<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
COMMISSION FILE NUMBER 000-20702
ARGENT CAPITAL CORPORATION
(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0383765
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5410 MARYLAND WAY, SUITE 440
BRENTWOOD, TN 37027
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (615) 345-6200
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
NONE
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS)
Check whether the issuer: (I) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of the issuer's sole class of common equity, outstanding as of
the latest practicable date: 8,680,646 (August 25, 1999).
<PAGE> 2
ARGENT CAPITAL CORPORATION
INDEX TO FORM 10QSB
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999
PART 1. FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheets as of June 30, 1999 (unaudited) and
December 31, 1998
Consolidated Statements of Income for the Three Months and Six
Months Ended June 30, 1999 (unaudited)
Consolidated Statements of Cash Flows for the Six Months Ended June
30, 1999 and 1998 (unaudited)
Notes to the Consolidated Financial Statements for the Six Months
Ended June 30, 1999 (unaudited)
Item 2 - Management's Discussion and Analysis of Financial Condition, Results of
Operations, Liquidity and Capital Resources
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Securities Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE> 3
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 18,725 $ 5,453
Accounts Receivable 7,081 --
Stock Subscription Receivable 233,000
Prepaid expenses -- 5,000
------------ -----------
Total current assets 258,806 10,453
------------ -----------
SOFTWARE AND CAPITALIZED DEVELOPMENT COSTS 500,444 79,000
Less accumulated amortization (10,836) --
------------ -----------
Total software and capitalized development
costs, net 489,608 79,000
------------ -----------
PROPERTY AND EQUIPMENT 678,421 634,648
Less accumulated depreciation (492,487) (478,329)
------------ -----------
Total property and equipment, net 185,934 156,319
------------ -----------
GOODWILL (Note 6) 13,771,817 --
Less accumulated amortization (327,900) --
------------ -----------
Total goodwill, net 13,443,917 --
------------ -----------
OTHER ASSETS 10,130 --
------------ -----------
Total assets of continuing operations 14,388,395 245,772
------------ -----------
NET ASSETS RELATED TO DISCONTINUED OPERATIONS 33,482 --
------------ -----------
Total assets $ 14,421,877 $ 245,772
============ ===========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ 271,573 $ --
NET LIABILITIES RELATED TO DISCONTINUED OPERATIONS -- 108,405
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS' EQUITY
Common stock, $.001 par value, authorized 100,000,000
shares issued 8,555,646 shares 8,556 2,589
Additional paid-in capital 16,831,947 1,454,197
Treasury stock, 13,333 shares (63,281) (63,281)
Notes receivable -- (1,839)
Retained earnings (deficit) (2,626,918) (1,254,299)
------------ -----------
Total shareholders' equity 14,150,304 137,367
------------ -----------
Total liabilities and shareholders' equity $ 14,421,877 $ 245,772
============ ===========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
REVENUE:
Interest income $ 30 $ --
Other income 6,804 --
----------- -----------
TOTAL REVENUE 6,834 --
GENERAL AND ADMINISTRATIVE EXPENSES 1,618,590 --
----------- -----------
LOSS FROM CONTINUING OPERATIONS (1,611,756) --
GAIN (LOSS) FROM DISCONTINUED OPERATIONS 239,137 (620,955)
----------- -----------
NET (LOSS) $(1,372,619) $ (620,955)
=========== ===========
Loss per share (Basic and diluted):
Loss from continuing operations $ (0.29) $ --
Gain (Loss) from discontinued operations 0.05 (0.36)
----------- -----------
Net loss per share $ (0.24) $ (0.36)
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
REVENUE:
Interest income $ -- $ --
Other income 6,249 --
----------- ----------
TOTAL REVENUE 6,249 --
GENERAL AND ADMINISTRATIVE EXPENSES 1,307,336 --
----------- ----------
LOSS FROM CONTINUING OPERATIONS (1,301,087) --
GAIN (LOSS) FROM DISCONTINUED OPERATIONS 420,026 (33,064)
----------- ----------
NET (LOSS) $ (881,061) $ (33,064)
=========== ==========
Loss per share (Basic and diluted):
Loss from continuing operations $ (0.16) $ --
Gain (Loss) from discontinued operations 0.05 (0.03)
----------- ----------
Net loss per share $ (0.11) $ (0.03)
=========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Loss from continuing operations $(1,611,756) $ --
Adjustments to reconcile loss from continuing operations to net
