provide Mr. Kay with additional shares of eVision's
common stock to make up the deficiency based upon the then current trading
prices of the common stock. If Mr. Kay does not realize $325,000 from the sale
of all of the common stock by April 1, 2000, Mr. Kay is entitled to receive the
deficiency in cash.
Other Contingencies
The Company is a defendant in certain arbitration and litigation matters arising
from its activities as a broker/dealer. In the opinion of management, with the
advice of counsel, these matters, including any damages awarded against the
Company, have been adequately provided for in the accompanying consolidated
financial statements, and the ultimate resolution of the other arbitration and
litigation will not have a significant adverse effect on the consolidated
results of operations or the consolidated financial position of the Company.
On December 23, 1996, AFFC received notification of an arbitration award in NASD
Arbitration No. 95-05062, Chang, et al. v. AFFC that was originally filed on
October 21, 1995. The allegations in the case relate to a private placement sold
by a former broker at AFFC, all of which sales occurred prior to his employment
by AFFC. AFFC provided for damages that were awarded in the amount of $424,824
against AFFC, which AFFC appealed. During the year ended September 30, 1999, the
Company lost the first appeal and the court ordered AFFC to place on deposit, in
a restricted cash account, the amount of $575,000. The deposit will remain in
the restricted account pending the outcome of the next level of appeal.
Convertible Debentures
eVision previously sold Online Credit a ten year $4,000,000 10% Convertible
Debenture that is convertible into shares of common stock of eVision and an
option to purchase an $11,000,000 12% Convertible Debenture that is convertible
into shares of common stock of eVision. As of September 30, 1999, Online Credit
had purchased a total of $8,000,000 of convertible debentures, of which
$1,000,000 had been purchased during the year ended September 30, 1999. The
option to purchase the $11,000,000 12% Convertible Debenture has $7,000,000
available remaining under option. The principal is due in ten years, except for
one installment of $500,000 that was due March 1999. The installment due date
was extended to March 2000. (See Note 11.)
F-47
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13. COMMITMENTS AND CONTINGENCIES (Continued)
Loan Commitment
On October 4, 1999, eBanker extended to Global Med a $2,000,000 bridge loan
commitment, of which a total of $600,000 was drawn in October and November 1999.
Outstanding principal amounts under the loan are due April 12, 2000 and accrue
interest at 12%. In return for issuing the loan commitment, Global Med issued
86,957 shares of common stock of Global Med to eBanker in payment of a 5%
commitment fee.
NOTE 14. STOCKHOLDERS' EQUITY
Stock Issuances
During the year ended September 30, 1999, a total of 1,569,417 shares of common
stock were issued in payment of accrued interest to Online Credit. As of
September 30, 1999, the Company had $212,111 of accrued interest payable, which
was subsequently paid through the issuance of 428,583 shares of common stock of
the Company. In addition, Online Credit agreed to extend the maturity date of
the $500,000 convertible debenture due in March 1999 until March 2000 in
exchange for a 5% fee of $25,000 payable in 44,092 shares of common stock of
eVision. (See Note 11.)
Online International has guaranteed through October 31, 2002, the payment of
each annual 8% cash dividend on the Convertible Series B-1 Preferred Stock that
is being offered by eVision in a private offering if such dividend is not paid
by eVision. In consideration for making such guaranty, eVision issued an
affiliate of Online International 250,000 shares of eVision's common stock which
had a value of $62,500 based on the closing price of $0.25 per share of the
common stock on the date of the agreement.
On April 25, 1998, the Board of Directors approved a resolution to compensate
Online Credit for its time, efforts, capital costs and expenses in setting up
and operating a New York City office which was transferred to eVision to be
operated as an AFFC institutional sales location upon final NASD approval.
Compensation, as agreed to by the Board of Directors and determined based upon
actual capital costs and expenses incurred, as well as certain estimates, was
$350,000 paid in 350,000 shares of common stock of eVision.
Preferred Stock Private Placements
eVision is authorized to issue 25,000,000 shares of preferred stock. Of the
authorized shares, 87,500 shares have been designated as Series A Preferred
Stock and retired; 3,000,000 shares have been designated as Series B Preferred
Stock, of which 25,500 shares have been sold and were exchanged for Convertible
Series B Preferred Stock. An additional 2,000,000 shares have been designated as
Convertible Series B Preferred Stock. eVision issued 110,500 shares of
Convertible Series B Preferred Stock. The 110,500 shares of Convertible Series B
Preferred Stock included the 25,500 shares of Series B Preferred Stock that were
exchanged. Subsequently, eVision designated 2,000,000 shares of Convertible
Series B-1 Preferred Stock. The undesignated preferred stock may be issued in
series from time to time with such designations, rights, preferences and
limitations as the board of directors of eVision may determine by resolution.
F-48
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 14. STOCKHOLDERS' EQUITY (Continued)
On October 16, 1998, eVision commenced a private placement of 1,500,000 shares
of its Series B Preferred Stock at a price of $10.00 per share. Before the
offering was terminated, 25,500 shares were sold. On May 12, 1999, eVision
commenced a second private placement of 1,500,000 shares of its Convertible
Series B Preferred Stock. The 25,500 shares of Series B Preferred Stock sold in
eVision's first offering were exchanged for Convertible Series B Preferred
Stock. Including the shares exchanged from the first offering, 110,500 shares of
Convertible Series B Preferred Stock were sold in the second offering before it
was terminated. Proceeds as of September 30, 1999 were $860,147, net of issuance
costs of $244,853.
On September 27, 1999, eVision commenced a third private offering of 1,500,000
shares of its Convertible Series B-1 Preferred Stock at a price of $10.00 per
share and 110,500 shares were being offered in exchange for the Convertible
Series B Preferred Stock on a one-for-one basis. The Convertible Series B-1
Preferred Stock is being offered by American Fronteer, which will be issued a
maximum of 150,000 warrants, depending on the proceeds of the offering, that
allow the holder to purchase shares of eVision's Convertible Series B-1
Convertible Preferred Stock at a purchase price of $12.00 per share for five
years. American Fronteer also is to receive a commission of 10% and a
non-accountable expense allowance of 3% of the total amount sold in the
offering. The offering of the Convertible Series B-1 Preferred Stock will
continue until all 1,500,000 shares of Convertible Series B-1 Preferred Stock
are sold or exchanged or until December 31, 1999, whichever is earlier. eVision
has reserved the right to continue the offering beyond December 31, 1999.
Through December 24, 1999, approximately 350,000 shares of Convertible Series
B-1 Preferred Stock have been sold for gross proceeds of $3,500,000.
The Convertible Series B-1 Preferred Stock has a cumulative annual dividend rate
payable semi-annually of 8% in cash and 7% in additional shares of the
Convertible Series B-1 Preferred Stock. Online Credit International Ltd.,
formerly Heng Fung Holdings Company Limited (Online International), has
guaranteed the payment of any cash dividends that accrue on the Convertible
Series B-1 Preferred Stock through October 31, 2002. The semi-annual dividend
payable on shares of Convertible Series B-1 Preferred Stock will be equivalent
to three and one-half one hundredths of a share of Convertible Series B-1
Preferred Stock for each outstanding share of Convertible Series B-1 Preferred
Stock. Any Convertible Series B-1 Preferred Stock issued as a dividend on the
Convertible Series B-1 Preferred Stock will have the same dividend and the same
terms as the Convertible Series B-1 Preferred Stock. The dividend on the
Convertible Series B-1 Preferred Stock is payable semi-annually beginning
October 31, 1999, and continuing each April 30 and October 31 thereafter, when
and if declared by the Board of Directors. Each share of Convertible Series B-1
Preferred Stock is immediately convertible by the holder into 10 shares of
eVision's common stock which is equivalent to a price of $1.00 per share of
common stock. If the common stock does not have a closing bid price of at least
$1.15 per share for at least 20 trading days during the period commencing on
September 30, 1999, and ending on September 30, 2000, the Convertible Series B-1
Preferred Stock will be convertible by the holder into common stock determined
by dividing $10 by a price equal to the higher of the five day average closing
bid price of the common stock prior to September 30, 2000, or $0.50 per share.
In addition, each share of Convertible Series B-1 Preferred Stock is
automatically convertible into 10 shares of common stock at $1.00 per share at
such time as the closing bid price of the common stock is at least $4.00 per
F-49
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
share for 30 consecutive trading days. The Convertible Series B-1 Preferred
Stock is redeemable by eVision on or after October 1, 2003, at a price of $12.50
per share plus any accrued and unpaid dividends.
