U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 0-20259
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0845463
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
4634 South Maryland Parkway, Suite 101, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (702) 968-0008
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes No X .
As of March 31, 2002, the Registrant had 343,486,029 shares of
common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2002 AND JUNE 30, 2001 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
MARCH 31, 2002 AND MARCH 31, 2001 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
MARCH 31, 2002 AND MARCH 31, 2001 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 26
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 27
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 27
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 27
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 27
ITEM 5. OTHER INFORMATION 27
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 27
SIGNATURE 28
PART I.
ITEM 1. FINANCAL STATEMENTS.
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31 June 30
2002 2001
ASSETS
Cash and cash equivalents $ 188,587 $ 258,019
Accounts receivable, net 185,653 200,968
Inventories 258,340 166,307
Mortgage notes held for sale 663,421 6,929,724
Prepaid expenses and other 34,686 106,092
Total current assets 1,330,687 7,661,110
Property and equipment, net 2,249,535 1,869,781
Intangible assets, net 2,045,296 2,543,697
Total Other Assets 4,294,831 4,413,478
Total Assets $5,625,518 $12,074,588
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 703,278 $ 559,292
Accrued liabilities 103,060 40,963
Revolving line of credit 0 6,230,678
Current portion of long-term debt 29,008 14,048
Deferred revenues 33,722 56,966
Total current liabilities 869,068 6,901,947
Long-term debt 453,520 1,168,453
Total Liabilities 1,322,588 8,070,400
Stockholders' equity:
Preferred stock, par value $100.00 per share;
1,000,000 0 0
shares authorized; 0 issued and outstanding
respectively as of March 31,2002 and June 30, 2001
Common stock, par value $0.001 per share;
349,000,000 2,827,360 2,672,360
shares authorized; 343,486,029, of which
60,750,000 held in escrow and 221,115,113 shares
issued and outstanding respectively as of
March 31,2002 and June 30, 2001
Additional paid-in capital 3,669,490 3,669,490
Accumulated deficit (2,193,920) (2,337,662)
Total stockholders' equity 4,302,930 4,004,188
Total liabilities and stockholders' equity 5,625,518 12,074,588
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
2002 2001 2002 2001
Revenues $ 880,950 $ 2,364,213 $ 5,403,676 $ 4,663,943
Cost and expenses:
Cost of revenues 26,436 28,242 37,648 61,372
Selling, general and admin. 1,026,913 1,583,957 4,625,778 5,006,969
Depreciation and amortization 492,913 53,403 1,317,353 342,725
Total costs and expenses 1,546,262 1,665,602 5,980,779 5,411,066
(Loss) income from operations (665,312) 698,611 (577,103) (747,123)
Other income (expense):
Gain on sale of equity investments 0 0 0 410,529
Interest income 0 187,508 13,065 466,668
Other expenses 0 (4,370) (6,651) (10,417)
Total other income, net 191,878 6,414 887,614
Income (loss) before minority interest (665,312) 890,489 (570,689) 140,491
Minority interest in loss of sub 0 0 (29,828)
Net (loss) income (665,312) 890,489 (570,689) 110,663
Net loss (income) per common share Nil Nil Nil Nil
Weighted average number of common
shares outstanding 282,736,029 234,271,919 282,736,029 234,271,919
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
March 31 March 31
2002 2001
Cash Flows From Operating Activities:
Net (loss) income $ (570,689) $ 110,663
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization 502,625 342,725
Reserve for loss on notes receivable 0 0
Reserve for loss on mortgage loans receivable 0 0
Gain on sale of equity investment 0 (410,529)
Minority interest 0 (29,828)
Changes in operating assets and liabilities:
Accounts receivable (185,653) 151,648
Inventories (258,340) 129,300
Mortgage loans receivable net (663,421) 730,764
Prepaid expenses and other 34,686 382,794
Accounts payable 703,278 292,310
Accrued liabilities 103,060 665,976
Deferred revenues (33,722) (294,481)
Other current liabilities 0 0
Net cash (used in) provided by operating activities (368,176) 2,071,342
Cash Flows From Investing Activities:
Purchases of property and equipment (92,110) (828,600)
Investment in intangible assets 0 (1,190,632)
Proceeds from sale of investment in company 0 559,812
Investments notes or stocks 0 (894,707)
Net cash used in investing activities (92,110) (2,354,127)
Cash Flows From Financing Activities:
Net repayments under revolving line of credits 504,477 (1,458,110)
Net repayment of long-term debt (130,000) 450,884
Collection of notes receivable 0 293,936
Issuance of common stock 0 0
Net cash (used in) provided by financing activities 374,477 (713,290)
Net decrease in cash (85,809) (996,075)
Cash, beginning of period 274,396 1,661,963
Cash, end of period 188,587 665,888
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Description of Business and Change in Control
Prior to December 31, 1997, Internet Business's International, Inc.
(the "Company or IBUI") was in the food product manufacturing business
formerly known as, International Food and Beverage, Inc. In November
1998, new stockholders bought majority control from the previous Chief
Executive Officer through a private transaction. Immediately
thereafter, the former CEO resigned and the new stockholders assumed
the executive management positions. In December 31, 1998, after new
management was in place, a decision was made to change the Company's
principal line of business from a manufacturing business to a high
technology company. In connection with the change in business, the
Company changed its name from International Food & Beverage, Inc. to
Internet Business's International, Inc., and reincorporated the
Company on December 8, 1998 in the state of Nevada. The Company, after
January 1, 1999 began plans to offer Internet based e-commerce
services. In April of 1999, the Company announce its first e-commerce
site and was engaged in the development, operation and marketing of a
number of commercial activities. The Company currently owns and
operates four reporting segments made up of subsidiaries and or
divisions. The four divisions are as follows: Lending on Line (which
includes real estate loans and equipment leasing), Internet Service
Provider (which includes a national Internet access dial-up service,
wireless high speed Internet access in Las Vegas, Nevada and Woodland,
California, and Internet web design and hosting), E-commerce (which
includes auction sites, B2C and B2B Internet transaction, and reverse
auction sites for Europe and the United States), Direct Marketing
(which includes the direct marketing of long distance phone services,
computers with Internet access, wireless high speed Internet access
and bandwidth), and Internet web design hosting). The Company has 6
offices in the US and 1 in Europe and more than 40 employees.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Significant intercompany
balances and transactions are eliminated in consolidation. Affiliated
companies in which the Company does not have a controlling interest
are accounted for using the equity method.
The Company's consolidated financial statement include Global GPP
Corp., an 80% owned which operated March 2000 to March 2001, when it
ceased operations. The financial information of Global was included in
the E Commerce section of the Company's financial statements, along
with the Company's other E Commerce activities.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Significant
estimates include allowances, doubtful accounts, notes receivable, and
for mortgage loans receivable. Actual results could differ from those
estimates.
Change in Revenue Recognition
Prior to July 1, 2001 the revenue for the Mortgage Division was booked
as follows: the mortgage loan amount funded by the Company was booked as
revenue on the date of funding. After that date, the net proceeds received from
the sale of the mortgage loans were booked as revenue upon receipt of those
funds by the Company. This has a significant impact on the revenue for the
Company, but does not impact the net income (loss) for the Company.