cash provided by operating activities of continuing operations:
Depreciation and amortization 352,894 --
Stock subscription receivable (233,000)
Accounts receivable (7,081) --
Prepaid expenses 5,000 --
Other assets (10,130) --
Accounts payable and accrued liabilities 271,573 --
----------- -----------
Net cash used by operating activities of continuing operations (1,232,500) --
Income (loss) from discontinued operations 239,137 (620,955)
Non-cash gains from discontinued operations (98,504)
Net cash provided/(used) in disposal of discontinued operations (123,713) 7,698,094
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (43,773) (76,635)
Acquisition of NetVoucher, Inc. (421,444) --
Cash acquired from acquisitions, net of cash paid -- 928,526
Collection of Notes receivable -- 99,176
----------- -----------
Net cash provided by investing activities (465,217) 951,067
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,611,904 --
Disposal of warehouse financing facility (7,658,076)
----------- -----------
Net cash provided by (used in) financing activities 1,611,904 (7,658,076)
----------- -----------
NET INCREASE (DECREASE) IN CASH (68,893) 370,130
CASH AT BEGINNING OF PERIOD 87,668 407,147
----------- -----------
CASH AT END OF PERIOD $ 18,775 $ 777,277
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements at June 30, 1999
include the accounts of Argent Capital Corporation ("ACC"), a corporation
organized in the State of Nevada, and its wholly-owned subsidiaries
(collectively, the "Company"). The subsidiaries include Argent Mortgage
Corporation (previously known as Clearview Capital Corporation), Argent
Financial Services, Inc. ("AFS"), NetVoucher, Inc., Sullivan and Mock
Corporation of Nevada ("Sullivan and Mock") and Sunport Medical Corporation
(USA). All significant inter-company accounts and transactions have been
eliminated in consolidation.
Prior to February 27, 1998, the Company operated as Sunport Medical Corporation,
a company organized in British Columbia. On February 27, 1998, pursuant to a
Stock Purchase Agreement, ACC and Clearview Capital Corporation ("CCC")
completed a reverse merger whereby ACC acquired CCC. Immediately after the
merger, CCC changed its name to Argent Mortgage Corporation. In the merger,
shareholders of CCC received approximately 75% of the total issued and
outstanding common stock of ACC. Since the former CCC shareholders received a
substantial majority of the shares of common stock of ACC, the transaction was
treated as a purchase of ACC by CCC for accounting purposes. As a result, the
historical financial statements of ACC for the periods prior to the merger are
those of CCC, rather than those of ACC. The purchase price was allocated as
included in the accompanying Statement of Cash Flows.
The percentage interest of CHC in the Company's common stock outstanding has
been reduced to approximately 18% pursuant to adjustments provided for in the
Stock Purchase Agreement due to changes in the financial condition of Argent
Mortgage Corporation after the closing, and the issuance of additional common
stock.
On August 31, 1998, the Company acquired all of the outstanding stock of
Sullivan and Mock for approximately $402,000 in cash. Sullivan and Mock was a
mortgage banking company doing business in Nevada.
On April 12, 1999 the Company acquired NetVoucher, Inc. which is detailed in
Note 10.
GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, during the year ended December 31, 1998, the Company incurred a loss
of $2,671,831 and, as of that date, the Company's deficit was $1,426,716. During
the six months ended June 30, 1999 the Company lost $1,378,988. These factors
among others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. As described in Note 2, the Company has
discontinued primarily all of its previous operations as of December 31, 1998.
The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
obtain additional financing as may be required, and ultimately to attain
successful operations. Management is continuing its efforts to obtain additional
funds so that the Company can meet its obligations and sustain operations from
sources that are described in Note 9 to the financial statements.
USE OF ESTIMATES
The Company prepares financial statements in conformity with generally accepted
accounting principles that require 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 accounting period.
Actual results could differ from those estimates.
<PAGE> 8
FAIR VALUE DISCLOSURES
The carrying value of the Company's financial instruments related to continuing
operations approximate their fair value.