NOTE 14. STOCKHOLDERS' EQUITY (Continued)
If Online International is required to pay on its guaranty, eVision will issue
to Online International or its designee a five year 12% convertible debenture
unless the act of eVision in issuing such a debenture would be deemed to be an
illegal distribution pursuant to the Colorado Business Corporation Act, in which
event, upon payment on the guaranty, Online International or its designee would
receive, instead of a 12% convertible debenture, the number of shares of common
stock as is equal to the total amount of the dividend paid divided by 90% of the
conversion price of the common stock as defined in the 12% convertible
debenture. In general, the conversion price of the convertible debenture will be
the market price of the common stock on the date of conversion.
Sales of Common Stock
In December 1997, Heng Fung Capital [S] Private Limited (Heng Fung Private), a
subsidiary of Online International, purchased 1,136,364 shares of the Company's
outstanding common stock from Robert A. Fitzner, Jr. and Robert L. Long, former
officers and directors of the Company, and from two other employees of AFFC. In
December 1997, Robert A. Fitzner, Jr. and Heng Fung Private agreed that, upon
the regulatory approval of the National Association of Securities Dealers, Inc.
(NASD) of a change in the beneficial ownership of 25% or more of AFFC, Heng Fung
Private would purchase an additional 3,556,777 shares of the Company's
outstanding common stock from Mr. Fitzner which were purchased in February 1998.
Warrants
On February 16, 1996, the Company commenced a private placement of 6,000,000
shares of its $.0l par value common stock at a price of $1.00 per share, and
6,000,000 Class A redeemable common stock purchase warrants at a price of $.10
per warrant (collectively, the Private Placement). The warrants entitle the
holder to purchase one share of common stock at $1.50 per share at any time
until May 1, 2000. Through the Private Placement, 5,958,658 shares of common
stock and warrants were issued for proceeds of $5,859,563, net of issuance costs
of $694,961. In addition, the Company issued 595,865 warrants to AFFC in
accordance with the Private Placement which allows the holder to purchase one
share of common stock at a price of $1.50 per warrant until May 1, 2000.
NOTE 15. STOCK OPTIONS
During the year ended September 30, 1999, the Board of Directors granted options
under the Company's September 1996 Plan to employees and officers of the
Company. As further described below, options to purchase a total of 18,955,500
shares were granted with exercise prices ranging $0.20 to $1.00 per share, and
vesting periods ranging from two to five years. All grants were made at the fair
market value of the stock on the date of the grant and have a term of ten years.
F-50
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15. STOCK OPTIONS (Continued)
In January 1999, Fai H. Chan, Chairman of the Board of Directors and President
of the Company, was granted options under the Company's stock option plans to
purchase 8,000,000 shares of the Company's common stock at $.30 per share which
was the fair market value of the stock on the date of the grant. The options are
exercisable immediately through January 27, 2009. The grant was approved by a
vote of the Board of Directors in which Mr. Chan abstained.
On November 25, 1998, the Board of Directors granted the holders of 2,930,000
incentive stock options new grants at $.20 per share which was equal to the
closing price of the common stock as reported on the OTC Bulletin Board on that
date. The new options vest one-third on January 30, 1999, one-third on November
25, 1999 and one-third on November 25, 2000.
Also, on November 25, 1998, the Company granted 2,800,000 nonqualified stock
options to purchase shares of common stock to members of the Board of Directors
at a price of $.20 per share which was equal to the closing price of the common
stock as reported on the OTC Bulletin Board on that date. The options vest at
the rate of 20% per year through November 25, 2003 and expire on the anniversary
date in 2008; provided, that no option will be exercisable until and unless
basic earnings per share for any fiscal year commencing with the fiscal year
ending September 30, 1999, are equal to or exceed $0.10 per share.
During the year ended September 30, 1999, the Board of Directors granted
nonqualified options totaling 39,333 shares to a director and a consultant with
exercise prices equal to the market value on the date of the grant ranging from
$0.70 to $1.00 per share, vesting over a three year period and a term of 10
years.
During the year ended September 30, 1998, the Company granted 700,000
nonqualified stock options to certain employees at an exercise price of $1.00
per share. These options expire April 2, 2008 and are exercisable as to 50,000
shares per year beginning March 18, 1999, plus an additional 20,000 shares per
year if the branch where employees work meets projected profits each year for
five years. These options were canceled during the year when the related
employees resigned. In addition, options were granted to certain officers and
employees of the Company in accordance with the criteria of each individual plan
at exercise prices ranging from $0.625 to $1.00 per share.
The Company has granted options pursuant to three stock option plans, the
Incentive Stock Option Plan, (1988 Plan), the 1996 Incentive and Nonstatutory
Option Plan (1996 Plan), and the September 1996 Incentive and Nonstatutory
Option Plan (September 1996 Plan). As of September 30, 1999, approximately
9,040,000 options are exercisable. During the years ending September 30, 2000,
2001, 2002, 2003 and 2004, 2,090,011; 1,988,011; 1,930,011; 1,506,067;and
1,506,067 options become exercisable.
Subsequent to September 30, 1999, the Company granted options to employees to
purchase 1,311,000 shares of the Company's common stock at prices ranging from
$0.50 to $0.75 per share, vesting from two to four years and for a period of ten
years.
F-51
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15. STOCK OPTIONS (Continued)
The following represents additional information relative to stock option
activity:
<TABLE>
<CAPTION>
September
Total 1988 Plan 1996 Plan 1996 Plan NonQualified
----- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Outstanding as of
September 30, 1997 ..... 3,265,000 457,000 1,240,000 1,228,000 340,000
Expired ............. (340,000) -- -- -- (340,000)
Granted ............. 2,070,000 -- -- 1,370,000 700,000
Canceled ............ (165,000) -- (35,000) (130,000) --
----------- ----------- ----------- ----------- -----------
Outstanding as of
September 30, 1998 ..... 4,830,000 457,000 1,205,000 2,468,000 700,000
Exercised ........... (283,600) -- -- (283,600) --
Granted ............. 18,955,500 -- -- 8,116,167 10,839,333
Canceled ............ (5,441,734) (328,500) (1,076,500) (3,336,734) (700,000)
----------- ----------- ----------- ----------- -----------
Outstanding as of
September 30, 1999 ..... 18,060,166 128,500 128,500 6,963,833 10,839,333
=========== =========== =========== =========== ===========
Expiration dates:
September 30, 2006 ........ 257,000 128,500 128,500 -- --
September 30, 2007 ........ -- -- -- -- --
September 30, 2008 ........ -- -- -- -- --
September 30, 2009 ........ 17,803,166 -- -- 6,963,833 10,839,333
----------- ----------- ----------- ----------- -----------
Outstanding as of
September 30, 1999 ..... 18,060,166 128,500 128,500 6,963,833 10,839,333
=========== =========== =========== =========== ===========
</TABLE>
During the year ended September 30, 1999, 283,600 options were exercised with an
exercise price of $0.20 per share, 18,955,500 options were granted with a
weighted average exercise price of $0.31 per share and 5,441,734 options were
canceled with a weighted average exercise price of $0.68 per share. As of
September 30, 1999, the outstanding options had a weighted average exercise
price of $0.31. At September 30, 1998, the weighted average exercise price of
the outstanding options was $0.75. As of September 30, 1999, 9,040,000 options
were exercisable with a weighted average exercise price of $0.34.
Pro forma disclosures
The fair value of options granted during 1999 was determined using the following
weighted average assumptions:
A risk-free rate of approximately 4.8% for the year ended September 30, 1999, an
average expected life of 4.3 years, a dividend yield of 0%; and volatility of
99%.
F-52
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15. STOCK OPTIONS (Continued)
For the purposes of pro forma disclosures, the estimated fair value of the
employee options is amortized to expense over the options' vesting period. Pro
forma information is as follows:
1999
----
Pro forma net loss $ (4,799,000)
Pro forma net loss per share (0.26)
The estimated fair value of the options granted during the year ended September
30, 1999 was $3,221,612. The estimated compensation expense associated with this
fair value was $1,610,136 for the year ended September 30, 1999.
No compensation costs were charged to earnings for options granted under the
Company's plans for the years ended September 30, 1999, 1998 and 1997.
Management considers the difference between the pro forma net loss or loss per
share under the fair value method and that as calculated by the Company per the
consolidated statements of operations for 1998 and 1997 to be immaterial based
on the fair value of the underlying common stock and the activity related
thereto.