This financial statement has revised figures for June 30, 2001 and
March 31, 2001, which incorporates the changes of revenue recognition
for the Mortgage Division.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year classification.
Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with
an original maturity date of three months or less to be cash equivalents.
Mortgage Loans Held for Sale
Loans held for sale include originated mortgage loans intended for
sale in the secondary market. Loans held for sale are recorded at the
lower of aggregate cost or fair value.
Interest Accrual
Accrued interest ceases upon sale of the Mortgage Loan.
Allowance for Loan Losses
The allowance for loan losses represents management's estimate.
SFAS 134 requires mortgage banking enterprises to classify securities
as held-to-maturity, trading, or available-for-sale, depending on the
entity's intent and ability to hold the securities. If the mortgage
banking enterprise commits to sell a mortgage-backed security before
or during the securitization process, the entity must classify the
security as trading.
Property and Equipment
Property and equipment is stated at cost and depreciated using the
straight-line method over the estimated useful life of the assets,
which is generally three to five years for computers and computer
related equipment and five to seven years for other non-computer
furniture and equipment. Leasehold improvements are amortized using
the straight-line method over the shorter of their estimated useful
lives or the term of the lease, ranging from one to ten years.
Intangible Assets
Intangible assets consist primarily of acquired customer bases, long-
term marketing agreements, goodwill, and other items. Customer bases
acquired directly are valued at cost, which approximates fair value at
the time of purchase. When material intangible assets, such as
customer bases and goodwill are acquired in conjunction with the
purchase of a company, IBUI undertakes a study by an independent third
party to determine the allocation of the total purchase price to the
various assets acquired and the liabilities assumed. The costs
assigned to intangible assets are being amortized on a straight-line
basis over the estimated useful lives of the assets, which is 36
months for substantially all remaining intangible assets as of June
30, 2001. Goodwill and other intangible assets are periodically
reviewed for impairment to ensure they are appropriately valued.
Conditions that may indicate an impairment issue exists include an
economic downturn, changes in the churn rate of subscribers or a
change in the assessment of future operation. In the event that a
condition is identified that may indicate an impairment issues exists,
an assessment is performed using a variety of methodologies, including
cash flow analysis, estimates of sales proceeds and independent appraisals.
Additional Paid In Capital
As of the end of March 2000, the Company issued an additional
7,000,000 shares of common stock in a private placement to a qualified
investor that provided to the Company $3,382,560.
From March 2000 through the end of this quarter ending March 31, 2002
there was no additional paid in capital.
Revenue Recognition
IBUI recognizes revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the sales price is fixed or
determinable and collectibles is probable.
For ISP services, these criteria are met monthly as our service is
provided on a month-to-month basis and collection for the service is
generally made within 30 days of the service being provided.
Narrowband access revenues consist of monthly fees charged to
customers for dial-up Internet access. Narrowband access revenues
also include monthly service fees; any associated equipment revenues
for the Internet appliance and wireless access services provided as
part of the company's marketing initiative and equipment fees.
Broadband access revenues consist of fees charged for high-speed,
high-capacity access services including DSL, fixed wireless, and
dedicated circuit services, installation, termination fees and fees
for equipment. Web hosting revenues consist of fees earned by leasing
server space and providing web services to companies and individuals
wishing to present a web or e-commerce presence. Advertising, content
and electronic commerce revenues are recorded as earned.
For lending on line, revenue principally represents closed-loan fees
paid by Lenders that closed loans for consumers that originated
through our Websites, for example, net2loan.net. Closed-loan fees are
recognized at the time the lender reports the closed loan to us.
Additional revenue is derived from on line leasing, and is recognized
as the services are performed.
Revenue from direct marketing - Fees are earned from products and or
services sold are only recognized as revenue upon receipt of those funds.
Advertising Expense
All advertising costs are expensed when incurred.
Concentration of Credit Risk
The Company is subject to credit risk through trade receivables.
Monthly Internet access fees and web hosting are generally billed to
the customer's credit card, thus reducing the credit risk. The
Company routinely assesses the financial strength of significant
customers and this assessment, combined with the large number and
geographic diversity of its customers, limits the Company's
concentration of risk with respect to trade accounts receivable.
Income Taxes
The Company accounts for income taxes under the asset and liability
approach where deferred income tax assets and liabilities reflect the
future tax consequences, based on enacted tax laws, of the temporary
differences between financial and tax reporting at the balance sheet date.
Earnings per Share
Basic earnings per share are computed by dividing net income (loss) by
the weighted average of common shares outstanding for the period.
Diluted earnings per share are computed by adjusting the weighted
average number of shares outstanding during the period for all
potentially dilutive shares outstanding during the period.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS
133, Accounting for Derivative Investments and Hedging Activities.
SFAS 133 establishes a new model for accounting for derivatives and
hedging activities and supersedes several existing standards. SFAS
133, as amended by SFAS 137 and SFAS 138, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Company
does not expect that the adoption of SFAS 133 will have a material
impact on its financial statements.
3. Business Combinations
The Company's business combinations have been accounted for using the
purchase method, and, accordingly, the total purchase price of each
acquired company was allocated to the tangible assets and liabilities
and identifiable intangible assets based on their estimated fair
values as of the closing date of the acquisition. The excess purchase
price over the fair values is recorded as goodwill. Results of
operations for the acquired companies are included prospectively from
the date of acquisition.
In February 2002 the Company announced that it plans to spin-off the
Global Construction Buying Group to its shareholders by the end of 2002.
In January 2002 the Company decided to sell its E Commerce division
and its Mortgage Banking subsidiary, and as of May 2002, has not
finalized these sales.
In September 2001 the Company started Guarantee Capital Group.
("Guarantee") which acquired the computer, furniture and processing
equipment from the new owner of Atlas Capital Corporation for $30,000.
In November 2001 Guarantee had exceeded the capacity of its mortgage
banking line. This prevented Guarantee from funding the balance of its
processed loans and in December 2001, 20 its 24 employees were laid
off. Guarantee has a new credit facility and is in the process of
rebuilding its staff, which should take place before the end of June 2002.
In September 2001 the Company started a new marketing subsidiary, 1st2
Market Incorporated and ceased operating its predecessor Allstates
Communications Inc. The new subsidiary will only market the Company's
products whereas Allstates marketed cell phones for cellular phone companies.
In March 2001 IBUI ceased to operate Global GPP Corporation and closed
its corresponding operation in Europe. The Company started a new
corporation, which is a wholly owned subsidiary, Global Construction
Buying Group, whose main asset is the equipment acquired from Global
GPP Corporation.
In October 2000 IBUI signed an acquisition agreement with Auction-
Sales.Com. The Company invested $180,000 in the Auction-Sales.Com and
in December 2000 rescinded the acquisition due to undisclosed debts.
The Company is currently suing for the return of the funds and
believes that if it prevails the debt could be collected.