SALE OF MORTGAGE LOANS
Gains and losses resulting from sales of mortgage loans are recognized at
settlement date, based on the difference between the selling price and the
carrying value of the related loans sold. Nonrefundable fees and direct costs
associated with the purchase of mortgage loans are deferred and recognized when
the loans are sold. The Company sells all loans on a servicing released basis.
LONG-LIVED ASSETS
The Company accounts for the impairment and disposition of long-lived assets in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." In accordance with SFAS No. 121, long-lived assets are reviewed
for events or changes in circumstances, which indicate that their carrying value
may not be recoverable.
COMPREHENSIVE INCOME
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income". The
Company reports no difference between comprehensive income and net income.
NEW ACCOUNTING PRONOUNCEMENTS
In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
effective for fiscal periods beginning after June 15, 1999. This statement
establishes standards for derivative instruments, including certain derivative
instruments imbedded in other contracts, and for hedging activities. The Company
is currently evaluating the effect this standard may have on the Company's
financial condition, results of operations and cash flows.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the 1999
presentation. These changes had no impact on previously reported results of
operations or shareholders' equity.
MANAGEMENT'S PLANS
Management is currently evaluating and implementing several steps to improve the
liquidity and operations of the Company. These steps include:
- - Seeking additional financing either in the form of debt or equity.
- - Entering into strategic alliances with banking and insurance companies.
The Company's ongoing operations have been funded in the main by Directors of
the Company and some qualified investors. During the three months ended March
31, 1999, the Directors contributed approximately $500,000 in capital. During
the three months ended June 30, 1999, an additional $1,000,000 in capital was
raised.
NetVoucher, Inc., which was acquired April 12, 1999, has started sales of
merchant sites in eighteen cities. Once satisfactory results are achieved in
these cities, the rollout will continue nationwide.
AFS will begin recruitment of independent sales agents during November 1999 and
will begin offering several insurance and income protection products during this
period. Revenues from the sale of the AFS proprietary product are expected to
commence during the first quarter of 2000.
<PAGE> 9
NOTE 2. DISCONTINUED OPERATIONS
During the fourth quarter of 1998, the Company determined that the mortgage
banking business no longer fit its strategic plan and, as such, decided to
discontinue its mortgage banking activities. The mortgage banking business is
reported as a discontinued operation for all periods presented. The consolidated
balance sheet, consolidated statements of operations and cash flows and related
notes to the consolidated financial statements have been restated to conform to
the discontinued operations presentation.
In conjunction with the discontinuance of the mortgage banking business,
Sullivan & Mock was closed as of February 15, 1999. As of March 31, 1999, the
company terminated the leases on its Huntington Beach, California location. The
landlord waived all obligations under the leases subsequent to the effective
date of the termination. On or about March 5, 1999, the company entered into
settlement agreements with certain warehouse lenders who had financed its
mortgage lending business during 1998.
The following details all of the assets and liabilities related to discontinued
operations at June 30, 1999 and December 31, 1998:
<TABLE>
<CAPTION>
1999 1998
--------- ----------
<S> <C> <C>
ASSETS
Cash $ 50 82,215
Accounts receivable 36,492
Mortgage loans held for sale 4,248,854
Prepaid expenses 30,240
Income taxes receivable 571,858
Furniture, fixtures, and equipment 322,416
Less: accumulated depreciation (124,758)
----------
Total furniture and equipment, net 197,658
Other assets 43,561 75,050
--------- ----------
Total assets $ 43,611 $5,242,367
========= ==========
LIABILITIES
Accounts payable $ $ 726,235
Warehouse financing facilities 4,547,030
Deferred income tax liability 62,328
Other deferred credits 11,384 15,179
--------- ----------
Total liabilities 11,384 5,350,772
--------- ----------
NET ASSETS (LIABILITIES RELATED) TO DISCONTINUED
OPERATIONS $ 32,227 $ (108,406)
========= ==========
</TABLE>
<PAGE> 10
NOTE 3. NET LOSS PER SHARE
A reconciliation of the numerators and denominators used in basic and diluted
net income (loss) per share is as follows for the three months ended June 30,
1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
----------- -------------
<S> <C> <C>
Loss from continuing operations $(1,301,087) $ --
