UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2002
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to __________.
Commission File No. 333-3074
NEXLAND, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 37-1356503
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(State or other jurisdiction of incorporation (I.R.S. Employer
Identification Number)
1101 BRICKELL AVENUE, NORTH TOWER, SUITE 200, MIAMI, FLORIDA 33131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305-358-7771)
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(1) Registrant 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
[X] Yes [ ] No
As of May 10, 2002, there were 35,653,385 shares outstanding of issuer's
common stock.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
2
NEXLAND, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS
ENDED MARCH 31, 2002 AND 2001
3
TABLE OF CONTENTS
Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets at March 31, 2002 and
December 31, 2001 (Unaudited)......................................5
Condensed Consolidated Statements of Operations for the three months
ending March 31, 2002 and 2001 (Unaudited)..........................6
Condensed Consolidated Statements of Cash Flows for the three months
ending March 31, 2002 and 2001 (Unaudited).........................7
Notes to Condensed Consolidated Financial Statements.......................8
4
NEXLAND, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001
(UNAUDITED)
ASSETS
March 31, December 31,
2002 2001
-------------- -------------
Current assets:
Cash $ 55,364 $ 39,901
Accounts receivable 179,515 113,739
Inventory 212,282 319,482
Prepaid expenses 174,188 -
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Total current assets 621,349 473,122
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Property and equipment, net 60,145 62,503
Other assets:
Deposits 42,453 32,968
Loan closing cost 39,606 41,960
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82,059 74,928
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Total assets $ 763,553 $ 610,553
=========== ===========
LIABILITIES AND CAPITAL DEFICIT
Current liabilities:
Accounts payable $ 245,949 $ 200,018
Accrued professional fees 275,433 282,093
Accrued expenses 419,308 285,309
Due to related party supplier 694,214 666,209
Convertible debentures 255,000 255,000
Other liabilities 97,356 97,356
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Total current liabilities 1,987,260 1,785,985
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Commitments and contingencies
Capital deficit:
Preferred stock, $0.0001 par value; 10,000,000 shares
shares authorized; no shares outstanding - -
Common stock, $0.0001 par value; 50,000,000 shares
authorized; 35,653,385 and 36,027,378 shares
issued and outstanding, at March 31, 2002 and
December 31, 2001, respectively 3,566 3,566
Additional paid-in capital 3,806,418 3,775,418
Unearned compensation (20,841) (83,340)
Accumulated deficit (5,012,850) (4,871,076)
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Total capital deficit (1,223,707) (1,175,432)
----------- -----------
Total liabilities and capital deficit $ 763,553 $ 610,553
=========== ===========
*Note: The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes to condensed consolidated financial statements.
5
NEXLAND, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)
2002 2001
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Sales $ 1,033,953 $ 757,698
Cost of sales 444,613 441,633
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Gross profit 589,340 316,065
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Operating expenses:
Selling, general and administrative 700,594 813,540
Depreciation and amortiziation 6,967 2,616
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Total operating expenses 707,561 816,156
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Loss from operations (118,221) (500,091)
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Other expense:
Interest expense 23,553 5,555
Other expense - -
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Total other expense 23,553 5,555
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Net loss $ (141,774) $ (505,646)
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Net loss per common share, basic and diluted $ (0.004) $ (0.014)
=========== ===========
Weighted-average number of common shares 35,653,385 36,045,579
============ ===========
See accompanying notes to condensed consolidated financial statements.
6
NEXLAND, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)
2002 2001
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Net cash provided by (used in) operating activities 17,718 (19,226)
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Cash flows from investing activities:
Purchase of property and equipment (2,255) (8,594)
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Cash flows from financing activities:
Proceeds from exercise of warrants and options - 17
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Net increase (decrease) in cash 15,463 (27,803)
Cash, beginning of period 39,901 59,523
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Cash, end of period $ 55,364 $ 31,720
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Supplemental Cash Flow Information:
Cash paid for interest $ 19,729 $ 5,555
========= ==========
Cash paid for taxes $ - $ -
========= ==========
See accompanying notes to condensed consolidated financial statements.
7
NEXLAND, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 1 - FINANCIAL STATEMENTS AND INTERIM PERIOD
In the opinion of the Company, the accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and Regulation SB.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) which are necessary for a fair presentation for the periods
presented have been included. Certain information and footnote disclosures
normally included in the consolidated financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
It is suggested that these condensed consolidated financial statements be read
in conjunction with the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001. The results of operations for the three months ended
March 31, 2002 are not necessarily indicative of the results to be expected for
the full year.