NOTE 16. EMPLOYEE STOCK OWNERSHIP AND EMPLOYEE BENEFIT PLANS
The Company has adopted an employee stock ownership plan (ESOP) for its
employees. Contributions to the plan are at the discretion of the Board of
Directors. All employees as of October 1, 1989, are eligible to participate in
the plan, and new employees after that date become eligible on April 1 or
October 1 which follows the completion of one year of employment. The plan
provides that more than half of the assets in the plan must consist of the
Company's common stock. The ESOP is administered by a board of trustees under
the supervision of an advisory committee, both of which are appointed by the
Company's Board of Directors. Employees vest at the rate of 20% per year in ESOP
contributions after two years, vesting an additional 20% each year up to 100%
after six years in the ESOP. The ESOP had a loan from the Company of $350,000
representing the payment during the year ended September 30, 1997 by the Company
of the ESOP's debt. The loan was secured by 436,840 shares of the Company's
common stock and is recorded in unearned ESOP shares in the consolidated
financial statements as of September 30, 1999. In December 1999, the ESOP repaid
$350,000 plus $212,007 of accrued interest to eVision by liquidating a portion
of its holdings in eVision common stock.
F-53
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 16. EMPLOYEE STOCK OWNERSHIP AND EMPLOYEE BENEFIT PLANS
(Continued)
The allocation of the remaining shares within the ESOP to employees is based on
employees' wages. For the year ended September 30, 1997, the Company contributed
$24,898 to the plan. The Company did not contribute to the plan nor did the
Board of Directors commit any shares to the ESOP during the years ended
September 30, 1999 and 1998. The ESOP owned 418,682 shares of the Company's
common stock as of September 30, 1999, and 81,682 subsequent to the loan
repayment.
The Company has two retirement saving plans covering all employees who are over
21 years of age and have completed one year of eligibility service. The plans
meet the qualifications of Section 401(k) of the Internal Revenue Code. Under
the plans, eligible employees can contribute through payroll deductions up to
15% of their base compensation. The Company makes a discretionary matching
contribution equal to a percentage of the employee's contribution. The Company
contributed $88,813, $83,894, and $82,890, for the years ended September 30,
1999, 1998 and 1997, respectively. The Company's savings plans owned 61,150 and
2,973 shares of the Company's common stock as of September 30, 1999 and 1998,
respectively.
The Company does not provide any post employment benefits to retired or
terminated employees.
NOTE 17. RELATED PARTY ACTIVITY
Fronteer Corporate Services Inc. is a wholly owned subsidiary of eVision that
provides management, accounting, and administrative services to unconsolidated
entities that are affiliated through common ownership or control. These entities
were charged $42,841, which approximates the cost, for these services for the
year ended September 30, 1999.
During the years ended September 30, 1999 and 1998, Fronteer Capital purchased a
total of approximately 122,084,000 shares of the common stock of Online
International in open market transactions on the Hong Kong Stock Exchange. Two
officers and directors of the Company are directors of Online International. In
addition, one officer and director beneficially owns approximately 11% of the
outstanding common stock of Online International. As of September 30, 1998,
eVision had recorded unrealized losses on the investment in Online International
stock of approximately, $1,573,793. During the year ended September 30, 1999,
the stock of Fronteer Capital was sold at a gain to an unaffiliated entity as
described in Note 3. Therefore, as of September 30, 1999, the Company no longer
has an investment in Online International common stock.
During the year ended September 30, 1998, the Company paid an outside director
$50,000 for legal services.
eVision had previously been a 20% shareholder in MultiSource Services, Inc.,
(MSI). As a clearing correspondent of MSI ., the Company paid MSI clearing fees
of $111,512 and $1,096,690 for the years ended September 30, 1998 and 1997,
respectively. For the year ended September 30, 1997, Secutron recorded revenues
of $275,699 for services performed for MSI.
F-54
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 17. RELATED PARTY ACTIVITY (Continued)
During the year ended September 30, 1997, a then officer of the Company received
$334,000 in noncompetition compensation from the purchaser in conjunction with
the sale of the primary assets of the directory business as discussed in Note
19.
NOTE 18. MINIMUM NET CAPITAL REQUIREMENTS
AFFC, as a registered securities broker/dealer, is subject to the Securities and
Exchange Commission Uniform Net Capital Rule (Rule 15c3-1) (the Rule) and
membership agreement with NASD. In accordance with the membership agreement,
AFFC is required to maintain "net capital" of not less than $250,000. As of
September 30, 1999, AFFC had "net capital" of $ 419,273.
NOTE 19. DISCONTINUED OPERATIONS
On March 20, 1998, the Company sold the remaining net assets pertaining to the
directory business and Fronteer Marketing Group (FMG), which operations were
discontinued during the year ended September 30, 1997, as described below. The
net assets had not previously been identified as part of discontinued
operations. The net assets were sold for the return by former officers of the
Company of 493,500 shares of the Company's common stock. The net assets were
valued by the Board of Directors based on appraisals, existing financing
arrangements and estimates. The loss on the sale of the net assets was $249,861,
net of an income tax benefit of $159,748.
On February 25, 1997, McLeod USA Publishing Company (McLeod, formerly known as
Telecom* USA Publishing Company) purchased six yellow page directories located
in North Dakota from the Company for approximately $2,800,000. The purchase
price was pursuant to an existing option agreement (Option Agreement) between
McLeod and the Company and was based on related directory revenues. The purchase
price consisted of $2,300,000 in cash and $500,000 in the form of a nonrecourse
loan that was applied against the price of the six yellow page directories in
accordance with the Option Agreement.
On the same date, another third party purchased another directory from the
Company for approximately $202,000 in cash. The purchase price was based on
related directory revenues. These dispositions represented most all of the
Company's remaining directory business assets. As such, the Company had
discontinued its activities in the directory business.
On September 15, 1997, a third party purchased all of the primary operating
assets of FMG for approximately $421,000. The purchase price was based on
existing financing arrangements and the cost of anticipated fixed asset
upgrades. A portion of the purchase price was paid in the form of a promissory
note in the amount of $141,344 to be paid over 28 months at $5,048 per month.
The remainder of the purchase price was paid in the form of a promissory note in
the amount equal to FMG's cost of anticipated fixed asset upgrades installed in
existing telemarketing centers. Monthly payments of principal and interest at
10% of between $3,000 and $8,000 per month were to be made through December 2000
at which time the balance was due and payable to the Company. On March 20, 1998,
the promissory notes were sold as part of the sale of the remaining net assets
of discontinued operations as mentioned above. Accordingly, the Company has
discontinued its activities in the direct marketing business.
F-55
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 19. DISCONTINUED OPERATIONS (Continued)
Effective April 1, 1997, the Company sold all of the stock of Fronteer Personnel
Services (FPS.) One of the principals is a former employee of the Company. The
purchase price was determined by the Board of Directors of the Company and
represented an assumption of certain liabilities of FPS by the acquiring entity.
The assumed liabilities were reflected at their fair values on the books of FPS
and were less than $20,000. Accordingly, the Company has discontinued its
activities in the employee leasing business. Separate disclosures of FPS have
not been made due to the immateriality of its operations and associated assets
and liabilities in relation to the consolidated financial statements. The assets
and liabilities and results of operations for FPS are included in the amounts
disclosed for the directory business.
Information relating to the loss from discontinued operations is as follows:
Year Ended September 30, 1998: Directory
----------------------------- Business FMG Total
--------- --- -----
Revenue .................................... $ -- -- --
Cost of sales and operating expenses ....... 236,502 24,493 260,995
--------- --------- ---------
(236,502) (24,493) (260,995)
--------- --------- ---------
Nonoperating costs ......................... -- -- --
--------- --------- ---------
Loss before income taxes ................... (236,502) (24,493) (260,995)
Income tax benefit ......................... 92,236 9,552 101,788
--------- --------- ---------
Net loss from discontinued operations ..... $(144,266) (14,941) (159,207)
========= ========= =========
Loss on sale of discontinued operations, net
of income tax benefit of $159,748 ..... $(249,861) -- (249,861)
========= ========= =========
F-56
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 19. DISCONTINUED OPERATIONS (Continued)
<TABLE>
<CAPTION>
Directory
Year Ended September 30, 1997: Business FMG Total
----------------------------- --------- --- -----
<S> <C> <C> <C>
Revenue .................................... $ 4,866,454 364,652 5,231,106
Cost of sales and operating expenses ....... 4,733,860 1,580,934 6,314,794
----------- ----------- -----------
132,594 (1,216,282) (1,083,688)
----------- ----------- -----------
Nonoperating costs ......................... (28,848) (98,143) (126,991)
----------- ----------- -----------
Earnings (loss) before income taxes ........ 103,746 (1,314,425) (1,210,679)
Income tax benefit (expense) ............... (35,274) 446,905 411,631
----------- ----------- -----------
Net earnings (loss) from discontinued
operations ............................ $ 68,472 (867,520) (799,048)
=========== =========== ===========
Loss on sale of discontinued operations, net
of income tax benefit of $409,692 ..... $ (458,181) (208,341) (666,522)
=========== =========== ===========
</TABLE>
Clearing Activities
On July 23, 1996, the Company sold AFFC's securities brokerage clearing division
(Clearing Operation) to MSI, a new broker/dealer, for a purchase price of
$3,000,000, including a $1,500,000 contingency in the form of a forgivable loan
from AFFC to MSI, plus the net assets of the Clearing Operation. MSI was formed
by Oppenheimer Funds, Inc. (OFI) for the purpose of acquiring the Clearing
Operation, and OFI was to retain 80% of the outstanding common stock of MSI. The
Company received 20% of the outstanding common stock of MSI. As a result of this
transaction, AFFC became a fully disclosed clearing correspondent of MSI. The
loan of $1,500,000 was recorded as a loan payable to MSI and was forgivable
based on MSI's revenues during the 28 months following the closing date.