In October 2000 IBUI acquired the auction web site operations of Sonic
Auction Company for a purchase price of approximately $5,000. With
this acquisition, the Company acquired a database and a functioning
web auction site. The Company issued 500,000 shares of restricted
common stock, to acquire Sonic Auction Company. This site ceased
operation in March of 2001.
During the quarter ended September 2000, the Company issued 4,113,871
shares of restricted common stock for services valued at $41,139.
In April 2000 IBUI acquired all the outstanding stock of Atlas Capital
Corporation, a mortgage-banking company, for 600,000 shares of
restricted common stock valued at $6,000. In connection with the
acquisition, the Company acquired assets of approximately $3,183,000
and assumed liabilities of approximately $3,179,000. The difference
of was recorded as intangible assets related to acquisition of trade
names, websites, workforce-in-place and is being amortized over 5
years. In August 2001 the Company sold Atlas Capital Corporation with
its assets and liabilities.
In March 2000 the Company acquired the assets and assumed certain
liabilities of Internet 2xtreme, an Internet Service Provider based in
northern California. The total purchase price was $735,000, which
consisted of cash of $17,635 and 124,589 shares of restricted common
stock valued at $186,888. In connection with the acquisition, the
Company recorded intangible assets of approximately $666,000, which
consisted of approximately 4,800 customer accounts, website and
workforce-in-place, which are being amortized over 5 years.
In March 2000 the Company acquired 80% of the outstanding shares of
Global GPP Corporation for $500,000. Global GPP owns a business-to-
business website, equipment and its strategic agreements with IBM
Hungary to market business-to-business services in Eastern Europe.
In February 2000 the Company acquired the assets and assumed certain
liabilities of Direct Communications, Inc., a wireless communications
company. In addition to assuming certain liabilities, the Company
paid cash of $80,000 and issued 30,000 shares of restricted common
stock valued at $300. Intangible assets purchased totaled $265,000,
consisting of customer lists, website and workforce-in-place and is
being amortized over 5 years. These assets and liabilities were
transferred to the newly formed and wholly owned subsidiary of the
Company, Allstates Communications Inc.
In December 1999 the Company entered into a service agreement to
market its services on the Internet for 6,000,000 shares of common
stock valued at $60,000.
In November 1999 the Company acquired an E Commerce website Optical
Brigade, an on-line sunglass distribution website, for 5,050,000
shares of restricted common stock valued at $50,500.
In August 1999 the Company acquired the website Net 2 Loan, an on-line
loan processing website for 400,000 shares of restricted common stock
valued at $4,000.
In July 1999 the Company acquired MBM Capital Group for $72,000 and
112,667 shares of restricted common stock valued at $1,127. MBM was
sold during the fiscal year of acquisition for a $150,000 note. After
the sale MBM ceased operations and the Company considers the note
valueless.
In June 1999, the Company acquired the assets of L.A. Internet, a
southern California-based Internet Service Provider, which included
customer accounts, trade name, websites, etc. for $545,000 in exchange
for a reduction of the Note Receivable from Iron Horse Holdings, Inc.
(see Preferred Stock, Note 8).
4. Certain Financial Statement Information
March 31 June 31
2002 2001
Accounts receivable:
Accounts receivable $ 378,026 $ 396,977
Less: allowance for doubtful accounts (192,373) (196,009)
Accounts receivable, net $ 185,653 $ 200,968
Mortgage loans held for sale:
Mortgage loans held for sale $ 750,000 $ 7,049,096
Less: allowance for loan losses (86,579) (119,372)
Mortgage loans held for sale, net $ 663,421 $ 6,929,724
Property and equipment:
Office furniture and equipment $ 59,901 $ 47,155
Machinery and computer equipment 3,154,874 2,239,781
Leasehold improvements 0 1,726
Less: accumulated depreciation (965,240) (418,881)
Property and equipment, net $ 2,249,535 $ 1,869,781
Intangible assets:
Capitalized software costs, including websites $ 1,279,763 $ 1,270,156
Subscriber member bases 1,302,118 1,302,118
Others, including customer lists, existing
technology, trade names 423,386 423,386
Less: accumulated amortization (959,971) (451,963)
Intangible assets, net $ 2,045,296 $ 2,543,697
5. Revolving Lines of Credit
The Company had a master mortgage loan warehousing agreement (credit
facility) with a lender that provided a maximum of $5,000,000 under
specified conditions to fund residential mortgages to customers. The
residential loans serve as collateral, and funds are advanced up to
98% of the unpaid principal amount of the qualified mortgage loan
granted to the customer. The credit facility bears interest at the
Prime Rate (9.5% at June 30, 2000) plus 1.0% for loans outstanding for
60 days or less. The interest rate increases to Prime Rate plus 4.0%
for loans outstanding between 60 and 120 days, and increases to Prime
Rate plus 6.0% for amounts outstanding over 120 days. At June 30,
2001 and 2000, amounts outstanding under the credit facility were $0
and $2,579,346, respectively. Subsequent to June 30, 2000, the credit
facility was amended to reduce the maximum available facility to
$3,500,000, and the Company did not renew the line when it came up for
renewal during the fiscal year ending June 30, 2001.
On February 1, 2000, the Company entered into a Master Repurchase
Agreement that provides the Company with a warehouse facility through
IMPAC Warehouse Lending Group ("IMPAC"). The IMPAC line provides the
Company with an open warehouse credit line (as set forth by IMPAC) for
the Company's mortgage originations only. Under the terms of the
agreement, the Company must repay the funded amount within 30 days of
the date the funds were disbursed with interest at the Prime Rate plus
1.0%. If the funds are not repaid within 30 days, the interest rate
increases to Prime Rate plus 3.0% until repaid, and IMPAC reserves the
right to sell the loan and any shortfall remains the liability of the
Company. The IMPAC line is secured by the mortgage loans funded with
the proceeds of such borrowings. The IMPAC line does not have a
stated expiration date but is terminable by either party upon written
notice. Amounts outstanding under the IMPAC line at June 30, 2001 and
2000 were $6,183,228 and $254,217, respectively.
On March of 2001, the Company entered into a Master Repurchase
Agreement that provides the Company with a warehouse facility through
Imperial Warehouse Lending Group ("Imperial"). The Imperial line
provides the Company with an open warehouse credit line (as set forth
by Imperial) for the Company's mortgage originations only. Under the
terms of the agreement, the Company must repay the funded amount
within 30 days of the date the funds were disbursed with interest at
the Prime Rate plus 1.0%. If the funds are not repaid within 30 days,
the interest rate increases to Prime Rate plus 3.0% until repaid, and
Imperial reserves the right to sell the loan and any shortfall remains
the liability of the Company. The Imperial line is secured by the
mortgage loans funded with the proceeds of such borrowings. The
Imperial line does not have a stated expiration date but is terminable
by either party upon written notice. Amounts outstanding under the
IMPAC line at June 30, 2001 and 2000 were $ 865,468 and $ 0,
respectively.