Loss from discontinued operations 420,026 (33,064)
----------- -------------
Net Loss $ (881,061) $ (33,064)
=========== =============
Weighted average number of common shares:
Basic 8,064,511 1,179,567
Effect of dilutive securities:
Stock options -- --
Warrants -- --
----------- -------------
Diluted 8,064,511 1,179,567
=========== =============
Net Loss per share:
Loss from continuing operations $ (0.16) $ --
Loss from discontinued operations 0.05 (.03)
----------- -------------
Net Loss per share:
Basic $ (.11) $ (.03)
Effect of dilutive securities:
Stock options -- --
Warrants -- --
----------- -------------
Diluted $ (.11) $ (.03)
=========== =============
</TABLE>
A reconciliation of the numerators and denominators used in basic and diluted
net income (loss) per share is as follows for the six months ended June 30, 1999
and 1998:
<TABLE>
<CAPTION>
1999 1998
----------- -------------
<S> <C> <C>
Loss from continuing operations $(1,611,756) $ --
Gain/Loss from discontinued operations 239,137 (620,955)
----------- -------------
Net Loss $(1,372,619) $ (620,955)
=========== =============
Weighted average number of common shares:
Basic 5,642,780 1,733,365
Effect of dilutive securities:
Stock options -- --
Warrants -- --
----------- -------------
Diluted 5,645,780 1,733,365
=========== =============
Net Loss per share:
Loss from continuing operations $ (0.29) $ --
Loss from discontinued operations (0.05) (.36)
----------- -------------
Net Loss per share:
Basic $ (.24) $ (.36)
Effect of dilutive securities:
Stock options -- --
Warrants -- --
----------- -------------
Diluted $ (.24) $ (.36)
=========== =============
</TABLE>
All stock options and warrants outstanding as of June 30, 1999, were considered
anti-dilutive; therefore, basic and weighted average number of common shares
equals diluted weighted average number of shares at June 30, 1999 and 1998.
<PAGE> 11
NOTE 4. COMMITMENTS AND CONTINGENCIES
The Company filed a lawsuit against Clearview Holdings Corporation, S.A. ("CHC")
on February 4, 1999, seeking to rescind the acquisition of Argent Mortgage
Corporation based upon fraud by CHC. The Company alleges, among other things,
that CHC knowingly made certain false representations concerning the financial
condition, assets, and records of Argent Mortgage Corporation. The Company is
seeking rescission of the purchase and cancellation of the 1,493,631 shares of
the Company acquired by CHC as consideration for the sale of Argent Mortgage
Corporation to the Company. On February 20, 1999, the Company served the
complaint on CHC. CHC has answered the Complaint, and the case is set for trial
in December 1999. If the Company is successful in rescinding the transaction,
the shares of Argent Mortgage Corporation, the legal successor to Clearview
Capital Corporation, would be ordered returned to CHC and the shares of the
Company now held by CHC would be ordered canceled or ordered for return to be
canceled.
Management of the Company believes that the ultimate outcome of this matter will
not have a material adverse effect on the financial position, results of
operations, or cash flows of the Company.
NOTE 5. PURCHASE OF NET VOUCHER, INC.
On April 12, 1999, the Company acquired NetVoucher, Inc. ("NetVoucher"); an
Alabama corporation engaged in the development of internet commerce software and
merchandising programs, via a merger of NetVoucher with and into Argent Security
Corporation ("ASC"), formally an inactive wholly-owned Nevada subsidiary of the
Company. The transaction was carried out pursuant to a stock purchase agreement
dated March 12, 1999, by the Company and the shareholders of NetVoucher (the
"NetVoucher Agreement").
The consideration paid to the shareholders of NetVoucher was (i) 2,000,000
newly-issued, unregistered common shares of the Company, (ii) ten-year options
to purchase up to 1,000,000 additional shares at an exercise price of $.25 per
share, and (iii) ten-year options to purchase up to 1,000,000 shares at an
exercise price of $25.00 per share, with each such exercise price, and the
number of shares subject to acquisition under the options, to be adjusted for
any future stock split or similar transaction of the Company. Also, the Company
granted to two former senior executive officers and directors of NetVoucher and
their assignees, ten-year options to purchase up to 1,000,000 shares of the
Company's common stock at an exercise price of $.25 per share. In addition to
the foregoing consideration, within 60 days following the second anniversary of
the closing date, the Company will pay to the former Class A shareholders of
NetVoucher, consideration in the amount of 30% of the value of the NetVoucher
business at that time, as determined by a business valuation expert to be agreed
upon. At the option of the Company, this consideration may be all cash or a
combination of cash and stock composed of at least 50% cash.