During the year ended September 30, 1997, the Company and AFFC were notified by
OFI that a decision had been reached by OFI that MSI and its business were not
consistent with the long-term business plans of OFI. Subsequently, a new
clearing firm was selected for the customer business of AFFC, and the customer
business previously cleared by MSI was moved to the new clearing firm in October
1997. MSI reached its revenue targets for the first $750,000 of the loan, and as
a result of this and MSI's decision to no longer be in the clearing business,
the entire $1,500,000 loan was forgiven and was recognized as an extraordinary
item during the year ended September 30, 1998.
F-57
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 19. DISCONTINUED OPERATIONS (Continued)
Subsequent to September 30, 1998, the Company and AFFC entered into an agreement
with MSI and OFI pursuant to which MSI would withdraw as a registered
broker/dealer with the SEC, resign as a member of the NASD and pay the Company a
total of $430,000 to reimburse AFFC expenses associated with MSI discontinuing
their clearing operation. As a result of the agreement and closing which
occurred on December 16, 1998, OFI owns 100% of the outstanding common stock of
MSI. Both the Company and AFFC, and OFI and MSI released each other from any
claims as part of the agreement.
NOTE 20. SEGMENT REPORTING
<TABLE>
<CAPTION>
Year ended September 30, 1999
Q6
Technologies
Discontinued* and
Consolidated Operations AFFC Secutron eBanker Others Eliminations Total
- ------------ ------------- ---- ------------ ------- ------ ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues from
unaffiliated customers .... $ -- 20,901,459 9,705,227 1,785,007 1,801,569 -- 34,193,262
Intersegment revenues ........ -- -- 124,362 135,372 622,689 (882,423) --
-------------- ----------- ----------- ----------- ----------- -------- -----------
Total revenues ............... -- 20,901,459 9,829,589 1,920,379 2,424,258 (882,423) 34,193,262
============== =========== =========== =========== =========== ======== ===========
Operating loss ............... -- (2,521,508) (504,368) 429,138 482,886 -- (2,113,852)
Other income (expense), net .. -- (2,046) (40,992) -- (671,491) -- (714,529)
-------------- ----------- ----------- ----------- ----------- -------- -----------
Income (loss) from operations
before minority interest and
income taxes .............. -- (2,523,554) (545,360) 429,138 (188,605) -- 2,828,381
============== =========== =========== =========== =========== ======== ===========
Depreciation and
amortization .............. -- 386,157 35,523 -- 6,136 -- 427,816
============== =========== =========== =========== =========== ======== ===========
Capital expenditures ......... $ -- 308,868 18,797 -- 57,251 -- 384,916
============== =========== =========== =========== =========== ======== ===========
Identifiable assets as of
September 30, 1999 ........ $ -- 4,764,085 1,268,440 13,383,675 3,323,851 -- 22,740,051
============== =========== =========== =========== =========== ======== ===========
</TABLE>
F-58
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 20. SEGMENT REPORTING (Continued)
<TABLE>
<CAPTION>
Year ended September 30, 1998
Discontinued *
Consolidated Operations AFFC Secutron eBanker Others Eliminations Total
- ------------ ------------- ---- -------- ------- ------ ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues from
unaffiliated customers ...... $ -- 18,886,391 8,454,279 37,923 8,711 -- 27,387,304
Intersegment revenues .......... -- -- 412,327 -- 72,672 (484,999) --
----------- ----------- ----------- --------- ---------- ---------- -----------
Total revenues ................. -- 18,886,391 8,866,606 37,923 81,383 (484,999) 27,387,304
=========== =========== =========== ========= ========== ========== ===========
Operating loss ................. (260,995) (3,910,741) (281,785) (46,255) (2,459,281) (6,959,057)
Other income (expense), net .... -- 250,304 170 -- (370,722) -- (120,248)
----------- ----------- ----------- --------- ---------- ---------- -----------
Loss from operations before
minority interest and
income taxes ................ (260,995) (3,660,437) (281,615) (46,255) (2,830,003) -- (7,079,305)
=========== =========== =========== ========= ========== ========== ===========
Loss on sale of discontinued
operations, net of income
tax benefit of $159,748xz ... (249,861) -- -- -- -- -- (249,861)
=========== =========== =========== ========= ========== ========== ===========
Depreciation and
amortization ................ 55,409 323,033 29,802 -- 36,399 -- 444,643
=========== =========== =========== ========= ========== ========== ===========
Capital expenditures ........... $ -- 722,887 34,392 -- 5,203 -- 762,482
=========== =========== =========== ========= ========== ========== ===========
Identifiable assets as of
September 30, 1998 .......... $ -- 5,274,716 1,408,056 7,174,173 6,523,283 (5,009,316) 15,370,912
=========== =========== =========== ========= ========== ========== ===========
<CAPTION>
Year ended September 30, 1997
Discontinued*
Consolidated Operations AFFC Secutron eBanker Others Eliminations Total
- ------------ ------------- ---- -------- ------- ------ ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues from
unaffiliated customers ...... $ 5,231,106 18,118,271 6,982,143 -- -- -- 30,331,520
Intersegment revenues .......... 28,253 -- 454,000 -- -- (482,253) --
----------- ----------- ----------- --------- ---------- ---------- -----------
Total revenues ................. 5,259,359 18,118,271 7,436,143 -- -- (482,253) 30,331,520
=========== =========== =========== ========= ========== ========== ===========
Operating profit (loss) ........ (1,083,688) 129,215 -- (495,496) -- (3,610,866)
Other income (expense), net .... (126,991) 123,499 (931) -- (22,885) -- (27,308)
----------- ----------- ----------- --------- ---------- ---------- -----------
Earnings (loss) from operations
before minority interest
and income taxes ............ (1,210,679) 128,284 -- (518,381) -- (3,638,174)
=========== =========== =========== ========= ========== ========== ===========
Loss on sale of discontinued
operations, net of income tax
benefit of $409,692xz ....... (666,522) -- -- -- -- -- (666,522)
=========== =========== =========== ========= ========== ========== ===========
Depreciation and amortization .. 752,558 258,227 71,667 -- 9,051 -- 1,091,503
=========== =========== =========== ========= ========== ========== ===========
Capital expenditures ........... $ 68,469 390,403 27,073 -- -- -- 485,945
=========== =========== =========== ========= ========== ========== ===========
Identifiable assets as of
September 30, 1997 .......... $ 1,983,761 6,839,443 1,868,317 -- 469,828 (158,267) 11,003,082
=========== =========== =========== ========= ========== ========== ===========
</TABLE>
F-59
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 20. SEGMENT REPORTING (Continued)
Identifiable assets by industry are those assets that are used in the Company's
operations in each segment. See Note 19 relating to discontinued operations.
*The information in this column is for both the directory business and FMG.
NOTE 21. SUBSEQUENT EVENTS
MidRange
Subsequent to September 30, 1999, the Company entered into an agreement to sell
the assets of MidRange. MidRange is included in the Secutron business segment,
which includes computer hardware, software and related technology investments of
eVision.
For the years ended September 30, 1999, 1998 and 1997, MidRange revenue was
$8,391,914, $7,117,007 and $4,666,588, respectively. Costs of goods sold and
general administrative expenses for the years ended September 30, 1999, 1998 and
1997, were $8,955,205, $7,130,613 and $4,784,780, respectively. The assets sold
included $21,164 of furniture and equipment including computer equipment, net of
accumulated depreciation of $66,292.