NOTE 2 - STOCK OPTIONS
During the three months ended March 31, 2002, the Company cancelled options to
purchase 616,000 shares of the Company's common stock to certain employees of
the Company and granted options to purchase 154,000 shares of common stock to
these same employees of the Company. The Company accounted for this cancellation
and reissuance of shares under Financial Interpretation No. 44 recognizing
approximately $3,000 in compensation expense. The Company also granted 100,000
options during the three-month period ended March 31, 2002 to certain
consultants. The weighted average fair value of options granted during the three
months ended March 31, 2002 is estimated on the date of the grant, using an
option-pricing model for public companies. The weighted average grant-date fair
value was $0.31 for options whose exercise price was equal to the market price
on the date of the grant. All options granted have an exercise price equal to
the market price on the date of grant.
The Company has elected to account for the stock options under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Accordingly, no compensation expense has been
recognized on the employee stock options. The Company accounts for stock options
granted to consultants under Financial Accounting Standards Board Statement No.
123, "Accounting For Stock-Based Compensation."
The fair value of each option is estimated on the date of grant using the fair
value-pricing model with the assumption:
Risk-free interest rate 6.0%
Expected life (years) 10
Expected volatility 1.23
Expected dividends None
Had the compensation expense for the employee stock options been determined
based on the fair value of the options at the grant date consistent with the
methodology prescribed under Statement of Financial Standards No. 123,
"Accounting for Stock Based Compensation", the Company's net loss for the three
months ended March 31, 2002, would not have changed.
The Company's net loss and loss per share would have been reduced to the pro
forma amounts indicated below:
2002 2001
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Net Loss
As reported $(141,774) $(505,646)
========= =========
Pro forma $(141,774) $(505,646)
========= =========
8
NEXLAND, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
NOTE 3 - GOING CONCERN
The accompanying condensed consolidated financial statements were prepared
assuming that the Company will continue as a going concern. This basis of
accounting contemplates the recovery of the Company's assets and the
satisfaction of its liabilities in the normal course of operations. Since
inception, the Company has been involved in the development of its Internet
sharing devices organizational infrastructure, and the performance of
preliminary marketing and sales. The Company's ultimate ability to attain
profitable operations is dependent upon obtaining additional financing or to
achieve a level of sales adequate to support its cost structure.
Accordingly, there are no assurances that the Company will be successful in
achieving the above plans, or that such plans, if consummated, will enable the
Company to obtain profitable operations or continue as a going concern.
NOTE 4 - SUBSEQUENT EVENTS
In April, 2002, two convertible debentures, with a principal amounts of $50,000
and $15,000 were redeemed for a total of $71,500.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTORY STATEMENTS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This filing contains forward-looking statements, including statements
regarding, among other things, (a) the growth strategies of Nexland, Inc. (the
"Company"), (b) anticipated trends in the Company's industry, (c) the Company's
future financing plans and (d) the Company's ability to obtain financing and
continue operations. In addition, when used in this filing, the words
"believes," "anticipates," "intends," "in anticipation of," and similar words
are intended to identify certain forward-looking statements. These
forward-looking statements are based largely on the Company's expectations and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's control. Actual results could differ materially from these
forward-looking statements as a result of changes in trends in the economy and
the Company's industry, reductions in the availability of financing and other
factors. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.
The Company does not undertake any obligation to publicly release the results of
any revisions to these forward-looking statements that may be made to reflect
any future events or circumstances.
GOING CONCERN
The Company's auditors stated in their reports on the financial statements
of the Company for the years ended December 31, 2001 and December 31, 2000 that
the Company is dependent on outside financing and has had losses since inception
that raise substantial doubt about our ability to continue as a going concern.
For the years ended December 31, 2001 and 2000, the Company incurred net annual
losses of $1,667,202 and $2,876,244, respectively, and the Company had an
accumulated deficit of $4,871,076 and $3,203,874, respectively. Management
believes that resources will be available from private and operating sources in
2002 to continue the marketing of the Company's Internet sharing devices. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Management has established plans intended to increase the sales of the
Company's products. Management intends to seek new capital from new equity
securities offerings to provide funds needed to increase liquidity, fund growth
and implement its business plan; however, no assurance can be given that the
Company will be able to raise any additional capital.
SIGNIFICANT PLANT OR EQUIPMENT PURCHASES
We do not currently anticipate any significant plant or equipment purchases
during the next twelve months.
