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 DECEMBER 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) 944-2424
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 December 31, 2002, the Registrant had 58,273,603 shares of
common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND JUNE 30, 2002 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
DECEMBER 31, 2002 AND DECEMBER 31, 2001 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
DECEMBER 31, 2002 AND DECEMBER 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
ITEM 4. CONTROLS AND PROCEDURES 27
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 28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 28
SIGNATURE 29
CERTIFICATION 30
PART I.
ITEM 1. FINANCAL STATEMENTS.
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31 June 30
2002 2002
ASSETS
Cash and cash equivalents $ 53,113 $ 60,315
Accounts receivable, net 15,385 166,866
Inventories 36,358 57,468
Prepaid expenses and other 0 90,820
Total current assets 104,856 375,469
Property and equipment, net 1,449,376 1,957,822
Intangible assets, net 811,774 1,462,199
Investment in unconsolidated company 1,517,264 2,000,000
Total Other Assets 3,778,414 5,420,021
Total Assets 3,883,270 5,795,490
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable 534,390 496,790
Accrued liabilities 342,604 56,624
Current portion of long-term debt 54,302 23,960
Deferred revenues 11,960 54,096
Total current liabilities 943,256 631,470
Long-term debt 576,469 576,469
Total Liabilities 1,519,725 1,207,939
Stockholders' equity:
Preferred stock,
par value $100.00 per share;
1,000,000 shares authorized; 0 0
0 and 0 issued and outstanding at Dec. 31 and
June 30, 2002, respectively.
Common stock, par value $0.01 per share;
349,000,000 shares authorized;
In May 2002 after a 1 for 10 reverse and
canceling 6,075,000 and issuing
two S8 for 20,000,000 leaves a balance of
58,273,603 and 38,273,603
shares issued and outstanding at Dec. 31 and June 30
2002,respectively 582,736 382,736
Additional paid-in capital 6,214,114 6,214,114
Accumulated deficit (4,433,305) (2,009,299)
Total stockholders' equity 2,363,545 4,587,551
Total liabilities and stockholders' equity 3,883,270 5,795,490
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
December 31 December 31 December 31 December 31
2002 2001 2002 2001
Revenues $ 383,905 $ 2,538,067 $ 672,242 $ 4,522,726
Cost and expenses:
Cost of revenues 22,500 5,082 22,500 11,212
Selling, general and administration 661,157 1,980,051 1,415,442 3,598,865
Depreciation and amortization 729,719 580,743 1,158,212 824,440
Total costs and expenses 1,413,376 2,565,876 2,596,154 4,434,517
(Loss) income from operations (1,029,471) (27,809) (1,923,912) 88,209
Other income (expense):
Other income or (expense) 0 3,909 0 13,065
Interest income 0 0 0 0
Other expenses (482,736) (6,003) (482,736) (6,651)
Total other income, net (1,512,207) (2,094) (2,406,648) 6,414
Income (loss) before minority interest 0 (29,903) 0 0
Minority interest in loss of subsidiaries 0 0 0 0
Net (loss) income (1,512,207) (29,903) (2,406,648) 94,623
Net loss (income) per common (.0311) Nil (.0495) Nil
Weighted average number of common
shares outstanding 48,561,335 282,736,029 48,561,335 282,736,029
The accompanying notes are an integral part of these financial statements
INTERNET BUSINESS'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
December 31 December 31
2002 2001
Cash Flows From Operating Activities:
Net (loss) income $(1,512,207) $ 94,623
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization 729,719 602,738
Reserve for loss on notes receivable 0 85,370
Reserve for loss on mortgage loans receivable 0 251,900
Gain on sale of equity investment 0 0
Changes in operating assets and liabilities:
Accounts receivable (15,385) (293,930)
Inventories (36,358) (287,869)
Mortgage loans receivable net 0 (501,042)
Prepaid expenses and other 0 201,250
Accounts payable 342,604 575,366
Accrued liabilities 534,390 101,577
Deferred revenues 11,960 13,013
Other current liabilities 0 0
Net cash (used in) provided by operating activities 54,723 842,996
Cash Flows From Investing Activities:
Purchases of property and equipment 0 (245,405)
Investment in intangible assets 0 0
Proceeds net from sale of equipment (64,407) 0
Investments notes or stocks 0 0
Net cash used in investing activities (64,407) (245,405)
Cash Flows From Financing Activities:
Net repayments under revolving line of credits 0 (567,028)
Net repayment of long-term debt 0 0
Collection of notes receivable 0 0
Issuance of common stock 10,000 0
Net cash (used in) provided by financing activities 10,000 (567,028)
Net decrease in cash 316 30,563