Lockup Agreement
On October 25, 1999, Global Med entered into a Lockup Agreement with eBanker and
a Lockup Agreement with eVision. The agreements provide that eBanker and eVision
will not, between October 25, 1999 and October 28, 2000, without Global Med's
prior written consent, publicly offer, sell, contract to sell, grant any option
for the sale of, or otherwise dispose of, directly or indirectly, (i) warrants
to purchase 9,000,000 shares of Global Med's common stock at $0.25 per share
held by eBanker or the warrants to purchase 1,000,000 shares of Global Med's
common stock at $0.25 per share held by eVision and (ii) any shares (the Shares,
and, together with the warrants, the Securities) of common stock issuable upon
the exercise of the warrants; provided, however, that eBanker or eVision may
offer, sell, contract to sell, grant an option for the sale of, or otherwise
dispose of all or any part of the Securities or other such security or
instrument of Global Med during such period if such transaction is private in
nature and the transferee of such Securities or other securities or instruments
agrees, prior to such transaction, to be bound by all of the provisions of the
lockup agreements. In exchange for entering into the agreements, eBanker and
eVision were issued 450,000 shares and 50,000 shares of common stock of Global
Med, respectively.
F-60
<PAGE>
eVISION USA.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 21. SUBSEQUENT EVENTS (Continued)
In addition, the agreements provide (i) eBanker and eVision will not be
restricted from disposing of the Securities in the event that an unaffiliated
third party commences a tender offer for the outstanding common stock, and (ii)
eBanker and eVision will not be restricted from disposing of 450,000 and 50,000
shares, respectively, of the Securities in the aggregate if the closing sale
price for the Global Med common stock on the principal market on which it then
trades equals or exceeds $5.00 per share for any ten consecutive trading day
period preceding the date of such sale, and (iii) that there will be no
restrictions upon the ability of eBanker or eVision to exercise the warrants.
F-61
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Expenses payable by us in connection with the issuance and distribution of
the securities being registered hereby are as follows:
SEC Registration Fee........................ $ 15,310
NASD Fee.................................... $ 6,210
Accounting Fees and Expense................. $ 20,000*
Legal Fees and Expenses..................... $ 25,000*
Blue Sky Fees and Expenses.................. $ 0*
Printing, Freight and Engraving............. $ 5,000*
Miscellaneous............................... $ 480*
-------
Total.............................. $ 57,000*
=======
- --------------
*Estimated.
Item 14. Indemnification of Directors and Officers.
American Fronteer Financial Corporation has a $1,000,000 directors and
officers liability insurance policy. This insurance policy insures the past,
present and future directors and officers of eVision, with certain exceptions,
from claims arising out of any error, omission, misstatement, misleading
statement, neglect or breach of duty or act by any of the directors while acting
in their capacities as such. Claims include claims arising under federal and
state securities laws.
Section 7-109-102 of the Colorado Business Corporation Act permits a
Colorado corporation to indemnify any director against liability if such person
acted in good faith and, in the case of conduct in an official capacity with the
corporation, that the director's conduct was in the corporation's best interests
and, in all other cases, that the director's conduct was at least not opposed to
the best interests of the corporation or, with regard to criminal proceedings,
the director had no reasonable cause to believe the director's conduct was
unlawful.
eVision's Articles of Incorporation provide that each director, officer,
employee, fiduciary or agent of eVision (and their heirs, executors and
administrators) shall be indemnified by eVision against expenses reasonably
incurred by or imposed upon them in connection with or arising out of any
action, suit or proceeding in which they may be involved or to which they may be
made a party by reason of their being or having been a director, officer,
employee, fiduciary or agent of eVision, or at eVision's request of any other
corporation of which it is a shareholder or creditor and from which such persons
are not entitled to be indemnified (whether or not they continue to be a
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<PAGE>
director, officer, employee, fiduciary or agent at the time of imposing or
incurring such expenses), except in respect to matters as to which they shall be
finally adjudged in such action, suit or proceeding to be liable for negligence
or misconduct. In addition, eVision's Articles of Incorporation provide that
subject to applicable state law, in the event of a settlement of any such
action, suit or proceeding, indemnification shall be provided only in connection
with such matters covered by the settlement as to which eVision is advised by
counsel that the person to be indemnified did not commit a breach of duty.
eVision's Bylaws include provisions requiring eVision to indemnify any
person who was or is a party or is threatening to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or informal, by
reason of the fact that such person is or was eVision's director, officer,
employee, fiduciary or agent, or is or was serving at eVision's request as a
director, officer, partner, trustee, employee, fiduciary or agent of any foreign
or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company or other enterprise or an employee benefit plan against
reasonably incurred expenses (including attorneys' fees), judgments, penalties,
fines (including any excise tax assessed with respect to an employee benefit
plan) and amounts paid in settlement reasonably incurred by such person in
connection with such action, suit or proceeding if it is determined by
disinterested directors that such person conducted himself or herself in good
faith and that such person reasonably believed (i) in the case of conduct in
such person's official capacity with eVision, that such person's conduct was in
eVision's best interest, or (ii) in all other cases (except criminal cases) that
such person's conduct was at least not opposed to eVision's best interest, or
(iii) in the case of any criminal proceeding, that such person had no reasonable
cause to believe such person's conduct was unlawful. No indemnification shall be
made with respect to any claim, issue or matter in connection with a proceeding
by or in which the person being indemnified is adjudged liable to eVision or in
connection with any proceeding charging that the person being indemnified
derived an improper personal benefit, whether or not involving acting in an
official capacity, in which such person was adjudged liable on the basis that
such person derived an improper personal benefit. Further, indemnification in
connection with a proceeding brought by or in its right shall be limited to
reasonable expenses, including attorneys' fees, incurred in connection with the
proceeding. Reasonable expenses (including attorneys' fees) incurred in
defending an action, suit or proceeding) may be paid by eVision to any person
being indemnified in advance of the final disposition of the action, suit or
proceeding upon receipt of (i) a written affirmation by the person being
indemnified as to such person's good faith and belief that such person met the
standards of conduct described by the Bylaws, (ii) a written undertaking,
executed personally or on behalf of the person being indemnified, to repay such
advances if it is ultimately determined that such person did not meet the
prescribed standards of conduct, and (iii) a determination is made by a
disinterested director (as described in the Bylaws) that the facts then known to
a disinterested director would not preclude indemnification. The Bylaws require
that it report in writing to shareholders with or before notice of the next
meeting of shareholders of any indemnification of or advance of expenses to any
director under the indemnification provisions of the Bylaws.
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Item 15. Recent Sales of Unregistered Securities.
In December 1997, eVision sold Online Credit Limited ("Online Credit") a
ten year $4,000,000 10% Convertible Debenture that is convertible into shares of
common stock of eVision at a price of $0.53125 per share until December 15,
2007, unless sooner paid, and an option to purchase a $11,000,000 10%
Convertible Debenture that is convertible into shares of common stock of eVision
at a price of $0.61 per share until ten years from the date of issue unless
sooner paid. Subsequently, Online Credit partially exercised the option and
purchased additional 10% Convertible Debentures totaling $2,500,000. On
September 23, 1998, Online Credit and eVision agreed to amend the terms of the
remaining $8,500,000 of the $11,000,000 10% Convertible Debenture by increasing
the interest rate to 12%, changing the conversion price to the lower of $0.35 or
the fair market value per share, and changing the default conversion price to
$0.10 per share. On September 25, 1998, Online Credit partially exercised its
option to purchase $8,500,000 of 12% Convertible Debentures by purchasing a
$500,000 12% Convertible Debenture from eVision. On November 11, 1998, Online
Credit partially exercised its option to purchase $8,500,000 of 12% Convertible
Debentures by purchasing a $1,000,000 12% Convertible Debenture from eVision. As
of September 30, 1999, Online Credit had purchased a total of $8,000,000 in
convertible debentures. The interest on the convertible debentures due through
September 30, 1999, was paid with 2,410,800 shares of eVision's common stock.
The sales of the convertible debentures and issuance of shares for interest
were made in reliance upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended ("1933 Act"). The purchaser had
access to full information concerning eVision. The certificates for the shares
and the convertible debentures contain a restrictive legend advising that the
shares and the convertible debentures may not be offered for sale, sold or
otherwise transferred without having first been registered under the 1933 Act or
pursuant to an exemption from registration under the 1933 Act. No underwriters
were involved in the transaction.
On April 25, 1998, the board of directors of eVision approved a resolution
to give consideration to Online Credit for its time, efforts, capital costs and
expenses in setting up and operating a New York City office which was
transferred to eVision to be operated as an eVision institutional sales location
upon final NASD approval. Consideration, as agreed to by the board of directors
and determined based upon actual capital costs and expenses incurred, as well as
certain estimates, was $350,000 which was paid by issuing 350,000 shares of
common stock of eVision. The issuance of the common stock was made in reliance
upon the exemption from registration provided by Section 4(2) of the 1933 Act.