In addition, the Company has a bank line of credit that provides for
maximum borrowings up to $125,000. The line of credit is personally
secured by certain officers of the Company, and currently bears
interest at 11.5% at June 30, 2000 and is due on August 31, 2000. The
outstanding balance against the line of credit as of June 30, 2001 and
2000 were $ 0 and $125,000, respectively. The Company paid off the
line of credit during the fiscal year ending June 30, 2001, because it
was no longer required.
All credit facilities and bank line of credit require the Company to
maintain certain financial ratios and adhere to specific non-financial
requirements. At June 30, 2001, the company was in compliance with
the various covenants contained in the above agreements.
In December 2001, the Company entered into a Master Repurchase
Agreement that provides the Company with a warehouse facility through
PCFS Financial Services (PCFS). The PCFS line provides the Company
with an open warehouse credit line (as set forth by PCFS) for the
Company's mortgage originations only. Under the terms of the
agreement, the Company must repay the funded amount within 30 days of
the date the funds were disbursed with interest at the Prime Rate plus
1.0%. If the funds are not repaid within 30 days, the interest rate
increases to Prime Rate plus 3.0% until repaid, and PCFS reserves the
right to sell the loan and any shortfall remains the liability of the
Company. The PCFS line is secured by the mortgage loans funded with
the proceeds of such borrowings. The PCFS line does not have a stated
expiration date but is terminable by either party upon written notice.
Amounts outstanding under the IMPAC line at June 30, 2001 were
$7,049,096. The amounts outstanding for the IMPAC and the PCFS lines
at March 31, 2001 and 2002 were $6,024,895 and 0 respectively.
The effective interest rate for the credit lines listed above were as
follows per quarter, the interest charge is deducted from the sale
proceeds of the funded loans and is booked as a cost of revenue;
Quarter Prime Rate Impac Imperial/PCFS Number of Loans
Held over 30 Days
Mar. 31, 2002 4.75% 5.75% 5.75% 0
Dec. 31, 2001 4.75% 5.75% 5.75% 0
Sept. 30, 2001 6.00% 7.00% 7.00% 0
June 30, 2001 6.75% 7.75% 7.75% 0
* Imperial line not in use after September 2001. PCFS line not in use
prior to December 2001.
6. Long-Term Debt
Long-term debt at June 30, 2001 consists of the following:
Current Long-term Total
Portion
Note payable to secured by certain Company
assets, requiring monthly payments of $6,494,
including interest at 12.25%, due May 5, 2007 $ 40,506 $ 283,014 $323,520
During the fiscal year certain real estate loans defaulted. The
Company's subsidiary is making payment to the lender that purchased
the defaulted loans. These payments are made at the note rate for each
loan. The Company has filed claims with the Company's E&O Insurance
carriers and until the claims are either denied or paid the company
lists these debts as long-term debt. These notes total $844,933.
Effective September 1, 2001 the Company sold the subsidiary Atlas
Capital and these liabilities are included in the sale.
7. Extraordinary Item
The California Code of Civil Procedure Section 337 states; "Within 4
years (four), an action [must be brought] upon any contract,
obligation or liability founded upon a written statement or written
contract." The debts of the Company's predecessor (see Note 1)
identified were greater then 4 years old and not enforceable. Legal
counsel Edgar Scheck reviewed the debts and issued an opinion letter
that the prior company's debts were not collectible based upon this
Code Section 337. The Company then extinguished these debts and
recognized the amount of the debt as extraordinary income. SFAS 125
lists two circumstances under which a liability is not recognized
(which are listed below). The second circumstance states the GAAP
basis for which the Company extinguished the debt and recognized the
debt amount as extraordinary income in the fiscal year ended June 30, 1999.
Per SFAS 125, defeasance does not result in the extinguishments of a
liability. A liability is derecognized only if:
1. The creditor is paid and the debtor is relieved of the obligation.
2. The debtor is released legally either by the creditor or
judicially from being the primary obligor.
All gains and losses from extinguishments, if material in amount,
receive extraordinary item treatment.
8. Stockholders' Equity
Reverse Stock Split
In April of 2002 the Board and a majority of the Stock Holders
authorized a 1 for 10 reverse stock split. This will be effective May
24, 2002.
Authorized Shares
During November 2000, the board of directors of the Company amended
the articles of incorporation to increase the number of authorized
shares of common stock to 349,000,000 shares.
Stock Issuance
Through the end of the quarter ended March 31, 2002, 60,750,000 shares
were issued in conjunction with the acquisition of Scanz, as announced
by the Company March 25, 2002, and are being held in escrow. Following
this issuance a total of 343,486,029 common shares are issued and
outstanding of which 155,332,086 are restricted.
Stock Issuance for services;
Through the end of the quarter ended March 31, 2002, 15,500,000 shares
were issued pursuant to employment agreement.
During the fiscal year ended June 30, 2001 IBUI did not issue stock
for services.
During the fiscal year ended June 30, 2000 IBUI agreed to issue
approximately 30.4 million shares of restricted common stock for
development and advertising services over a period of twelve months.
Under the agreement, the shares were issued as certain milestones were
met, and the fair value of the shares was recorded as prepaid
advertising expense and amortized ratably over the term of the contract.
During the fiscal year ended June 30, 1999 IBUI issued approximately
11.2 million shares of restricted common stock to a consultant in lieu
of cash for services provided pursuant to a consulting agreement. The
fair value of the shares was recorded as prepaid professional services
and amortized ratably over the term of the contract.
The company complies with the provisions of Emerging Issues Task Force
("EITF") Issue No. 96-18, Accounting for Equity Instruments Issued to
Other Than Employees for Acquiring, or in Conjunction with, Selling
Goods or Services ("EITF 96-18"), with respect to stock issuances to
such non-employees, whereby the value of the services was determined
as a reliable measurement of fair value.
Stock Issuance for acquisitions see Note 3. Business Combinations.
Preferred Stock
On December 15, 1998, the Company entered into an agreement with Iron
Horse Holdings, Inc. ("IHHI"), a privately held company in which
officers or family members of the officers of the Company have
minority stock ownership, for IHHI to purchase 23,900 shares of the
Company's preferred stock with a par value of $100 per share, in
exchange for a promissory note receivable from IHHI in the amount of
$2,500,000. The difference between the par value of the shares and
the purchase price is treated as additional paid-in-capital. Shares
purchased under the agreement are to be issued to IHHI or its
designee. The promissory note receivable bear interest at 9% per
annum, and is secured by a blanket security agreement executed by IHHI
and perfected by filings as specified by law. Until such note is paid
in full, IHHI shall pay the 3% coupon on such shares as are issued
under the agreement directly to the shareholder(s) of record at the
time such payment is due. During the fiscal year ending June 30, 2001,
the Company received payment in full on the note executed by IHHI and
IHHI converted the preferred into common stock. There are no preferred
shares issued and or outstanding as of June 30, 2001.
The Company acquired 100% of LA Internet, Inc. in June 1999 for
$525,000 from IHHI, which was credited towards the note that is owed
by IHHI to the Registrant.