The NetVoucher Agreement further requires the Company to file a registration
statement with the Securities and Exchange Commission for a registered public
offering as soon as practicable after the closing date, which shall include the
shares of the Company issued to the former shareholders of NetVoucher.
NOTE 6. GOODWILL
The purchase price for NetVoucher is approximately $13.8 million and is
comprised of 2,000,000 shares of Argent Capital Corporation Common Stock and
options to purchase 2,000,000 shares of Argent Capital Corporation Common Stock
at $.25 per share and options to purchase 1,000,000 shares of Argent Capital
Corporation Common Stock at $25 per share. Not included in the purchase price is
an amount to be determined two years from the closing of the acquisition. At
that time, the former shareholders of NetVoucher will receive a payment equal to
30% of the value of NetVoucher in the form of cash and Argent Capital
Corporation Common Stock.
All of the approximate $13.8 million purchase price will be allocated to excess
of costs over the net assets acquired (goodwill). Preliminary estimates of the
fair value of assets and liabilities of NetVoucher have been combined with the
recorded values of the assets and liabilities of Argent Capital Corporation in
the unaudited pro forma combined consolidated financial statements.
<PAGE> 12
ITEM 2. PLAN OF OPERATION
The Company conducts its business through two subsidiaries, Argent Financial
Services, Inc. and NetVoucher, Inc.
PURCHASE OF NET VOUCHER, INC.
On April 12, 1999, the Company acquired NetVoucher, Inc. ("NetVoucher"), an
Alabama corporation engaged in the development of internet commerce software and
merchandising programs, via a merger of NetVoucher with and into Argent Security
Corporation ("ASC"), formerly an inactive, wholly-owned Nevada subsidiary of the
Company. The transaction was carried out pursuant to a stock purchase agreement
dated March 12, 1999, by the Company and the shareholders of NetVoucher (the
"NetVoucher Agreement").
NETVOUCHER PLAN OF OPERATION
NetVoucher has developed a proprietary internet advertising product
(e-Advertising) that provides local merchants a web presence and allows such
merchants to build advertising strategies to reach potential customers through a
website location on the internet. Each local merchant that subscribes to the
service will have a web page, along with banner ads and other specialty ad
promotions designed to attract customers through the NetVoucher system. It is
expected that merchants will pay NetVoucher monthly advertising fees and,
potentially, fees for special advertising services and other fees based on
customer traffic produced for the merchants through the NetVoucher system.
The NetVoucher internet advertising system (the "NetVoucher System") is actually
comprised of several related, software and internet-based products and services
providing for interactive marketing and advertising by merchants, to and with
consumers. These were developed by Optimize, Inc. ("Optimize"), a former
shareholder of NetVoucher, which transferred to NetVoucher all equipment,
personnel, rights to the software and related intellectual property rights,
including trademarks and copyrights, which collectively comprise the NetVoucher
System. The elements of the NetVoucher System, which have been substantially
developed to date and which are being tested, include the following: (1)
NetVoucher and e-Advertising (which are internet-based advertising products to
be sold to merchants); (2) NetVoucher Plus (an enhancement to NetVoucher and
e-Advertising); (3) e-point (an internet software product which tracks customer
sales; and (4) other elements. NetVoucher either has obtained, or is in the
application process for, trademark and service mark protection for all of these
products and services, and may seek patent, trademark and other intellectual
property right protection for other elements as well.
<PAGE> 13
Consumers are offered enrollment, without fees, as users of the NetVoucher
System. By logging on to the system, consumers have access to promotions offered
by merchant members. NetVoucher expects that the benefits afforded consumers
through enrollment will facilitate strong development of the consumer and
merchant subscriber base, but is unable to make definitive projections at this
time.
NetVoucher began rolling out the system nationwide in May, 1999. The roll out of
NetVoucher has been somewhat slower than expected due to system related issues
that have affected the software for merchant loading and support. Thus far there
are 241 merchants located in 18 cities in 12 states with over 5,000 members
accessing the system from 43 states. The business plan calls for a presence in
every major city in the United States. NetVoucher has contracted national and
regional marketing directors, and area coordinators in a number of regions of
the United States to begin the national roll-out. The budget and the timetable
for the national roll out are still under development, and the national roll out
will depend to some degree on the availability of sufficient funds to make the
system operational nationwide.