The purchaser had access to full information concerning eVision and represented
that it purchased the common stock for the purchaser's own account and not for
the purpose of distribution. The certificate for the common stock contains a
restrictive legend advising that the common stock may not be offered for sale,
sold or otherwise transferred without having first been registered under the
1933 Act or pursuant to an exemption from registration under the 1933 Act. No
underwriters were involved in the transaction.
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<PAGE>
In October of 1998, eVision issued 250,000 shares of its common stock to an
affiliate of Heng Fung Holdings in exchange for Heng Fung Holdings' guaranty of
the payment by eVision of the 8% cash dividend on the shares of Series B
Preferred Stock offered by eVision in a private offering. The sale of the common
stock was made in reliance upon the exemption from registration provided by
Section 4(2) of the 1933 Act. The purchaser had access to full information
concerning eVision and represented that it purchased the common stock for the
purchaser's own account and not for the purpose of distribution. The certificate
for the common stock contains a restrictive legend advising that the common
stock may not be offered for sale, sold or otherwise transferred without having
first been registered under the 1933 Act or pursuant to an exemption from
registration under the 1933 Act.
Between October 1998 and April, 1999, eVision issued 25,500 shares of its
Series B Preferred Stock to various investors at a purchase price of $10.00 per
share. The sales of preferred stock were made in reliance upon the exemptions
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended and Rule 506 of Regulation D adopted under the 1933 Act. The purchasers
had access to full information concerning eVision and represented that they
purchased the shares for the purchasers' own accounts and not for the purpose of
distribution. The certificates for the shares contain a restrictive legend
advising that the shares may not be offered for sale, sold or otherwise
transferred without having first been registered under the 1933 Act or pursuant
to an exemption from registration under the 1933 Act. American Fronteer
Financial Corporation was the sales agent for the offering and received a 10%
commission in addition to a 3% non-accountable expense allowance and warrants.
Between May and September 1999, eVision issued 110,500 shares of its
Convertible Series B Preferred Stock to various investors in exchange for the
25,500 shares of Convertible Series B Preferred Stock and at a purchase price of
$10.00 per share. The sales of preferred stock were made in reliance upon the
exemptions from registration provided by Section 4(2) of the Securities Act of
1933, as amended and Rule 506 of Regulation D adopted under the 1933 Act. The
purchasers had access to full information concerning eVision and represented
that they purchased the shares for the purchasers' own accounts and not for the
purpose of distribution. The certificates for the shares contain a restrictive
legend advising that the shares may not be offered for sale, sold or otherwise
transferred without having first been registered under the 1933 Act or pursuant
to an exemption from registration under the 1933 Act. American Fronteer
Financial Corporation was the sales agent for the offering and received a 10%
commission in addition to a 3% non-accountable expense allowance and warrants.
Between October 1999 and January 2000, eVision issued 1,500,000 shares of
its Convertible Series B-1 Preferred Stock to holders of Convertible Series B
Preferred Stock who exchanged 110,500 of their shares of Convertible Series B
Preferred Stock for Convertible Series B-1 Preferred Stock and to others at a
purchase price of $10.00 per share. eVision also issued 3,283 shares of its
Convertible Series B-1 Preferred Stock as a dividend on the 1,500,000 shares of
Convertible Series B-1 Preferred Stock. The sales of preferred stock were made
in reliance upon the exemptions from registration provided by Section 4(2) of
the Securities Act of 1933, as amended and Rule 506 of Regulation D adopted
under the 1933 Act. The purchasers have access to full information concerning
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<PAGE>
eVision and represented that they acquired the shares for the purchasers' own
accounts and not for the purpose of distribution. The certificates for the
shares contain a restrictive legend advising that the shares may not be offered
for sale, sold or otherwise transferred without having first been registered
under the 1933 Act or pursuant to an exemption from registration under the 1933
Act. American Fronteer Financial Corporation was the sales agent for the
offering and received a 10% commission in addition to a 3% non-accountable
expense allowance and warrants.
On September 18, 1999, eVision issued Anthony R. Kay 550,000 shares of
common stock in consideration of the settlement of a lawsuit. The issuance of
the common stock was made in reliance upon the exemption from registration
provided by Section 4(2) of the 1933 Act. Mr. Kay had access to full information
concerning the company and represented that he accepted the common stock for his
own account and not for the purpose of distribution. The certificate for the
common stock contains a restrictive legend advising that the common stock may
not be offered for sale, sold or otherwise transferred without having first been
registered under the 1933 Act or pursuant to an exemption from registration
under the 1933 Act. No underwriters were involved in the transaction.
Between January 28, 2000 and March 13, 2000, five persons exercised
outstanding warrants to purchase 65,000 shares of eVision's common stock.
eVision issued the shares in reliance upon the exemption from registration
provided by Section 4(2) of the 1933 Act. Such persons had available to them all
material information concerning eVision. The certificates evidencing the shares
bear a restrictive legend under the 1933 Act. No underwriter was involved in the
transaction.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following is a list of all exhibits filed as part of this
Registration Statement or, as noted, incorporated by reference to this
Registration Statement:
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 2.1 Asset Purchase Agreement dated March 1, 1998, by and between
eVision and Fronteer Marketing Group, Inc. and North Country
Yellow Pages, Inc. and Dennis W. Olson (incorporated by
reference to Exhibit 2.1 to eVision's Current Report on Form
8-K dated June 22, 1998).
Exhibit 3.1 Articles of Incorporation of eVision (incorporated by
reference to Exhibit 3.0 to eVision's Annual Report on Form
10-K for the year ended September 30, 1995).
Exhibit 3.1(i) Articles of Amendment to eVision's Articles of Incorporation
dated April 28, 1995 (incorporated by reference to Exhibit
3.0(i) to eVision's Current Report on Form 8-K dated May 9,
1995).
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<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 3.1(ii) Articles of Amendment to eVision's Articles of Incorporation
dated June 27, 1996 (incorporated by reference to Exhibit
3.0(ii) to eVision's Annual Report on Form 10-K for the year
ended September 30, 1996).
Exhibit 3.1(iii) Articles of Amendment to eVision's Articles of Incorporation
dated October 15, 1998.*
Exhibit 3.1(iv) Articles of Amendment to eVision's Articles of Incorporation
dated November 17, 1998.*
Exhibit 3.1(v) Articles of Amendment to eVision's Articles of Incorporation
dated April 19, 1999 (incorporated by reference to Exhibit
3.1 to eVision's Quarterly Report on Form 10-Q/A for the
Quarter ended March 31, 1999).
Exhibit 3.1(vi) Articles of Amendment to eVision's Articles of Incorporation
dated May 5, 1999.*
Exhibit 3.1(vii) Articles of Amendment to eVision's Articles of Incorporation
dated September 25, 1999.*
Exhibit 3.2 Restated Bylaws of eVision adopted February 14, 1996
(incorporated by reference to Exhibit 3.2 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1996).
Exhibit 5.0 Opinion of Smith McCullough, P.C. regarding legality.**
Exhibit 10.1 Amended and Restated 1988 Incentive and Nonstatutory Stock
Option Plan as amended September 10, 1996 (incorporated by
reference to Exhibit 10.1 to eVision's Annual Report on Form
10-K for the year ended September 30, 1996).
Exhibit 10.2 Employee Stock Ownership Plan (incorporated by reference to
Exhibit 10.2 to eVision's Annual Report on Form 10-K for the
year ended September 30, 1996).
Exhibit 10.3 401(k) Plan and Amendment I thereto (incorporated by
reference to Exhibit 10.3 to eVision's Annual Report on Form
10-K for the year ended September 30, 1996).
Exhibit 10.4 Amended and Restated 1996 Incentive and Nonstatutory Stock
Option Plan, as amended September 10, 1996 (incorporated by
reference to Exhibit 10.6 to eVision's Annual Report on Form
10-K for the year ended September 30, 1996).
Exhibit 10.5 September 1996 Incentive and Nonstatutory Stock Option Plan
(incorporated by reference to Exhibit 10.7 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1996).
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<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 10.6 $4,000,000 10% Convertible Debenture Purchase Agreement by
and between eVision and Heng Fung Finance Company Limited
dated December 17, 1997 (incorporated by reference to
Exhibit 10.7 to eVision's Annual Report on Form 10-K for the
year ended September 30, 1996).