Cash, beginning of period 52,797 243,833
Cash, end of period 53,113 274,396
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") 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
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, in January 1999 began plans to offer Internet based e-
commerce services. In April 1999, the Company announced its first e-
commerce site and was engaged in the development, operation and
marketing of a number of commercial web sites. The Company consists of
two reporting divisions made up of subsidiaries and or divisions of
the Company. The Company previously had three division through the end
of fiscal year June 2002 as follows: Lending on Line (provided real
estate loans and equipment leasing), this division ceased operations
in June of 2002, Internet Service Provider (provides a national
Internet access dial-up service, wireless high speed Internet access
in Las Vegas, Nevada and Woodland, California, in addition to Internet
web design and hosting); and Direct Marketing (provides 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 3 offices in the US
and 1 in Europe and more than 20 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 consolidate financials included the Global GPP
subsidiary of which the Company owned 80%, during the time it operated
from March 2000 to March 2001, at which time Global GPP ceased
operations. The financial information was included in the E Commerce
section, of the Company's financials, until the sale of Ace Optics in
the fourth quarter of the fiscal year ended June 30, 2002. That
information is now included in the Other Income along with the
Company's Other 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 for doubtful accounts and 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 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. The financial statements were revised
for June 30, 2001, along with the companion figures for June 30, 2000
to incorporate 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
Note this subsidiary was closed during the fiscal year ended June 30, 2002.
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.
Balance Sheet will provide information as follows (if applicable):
Assets
Loans held for sale XXX
Allowance for loan losses XXX
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, IBII 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, 2002. 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 issue 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
No additional paid in capital occurred during the second quarter
fiscal year ending June 30, 2003.
No additional paid in capital occurred during the first quarter fiscal
year ending June 30, 2003.
In May of 2002 a 1 share for 10 shares reverse became effective. This
was the first part of a Securities Purchase Agreement in conjunction
with a stock registration. The Company received $120,000 as a loan to
be paid with the registration of stock during the fiscal year. Due to
the price drop in the stock after the reverse occurred the
registration did not occur. The Loan proceeds are booked as long-term
debt. The stock reverse difference of shares issued and outstanding is
stated as additional paid in capital in the amount of $2,544,624.
By the end of March 2000, the Company issued an additional 7,000,000
shares of the Company's common stock, in a private placement to a
qualified investor, which provided the Company with $3,382,560.
Revenue Recognition
IBII recognizes revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the sales price is fixed or
determinable and collectibility 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 is 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
for 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 a loan for a consumer originated through
our Website, www.gcapgp.com. Closed-loan fees are recognized at the
time the lender reports the closed loan to us. The Lending of Line
subsidiary was closed down in June 2002. Additional revenue is derived
from on line leasing, and is recognized as the services are performed.
Revenue from direct marketing - are those fees are earned from sold
products and/-or services are recognized as revenue upon receipt of
those funds.
Source: SAB 101
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 established 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 June 2002, the Company announced the sale of Ace Optics to CRT
Corporation for $2,000,000 worth of CRT restricted stock
In June 2002, the Company announced that it plans to divest itself of
the Guarantee Capital Group subsidiary and, in anticipation of that
occurrence, ceased operations of the on line mortgage lending group.
