<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO
________________
Commission File Number: 0-24590
E-NET FINANCIAL.COM CORPORATION
-------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 84-1273503
------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3200 BRISTOL STREET, SUITE 700, COSTA MESA, CALIFORNIA, 92626
--------------------------------------------------------------
(Address of principal executive offices)
(714) 557-2222
--------------
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
/X/ No / /.
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes / / No / /
Applicable only to Corporate Issuers:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 21,091,880 as of September 7, 2000.
Transitional Small Business Disclosure Format (Check one): Yes / / No /X/
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E-NET FINANCIAL.COM CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 31 July 31
2000 1999
---- ----
ASSETS
CURRENT ASSETS
Cash and equivalents $ 152,300 $ 107,512
Accounts receivable, net of allowance
for doubtful accounts of $37,436 and
$0, respectively 342,173 137,330
Note receivable - 140,000
Other current assets 350,197 23,006
--------- ---------
TOTAL CURRENT ASSETS 844,670 407,848
Equipment, net 242,753 49,485
Goodwill, net of accumulated amortization 3,770,234 -
Of $266,935
Investment in marketable securities - 600,000
OTHER ASSETS 79,924 42,071
--------- ---------
$ 4,937,581 $ 1,099,404
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 151,205 $ 90,384
Accrued liabilities 582,036 26,841
Notes payable to related parties 1,401,540 -
Other current liabilities 49,118 -
--------- ---------
TOTAL CURRENT LIABILITIES 2,183,899 117,225
OTHER LIABILITIES 151,071 291,800
--------- ---------
TOTAL LIABILITIES 2,334,970 409,025
--------- ---------
SHAREHOLDERS' EQUITY
Series C convertible preferred stock 1,140,697 -
Common stock, 100,000,000 shares authorized,
$.00l par value, 21,035,484 shares issued and
outstanding 21,036 105,000
<PAGE>
Additional paid-in capital 10,740,029 -
Other Preferred stock - 600,000
Accumulated deficit (6,968,418) (14,621)
Deferred compensation (339,733) -
Treasury stock, at cost (1,991,000) -
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 2,602,611 690,379
--------- ---------
$ 4,937,581 $ 1,099,404
========= =========
<PAGE>
E-NET FINANCIAL.COM CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended
July 31,
----------------------------
2000 1999
REVENUES
Loan origination fees $ 2,269,590 $ 1,120,105
Other revenues 96,372 -
----------- -----------
TOTAL REVENUES 2,365,962 1,120,105
COST OF REVENUES 1,701,606 738,345
----------- ------------
GROSS PROFIT 664,356 381,760
OPERATING EXPENSES
General and administrative 1,646,763 397,823
Goodwill amortization 144,186 -
----------- -----------
TOTAL OPERATING EXPENSES 1,790,949 397,823
----------- ------------
INCOME (LOSS) FROM OPERATIONS (1,126,593) (16,063)
OTHER INCOME (EXPENSE)
Interest expense (47,342) (4,332)
Other income (expense) 73,755 (3,443)
----------- -----------
TOTAL OTHER INCOME (EXPENSE) 26,413 (7,775)
INCOME (LOSS) BEFORE INCOME TAXES (1,100,180) (23,838)
Income Taxes
----------- -----------
NET INCOME (LOSS) $(1,100,180) $ (23,838)
=========== ===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.05) $ (0.01)
=========== ===========
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 20,668,454 2,417,808
=========== ===========
<PAGE>
E-NET FINANCIAL.COM CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended
July 31,
-----------------------
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,100,180) $ (23,838)
Adjustments to reconcile net loss to net cash
(used) provided by operating activities:
Depreciation and amortization 154,205 1,000
Stock issued for services rendered 228,620 -
(Increase) decrease in accounts receivable (81,735) 56,794
(Decrease) in other current assets 802 10,147
(Decrease) increase in accounts payable (103,457) 62,871
(Increase) (Decrease) in accrued expenses 582,036 (168,240)
(Decrease) in other current liabilities (408,907) -
Increase in other liabilities 11,422 186,800
--------- ---------
Net cash used by operating activities (717,194) 125,534
--------- ---------
Cash flows from investing activities:
Purchases of equipment (11,227) (6,506)
Investments in negotiable stock - (600,000)
Payment (Issuance) on notes receivable 41,163 (60,000)
Other assets (59,489) (1,500)
--------- ---------
Net cash used by investing activities (29,553) (668,006)
--------- ---------
Cash flows from financing activities:
Payments on notes payable to related parties (1,386,536) -
Proceeds from issuance of common stock 2,000,000 -
Proceeds from issuance of preferred stock - 600,000
--------- ---------
Net cash provided by financing activities 613,464 600,000
--------- ---------