During Fiscal June 30, 2000 the Company received the following
payments on the note executed by IHHI,
Date Balance Payment Interest Paid Form of payment
June 15, 1999 $240,000 Credit
June 15, 1999 $525,000 Credit - LA Internet
Total $765,000
June 30, 1999 $1,735,000
Sept. 30 1999 $1,464,754 $270,246 $39,037 Cash
Dec. 31, 2000 $1,194,508 $270,246 $32,957 Cash
March 31, 2000 $ 924,262 $270,246 $26,876 Cash
June 30, 2000 $ 654,009 $270,253 $20,796 Cash
Total $ 654,009 $1,080,991 $119,666
During Fiscal June 30, 2001 the Company received the following
payments on the note executed by IHHI,
Date Balance Payment Interest Paid Form of payment
June 30, 2000 $ 654,009
Sept. 30, 2000 $ 490,509 $163,500 $14,715 Cash
Dec. 31, 2000 $ 327,009 $163,500 $11,036 Cash
March 31, 2001 $ 163,509 $163,500 $ 7,357 Cash
June 30, 2001 $ 0 $163,509 $ 3,679 Cash
Total $ 0 $654,009 $36,787
9. Income Taxes
The provision for income taxes for the year ended June 30, 2001
consists of the following (there were no provisions for income taxes
on the financial statements due to the net loss carry forward from the
previous years operations):
March 31 June 30
2002 2001
Current income tax expense:
Federal $ 0 $ 269,759
State 0 0
0 269,795
Deferred income tax expense:
Federal $ 0 $ 0
State 0 0
0 0
$ 0 $ 0
Amounts for deferred income tax assets and liabilities as follows:
Assets $ 0 $ 269,795
Valuation allowance 0 (269,795)
0 0
Liabilities 0 0
Net tax asset or liability $ 0 $ 0
Deferred income tax assets consist primarily of net operating loss
carry forwards. The Company has provided for a full valuation
allowance on the deferred income tax assets as the realization of such
benefits are uncertain. Such carry forwards expire in 2004.
For the year ended June 30, 1999, the Company excluded the forgiveness
of debt income from taxable income pursuant to Internal Revenue Code
Section 108(A)(1)(B) and 108(B).
10. COMMITMENTS
The Company leases all of its offices, and the Company moved several
of its offices during the first quarter of the current fiscal year
ended. This has reduced the Company's monthly obligations for several
locations during the third quarter of the fiscal year. The future
minimum rental commitments at March 31, 2002 under these leases are as
follows:
Corporate Headquarters 4634 S. Maryland Pky, Suite 107, Las
Vegas, Nev. 89119
$2451 per month ending 6-02 total $ 7,353
West Coast Headquarters 3900 Birch Street, Suite 103, Newport
Beach Ca. 92660
$2100 per month ending 3-03 total $ 25,200
International Headquarters 3 Boicho Voivoda str., 1024 Sofia, Bulgaria
(monthly)
Guarantee Capital Group, a Corp. 18004 SkyPark Ci. Suite 170, Irvine, Ca. 92614
$4500 per month ending 9-03 total $ 27,000
LA Internet, Inc. 550 Carson Plaza Drive Suite 127,
Carson. Ca. 90746
$2250 per month ending 12-04 total $ 69,750
725 Main St. Suite 12, Woodland, Ca. 95695
$1270 per month ending 11-03 total $ 25,400
E Commerce 1077 Goodman Rd., Hornlake, Mississippi 38637
$1400 per month ending 9-04 total $ 42,000
Several of these locations house more then one subsidiary.
The commitment for the Company based upon the aforementioned leases
for the remaining quarters of this fiscal year is $41,913.
The Company also houses equipment at several co-location facilities.
11. Segment Information
In accordance with SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," management has determined that
there are four reportable segments based on the customers served by
each segment: Full service internet service provider (ISP), mortgage
banking business, business-to-business ("B2B") provider and business-
to-consumer ("B2C") provider. Such determination was based on the
level at which executive management reviews the results of operations
in order to make decisions regarding performance assessment and
resource allocation.
Full service Internet service provider serves customers requiring
Internet access in the western United States through dial-up and high-
speed wireless service, web hosting and web design. Mortgage banking
business includes online mortgage loan origination, processing,
servicing and resales. Business-to-business provider primarily
provides reverse auction services to foreign companies wishing to
purchase materials and supplies in the United States. Business-to-
consumer provider primarily consists of cellular phone service
origination fees and sales.
Certain general expenses related to advertising and marketing,
information systems, finance and administrative groups are not
allocated to the operating segments and are included in "other" in the
reconciliation of operating income reported below. The accounting
policies of the segments are the same as those described in the
summary of significant accounting policies (see Note 2). Information
on reportable segments is as follows:
March 31 March 31
Third Quarter 2002 2001
Full-service ISP
Net sales $ 2,974,701 $ 2,171,903
Operating income $ 463,316 $ 577,791
Mortgage loan originations held for resale
Net sales $ 1,816,391 $ 397,113
Operating income $ 85,209 $ (307,878)
E Commerce (B-to-b/c)
Net sales $ 156,077 $ 184,171
Operating income $ (71,809) $ (155,526)
Marketing (B-to-b/c)
Net sales $ 9,973 $ 485,545
Operating income $ (356,186) $ (572,415)
Other
Net income $ 446,534 $ 1,425,211
Unallocated expense $ (691,219) $ 568,691
Total
Net sales $ 5,403,676 $ 4,663,943
Operating income $ (570,689) $ 110,663
12. Other Events
a. PMCC
On August 2, 2000, the Company announced that it had entered into an
agreement whereby the Company would purchase 2,460,000 shares of
common stock of PMCC Financial Corp. ("PMCC"), a full-service mortgage
banking company, from PMCC's former chairman of the board, Ronald
Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity Trust,
which represents 66.36% of the 3,707,000 PMCC shares outstanding. The
aggregate purchase price of $3,198,000 was to be paid in cash to the
seller by the Company as follows: $700,000 at date of closing;
$306,857 for each of the seven installment payments to be paid on the
30th, 60th, 90th, 120th, 150th, 180th and 210th days following the close;
$175,000 on each of the 240th and 270th day after the date of the
closing. Shares of PMCC, a listed AMEX company, were not trading at
the time of the agreement. In the event that three months after
closing, if PMCC's shares were not actively trading on the AMEX or
NASDQ exchanges and the Company had not merged PMCC with the Company
or any of the Company's subsidiaries, the purchase price was to be
reduced by the amount of the final two $175,000 payments.
Also on July 28, 2000, in a separate transaction, the Company entered
into a stock purchase agreement with an unrelated individual whereby
the Company would sell up to 370,000 of PMCC shares that the Company
either owned or would eventually own, for total consideration of
$1,387,500. Shares of PMCC stock sold by the Company would be
released to the buyer in proportion to payments received.
As of December 31, 2000, the Company received payments under the July
28, 2000 agreement of $559,812 and the Company released 149,283 shares
of PMCC stock that it owned. The gain on the sale of the PMCC stock
of $410,529 has been included in revenues for the period ended
December 31,2000.