CHANGES IN THE NUMBER OF EMPLOYEES
We currently have nineteen (19) employees in Miami and seven (7) in Canada.
If the Company is successful in increasing its sales level or in raising
significant new capital, we anticipate hiring five (5) additional personnel
during the remainder of 2002. We believe that these personnel will be adequate
to accomplish the tasks set forth in the plan.
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
(1) REVENUES. For the three months ended March 31, 2002, the Company
had $1,033,953 in revenue consisting of sales of 5,623 units of Internet access
"hardware routers" for small office and home users. During the three months
ended March 31, 2001, the Company had sales of $757,698 from the sale of 4,529
units. During the three months ended March 31, 2002, the average selling price
per unit was $183. For the same period in 2001, the average selling price per
unit was $167. The increase in average selling price is due to the Company
selling more of the higher priced units.
10
(2) COST OF SALES. Cost of sales for the three months ended March 31,
2002 was $444,613, as compared to $441,633 for the same period in 2001. Cost of
sales consisted substantially of the purchase price and in-bound freight of
pre-assembled finished goods inventory from subcontractors in Taiwan, Republic
of China.
(3) GROSS PROFIT. The gross profit of the Company's products was
approximately 57% for the three months ended March 31, 2002, as compared to 42%
for the same period in 2001. The gross profit increased for the three months
ended March 31, 2002 as compared to the same period in 2001 due to lower costs
and increased pricing on new products. The Company expects pricing pressures
from its competition, but management of the Company believes that it will
continue to lower the cost procurement from subcontractors by obtaining the
benefits of lower product costs through volume purchases.
(4) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased to $700,594 for the three months ended March
31, 2002 as compared to $813,540 for the three months ended March 31, 2001. The
decrease of $112,946 is the result of a decrease of legal expenses by $27,000, a
decrease of consulting expenses by $83,000, a decrease of research and
development by $88,000, a decrease of other expenses by $66,000 and an increase
in payroll expense by $151,000. During this period, the Company had one
transaction that resulted in non-cash expenditures. The Company recorded a
charge of $62,499 in connection with the issuance of common stock to the Chief
Financial Officer to amortize his unearned compensation in accordance with his
employment agreement. During the comparable period in 2001, the Company had
three non-cash transactions that resulted in non-cash expenditures: i) a company
controlled by one of our principal shareholders, incurred research and
development costs on our behalf for the further development of our Internet
access hardware routers for $113,919; ii) the Company recorded a charge of
$62,499 in connection with the issuance of common stock to the Chief Financial
Officer to amortize his unearned compensation in accordance with his employment
agreement; iii) the Company incurred an expense of $88,591 in connection with
the issuance of common stock for consulting services relating to venture capital
and, or debt financing. The Company expects to increase its selling, general and
administrative in the future in proportion to the Company's anticipated growth
in sales.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has relied principally upon the proceeds of
private equity financings and loans to fund its working capital requirements and
capital expenditures. The Company's net cash provided by operating activities
for the three months ended March 31, 2002 was $17,718, compared to cash used in
operating activities of ($19,226) for the three months ended March 31, 2001, an
increase of $36,944. This increase resulted from decreases in the Company's net
loss, which included non-cash charges of $62,499 for compensation in connection
with an employment agreement, $31,000 for a deferred consulting expense, $4,613
for depreciation expense, $2,354 for amortization expense, $65,776 for increase
in accounts receivable, $107,200 for a decrease in inventory, $174,188 for an
increase in prepaid expenses, $9,485 for an increase in deposits and other
assets, $45,931 for an increase in accounts payable, $6,660 for a decrease in
accrued professional fees, $133,999 for an increase in accrued expenses, and
$28,005 for an increase due to related party supplier.
The Company's net cash used by investing activities for the three-months
period ended March 31, 2002 was $2,255 for purchase of property and equipment.
The Company had no net cash provided by financing activities.
The Company has no assured available financial resources to meet its March
31, 2002 working capital deficit of $1,365,911 and future operating costs.
The Company is seeking additional equity capital from private and public
offerings. There is no assurance that the Company will be able to raise such
additional capital during the next 12 months. If the Company is unable to obtain
the necessary additional capital, the Company may be required to change its
proposed business plan and decrease its planned operations, which could have a
material adverse effect upon its business, financial condition, or results of
operations.