NetVoucher is expected to be marketed through a nationwide independent sales
force. While there are currently over 100 sales agents, the Company's business
plan calls for approximately 2,000 salespersons to be recruited by independent
sales managers throughout the United States. City Directors ("CD's") will be
responsible for creating the local merchant websites as sales occur. An on-line
rep support network is currently under development which will aid in recruiting,
managing and developing reps.
Pro forma estimates for NetVoucher indicate a total operating cash requirement
of approximately $750,000 during the third quarter of 1999. The Company's cash
flow projections indicate that cash flow from operations will be positive in the
fourth quarter of 1999. However, the cash flow projections are necessarily based
on incomplete information and certain assumptions, which are subject to change
and revisions regardless of the effectiveness of management in pursuing its
plans.
The success of the NetVoucher System will depend upon the full functionality of
the software, the presence or absence of competing products and services in the
marketplace, and acceptance of the system by merchants and consumers. All these
factors have some degree of uncertainty, particularly since the field of
internet advertising and marketing is in its infancy. There may be competing
products in use or under development of which the Company is unaware and the
technology is subject to rapid change and innovation. Due to these factors,
management is unable to make specific cash flow, profitability, cost or revenue
projections at the present time.
The number of employees required to fully staff NetVoucher for national
operations throughout the U.S. is expected to be approximately 40, including
8-10 in accounting and 20-30 in sales and marketing in support via a call center
and maintenance of new and existing websites. These employees will be added over
the course of the next nine months, as sales volumes reach anticipated levels.
The Company has entered into a Management Information Systems Contract, dated as
of February 18, 1999 (the "MIS Contract") with Optimize, which provides that
Optimize will render comprehensive systems support service to the Company in
connection with the planning, design, development, installation, support,
operation, maintenance and integration of software, systems and related computer
services necessary for the NetVoucher system. Among other things, the MIS
Contract provides that Optimize will establish and support and maintain a
back-office system support center which will integrate the NetVoucher software
and hardware with various necessary computer hardware and software elements,
including central computers, routers, network operating systems, commercial
software and ancillary communications tools necessary to enable the NetVoucher
System to perform as an integrated merchandising system. Optimize will also
assist the Company in setting up a financial processing system (which will
include payment of trade accounts, payment of commissions, cash receipts
processing, order processing, inventory management, fixed asset management and
local regulatory compliance) as part of the NetVoucher System. Optimize will
also perform such repairs, refinements, corrections and updating of the
NetVoucher software as necessary for the NetVoucher System to perform its
intended purposes, as well as work with the Company to discover, design, develop
and program new features and enhancements that relate to the NetVoucher System.
<PAGE> 14
ARGENT FINANCIAL SERVICES
Argent Financial Services, Inc. ("AFS"), a wholly-owned subsidiary of the
Company, was formed in June, 1998. As further described below, AFS will market
the Company's proprietary, state-of-the-art software system, Argent Proprietary
product. Management intends to launch the operations of AFS by November, 1999,
commencing with the recruitment of independent sales agents to offer several
insurance and income protection products. The Company and AFS have recently been
in active discussions with a major insurance company with a view to offering its
products through such a network of independent, affiliated sales agents. The
business plan calls for over 15,000 independent agents, and the addition of up
to 60 employees in 2000.
Management plans to launch a multi-media advanced consumer education and success
implementation software with eight specialized "modules" next year. These
modules address wealth building, debt elimination, insurance needs, estate
planning, home mortgages, basic budgeting, tax savings and dream achievement.
AFS also intends to offer consumers on-line based products and services, such as
banking, stock trading, and other internet tools.
AFS will market its financial products through a multi-level marketing
organization operating nationally. Consumers will be introduced by licensed
insurance agents and financial planners in the comfort of their home. The agents
will access the proposal system via the internet utilizing laptop computers. The
system will demonstrate the effects of repositioning the homeowners' equity for
accelerated growth in conjunction with various financial products. Products to
be sold through the system are being developed by third parties, including
insurance company strategic partners of AFS.