Net (decrease) increase in cash (133,283) 57,528
Cash, beginning of period 285,583 49,984
--------- ---------
Cash, end of period $ 152,300 $ 107,512
========= =========
<PAGE>
NOTES TO INTERIM FINANCIAL STATEMENTS
Note 1: On April 12, 2000, the Company acquired American Residential
Funding, Inc. ("AMRES") from EMB Corporation (EMB") for 7,500,000
shares of common stock, representing approximately 40% of the
outstanding voting stock of the Company and a $4,000,000 note
payable. AMRES is a Nevada corporation organized on March 13,
1998, for the purpose of originating and selling HUD-insured
mortgages and conventional loans. The Company, prior to a series
of acquisitions in February and March 2000, was considered a
blank-check company with limited operating history, and,
accordingly, AMRES is considered the acquiror for financial
reporting purposes. As such, the acquisition has been accounted
for as a recapitalization of AMRES; therefore, the accompanying
consolidated financial statements reflect the historical assets
and liabilities and the related historical operations of AMRES,
in a manner similar to a pooling of interests, for all periods
presented.
Note 2: On May 2, 2000, the Company sold 666,667 shares of common stock
for $1,699,973, net of fees and commissions of $300,027 in a
private placement. As additional consideration, the Company
issued warrants to purchase 333,334 shares of the Company's
common stock at an exercise price of $3.00 per share.
Note 3: Common stock issued during the three months ended July 31, 2000
is summarized as follows:
Shares issued as of April 30, 2000 20,053,937
Shares issued for:
Private placement (Note 2 above) 666,667
Consulting Services 251,250
Employee long-term incentives 60,000
Employee deferred salaries 3,630
-----------
Shares issued as of July 31, 2000 21,035,484
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Except for historical information, the materials contained in this Management's
Discussion and Analysis are forward-looking (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934) and involve a number of risks and uncertainties. These include the
<PAGE>
Company's historical losses, the need to manage its growth, general economic
downturns, intense competition in the financial services and mortgage banking
industries, seasonality of quarterly results, and other risks detailed from time
to time in the Company's filings with the Securities and Exchange Commission.
Although forward-looking statements in this Quarterly Report reflect the good
faith judgment of management, such statements can only be based on facts and
factors currently known by the Company. Consequently, forward-looking statements
are inherently subject to risks and uncertainties. Actual results and outcomes
may differ materially from the results and outcomes discussed in the
forward-looking statements. Readers are urged to review carefully and consider
the various disclosures made by the Company in this Quarterly Report, as an
attempt to advise interested parties of the risks and factors that may affect
the Company's business, financial condition, and results of operations and
prospects.
PLAN OF OPERATIONS
The Company's business plan provides for the Company to develop and deliver
through the Internet and through other means, mortgage loan brokerage services
and other financial services (primarily related to real estate). The plan calls
for the Company to be a leading source of technology driven financial service
companies and to grow rapidly through strategic acquisitions, joint venture
arrangements, and internal expansion of existing businesses.
RESULTS OF OPERATIONS
Continuing Operations for the Three Months Ended July 31, 2000 Compared to the
Three Months Ended July 31, 1999.
Revenues from Titus Real Estate LLC, ExpiDoc.Com, Inc., and LoanNet Mortgage,
Inc. amounted to less than 5% of total revenues for the three months ended July
31, 2000. Significant fluctuations in revenue and cost of revenue are a direct
result of the growth and operations of AMRES, while fluctuations in selling,
general, and administrative expenses are primarily attributable to the
activities of AMRES and the Company, in general.
REVENUES
Revenues increased by $1.24 million or 111% to $2.37 million for the three
months ended July 31, 2000, from $1.12 million for the three months ended July
31, 1999, primarily due to the development and growth of the "net branch"
program of AMRES. From its inception to July 31, 2000, the net branch program
has steadily grown to its current count of 83 net branches.
AMRES' four branch offices have also continued to expand their volume of loans
closed each month. The average number of loans closed monthly has increased from
approximately 55 per month in 1999 to approximately 80 per month so far in 2000.