In February 2002, the Company announced plans to spin-off the Global
Construction Buying Group to its shareholders by the end of 2002.
In September 2001, the Company started Guarantee Capital Group, which
acquired the computer, furniture and processing equipment from the new
owner of Atlas Capital Corporation for $30,000. In November 2001
Guarantee Capital Group had exceeded the capacity of its mortgage
banking line. This prevented Guarantee from funding the balance of its
processed loans and subsequently in December 2001, 20 its 24 employees
were laid off. The Company ceased the operation of Guarantee before
the end of June 2002.
In September 2001, the Company started a new marketing subsidiary 1st2
Market Incorporation 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, IBII 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, IBII 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 the Company prevails the debt could be collected.
In October 2000, IBII acquired the auction web site operations of the
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
of shares of restricted common stock for service valued at $41,139.
In April 2000, IBII acquired all the outstanding stock of Atlas
Capital Corporation, a mortgage-banking company, for 600,000
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 $260,000 was recorded as intangible assets related to acquisition
of trade names, websites, workforce-in-place and is being amortized
over 5 years. By the end of 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 $186,88. 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 for $500,000. Global GPP owned a business-to-business
website, equipment and had 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 company
stock valued at $300. Intangible assets purchased totaled $265,000,
consisting of customers' 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 of
restricted shares of 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
December 31 June 30
2002 2002
Accounts receivable:
Accounts receivable $ 23,077 $ 292,747
Less: allowance for doubtful accounts (7,692) (125,881)
Accounts receivable, net 15,385 166,866
Property and equipment:
Office furniture and equipment 47,643 47,999
Machinery and computer equipment 3,111,393 3,136,393
Leasehold improvements 0 0
Less: accumulated depreciation (1,709,660) (1,226,570)
Property and equipment, net 1,449,376 1,957,822
Intangible assets:
Capitalized software costs, including websites 1,270,156 1,270,156
Subscriber member bases 1,148,307 1,148,307
Others, including customer lists, existing technology,
trade names 423,386 423,386
Less: accumulated amortization (2,039,682) (1,379,650)
Intangible assets, net 811,774 1,462,199
5. Revolving Lines of Credit
In January 2002, the Company had a credit facility with PCFS for
$3,000,000 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 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. By May of 2002, this
line was not used and the agreement terminated.
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. This agreement was terminated in December of 2001. Amounts
outstanding under the IMPAC line at June 30, 2002 and 2001 were $0 and
$6,183,228 respectively.
In March 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. This Line was terminated in July of 2001.
Amounts outstanding under the IMPAC line at June 30, 2002 and 2001
were $ 0 and $ 865,468 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* Number of Loans
Held over 30 Days
Sept. 30, 2001 6.00% 7.00% N/A 0
Dec. 31, 2001 4.75% 5.75% N/A 0
March 31, 2002 4.75% N/A N/A 0
June 30, 2002 4.75% N/A N/A 0
Sept. 30, 2002*** N/A N/A N/A N/A
* Imperial line not in use after June 2001
** Impac line not in use after December 2001
*** At the end of the quarter ended Dec. 31, 2001 the company ceased
operations of the mortgage lending business. Therefore this data is
not applicable.
In addition, the Company had 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, 2002 and
2001 were $ 0 and $ 0, respectively. The Company paid off the line of
credit line during the fiscal year ending June 30, 2001, because it
was no longer required.
All credit facilities and bank line of credit required the Company to
maintain certain financial ratios and adhere to specific non-financial
requirements.
As of June 30, 2002, when the company closed the mortgage it was in
compliance with the various covenants contained in the above agreements.
6. Long-Term Debt
Long-term debt at December 31, 2002 consists of the following:
Current Portion Long-term Total
Notes payable secured by certain
Company assets, requiring monthly
payments of $9,096 of interest with
various interest rates and due dates.
These accounts are $ 54,302 $ 576,469 $576,469
6 months past due.