Exhibit 10.7 Amendment No. 1 to $4,000,000 10% Convertible Debenture
Purchase Agreement by and between eVision and Heng Fung
Finance Company Limited dated September 23, 1998
(incorporated by reference to Exhibit 10.1 to eVision's
Current Report on Form 8-K dated September 11, 1998).
Exhibit 10.8 Amendment to the $4,000,000 10% Convertible Debenture
Purchase Agreement dated December 17, 1997 (incorporated by
reference to Exhibit 10.0 to eVision's Form 10-Q/A for the
quarter ended March 31, 1998).
Exhibit 10.9 Loan and Warrant Purchase Agreement by and between Heng Fung
Finance Company Limited, Fronteer Development Finance Inc.
and Global Med Technologies, Inc. dated October 7, 1998
(incorporated by reference to Exhibit 10.10 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1998).
Exhibit 10.10 Assignment, Assumption and Consent Agreement by and between
Global Med Technologies, Inc., Dr. Michael F. Ruxin, M.D.,
Fronteer Capital Inc. and Fronteer Development Finance Inc.
dated September 11, 1998 (incorporated by reference to
Exhibit 10.11 to eVision's Annual Report on Form 10-K for
the year ended September 30, 1998).
Exhibit 10.11 First Amendment to Fronteer Financial Holdings, Ltd.
September 1996 Incentive and Nonstatutory Stock Option Plan
dated February 19, 1997 (incorporated by reference to
Exhibit 10.12 to eVision's Annual Report on Form 10-K for
the year ended September 30, 1998).
Exhibit 10.12 Amendment No. 1 to $500,000 12% Convertible Debenture dated
March 23, 1999 (incorporated by reference to Exhibit 10.1 to
eVision's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1999).
Exhibit 10.13 Guaranty Agreement between eVision and Heng Fung Holdings
Company Limited dated May 5, 1999 (incorporated by reference
to Exhibit 10.2 to eVision's Quarterly Report on Form 10-Q
for the Quarter ended March 31, 1999).
Exhibit 10.14 Second Amendment to the 1996 Incentive and Nonstatutory
Stock Option Plan of eVision dated November 25, 1998
(incorporated by reference to Exhibit 10.3 to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
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<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 10.15 First Amendment to Loan Agreement among Global Med
Technologies, Inc., Michael I. Ruxin, M.D., eBanker USA.Com,
Inc. and Heng Fung Finance Company Limited dated March 8,
1999 (incorporated by reference to Exhibit 10.4 to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
Exhibit 10.16 Stock Purchase Agreement by and between eVision and
Ladsleigh Investments Limited, BVI, made as of July 30, 1999
(incorporated by reference to Exhibit 2.1 to eVision's
Current Report on Form 8-K dated August 5, 1999).
Exhibit 10.17 Pledge and Escrow Agreement by and between eVision and
Ladsleigh Investments, BVI, made as of July 30, 1999
(incorporated by reference to Exhibit 2.2 to eVision's
Current Report on Form 8-K dated August 5, 1999).
Exhibit 10.18 Promissory Note made by Ladsleigh Investments Limited, BVI
to eVision dated July 30, 1999 (incorporated by reference to
Exhibit 2.3 to eVision's Current Report on Form 8-K dated
August 5, 1999).
Exhibit 10.19 Exchange and Sale of Stock Agreement between the Company and
Q6 Technologies, Inc. dated June 18, 1999 (incorporated by
reference to Exhibit 10.4 to eVision's Quarterly Report on
Form 10-Q for the Quarter ended June 30, 1999).
Exhibit 10.20 Management Agreement dated August 18, 1998 between Fronteer
Development Finance Inc. and Fronteer Financial Holdings,
Ltd.*
Exhibit 10.21 Warrant to Purchase Convertible Series B-1 Preferred
Stock.**
Exhibit 10.22 Amended and Restated Agreement between eVision and Skyhub
Far East Inc. dated January 24, 2000 (incorporated by
reference to Exhibit 10.1 to eVision's Quarterly Report on
Form 10-Q for the Quarter ended December 31, 1999).
Exhibit 10.23 Sublease--31st Floor between Evision and Global V mall.com
USA, Inc. dated February 28, 2000.**
Exhibit 10.24 Call Option Agreement dated March 2, 2000 between Ladsleigh
Investments Limited and eFunds Global.Com, Inc.
Exhibit 16 Letter from KPMG LLP dated September 3, 1999 (incorporated
by reference to Exhibit 16 to eVision's Current Report on
Form 8-K dated September 3, 1999).
Exhibit 21 Subsidiaries of eVision.
Exhibit 23.1 Consent of Deloitte & Touche LLP.
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<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 23.2 Consent of KPMG LLP.
Exhibit 23.3 Consent of Smith McCullough, P.C.**
*Previously filed as an exhibit to the Registration Statement.
**To be filed by amendment.
(b) Financial Statement Schedules Not Applicable
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
o to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
o to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
o to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed the initial bona fide
offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of Denver, State
of Colorado on March 28, 2000.
eVISION USA.COM, INC.
By: /s/ Fai H. Chan
-------------------------------------
Fai H. Chan, President
By: /s/ Gary L. Cook
-------------------------------------
Gary L. Cook, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Fai H. Chan Director March 28, 2000
- ----------------------------------------
Fai H. Chan
/s/ Robert H. Trapp Director March 28, 2000
- ----------------------------------------
Robert H. Trapp
/s/ Kwok Jen Fong Director March 28, 2000
- ----------------------------------------
Kwok Jen Fong
/s/ Robert Jeffers, Jr. Director March 28, 2000
- ----------------------------------------
Robert Jeffers, Jr.
/s/ Jeffrey M. Busch Director March 28, 2000
- ----------------------------------------
Jeffrey M. Busch
/s/ Tony T.W. Chan Director March 28, 2000
- ----------------------------------------
Tony T.W. Chan
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 2.1 Asset Purchase Agreement dated March 1, 1998, by and between
eVision and Fronteer Marketing Group, Inc. and North Country
Yellow Pages, Inc. and Dennis W. Olson (incorporated by
reference to Exhibit 2.1 to eVision's Current Report on Form
8-K dated June 22, 1998).
Exhibit 3.1 Articles of Incorporation of eVision (incorporated by
reference to Exhibit 3.0 to eVision's Annual Report on Form
10-K for the year ended September 30, 1995).
Exhibit 3.1(i) Articles of Amendment to eVision's Articles of Incorporation
dated April 28, 1995 (incorporated by reference to Exhibit
3.0(i) to eVision's Current Report on Form 8-K dated May 9,
1995).
Exhibit 3.1(ii) Articles of Amendment to eVision's Articles of Incorporation
dated June 27, 1996 (incorporated by reference to Exhibit
3.0(ii) to eVision's Annual Report on Form 10-K for the year
ended September 30, 1996).
Exhibit 3.1(iii) Articles of Amendment to eVision's Articles of Incorporation
dated October 15, 1998.*
Exhibit 3.1(iv) Articles of Amendment to eVision's Articles of Incorporation
dated November 17, 1998.*
Exhibit 3.1(v) Articles of Amendment to eVision's Articles of Incorporation
dated April 19, 1999 (incorporated by reference to Exhibit
3.1 to eVision's Quarterly Report on Form 10-Q/A for the
Quarter ended March 31, 1999).
Exhibit 3.1(vi) Articles of Amendment to eVision's Articles of Incorporation
dated May 5, 1999.*
Exhibit 3.1(vii) Articles of Amendment to eVision's Articles of Incorporation
dated September 25, 1999.*
Exhibit 3.2 Restated Bylaws of eVision adopted February 14, 1996
(incorporated by reference to Exhibit 3.2 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1996).
Exhibit 5.0 Opinion of Smith McCullough, P.C. regarding legality.**
Exhibit 10.1 Amended and Restated 1988 Incentive and Nonstatutory Stock
Option Plan as amended September 10, 1996 (incorporated by
reference to Exhibit 10.1 to eVision's Annual Report on Form
10-K for the year ended September 30, 1996).
Exhibit 10.2 Employee Stock Ownership Plan (incorporated by reference to
Exhibit 10.2 to eVision's Annual Report on Form 10-K for the
year ended September 30, 1996).
Exhibit 10.3 401(k) Plan and Amendment I thereto (incorporated by
reference to Exhibit 10.3 to eVision's Annual Report on Form
10-K for the year ended September 30, 1996).
<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 10.4 Amended and Restated 1996 Incentive and Nonstatutory Stock
Option Plan, as amended September 10, 1996 (incorporated by
reference to Exhibit 10.6 to eVision's Annual Report on Form
10-K for the year ended September 30, 1996).
