| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2000
| [ ] | 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 0-7619
Asia SuperNet Corporation
(Exact Name of Registrant as Specified in its Charter)
Colorado 98-0164238
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1888 Sherman Street, Suite 500, Denver, CO 80203
(Address of Principal Executive Offices) (Zip Code)
1700 Lincoln Street, Suite 3100, Denver, CO 80203
(Former address of principal executive offices)
Registrant's telephone number, including area code: (303) 894-7971
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) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
As of September 1, 2000, 2,660,864 shares of common stock, $.001 par value, were issued and outstanding.
EXPLANATORY NOTE:
Pursuant to this Form 10-Q/A, Asia SuperNet Corporation amends “ITEM 1. Financial Statements” and “ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000.
This amendment includes the restatement of prior year amounts to conform to the presentation for discontinued operations. The majority of the Company’s operations were sold during 1999. In addition, amounts due for professional services were inadvertently recorded twice in the first quarter of the year ended December 31, 2000. During the quarter ended June 30, 2000, comprehensive income (loss) was not properly displayed.
Item 1. Financial Statements Page No.
Unaudited Condensed Balance Sheets as of June 30, 2000, as restated
and December 31, 1999 3
Unaudited Condensed Statements of Operations for the three months
ended June 30, 2000, as restated and 1999 4
Unaudited Condensed Statements of Operations for the six months
ended June 30, 2000, as restated and 1999 5
Unaudited Statements off Comprehensive Income (Loss) for the three
and six months ended June 30, 2000 and 1999 6
Unaudited Condensed Statements of Cash Flows for the six months
ended June 30, 2000, as restated and 1999 7
Notes to the Unaudited Condensed Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
PART II. OTHER INFORMATION
Item 2. Changes in Securities 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
As of June 30, As of December 31,
ASSETS 2000 1999
------ ------------- -----------------
(As restated,
see Note 4)
Current assets:
Cash and cash equivalents .................................. $ 8,992 $ 9,176
Prepaid and other current assets ........................... 21,301 21,301
----------- -----------
Total current assets .......................................... 30,293 30,477
PROPERTY, PLANT AND EQUIPMENT, NET ............................ 2,396 3,194
----------- -----------
Total assets .................................................. $ 32,689 $ 33,671
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Accounts payable ........................................... $ 127,361 $ 123,821
Convertible promissory notes payable to related party ...... -- 2,472,722
Accrued expenses and other liabilities ..................... 82,182 82,182
Amounts payable to related parties ......................... 82,665 72,738
----------- -----------
Total current liabilities ..................................... 292,208 2,751,463
----------- -----------
Shareholders' (deficit) equity:
Preferred stock, $0.001 par value, 300,000,000 shares
authorized, no shares issued ............................. -- --
Common stock, $0.001 par value, 900,000,000 shares
authorized; issued and outstanding 2,660,864 and 1,189,005
shares, respectively ..................................... 2,661 1,189
Additional paid in capital ................................. 9,010,952 6,539,702
Accumulated deficit ........................................ (9,273,132) (9,258,683)
----------- -----------
Total shareholders' deficit ................................... (259,519) (2,717,792)
----------- -----------
Total liabilities and shareholders' deficit ................... $ 32,689 $ 33,671
=========== ===========
See the accompanying notes to the unaudited condensed financial statements.
Three months ended June 30,
2000 1999
---- ----
(As restated,
see Note 4)
Revenues:
Interest income ............................. $ 7 $ 24
Rental income ............................... -- --
Other income ................................ -- --
----------- -----------
Total revenues ................................. 7 24
----------- -----------
Expenses:
Depreciation ................................ 399 1,198
Legal and professional fees ................. 13,190 4,250
Other operating and administrative fees ..... 1,560 3,278
----------- -----------
Total expenses ............................ 15,149 8,726
----------- -----------
Loss from continuing operations ................ (15,142) (8,702)
Loss on sale of discontinued operations, net ... -- --
Loss from discontinued operations, net ......... -- (172,124)
----------- -----------
Net loss ....................................... $ (15,142) $ (180,826)
=========== ===========
Weighted average number of common shares
outstanding ................................. 1,496,316 522,338
=========== ===========
Basic and diluted loss per common share:
From continuing operations .................. $ (0.01) $ (0.02)
From discontinued operations ................ -- (0.33)
----------- -----------
Net income (loss) per share ............... $ (0.01) $ (0.35)
=========== ===========
See the accompanying notes to the unaudited condensed financial statements.