During the fiscal year ended June 30, 2002, certain real estate loans
defaulted. The Company's subsidiary was making payments to the lender
that purchased the defaulted loans. These payments were made at the
note rate for each loan. 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 upon any contract, obligation or liability
founded upon a written statement or written contract." The debts of
company's (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
collectable based upon this Code Section 337. The Company then
extinguished these debts and recognized amount of the debt as
extraordinary income. SFAS 125 list 2 sets of circumstance under which
a liability is not recognized (which is listed below). The second set
of 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
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
During the second quarter fiscal year ended June 30, 2003, IBII issued
stock for services.
10,000,000 shares of common stock were issued as payment to
consultants in lieu of cash for services provided pursuant to
consulting agreements. The fair value of the shares was recorded as
prepaid professional services and amortized ratably over the term of
the contract. These shares were issued pursuant to a Form S-8
registration statement
During the first quarter fiscal year ended June 30, 2003, IBII issued
stock for services.
10,000,000 shares of common stock were issued as payment to
consultants in lieu of cash for services provided pursuant to
consulting agreements. The fair value of the shares was recorded as
prepaid professional services and amortized ratably over the term of
the contract. These shares were issued pursuant to a Form S-8
registration statement.
During the fiscal year ended June 30, 2002 the following occurred:
Stock Reverse, In May 2002, a 1 share for 10 shares reverse became
effective. This was the first part of a Securities Purchase Agreement
in conjunction with a stock registration. The Company received
$120,000 as a loan to be paid with the registration of stock during
the fiscal year. Due to the price drop in the stock after the reverse,
the registration did not occur. The Loan proceeds booked as long-term
debt. The stock reverse difference of shares issued and outstanding is
stated as additional paid in capital in the amount of $2,544,624.
During fiscal year ended June 30, 2002, IBII issued stock for services.
Post-Stock reverse 10,000,000 shares of common stock were issued as
payment to consultants in lieu of cash for services provided pursuant
to a consulting agreements. The fair value of the shares was recorded
as prepaid professional services and amortized ratably over the term
of the contract. These shares were issued pursuant to a Form S-8
registration statement.
In September 2001 15,500,000 shares were issued as per employment
contract, bring the total number to 282,736,029 common snares issued
and outstanding of which 134,495,037 are restricted.
During fiscal year ended June 30, 2001, IBII did not issue stock for
services.
During fiscal year ended June 30, 2000, IBII 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 and amortized ratably over the term on the contract.
During fiscal year ended June 30, 1999, IBII issued in December 1998,
approximately 9.1million 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. Under this agreement, IBII issued an additional 2.1
million shares of restricted common stock in January 1999.
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 Combination.
Preferred Stock
After the end of the second quarter fiscal year ended June 30, 2003
the Company issued the following preferred shares;
10,000 Shares of Series A Preferred Stock of IBII were issued as
collateral for the funding a loan to the Company, (see Part 2 Item 5
Other Information, for more details).
Prior Preferred Stock issuances;
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, IHHI to purchase 23,900 shares of the
Company's preferred stock with a par value of $100.00 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.
Also during this fiscal year IHHI converted the preferred into common
stock. There are no preferred shares issued and/ or outstanding as of
this date.
The Company acquired 100% of LA Internet, Inc. in June of 1999 for
$525,000 from IHHI, which was credited towards the note that is owed
by IHHI to the Company.
During fiscal year 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
Date Balance Payment Interest Paid Form of payment
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 year ended 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 quarter and year ended
respectively December 31, and June 30 consist of the following (there
was no provision for income taxes on the financials due to the net
loss carried forward from the previous years operations):
December 31 June 30
2002 2002
Current income tax expense:
Federal $ 0 $ 0
State 0 0
0 0
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 0
Valuation allowance 0 0
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 begin to expire beginning
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 moved several of its
offices during the first quarter of the current fiscal year ended June
30 2003. This has reduced the Company's monthly obligations for
several locations during the fiscal year and sold one of its
subsidiaries and closed another. The future minimum rental commitments
at December 31, 2002 under these leases are as follows:
Corporate Headquarters
4634 S. Maryland Pkwy, Suite 107, Las Vegas, Nev. 89119
$2451 per month ending 6-03total $ 14,706
West Coast Headquarters
550 Carson Plaza DriveSuite 127, Carson Ca. 90746
$2250 per month ending 12-03 total $27,000
2X Inc.