The Company on March 2, 2001 filed an action against Ronald Friedman
and The Ronald Friedman 1997 Grantor Retained Annuity Trust in Federal
Court, in Orange County, California for rescission of the purchase of
the PMCC stock agreement and return of $1,006,857 paid by the Company.
On August 16, 2001 Ronald Friedman, Robert Friedman, and The Ronald
Friedman 1997 Grantor Retained Annuity Trust filed an action against
the Company for the balance of the price under the contract in the
amount of $2,191,143. This action was filed in the U.S. District
Court for the Southern District of New York. In February 2002 the New
York case was transferred to California and consolidated with the case
filed by the Company in Orange County, CA. The Company feels that it
will prevail in these actions.
b. IBC
On August 11, 2000, the Company entered into an agreement to acquire
all of the outstanding shares of International Business Co., a
software developer that streamlines B2B e-commerce, in exchange for
2,000,000 shares of restricted Company shares to be held in escrow.
Between the periods from September 1, 2000 through March 1, 2001, the
Company was able to unilaterally cancel the contract if dissatisfied
with the seller's performance. The Company canceled the purchase
during the cancellation period agreed in the escrow.
c. Auction-Sales.Com, Inc.
On October 19, 2000, the Company entered into a Stock Purchase
Agreement with Auction-Sales.Com, Inc. and its majority shareholder,
Zahid Rafiq (collectively, "Seller"), for the purchase by the Company
of 96.62% of the outstanding and treasury shares of common stock of
Auction-Sales.Com, Inc., a Delaware corporation in exchange for shares
of common stock of the Company.
Auction-Sales.Com is an e-commerce pricing application service
provider. Auction-Sales.Com has developed a proprietary state of the
art hybrid auction platform that address the combined needs of the
B2C, B2B and C2C markets. This is accomplished by providing a single
integrated marketplace and portal technology that empowers all
parties, including manufacturers, distributors, resellers and
consumers. The Auction-Sales.Com platform provides supply chain
integration and economies of scale in connection with dynamic pricing
application targeting businesses and /or consumers.
This acquisition was rescinded in December 2000. and the necessary
documents were filed with the SEC. The site was retained until the
funds invested by the Company are returned which management has very
low expectations of occurring.
13. Other Agreements
a. Washington State Hotel and Motel Association.
An agreement, entered into in the ordinary course of business,
with the Washington State Hotel and Motel Association, dated October
4, 2000, provides for the use of the GGPP reverse auction site as a
platform for hotel association members purchasing products needed for
their different hotel properties. This method of purchasing allows
the suppliers of products the chance to sell products to the buyers in
competition with one another; the net effect is that the buyers would
select the supplier with the lowest per unit cost. This reduces the
cost of supplies and thereby should increase their potential of
profit. This agreement covers the modification of the GGPP website
for use by the Association, and does not involve any payment by the
Company.
b. JWC Construction
An agreement, entered into in the ordinary course of business,
with the JWC Construction Company of Poland, dated March 9, 2001, will
enable companies to list their purchasing requirements on projects
using the reverse auction platform. This method of purchasing allows
the suppliers of products the chance to sell products to buyers in
competition with one another; the net effect is that the buyers can
select the supplier with the lowest per unit cost. This reduces the
cost of supplies and thereby should increase their potential of
profit. This agreement covers the modification of the Construction
Buying Group website for use by the Construction industry, and does
not involve any payment by the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.
Current Operations
The Company currently operates four reporting divisions:
Corporate Headquarters 4634 S. Maryland Pky, Suite 107, Las
Vegas, Nev. 89119
West Coast Headquarters 3900 Birch Street, Suite 103, Newport
Beach, Ca. 92660
International Headquarters 3 Boicho Voivoda str., 1024 Sofia, Bulgaria
(1) ISP (which includes a national dial-up ISP: a wireless high
speed ISP in Las Vegas, NV, Moreno Valley, CA, and Woodland, CA;
and Internet web design and hosting businesses.)
2X Inc, AKA LA Internet, Inc. 550 Carson Plaza Drive Suite
127, Carson. Ca. 90746
dba BeyonDSL 4634 S Maryland Pkwy, Suite 107,
LV, NV 89119
725 Main St. Suite 12, Woodland,
Ca. 95695
(2) Mortgage Loan On-line Lending (which includes real estate
loans and equipment leasing.)
Guarantee Capital Group, Corp. 18004 Sky Park Circle, Suite
170, Irvine, Ca. 92614
(3) Marketing (which includes the direct marketing of long
distance phone services, computers with Internet access, wireless
high speed Internet access and bandwidth.)
First 2 Market 4634 S Maryland Pkwy, Suite 107, LV,
NV 89119
(4) E Commerce (which includes auction sites, B2C and B2B
eCommerce, and reverse auction sites for Europe and the United
States),
Ace Optics 1077 Goodman Rd., Hornlake,
Mississippi 38637
The Company employs over 40 people and has 7 offices, six offices in
the US and one in Europe
Results of Operations - Comparison of Quarter Ended March 31, 2002 to
Quarter Ended March 31, 2001.
(a) Overall
Prior to July 1, 2001 the revenue for the Mortgage Division was booked
as follows: the mortgage loan amount funded by the Company was booked as
revenue on the date of funding. After that date, the net proceeds received from
the sale of the mortgage loan were booked as revenue upon receipt of those
funds by the Company. This has a significant impact on the revenue for the
Company, but does not impact the net income (loss) for the Company.
This financial statement has revised figures for June 30, 2001 and
March 31, 2001, which incorporates the changes of revenue recognition
for the Mortgage Division.
Revenues for the three months ended March 31 2002 of $880,950,
represents a decrease of approximately 296% when compared to the same
three-months period of the prior year ended March 31, 2001 of
$2,364,213. This. There are two reasons for this sharp decrease; the
first is due to a change in bandwidth providers for the ISP. The
change over took longer then anticipated and therefore affected
revenue. The second reason is due to the lack of mortgage loan funding
by the mortgage banking division. However there was an increase in
overall revenues of approximately $740,000 when comparing the total
for the nine-month periods ending March 31. The total revenues for
2002 and 2001 were $5,403,676 and $4,663,943 respectively.
Selling, general and administrative expenses for the third
quarter ended March 31, 2002 and 2001 were $1,583,957 represents a
decrease of approximately 33%. Selling, general and administrative
expenses for the nine month periods ended as of these dates were
$4,625,778 and $5,006,969 respectively, a decrease of approximately 8
%. The main reason for this decrease is from a reduction in the
mortgage banking staff by twenty persons.
The resulting loss for the nine-month period ended March 31, 2002
of $570,689 is a significant decrease when compared to the profit of
$110,663 reported for the comparable quarter ended March 31, 2001. The
loss is primarily due the decrease in revenue from the ISP and the
lack of revenue from the mortgage banking division.