Six months ended June 30,
2000 1999
---- ----
(As restated,
see Note 4)
Revenues:
Interest income .................................... $ 22 $ 375
Rental income ...................................... -- --
Other income ....................................... 5,403 --
----------- -----------
Total revenues ........................................ 5,425 375
----------- -----------
Expenses:
Depreciation ....................................... 798 2,395
Legal and professional fees ........................ 17,456 8,500
Other operating and administrative fees ............ 1,620 3,976
----------- -----------
Total expenses ................................... 19,874 14,871
----------- -----------
Loss from continuing operations ....................... (14,449) (14,496)
Loss from discontinued operations, net ................ -- (408,071)
----------- -----------
Net loss .............................................. $ (14,449) $ (422,567)
=========== ===========
Weighted average number of common shares outstanding .. 1,342,661 522,338
=========== ===========
Basic and diluted loss per common share:
From continuing operations ......................... $ (0.01) $ (0.03)
From discontinued operations ....................... -- (0.78)
----------- -----------
Net loss per share ............................... $ (0.01) $ (0.81)
=========== ===========
See the accompanying notes to the unaudited condensed financial statements.
Three months ended Six months ended
June 30 June 30,
2000 1999 2000 1999
---- ---- ---- ----
(As restated, (As restated,
See Note 4) See Note 4)
NET INCOME (LOSS) ...................... $(15,142) (180,826) (14,449) (422,567)
Other comprehensive income (loss):
Unrealized gain on
available-for-sale securities .. -- 323,913 -- 342,740
-------- -------- -------- --------
COMPREHENSIVE INCOME (LOSS) ............ $(15,142) 143,087 (14,449) (79,827)
======== ======== ======== ========
See the accompanying notes to the unaudited condensed financial statements.
Six months ended June 30,
2000 1999
---- ----
(As restated,
see Note 4)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................... $ (14,449) $ (422,567)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation ................................... 798 17,594
Consulting fees ................................ -- 250,000
Changes in working capital components:
Accounts receivable ............................ -- (2,023)
Prepaid and other current assets ............... -- (41,562)
Amounts receivable form related parties ........ -- (4,702)
Accounts payable and accrued expenses .......... 3,540 (65,201)
Amounts due to related parties ................. 9,927 260,199
Exchange difference ............................ -- 12,270
----------- -----------
Net cash provided by (used in)
operating activities ...................... (184) 4,008
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of margin loan payable ............... -- (36,657)
Increase in mortgage loan payable .............. -- 22,963
----------- -----------
Net cash used in financing activities .......... -- (13,694)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS ......... (184) (9,686)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .. 9,176 44,949
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ........ $ 8,992 $ 35,263
=========== ===========
SUPPLEMENTARY DISCLOSURES:
Cash paid for interest ............................ $ -- 189,661
=========== ===========
Noncash financing activities:
Issuance of common stock for convertible promissory
notes payable to a related party ............. $ 2,472,722 $ --
=========== ===========
See the accompanying notes to the unaudited condensed financial statements.
NOTE 1. BASIS OF PRESENTATION
The condensed financial statements included herein have been prepared by Asia SuperNet Corporation (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements and the notes thereto should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 1999. In the opinion of the management of the Company, the accompanying condensed financial statements contain all necessary adjustments to present fairly the financial position, the results of operations and cash flows for the periods reported. All adjustments are a normal recurring nature.
The results of operations for the three-month periods ended June 30, 2000 and June 30, 1999 are not necessarily indicative of the results to be expected for the full year.
NOTE 2. CONTINUING OPERATIONS
These condensed financial statements have been prepared on the going concern basis of accounting which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. The Company is currently operating at a loss, has negative working capital and stockholders’ deficit. Should the Company be unable to continue as a going concern it may be required to realize its assets and settle its liabilities at amounts substantially different from the current carrying values.