725 Main St. Suite 12, Woodland, Ca. 95695
$1270 per month ending 11-03 total $13,970
550 Carson Plaza Drive Suite 127, Carson. Ca. 90746
4634 S. Maryland Pkwy, Suite 107, Las Vegas, Nev. 89119
Several of these locations house more than one subsidiary.
The commitment for the Company based upon the aforementioned leases
for the remaining quarters of this fiscal year is $ 55,676.
After September 1, 2002 the Company consolidated its southern
California operation to the offices located in Carson, California.
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 three reportable segments based on the customers served by
each segment: Full service Internet service provider (ISP); mortgage
banking business, which ceased operation in June 2002; and business-
to-consumer ("B2C") marketing. 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 provides customers with Internet access
in the western United States through dial-up, and high-speed wireless;
web hosting and web design. The mortgage banking business provides
online mortgage loan origination, processing, servicing and resales.
The mortgage banking business ceased operations in June 2002.
Business-to-consumer primarily consists of marketing services provided
by the company and generates fees from these services 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:
Second Quarter Ended December 31 December31
2002 2001
Full-service ISP
Net sales $ 550,554 $2,166,014
Operating income (844,653) 594,286
Mortgage loan originations held for resale
Net sales 0 1,800,359
Operating income 0 290,619
E Commerce (B-to-b/c)
Net Sales 0 99,846
Operating income 0 (46,982)
Marketing (B-to-b/c)
Net sales 1,688 9,973
Operating income (36,105) (345,836)
Other
Net income 120,000 446,534
Unallocated expense (1,525,890) (397,464)
Total
Net sales 672,242 4,522,726
Operating income (2,406,648) 94,623
12. Other Events
a. Dividend
On June 17 2002, the Company announced the sale of Aces Optics to CRT
Corp. for 2,000,000 shares of CRT restricted stock valued at $1.00 a
share. The dividend was to be based on one share of CRT Corp. per 100
shares of post reverse shares of the Company. On July 8 the Company
announced the record date of July 17, 2002 for the shareholders to
receive the dividend. On July 18, 2002 the Company announced the date
of distributions to be August 30, 2002. By September 15, the Transfer
Agent was working with the DTC to complete the issuance of the divided
CRT Corporation restricted shares to its shareholders. After the end
of the Quarter the dividend shares were issued and will be reflected
in the next quarter's financials.
b. RTRN
In June 2001, the Company announced that an agreement of merger and
share exchange was executed by and among Return Assured Incorporated,
a Delaware corporation ("RAI"), IBUI Acquisition Corp., a Nevada
corporation (the "Merger Subsidiary") and together with RAI, the "RAI
Parties"), and Internet Business's International, Inc., a Nevada
corporation ("IBUI"). The merger was to be completed before January
2002. All parties to the agreement mutually canceled failing the
completions of merger the agreement within the time frame agreed to
the agreement.
c. PMCC
On August 2, 2000, the Company announced that it had entered into an
agreement whereby the Company would purchase 2,460,000 share of PMCC
Financial Corp. ("PMCC"), a full-service mortgage banking company;
common stock from PMCC's former chairman of the board, Ronald
Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity Trust
Ronald Friedman, 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 are not actively trading on the AMEX
or NASDQ exchanges and the Company has not merged PMCC with the
Company or any of the Company's subsidiaries, the purchase price shall
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 PMCC shares that the Company
either owns or will eventually own, for total consideration of
$1,387,500. Shares of PMCC stock sold by the Company will be released
to the buyer in proportion to payments received.
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 this action.