The management of the Company has taken the following steps to improve its
cash flow:
(a) On January 31, 2001, the Company, entered into a Factoring
Agreement. The agreement was renewed on January 31, 2002. The Company has
assigned substantially all of its accounts receivable to the factor, typically
on a recourse basis. The Company may request advances up to 75% of the eligible
receivables. The factor charges the Company a commission equal to .0667% per day
for each uncollected receivable from the invoice date to the payment date of
such invoice, plus interest on advanced funds equal to the greater of 10% or the
interest publicly announced by Citibank N. A., plus 2%.
11
(b) On March 19, 2001, the Company also entered into a Securities
Purchase Agreement with third-party investors and a Placement Agent Agreement to
provide up to $250,000 less certain fees and expenses of the placement agent by
the issuance of convertible debentures. The debentures bear interest at 6% per
year and convert into the Company's common stock. In connection with the
issuance of such debentures, the difference between the conversion price and the
fair value of the common stock to which the debentures are convertible,
multiplied by the number of shares into which the debt is convertible at the
issuance date of the debt are recorded as intrinsic value of the beneficial
conversion feature and charged to interest expense in the Company's statement of
operations. We recorded $76,819 of interest expense in the second quarter of
2001. Through March 31, 2001, the Company issued debentures of $255,000 from
which the Company received net proceeds of approximately $213,040. The debenture
holders are entitled to convert all or part of the principal amount plus accrued
interest into shares of the Company's common stock equal to either (a) an amount
equal to 120% of the closing bid price of the Company's common stock as of the
date of the debenture issuance or (b) an amount equal to 80% of the lowest three
closing bid prices of the Company's common stock for the 10 days immediately
preceding the date of conversion of the debenture. The debentures are
subordinate and junior in right of payment to all accounts payable of the
Company incurred in the ordinary course of business and/or bank debt of the
Company not to exceed $250,000. The Company has the right to require the
debenture holders to convert any unpaid principal and accrued interest on the
debentures upon the five-year anniversary of the debenture issuance.
In April, 2002, two convertible debentures in the principal amounts of
$50,000 and $15,000, respectively, were redeemed for $55,000 and $16,500,
respectively, which included an aggregate amount of accrued interest of
approximately $4,000 and penalties in connection with delays in registering
common stock underlying the debentures of approximately $2,500.
RISK FACTORS
Our Company is subject to various risks which may materially harm our
business, financial condition and results of operations. Certain risks are
discussed below.
WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE
We have historically lost money. For the three months ended March 31, 2002,
we sustained losses of $0.14 million. For the year ended December 31, 2001 and
the year ended December 31, 2000, we sustained losses of $1.67 million and $2.88
million, respectively. Future losses are likely to occur. Our independent
auditors have noted that our Company may not have significant cash or other
material assets to cover its operating costs and to allow it to continue as a
going concern. Our ability to obtain additional funding will determine our
ability to continue as a going concern. Accordingly, we may experience
significant liquidity and cash flow problems if we are not able to raise
additional capital as needed and on acceptable terms. No assurances can be given
that we will be successful in reaching or maintaining profitable operations.
WE HAVE BEEN THE SUBJECT OF A GOING CONCERN OPINION FROM OUR INDEPENDENT
AUDITORS
Our independent auditors have added explanatory paragraphs to their audit
opinions issued in connection with the 2001 and 2000 financial statements which
states that our Company is dependent on outside financing and has had losses
since inception that raise substantial doubt about our ability to continue as a
going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
WE HAVE BEEN AND CONTINUE TO BE SUBJECT TO A WORKING CAPITAL DEFICIT AND
ACCUMULATED DEFICIT
We had a working capital deficit of $1.4 million at March 31, 2002. We had
a working capital deficit of $1.3 million and $0.6 million and at December 31,
2001 and 2000, respectively. We had an accumulated deficit of $5.0 million at
March 31, 2002. We had an accumulated deficit of $4.9 million and $3.2 million
at December 31, 2001 and 2000, respectively. Our ability to obtain additional
funding will determine our ability to continue as a going concern. Accordingly,
we may experience significant liquidity and cash flow problems if we are not
able to raise additional capital as needed and on acceptable terms. No
assurances can be given that we will be successful in reaching or maintaining
profitable operations.
12
WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL
Our success largely depends on the efforts and abilities of key executives
and consultants, including Gregory S. Levine, our President and a Director of
our Company, and Martin Dell'Oca, our Chief Financial Officer and a Director of
our Company. The loss of the services of any of these people could materially
harm our business because of the cost and time necessary to replace and train
such personnel. Such a loss would also divert management attention away from
operational issues. We have entered into employment agreements with Mr. Levine
and Mr. Dell'Oca, respectively. We do not maintain key-man life insurance
policies on any of these people.