<PAGE>
The growth in revenues can be attributed to several factors, most notably the
development of the AMRES interactive website and the inclusion of additional
states in which AMRES is licensed to conduct business. AMRES has steadily
increased the number of states in which it is licensed to conduct business (23
states, as of July 31, 2000, in comparison with one state, as of the start of
the 1999 fiscal year).
COST OF REVENUE AND GROSS PROFIT
The cost of revenue increased by $.96 million or 130% to $1.70 million during
the three months ended July 31, 2000, from $.74 million during the three months
ended June 31, 1999. The dollar increase in the cost of revenue is primarily
attributable to the increase in revenues earned as discussed above. The cost of
revenue as a percentage of revenue increased by nearly 6% to approximately 72%
during the three months ended July 31, 2000, in comparison to the same period
last year. This increase in costs, or reduction in gross profit percentage from
34% to approximately 26%, is directly attributable to the increased volume of
transactions closed with the advent of the net branch program. AMRES earns an
average net commission, based on loan value, of approximately 0.6% for loans
funded by its company-owned branches. Under the net branch arrangement, AMRES
earns a lower percentage commission on the loan value, typically 0.38%.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
Selling, general and administrative expenses totaled $1.79 million and $.39
million for the three months ended July 31, 2000, and July 31, 1999,
respectively. As a percentage of revenue, selling, general and administrative
expenses increased by 40% to 76% for the three months ended July 31, 2000 from
36% for the three months ended July 31, 1999. Selling, general and
administrative expenses increased most notably at the corporate level related to
professional service costs, e.g., such things as the filing of a registration
statement and the completion of the private placement in May. This increase is
also a result of our business growth of operating subsidiaries, as additional
headcount, office space and other administrative costs are required to handle
the expansion.
LIQUIDITY AND CAPITAL RESOURCES
On May 2, 2000, we completed a private placement raising a total of $2.0
million, less costs of $300,000. These funds were used to finance our current
operations and reduce our indebtedness to EMB to approximately $1.1 million as
of July 31, 2000.
We require financing to meet cash requirements to service our obligations and
fund future operating cash flow deficiencies. These factors raise substantial
doubt about our ability to continue as a going concern and no adjustments have
been made to these consolidated financial statements as a result of these
uncertainties.
The accompanying consolidated financial statements have been prepared assuming
we will continue as a going concern. Our cash requirements depend on several
factors, including, but not limited to, the following:
<PAGE>
o The pace at which all subsidiaries continue to grow, become self
supporting, and begin to generate positive cash flow;
o The cash portion of future acquisition transactions, if any;
and
o The ability to obtain additional market share for our services.
If capital requirements vary materially from those currently planned, we may
require additional financing sooner than anticipated. We have no commitments for
any additional financing, and there can be no assurance that any such commitment
can be obtained on favorable terms, if at all. No adjustments have been made to
the carrying value of assets or liabilities as a result of the uncertainty about
obtaining cash required to pay obligations as they become due.
Any additional equity financing may be dilutive to our stockholders, and debt
financing, if available, may involve restrictive covenants with respect to
dividends, raising capital and other financial and operational matters, which
could restrict our operations or finances. If we are unable to obtain additional
financing as needed, we may be required to reduce the scope of our operations or
our anticipated expansion, which could have a material adverse effect on our
financial condition, results of operations, and cash flows.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not engaged in any legal proceedings except litigation
in the ordinary course of business.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
<PAGE>
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.
* Exhibits filed herewith. Other exhibits, if any, are incorporated by
reference to previous filings.
Exhibit 27* Financial Data Schedule
(b) Reports on Form 8-K.
1. The Company filed a report on Form 8-K/A on May 1, 2000 including
the financial statements for the acquisition of LoanNet Mortgage, Inc.
2. The Company filed a report on Form 8-K/A on June 26, 2000 including
the financial statements for the acquisition of American Residential
Funding, Inc. from EMB Corporation.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
E-Net Financial.Com Corporation.
Dated: September 14, 2000 by: /s/ VINCENT RINEHART
----------------------------------------
Vincent Rinehart, Director, President
and Chief Executive Officer
Dated: September 14, 2000 by: /s/ KEVIN GADAWSKI
----------------------------------------
Kevin Gadawski, Principal Accounting
and Chief Financial Officer