As of December 31, 2000, the Company received payments of $559,812 and
the Company released 149,283 shares of PMCC stock that it owned. If
PMCC is not actively trading within six months of the agreement, the
Company will issue to the Buyer the equivalent number of shares of
stock of the Company. PMCC has been actively trading as of January
19, 2001, and the gain on the sale of the PMCC stock of $410,529 has
been included in revenues for the period ending December 31,2000.
In January 2001, the PMCC was delisted from the American Stock
Exchange and began trading on the Pink Sheets under the symbol of
"PMCF"; this met the trading requirement as per the stock sale
agreement the Company had entered into with an unrelated individual
during the first quarter of this fiscal year.
d. 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.
e. 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
Registrant of 96.62% of the outstanding and treasury shares of common
stock of Auction-Sales.Com, Inc., a Delaware corporation. In
exchange for the shares, the Company was to pay, under the terms of
the agreement, 11,000,000 shares of Company's common stock to Seller
for all of Seller's Shares. After investing $180,000 for marketing,
the Company discovered that Auction-Sales had undisclosed liabilities
and that Auction-Sales was not in compliance with California law
regarding delivery of product paid for but not delivered to customers.
This acquisition was rescinded in December 2000 and the necessary
documents were filed with the SEC. The site was retained until the
funds invested into Auction-Sales.Com are returned which at this time
management has expectations of occurring.
13. Other Agreements
a. Washington State Hotel and Motel Association.
The agreement, entered into in the ordinary course of business,
with the Washington State Hotel and Motel Association, dated October
4, 2000, provides 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. By the end of the fiscal year ended June 2002, this program
generated no revenue and the Company has ceased to offer this service.
b. JWC Construction
The 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 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 for
profit. This agreement covers the modification of the Construction
Buying Group website for by the Construction industry, and does not
involve any payment by the Company. By the end of June 2002, the
Company canceled this agreement due to lack of activity of JWC.
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 two reporting division. The following
list the locations for the divisions and for Corporate Headquarters.
Corporate Headquarters
4634 S. Maryland Pky, Suite 107, Las Vegas, Nev. 89119
West Coast Headquarters
550 Carson Plaza Drive Suite 127, Carson, Ca. 90746
(1) ISP (consists of a 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) Marketing (provides includes the direct marketing of
wireless high speed Internet access and bandwidth.)
First 2 Market
4634 S Maryland Pkwy, Suite 107, LV, NV 89119
The Company employs over 10 people and has 3 offices.
Results of Operations - Comparison of Quarter Ended December 31, 2002
to Quarter Ended December 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 December 31, 2001 and
December 31, 2002, which incorporates the changes of revenue
recognition for the Mortgage Division.
Revenues for the three and six months ended December 31, 2002 of $383,
905, for the three months and $672,242 for the six months which
represents a decrease of approximately 661% for the three months and
673% for the six months when compared to the same three and six months
period of the prior year ended December 31, 2001 of $2,538,067 and
$4,522,726. There are several reasons for these sharp decreases are
as follows:
1. Loss of customer base for the ISP because of the current economic
and the changes the Company made in the customer service area,
which affected revenue.
2. The mortgage banking division.
3. Sale of E-Commerce division.
Selling, general and administrative expenses for the same three and
six month period December 31, 2002 and 2001 respectively were $661,157
and $1,980,051 respectively, for the three months and $1,415,442 and
$3,598,865 for the six months. These decreases in the SG&A represent a
decrease of approximately 667% and 254% for the three and six month
periods. The main reason for this decrease is from the sale of the E-
Commerce division, the closing of the mortgage banking division, and
the staff reduction at the Corporate, ISP, and marketing divisions.
The resulting loss for the three and six month periods ended December
31, 2002 of ($1,512,207) and ($2,406,648) is a significant loss when
compared to the loss of ($29,903) and profit of $94,623 reported for
the comparable periods ended December 31, 2001. The loss is primarily
due to the decrease in revenue from the ISP and the lack of revenue
from the mortgage banking division. The distribution of the dividend
of $482,736 increased the loss that was reported in the quarter.