13
PART II
ITEM 1. LEGAL PROCEEDINGS
The officers and directors of our Company believe that to the best of their
knowledge, neither our Company nor any of its officers and Directors are parties
to any legal proceeding or litigation. Further, the officers and directors know
of no threatened or contemplated legal proceedings or litigation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. EXHIBITS
The following documents are incorporated herein by reference from the
Registrant's Form S-1 Registration Statement filed with the Securities and
Exchange Commission (the "Commission"), Commission file #333-3074 on April 1,
1996 and declared effective by the Commission August 16, 1996:
NUMBER DOCUMENT
- ------ --------
3.1 Articles of Incorporation.
3.2 Amended Articles of Incorporation.
3.3 Bylaws of the Company.
4.1 Specimen certificate for Common Stock.
4.2 Specimen certificate for Class A Redeemable Warrants.
4.3 Specimen certificate for Class B Redeemable Warrants.
The following documents are incorporated herein by reference from the
Registrant's Form 10-K Annual Report for the period ended December 31, 1997:
99.1 Stock Purchase Agreement.
99.2 Employment Agreement with Fred Schmid.
The following documents are incorporated herein by reference from the
Registrant's Form 10-K Annual Report for the period ended December 31, 1998:
3.3 Amended Articles of Incorporation dated December 31, 1997.
3.4 Amended Articles of Incorporation dated April 15, 1998.
14
The following documents are incorporated herein by reference from the
Registrant's Post Effective Amendment 1 to Form S-1 Registration Statement filed
with the Commission, Commission file #333-3074 on June 17,1998 and declared
effective by the Commission June 19,1998:
3.3 Amended Articles of Incorporation dated December 31, 1997.
3.4 Amended Articles of Incorporation dated April 15, 1998.
The following documents are incorporated herein by reference from the
Registrant's Form 8-K Report filed on December 3, 1999:
2. Acquisition Agreement and Exhibits attached thereto.
The following documents are incorporated by reference from the Registrant's
Post-Effective Amendment 2 to Form S-1 Registration Statement filed with the
Commission, Commission file #333-3074 on April 3, 2000.
10.1 March 14, 2000, Consulting Agreement between Nexland S.A. and the
Company.
10.2 November 17, 1999, Mutual Non-Competition Agreement between
Nexland, S.A. and the Company.
10.3 November 17, 1999 Co-Operation Agreement between Smerwick, Ltd. and
the Company.
The following documents are incorporated by reference from the
Registrant's Form 8K filed with the Commission, Commission file
#333-3074 on May 12, 2000.
10.4 Employment Contract of Enrique Dillon.
10.5 Employment Contract of Martin Dell'Oca.
The following documents are incorporated by reference from the Registrant's
Form 10-K filed with the Commission on May 14, 2001:
4.4 2000 Stock Incentive Plan
10.6 Promissory Note dated August 1, 2000, by the Company payable to
Israel D. Sultan
10.7 Conversion Agreement dated October 26, 2000, between Israel D.
Sultan and the Company.
10.8 Line of Credit Agreement dated March 19, 2001, between Cornell
Capital Partners, L.P. and the Company.
10.9 Registration Rights Agreement dated March 19, 2001, between Cornell
Capital Partners, L.P. and the Company.
10.10 Escrow Agreement dated March 19, 2001, between Cornell Capital
Partners, L.P., the Company, Butler Gonzalez LLP and First Union
National Bank.
10.11 Form of Convertible Debenture
10.12 Consulting Services Agreement dated March 19, 2001, between
Yorkville Advisors Management, L.L.C. and the Company.
10.13 Securities Purchase Agreement dated March 19, 2001, between the
investors on Schedule I attached thereto (the "Investors") and the
Company.
10.14 Registration Rights Agreement dated March 19, 2001, between the
Investors and the Company.
10.15 Placement Agent Agreement dated March 19, 2001, between May Davis
Group, Inc. ("May Davis") and the Company.
10.16 Escrow Agreement dated March 19, 2001, between May Davis, the
Company and First Union National Bank.
The following documents are incorporated by reference from the Registrant's
Form 10-Q filed with the Commission on November 14, 2001:
10.17 Employment Agreement, effective August 16, 2001, between the
Company and Robert W. Nelson.
15
SIGNATURES
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: May 15, 2002 NEXLAND, INC.
By: /s/ Martin Dell'Oca
________________________
Martin Dell'Oca
Chief Financial Officer