(b)Comparison by Segment
March 31 March 31
Third Quarter 2002 2001
Full-service ISP
Net sales $ 2,974,701 $ 2,171,903
Operating income $ 463,316 $ 577,791
Mortgage loan originations held for resale
Net sales $ 1,816,391 $ 397,113
Operating income $ 85,209 $ (307,878)
E Commerce (B-to-b/c)
Net sales $ 156,077 $ 184,171
Operating income $ (71,809) $ (155,526)
Marketing (B-to-b/c)
Net sales $ 9,973 $ 485,545
Operating income $ (356,186) $ (572,415)
Other
Net income $ 446,534 $ 1,425,211
Unallocated expense $ (691,219) $ 568,691
Total
Net sales $ 5,403,676 $ 4,663,943
Operating income $ (570,689) $ 110,663
Management has determined that there are four reportable segments
based on the customers served by each segment: Full service internet
service provider (ISP), mortgage banking business, and e-commerce
("B2BC") business-to-business and or to-consumer provider and
marketing ("B2B") business-to-business and ("B2C") business-to-
consumer. Such determination was based on the level at which executive
management reviews the results of operations in order to make
decisions regarding performance assessment and resource allocation.
Certain general expenses related to advertising and marketing,
information systems, finance and administrative groups are not
allocated to the operating segments and are included in "other" in the
reconciliation of operating income reported below. Information on
reportable segments is as follows:
ISP: The results for the ISP segment (see locations and services
listed in Current Operations) for the third quarter ended March 31,
2002 of $2,974,701 is an increase of 37% when compared to the same
period ended March 31, 2001 of $2,171,903. The increase is from
concentration on the high-speed Internet accesses and increase in web
sale activities. The profits of $463,316 for the nine months ended
March 31, 2001 is a decrease of 20% for the same period of the
previous fiscal year which reported profits of $577,791. The decrease
in profits is due to increase in expenses during the third quarter due
to the change in bandwidth providers for the ISP and the Company as a whole.
Mortgage Loans: The results for Mortgage loan originations (see
location and services listed in Current Operations) for the third
quarter ended March 31, 2002 of $1,816,391 which is a $16,032 increase
over the previous quarter ended December 31, 2001 of $1,800,359. When
the March 31, 2002 quarter is compared to the same period of the prior
fiscal year ended March 31, 2001 of $397,113 it represents a 457%
increase. The profits of $85,209 for the nine months ended March 31,
2002 is a significant improvement over the same nine-month period of
the previous fiscal year which reported losses of ($307,878). Overall
this division is currently operating on a minimunal basis and has not
recovered from the second quarter funding problem. During the second
quarter Mortgage Banking Division generated over $16,000,000 of
mortgage loans that were due to be funded in the last 2 months of the
quarter. The IMPAC funding line was at capacity, which prevented the
Mortgage Banking Division from funding those loans, and resulted in
the Company obtaining a different funding line with PCFS in March
2002. This new line didn't become operational in time to save the
$16,000,000 of loans that were approved and ready to fund. This
resulted in the Company reducing its personnel in that division from
over 23 to just 3 by the end of the second quarter.
E Commerce: The results for the E Commerce segment (see location
and services listed in Current Operations) for the third quarter ended
March 31, 2002 of $156,077 shows a decrease in sales for the same
period ended March 31, 2001 of $184,171, of 16%. The loss of $71,809
for the nine months ended March 31, 2002 is an improvement over loss
of $155,526 for the same period of the previous fiscal year. The
Company plans to continue this division's operation and anticipates it
becoming profitable by the end of December of 2002.
Marketing: The results for the Marketing segment (see location
and services listed in Current Operations) for the third quarter ended
March 31, 2002 of $9,973 is a decrease of 486% compared to the same
period ended March 31, 2001 of $485,545. The main reason for the
decrease was the decision to stop selling cell phones and begin
marketing Company products. The losses of $356,186 for the same period
are a decrease when compared to the loss for the same period of the
previous fiscal year of $572,415. The Company currently does not use
other means of informing the consumer about the products and services
that the Company offers other then the Internet. The Company feels
that direct marketing is the most effective means to market its
products and services to the non Internet Consumer and is still trying
to develop an effective direct marketing program.
Other: Other Revenues are from service charges that are generated
from the new marketing services that are provided by the Company to
its clients. Due to current economic conditions these services were
not being requested and therefore no revenue was generated. The
revenue of $446,534 for the nine-month period ended March 31, 2002
remains unchanged from the previous quarter that ended December 31,
2001. This revenue is not to be compared to the prior period ended
March 31, 2001, which had revenue of $1,425,211 from sources other
than the current marketing services. The losses of $691,219 for the
nine months are a significant decrease from the profits of $568,691
reported for the same nine month period of the previous fiscal year.
Liquidity and Capital Resources.
Net cash provided by the operations of the Company of ($570,689)
for the nine months ended March 31, 2002, is a significant decrease
when compared to the net cash provided by operating activities of
$110,663 in the comparable prior year period. The reasons for the net
cash decrease are stated above in the "Results of Operations"
sections (a) and (b). The Company has entered into an agreement to
issue a Convertible Debenture in order to raise capital for the
expansion of its wireless Internet services and re-establish the
mortgage loan division. The Company is also considering additional
sources for raising capital for its needs. The increased demand for
the wireless Internet services in Las Vegas, Nevada and Woodland,
California, is one of the bases for the additional need for capital.
The mortgage loans division, which did not become operational during
this quarter, will also require additional capital to rebuild which
the Company currently does not have available to it unless it is by
the capital raised as indicated above. The Company anticipates that
based upon the additional capital being available, the mortgage loan
division will be fully operational within 3 months.
Capital Expenditures.
Other than as set forth below, no material capital expenditures
were made during the quarter ended on March 31, 2002: The Company
purchased infrastructure and end user equipment totaling $352,946.
Acquisitions
There was an agreement to acquire Scanz during this quarter,
which is still pending as of this date. There were no acquisitions
made during the quarter ended March 31, 2002.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control. The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations. In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate. The Registrant disclaims any intent or obligation to
update "forward looking statements."
ITEM 3. 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 due
to fluctuations in interest rates. Market risk is inherent to both
derivative and non-derivative financial instruments, and accordingly,
the scope of the Company's market risk management includes all market
risk sensitive financial instruments.
The Company uses several tools and risk management strategies to
monitor and address interest rate risk. Such tools allow the Company
to monitor and evaluate its exposure to these risks and to manage the
risk profile of its residual interest portfolio in response to changes
in the market risk.
The Company measured the sensitivity of the current value of
cost of funds (Prime Rate plus 1.5%) to changes in the mortgage
interest rate (bond market plus 1.5%) that the Company charges on
funded loans, which is reflected with changes in interest rates. The
difference in the cost of funds versus the rate the Company funded the
mortgage loans could have benefited the company because the cost of
funds was less the mortgage interest rate, or the Company could lose
money if the cost of funds was more than the mortgage interest rate.
The following table summarizes the sensitivity analysis of change in
the fair value of our cost of funds as compared to the residual
interests as of December 31, 2001 and March 31, 2002:
Change In Fair Value As of
December 31 March 31
2001 2002
Prime Rate 4.750% 4.750%
Our Cost of Funds 1.500% 1.500%
Total 6.250% 6.250%
Bond Market 4.900% 5.100%
Consumer Cost of Funds 1.500% 1.500%
Total 6.400% 6.600%
Net Impact Benefit (Loss) 0.150% (0.350)%
Consumer Cost of Funds 1.500% 1.500%
Total 6.400% 6.075%
Net Impact Benefit (Loss) 0.150% (1.425)%
PART II.