(b) Comparison by Segment
Management determined that there were four reportable segments for the
prior quarter ended September 30, 2001. However for this quarter ended
December 31, 2002 there are only two reportable segments for the
Company. These are as follows: Full service Internet service provider
(ISP); 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:
Second Quarter Ended December 31 December31
2002 2001
Full-service ISP
Net sales $ 550,554 $ 2,166,014
Operating income (844,653) 594,286
Mortgage loan originations held for resale
Net sales 0 1,800,359
Operating income 0 290,619
E Commerce (B-to-b/c)
Net Sales 0 99,846
Operating income 0 (46,982)
Marketing (B-to-b/c)
Net sales 1,688 9,973
Operating income (36,105) (345,836)
Other
Net income 120,000 446,534
Unallocated expense (1,525,890) (397,464)
Total
Net sales 672,242 4,522,726
Operating income (2,406,648) 94,623
ISP: The results for the ISP segment (see locations and services
listed in Current Operations) for the second quarter ended December
31, 2002 of $550,554 is a sharp decrease of approximately 394% when
compared to the same period ended December 31, 2001 of $2,166,014. The
decrease is due to a loss of customer base and other related factor
that have been occurring during the previous fiscal year and continued
through the end of the quarter. The Company is now concentrating on
the high-speed Internet accesses and increase in hosting activities.
The loss of ($844,653) for the quarter ended December 31, 2002 is a
significant decrease for the same period of the previous fiscal year,
which reported profits of $594,286. The reason for the loss was
stated above.
Mortgage Loans: Since this division is currently not doing
business there will be comparative analysis of the previous results.
E Commerce: Since the sale of this division occurred prior to the
end of the previous fiscal year ended June 30, 2002, there will be no
comparative analysis of the previous results.
Marketing: The results for the Marketing segment (see location
and services listed in Current Operations) for the second quarter
ended December 31, 2002 of $1,688 is a decrease of 590% compared to
the same period ended December 31, 2001 of $9,973. The main reason for
the decrease was the decision to sell services on a contract basis and
eliminate all direct personnel for this division. The only related
direct expense for this operation are for the leased facility that the
division has allocated to it and the phone service provided for it.
The losses of ($36,105) represent a significant decrease when compared
to the loss for the same period of the previous fiscal year of
($345,836). The Company currently does not employ other means of
informing the consumer about the services that the Company offers
other then the Internet. The Company feels that direct marketing is
the most effective means to market services to the non Internet
consumer and is still trying to develop an effective direct marketing program.
Other: Revenues were from service charges that were generated
from marketing services provided by the Company to clients. Due to
economic conditions these services were no longer requested and
therefore no revenue was generated form those activities. The Company
did sell a completely depreciated asset. Therefore the $120,000
represent amount received from the sale of the depreciated asset. The
marketing revenue of $446,534 for the previous ended December 31, 2001
will not be compared to the revenue of $120,000 for the quarter ended
December 31, 2002. The marketing revenue that was previously generated
by this division was used to offset the expenses of the corporate
operations. The losses of ($1,525,890) for the quarter ended December
31, 2002 are a significant increase for the losses of ($397,464) for
the same quarter of the previous fiscal year. The main reasons for the
increased expenses are from operational changes to decrease costs
however there are cancellation charges associated with these changes
that are represented by the increase in expenses, along with the cost
of the stock dividend distribution.
Liquidity and Capital Resources.
Net cash provided by the operations of the Company for the quarters
ended December 31, 2002 and 2001 respectively of $53,113 and $274,396
is a decrease of 516%. The reasons for the net cash decrease are
stated above in the "Results of Operations" sections (a) and (b).
In January of 2002 the Company had 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; this Debenture was never completed due to the market price
of the Company's stock.
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
was not operational during this quarter, will also require additional
capital to rebuild. The Company currently does not have available
capital unless it is obtained by raising capital though either debt or
equity such as a Convertible Debenture as indicated above. The Company
anticipates that based upon the additional capital being available,
the mortgage loan division could be fully operational within 3 months.