It is anticipated that AFS will have a negative cash flow from operations during
the next eight months and perhaps longer. Management's cash flow projections are
necessarily based on incomplete information and upon certain assumptions, which
are subject to change and revisions regardless of the effectiveness of
management in pursuing its implementation goals. Cash required to fund
operations during the next two quarters is projected to be in excess of $1
million. Funding is expected to be provided by investors and by strategic
partners, such as providers of various financial products to be sold through
AFS, but AFS and the Company do not presently have any binding commitments for
funding.
Products are being developed by third parties under AFS' direction and by
insurance company strategic partners. Agreements have also been entered into to
market products developed by outside third parties. AFS is also in discussions
with potential strategic partners that would provide various banking products to
AFS clients.
AFS expects to expend approximately $250,000 for furniture and computer
equipment to support its operations. In addition, computer software acquisitions
will approximate $100,000 during 1999. To the extent financing is available,
these purchases will be financed.
The business plan calls for the addition of over 60 employees during 2000. The
majority of the additions will be staff required to support the national
marketing organization.
LIQUIDITY AND FINANCIAL RESOURCES
Although the Company raised over $500,000 in capital during the first quarter of
1999, and an additional amount of approximately $1,000,000 to date during the
second quarter of 1999, it believes that cash from continuing operations and
borrowings, if any, will not be sufficient to fund the strategic plans described
herein. Management is actively seeking additional investors to infuse new
capital. The majority of the new capital raised in 1999 has been contributed by
the Directors of the Company and some qualified investors. Substantial portions
of directors contributions have represented salary foregone by such officers in
exchange for newly issued equity securities of the Company. There can be no
assurance that the Directors will continue to contribute additional capital or
that executive officers will continue to forgo salary.
FINANCIAL POSITION
Cash from continuing operations and borrowings are not expected to be sufficient
to fund continuing operations. The proceeds from the capital raised during 1999
were used to fund continuing operations and to advance funds to Optimize in
anticipation of the acquisition of NetVoucher, Inc.
<PAGE> 15
RESULTS OF OPERATIONS
The loss for 1999 is primarily the loss from discontinued operations net of gain
from the disposal of those operations. The loss from continuing operations is
primarily general and administrative costs associated with the start up of
continuing operations.
YEAR 2000 COMPLIANCE
As a financial services company, the Company is dependent on computer systems
and applications to conduct its business. The Company is in a start up phase for
its continuing operations. All hardware and software acquired for the new
business is Year 2000 compliant. In addition, all major vendors have provided
verification that their systems are or will be Year 2000 compliant by December
31, 1999. Software being developed for the new business is being written to be
Year 2000 compliant.
The total cost associated with Year 2000 compliance is not expected to be
material to the Company's financial condition or results of operations. Since
all of the Company's computer systems and applications are new or in the process
of development there are no separate identifiable costs associated with Year
2000 compliance.
The Company does not anticipate any material disruptions of its operations as a
result of any failure by the Company to be compliant. However, there can be no
assurance that there will not be a delay in, or costs associated with the Year
2000 issue. The Company relies, directly and indirectly, on other businesses
such as third party service providers, creditors, financial organizations and
governmental entities. Even if the Company's computer systems are not materially
adversely affected by the year 2000 issue, the Company's business and operations
could be materially adversely affected by disruptions in the operations of the
enterprises with which the Company interacts. The Company believes it is and
will remain Year 2000 compliant. Contingency plans will be developed as
required.
<PAGE> 16
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is party to certain legal proceedings incidental to its business.
Management believes that the outcome of such proceedings, in the aggregate, will
not have a material adverse effect on the Company's business or financial
condition. Set forth below is a summary description of a pending lawsuit
involving the Company.