Exhibit 10.5 September 1996 Incentive and Nonstatutory Stock Option Plan
(incorporated by reference to Exhibit 10.7 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1996).
Exhibit 10.6 $4,000,000 10% Convertible Debenture Purchase Agreement by
and between eVision and Heng Fung Finance Company Limited
dated December 17, 1997 (incorporated by reference to
Exhibit 10.7 to eVision's Annual Report on Form 10-K for the
year ended September 30, 1996).
Exhibit 10.7 Amendment No. 1 to $4,000,000 10% Convertible Debenture
Purchase Agreement by and between eVision and Heng Fung
Finance Company Limited dated September 23, 1998
(incorporated by reference to Exhibit 10.1 to eVision's
Current Report on Form 8-K dated September 11, 1998).
Exhibit 10.8 Amendment to the $4,000,000 10% Convertible Debenture
Purchase Agreement dated December 17, 1997 (incorporated by
reference to Exhibit 10.0 to eVision's Form 10-Q/A for the
quarter ended March 31, 1998).
Exhibit 10.9 Loan and Warrant Purchase Agreement by and between Heng Fung
Finance Company Limited, Fronteer Development Finance Inc.
and Global Med Technologies, Inc. dated October 7, 1998
(incorporated by reference to Exhibit 10.10 to eVision's
Annual Report on Form 10-K for the year ended September 30,
1998).
Exhibit 10.10 Assignment, Assumption and Consent Agreement by and between
Global Med Technologies, Inc., Dr. Michael F. Ruxin, M.D.,
Fronteer Capital Inc. and Fronteer Development Finance Inc.
dated September 11, 1998 (incorporated by reference to
Exhibit 10.11 to eVision's Annual Report on Form 10-K for
the year ended September 30, 1998).
Exhibit 10.11 First Amendment to Fronteer Financial Holdings, Ltd.
September 1996 Incentive and Nonstatutory Stock Option Plan
dated February 19, 1997 (incorporated by reference to
Exhibit 10.12 to eVision's Annual Report on Form 10-K for
the year ended September 30, 1998).
Exhibit 10.12 Amendment No. 1 to $500,000 12% Convertible Debenture dated
March 23, 1999 (incorporated by reference to Exhibit 10.1 to
eVision's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1999).
Exhibit 10.13 Guaranty Agreement between eVision and Heng Fung Holdings
Company Limited dated May 5, 1999 (incorporated by reference
to Exhibit 10.2 to eVision's Quarterly Report on Form 10-Q
for the Quarter ended March 31, 1999).
<PAGE>
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
Exhibit 10.14 Second Amendment to the 1996 Incentive and Nonstatutory
Stock Option Plan of eVision dated November 25, 1998
(incorporated by reference to Exhibit 10.3 to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
Exhibit 10.15 First Amendment to Loan Agreement among Global Med
Technologies, Inc., Michael I. Ruxin, M.D., eBanker USA.Com,
Inc. and Heng Fung Finance Company Limited dated March 8,
1999 (incorporated by reference to Exhibit 10.4 to eVision's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
Exhibit 10.16 Stock Purchase Agreement by and between eVision and
Ladsleigh Investments Limited, BVI, made as of July 30, 1999
(incorporated by reference to Exhibit 2.1 to eVision's
Current Report on Form 8-K dated August 5, 1999).
Exhibit 10.17 Pledge and Escrow Agreement by and between eVision and
Ladsleigh Investments, BVI, made as of July 30, 1999
(incorporated by reference to Exhibit 2.2 to eVision's
Current Report on Form 8-K dated August 5, 1999).
Exhibit 10.18 Promissory Note made by Ladsleigh Investments Limited, BVI
to eVision dated July 30, 1999 (incorporated by reference to
Exhibit 2.3 to eVision's Current Report on Form 8-K dated
August 5, 1999).
Exhibit 10.19 Exchange and Sale of Stock Agreement between the Company and
Q6 Technologies, Inc. dated June 18, 1999 (incorporated by
reference to Exhibit 10.4 to eVision's Quarterly Report on
Form 10-Q for the Quarter ended June 30, 1999).
Exhibit 10.20 Management Agreement dated August 18, 1998 between Fronteer
Development Finance Inc. and Fronteer Financial Holdings,
Ltd.*
Exhibit 10.21 Warrant to Purchase Convertible Series B-1 Preferred
Stock.**
Exhibit 10.22 Amended and Restated Agreement between eVision and Skyhub
Far East Inc. dated January 24, 2000 (incorporated by
reference to Exhibit 10.1 to eVision's Quarterly Report on
Form 10-Q for the Quarter ended December 31, 1999).
Exhibit 10.23 Sublease--31st Floor between Evision and Global V mall.com
USA, Inc. dated February 28, 2000.**
Exhibit 10.24 Call Option Agreement dated March 2, 2000 between Ladsleigh
Investments Limited and eFunds Global.Com, Inc.
Exhibit 16 Letter from KPMG LLP dated September 3, 1999 (incorporated
by reference to Exhibit 16 to eVision's Current Report on
Form 8-K dated September 3, 1999).
Exhibit 21 Subsidiaries of eVision.
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of KPMG LLP.
Exhibit 23.3 Consent of Smith McCullough, P.C.**
*Previously filed as an exhibit to the Registration Statement.
**To be filed by amendment.
Call Option Agreement between
Ladsleigh Investments Limited and
eFunds Global.Com, Inc.
March 2, 2000
Ladsleigh Investments Limited (Ladsleigh) hereby sells eFunds Global.Com, Inc.
(eFunds) a Call Option, in exchange for all accrued and future interest on the
$2,850,000 Promissory Note between eVision USA.Com, Inc. (eVision) and Ladsleigh
dated July 30, 1999 (Note) being forgiven and $250,000, with terms as described
below:
Exercise Price The total exercise price of the Call Option is $2,850,000.
Underlying The Call Option's underlying securities are 100,000 shares
Securities of Lil Capital, Inc. (Lil) which represents one hundred
percent (100%) of the issued and outstanding stock of Lil.
Anti-Dilutive Ladsleigh hereby agrees to not issue additional shares in
Provision Lil and that the Underlying Securities will remain one
hundred percent (100%) of the issued and outstanding stock
of Lil.
Expiration This Call Option expires in 10 years from the date of this
agreement.
Loan Offset Ladsleigh hereby agrees to offset the proceeds received from
the exercise of this Call Option against the Note.
eFunds will retain all proceeds from the exercise of this
Call Option until the Note has been fully repaid.
Escrow and All Underlying Securities will be held by and pledged to
Pledge eFunds tosecure the exercise of this Call Option.
Partial Exercise eFunds has the right to partially exercise the Call Option.
Ownership of the prevailing Underlying Securities will be
transferred pro-rata to eFunds upon partial exercise. When
required, quantities will be rounded up to the next smallest
unit size.
If eFunds' exercising results in the Call Option being
completely exercised, the remaining untransferred Underlying
Securities will be transferred to eFunds.
<PAGE>
Further Ladsleigh hereby agrees that it will not cause Lil to enter
Commitments into any further commitments or transactions; or transfer
any assets in or out of Lil, without the prior approval of
eFunds.
For and on behalf of:
/s/ Robert A. Shandler
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Ladsleigh Investments Limited
Agreed and accepted by:
/s/ Tony Chan
- ----------------------------------------
eFunds Global.Com, Inc.
Exhibit 21
SUBSIDIARIES OF eVISION
Name of Subsidiary Jurisdiction of Incorporation
- ------------------ -----------------------------
OL Broker.Com, Inc. Colorado
American Fronteer Financial Corporation Colorado
RAF Services, Inc. of Texas Texas
RAF Services, Inc. of Louisiana Louisiana
RAF Services, Inc. Nevada
Secutron Corp. Colorado
MidRange Solutions Corp. Colorado
eBanker USA.com, Inc. Colorado
Fronteer Income Growth, Inc. Foreign
Corporate Net Solutions, Inc. Delaware
Fronteer Corporate Services, Inc. Colorado
Fronteer Asset Management Corporate, Inc. Delaware
eFunds Global.Com, Inc. Colorado
Neuro Web, Inc. Colorado
Neuro Web Canada, Inc. Canada
Skyhub Far East, Inc. Colorado
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 2 to Registration Statement No.
333-81565 of eVision USA.Com, Inc. of our report dated December 21, 1999
appearing in the Prospectus, which is a part of such Registration Statement, and
to the reference to us under the heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
March 27, 2000
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors
eVision USA.Com, Inc.:
We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
March 27, 2000