After the end of the quarter the Company entered into a loan agreement
with Mercatus Partners Limited. See Part II Item 5 Other Information
for further details.
Capital Expenditures.
Other than as set forth below, no material capital expenditures were
made during the quarter ended on December 31, 2002.
Acquisitions
There were no acquisitions made during the quarter ended December 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
This section has not been updated relative to market risk because the
Mortgage Banking Division ceased operation during the previous fiscal
year ended June 30, 2002. This division may become operational if
additional funds are available for the Company.
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 at which the Company funded the
mortgage loans could have benefited the company because the cost of
funds was less the mortgage interest rate. The Company could have lost
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%)
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer is the "Certifying Officer" and is
responsible for the establishing and maintaining disclosure control
and procedures for the Company.
The Certifying Officer has designed such disclosures controls and
procedures to ensure that material information is made known to the
officer, particularly during the period in which this report was
prepared.
The Certifying Officer has evaluated the effectiveness of the
Company's disclosure controls and procedures within 90 days of the
date of this report and believes that the Company's disclosures
controls and procedures are effective based on the required
evaluation. There have been no significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
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 10,000,000 shares of S-8 stock for services during
this quarter.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
In January of 2003 the Company entered into a Collateral Loan
Agreement (the "Loan Agreement") with Mercatus Partners Limited, a UK
corporation (Mercatus), pursuant to which Mercatus has agreed to
provide the Company with loans in an amount of up to 20% of the Final
Market Value (as such term is defined in the Loan Agreement) of
certain restricted shares of our preferred stock were issued by the
Company in the name of Mercatus to secure the obligations under the
loans (the "Stock"). The loans are payable to the Company within 10
days of delivery of the Stock and related loan documents.
Loans under the Loan Agreement are evidenced by the promissory Notes
payable to Mercatus and are secured by the 10,000 Shares of Series A
Preferred Stock. The interest rate on the loans will be set at 5.5%.
Except as otherwise provided in the Loan Agreement, the Stock shall be
held as collateral by Mercatus at all times there remains principal or
interest owing to Mercatus under the promissory notes. Other than as
specifically set forth in the Loan Agreement, the Stock may not be
sold, hypothecated, assigned, transferred, or otherwise encumbered. In
the event of a default under the Loan Agreement, however, Mercatus may
thereafter sell, assign, hypothecate or otherwise dispose of the
Stock. Under such circumstances, Mercatus assumes no responsibility
for the amount of proceeds it may receive upon such disposition of the
Stock. Any proceeds received by Mercatus in excess of the default
amount plus reasonable attorney's fees, if any, and related costs of
disposition will be returned to the Company. In the event of a default
by the Company, the Company has further agreed to take all reasonable
steps to register the Stock for resale by Mercatus. A default by the
Company under the Loan Agreement can be expected to have a materially
adverse effect on the price of the Companys common stock.
The initial term of the loan is 5 years, with interest-only payments
for the first year of the loan. Upon payment in full of all interest
and principal due under the loan, the Stock will be returned to us for
cancellation. During the term of the loan Mercatus will provide a
voting proxy with respect to the Stock to a person designated by the
Company. In the event of a default however, the proxy shall be deemed
null and void.
In connection with the Loan Agreement, in February 2003 the Company
delivered 10,000 shares of restricted preferred stock to Mercatus. The
Company expects delivery of the funds by February 28th, 2003.
The maximum loan amount would be $9,000,000 with approximate net
proceeds of $7,900,000.
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: February 12, 2002 by: /s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer
CERTIFICATIONS
I, Albert Reda, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Internet
Business's International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 12, 2003 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 between 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).
22 Stock Reverse Filed May of 2002
23 S-8 Stock registration Filed November of 2001
24 S-8 Stock registration Filed February of 2001
25 S-8 Stock registration Filed May of 2002