The Company’s ability to continue as a going concern is dependent on continued financial support from its principal shareholder, Mr. Fai H. Chan, who has signed a letter of financial support to the Company.
NOTE 3. SUPPLEMENTAL CASH FLOW INFORMATION FOR NONCASH TRANSACTIONS
In June 2000, the convertible promissory notes payable to SAR Trading Ltd. in the amount of $2,472,722 were converted into 1,471,859 shares of common stock of the Company.
NOTE 4. RESTATEMENT
Subsequent to the issuance of the Company’s financial statements for the three months ended March 31, 2000, management determined that amounts due for professional services were inadvertently recorded twice in the first quarter. During the quarter ended June 30, 2000, comprehensive income (loss) was not properly displayed.
NOTE 4. RESTATEMENT (continued)
The effects of the restatement are as follows:
June 30, 2000
----------------------------
As As previously
Restated Reported
-------- -------------
Accounts payable $ 127,361 $ 150,632
Total current liabilities 292,208 315,479
Accumulated deficit (9,273,132) (9,296,403)
Total shareholders' deficit (259,519) (282,790)
Six months ended
June 30, 2000
----------------------------
As As previously
Restated Reported
-------- -------------
Legal and professional fees $ 12,052 $ 35,323
Total expenses 14,470 37,741
Net loss (14,449) (37,720)
Basic and diluted loss per common share (0.01) (0.03)
There were no effects on the results of operations due to the restatement for the three months ended June 30, 2000.
NOTE 5. DISCONTINUED OPERATIONS
During 1999, the Company sold all of its interests in all of its subsidiaries. As such, amounts for the prior period have been conformed to the presentation for discontinued operations.
The following discussion should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 1999, the Condensed Financial Statements of the Company and the related notes thereto, and other financial information that is included elsewhere herein or incorporated by reference.
INTRODUCTION
During 1999, the Company sold all of its interests in all of its subsidiaries. For the six months ended June 30, 2000, the Company had no operations.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
During the six months ended June 30, 2000, revenues consisted of interest income on the cash and cash equivalents and expenses primarily consisted of legal and accounting fees. The discontinued operations in the prior year related to the operations existing at that time which included rental real estate and other investments.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
During the three months ended June 30, 2000, revenues consisted of interest income on the cash and cash equivalents and expenses primarily consisted of legal and accounting fees. The discontinued operations in the prior year related to the operations existing at that time which included rental real estate and other investments.
LIQUIDITY AND CAPITAL RESOURCES
The net cash used in operating activities for the six months ended June 30, 2000 amounted to $184. This is primarily due to the payment of certain expenses, net of interest income. There was no cash provided by or used in investing or financing activities.
The Company has no operations, has negative working capital of $261,915 and a stockholders’ deficit of $259,519. The Company’s ability to continue as a going concern is dependent on continued financial support from its principal shareholder, Mr. Fai H. Chan, who has signed a letter of financial support to the Company.
During the three months ended June 30, 2000, the convertible promissory note payable of $2,472,722 was converted into 1,471,859 shares of common stock of the Company. The issuance of the common stock was made in reliance upon the exemption from registration provided by Section 4(2) of the 1933 Act and Rule 506 of Regulation D adopted under the 1933 Act. The purchasers had access to full information concerning eVision and represented that they acquired the shares for the purchaser’s own accounts and not for the purpose of distribution. The certificates for the shares contain a restrictive legend advising that the shares may not be offered for sale, sold or otherwise transferred without having first been registered under the 1933 Act or unless an exemption from the registration requirements of the 1933 Act is available.
(b) Reports on Form 8-K.
During the three months ended June 30, 2000, the Company filed a Current Report on Form 8-K to report Changes in Control under Item 1 and a Business Acquisition under Item 2, dated June 13, 2000. On August 25, 2000, the Company filed a Current Report on Form 8-K to report the renegotiation of the contract for the Changes in Control under Item 1 and the Business Acquisition under Item 2, as reported June 13, 2000.
Pursuant to the requirements 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.
Dated: September 14, 2001 Asia SuperNet Corporation
A Colorado Corporation
By: /s/Robert H. Trapp
Robert H. Trapp
Secretary and Treasurer