ITEM 1. LEGAL PROCEEDINGS.
Other than as set forth below, the Company is not a party to any
material pending legal proceedings other than ordinary routine
litigation incidental to the business and, to the best of its
knowledge, no such action by or against the Company has been threatened.
The Company on March 2, 2001 filed an action against Ronald Friedman
and The Ronald Friedman 1997 Grantor Retained Annuity Trust in Federal
Court, in Orange County, California for rescission of the purchase of
the PMCC stock agreement and return of $1,006,857 paid by the Company.
On August 16, 2001 Ronald Friedman, Robert Friedman, and The Ronald
Friedman 1997 Grantor Retained Annuity Trust filed an action against
the Company for the balance of the price under the contract in the
amount of $2,191,143. This action was filed in the U.S. District
Court for the Southern District of New York. In February 2002 the New
York case was transferred to California and consolidated with the case
filed by the Company in Orange County, CA. The Company feels that it
will prevail in these actions.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
The Company issued 60,750,000 shares of restricted commons stock,
which are being held in escrow, for the acquisition of Scanz (see
press release dated March 25, 2002). As of this date the acquisition
is still pending.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter of the
fiscal year covered by this Form 10-QSB.
Exhibits.
Exhibits included or incorporated by reference herein are set
forth in the Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Internet Business's International, Inc.
Dated: May 15, 2002 By: /s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer
EXHIBIT INDEX
Number Description
2.1 Agreement and Plan of Merger between the Registrant and
Internet Business's International, Inc., a Delaware
corporation, dated July 1, 1999 (incorporated by reference
to Exhibit 2 of the Form 8-K/A filed on November 22, 1999).
2.2 Agreement and Plan of Merger and Share Exchange among the
Registrant, Return Assured Incorporated, and IBUI
Acquisition Corporation, dated June 4, 2001 (incorporated by
reference to Exhibit 2.2 of the Form 10-K filed on October
1, 2001).
3.1 Articles of Incorporation (incorporated by reference to
Exhibit 3.1 of the Form 10-Q filed on December 1, 1999).
3.2 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.2 of the Form 10-Q
filed on December 1, 1999).
3.3 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.3 of the Form 10-Q
filed on May 22, 2000).
3.4 Certificate of Amendment of Articles of Incorporation
(incorporated by reference to Exhibit 3.4 of the Form 10-Q
filed on May 22, 2000).
3.5 Bylaws (incorporated by reference to Exhibit 3.3 of the Form
10-Q filed on December 1, 1999).
4.1 Retainer Stock Plan for Non-Employee Directors and
Consultants, dated October 1, 1999 (incorporated by
reference to Exhibit 4.1 of the Form S-8 filed on October 8, 1999).
4.2 Consulting Agreement between the Registrant and Mark Crist,
dated October 5, 1999 (incorporated by reference to Exhibit
4.2 of the Form S-8 filed on October 8, 1999).
10.1 Purchase Agreement (LA Internet) between the Registrant and
Iron Horse Holdings, Incorporated, dated June 10, 1999
(incorporated by reference to Exhibit 10.2 of the Form 10-Q
filed on December 1, 1999).
10.2 Purchase Agreement between the Registrant and the
Stockholders of MBM Capital Group Inc., dated July 1, 1999
(incorporated by reference to Exhibit 10.3 of the Form 10-Q
filed on December 1, 1999).
10.3 Acquisition Agreement (Net 2 Loan) between the Registrant
and Lifestyle Mortgage Partners, dated September 15, 1999
(incorporated by reference to Exhibit 10.4 of the Form 10-Q
filed on February 22, 2000).
10.4 Purchase Agreement (license) between the Registrant and
Stockholders of California Land & Home Sale, Inc., dated
October 1, 1999 (incorporated by reference to Exhibit 10.5
of the Form 10-Q filed on February 22, 2000).
10.5 Acquisition Agreement (Optical Brigade) between the
Registrant and Wade Whitley, dated November 1, 1999
(incorporated by reference to Exhibit 10.6 of the Form 10-Q
filed on February 22, 2000).
10.6 Employment Agreement between the Registrant and Al Reda,
dated January 1, 2000 (incorporated by reference to Exhibit
10.6 of the Form 10-K filed on October 1, 2001).
10.7 Employment Agreement between the Registrant and Louis
Cherry, dated January 1, 2000 (incorporated by reference to
Exhibit 10.7 of the Form 10-K filed on October 1, 2001).
10.8 Agreement for Acquisition between the Registrant and Direct
Communications, Inc., dated February 25, 2000 (incorporated
by reference to Exhibit 10.6 of the Form 10-Q filed on May
22, 2000).
10.9 Agreement between the Registrant and Internet 2xtreme, dated
March 6, 2000 (incorporated by reference to Exhibit 10.7 of
the Form 10-Q filed on May 22, 2000).
10.10 Agreement between the Registrant, Roanoke Technology Corp.,
and Global GPP Corp., dated March 21, 2000 (incorporated by
reference to Exhibit 10.8 of the Form 10-Q filed on May 22, 2000).
10.11 Agreement between GPP Hungary Kft and Haitec Magyarorazagi
Kft, dated March 30, 2000 (incorporated by reference to
Exhibit 10.9 of the Form 10-Q filed on May 22, 2000).
10.12 Stock Purchase Agreement between the Registrant and Atlas
Capital Corporation, dated April 1, 2000 (incorporated by
reference to Exhibit 10.10 of the Form 10-K filed on
September 27, 2000).
10.13 Stock Purchase Agreement between the Registrant and Ronald
Friedman, Robert Friedman, and The Ronald Friedman 1997
Grantor Retained Annuity Trust, dated July 28, 2000
(incorporated by reference to Exhibit 10.11 of the Form 10-Q
filed on November 16, 2000).
10.14 Stock Sales Agreement between the Registrant and a buyer,
dated July 28, 2000 (incorporated by reference to Exhibit
10.12 of the Form 10-Q filed on November 16, 2000).
10.15 Stock Purchase Agreement between the Registrant,
International Business Company, Dennis B. Ginther, Clifford
J. Roebuck, Jadwiga L. Ginther, and Bogumila E. Basu , dated
August 19, 2000 (incorporated by reference to Exhibit 10.13
of the Form 10-Q filed on November 16, 2000).
10.16 Stock Purchase Agreement between the Registrant, Sonic
Auction.com, Inc., and Brian Pruett, dated October 5, 2000
(incorporated by reference to Exhibit 10.14 of the Form 10-Q
filed on February 15, 2001).
10.17 Stock Purchase Agreement between the Registrant, Auction-
Sales.Com, Inc., and Zahid Rafiq, dated October 19, 2000
(incorporated by reference to Exhibit 10.15 of the Form 10-Q
filed on February 15, 2001).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 of the Form 10-K filed on October 1, 2001).