Argent Capital Corporation v. Clearview Holding Corporation S.A. -- Orange
County Superior Court, Case No. 805225. This case arises from the consummation
of the reverse merger by which the Company acquired Clearview Capital
Corporation (now known as "Argent Mortgage Corporation") from Clearview Holdings
Corporation, S.A. ("CHC"). This suit, filed on February 4, 1999, seeks to
rescind the acquisition of Argent Mortgage Corporation based upon fraud by CHC
in connection with the Stock Purchase Agreement, dated December 19, 1997,
pursuant to which the Company acquired Argent Mortgage Corporation . The Company
alleges, among other things, that CHC knowingly made certain false
representations concerning the financial condition, assets and records of Argent
Mortgage Corporation. The Company is seeking rescission of the purchase and
cancellation of the 1,493,631 shares of the Company acquired by CHC as
consideration for the sale of Argent Mortgage Corporation to the Company. On
February 20, 1999, the Company served the complaint on CHC by serving Mr. Pieter
G. K. Oosthuizen, a former director and a current beneficial shareholder of the
Company. Mr. Oosthuizen has represented himself to be in control of Nuova Arca
Investments, Ltd., the corporation which, he has represented, owns 100 per cent
of the shares of CHC. CHC has not yet answered the Complaint.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) Not applicable.
(b) Not applicable.
(c) As more particularly described in Part I., Item 2., above and in Note 5 to
the financial statement in part 1, and in the Company's Form 8-K, filed on April
28, 1999, and its Form 10-KSB, filed May 3, 1999, both of which are incorporated
by reference herein, effective April 12, 1999, the Company issued to the former
shareholders of NetVoucher, Inc. certain shares of its Common Stock and options
to purchase additional shares of its Common Stock.
Other Issuances
In the first quarter of 1999 and in April, 1999, the Company directly sold and
issued shares of its Common Stock ("Shares") to parties which were otherwise
unaffiliated with the Company at the time (except as indicated elsewhere herein
or in prior filings with the Commission), and additionally sold and issued to
certain directors and members of management investment units composed of Shares
and warrants for the purchase of additional Shares as of the dates, and for the
consideration specified, in the Table of Share Issuances attached as Exhibit 99
to the Form 10-QSB for the quarter ended March 31, 1999. As indicated in said
Exhibit, the investment units sold to certain members of management and
directors were issued for consideration comprised of cash or services rendered.
Each investment unit was comprised of one Share of the Company's restricted
(currently non-tradeable) Common Stock and one warrant to purchase an additional
Share of restricted Common Stock at any time or from time to time during a
three-year period following the respective issuance dates of the warrants. The
purchase price of the restricted Shares subject to acquisition under the
warrants is $.25 per Share, and any number of restricted Shares up to the number
granted in the respective warrants may be purchased during the warrants'
validity. The directors of the Company approved the issuance of these restricted
Shares and warrants at the prices indicated to provide necessary working capital
for the Company at the time, and, with respect to the issuances to officers and
directors, in order to retain these critical personnel.
All securities issued were sold pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended, based upon
the execution of stock purchase agreements in conformity with the requirements
for the use of such exemption. No underwriters were used and there were no
underwriting discounts or commissions.
The funds received from these issuances are being used for working capital and
as general operating funds of the Company and its subsidiaries.
<PAGE> 17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(1) Financial Statements included in Part I of this
Report, Item 1 of this Report:
Consolidated Balance Sheets (Unaudited), dated June 30, 1999
and December 31, 1998
Consolidated Statements of Operations for the Six
months ended June 30, 1999 and June 30, 1998
(Unaudited).
Consolidated Statements of Operations for the Three
months ended June 30, 1999 and June 30, 1998
(Unaudited).
Consolidated Statements of Cash Flow, for the Six
months ended June 30, 1999 and June 30, 1998
(Unaudited).
(b) Reports on Form 8-K
The following reports on Form 8-K have been
filed by the registrant since March 31, 1999.
(i) Form 8-K filed and dated April 28, 1999, reporting the
merger of NetVoucher, Inc. into Argent Security
Corporation, a wholly-owned subsidiary of the
registrant.
(ii) Form 8-K filed and dated May 17, 1999, reporting the
resignation of Deloitte & Touche, LLP, as independent
auditor to the registrant.
(iii) Form 8-K filed and dated July 19, 1999, reporting
the appointment of Grant Thornton, LLP, as
independent auditor to the registrant.
No financial statements were filed with such reports.
(c) Financial Data Schedule for the quarter ended June 30, 1999.
<PAGE> 18
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
REGISTRANT
ARGENT CAPITAL CORPORATION
August 23, 1999 By /s/ CHRISTOPHER MILLAR
President
and Chief Executive Officer
<TABLE> <S> <C>
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS OF ARGENT CAPITAL
CORPORATION FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
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