SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-SB-A-2
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE FINANCIAL COMMERCE NETWORK, INC.
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(Exact name of the registrant as specified in its charter)
0-27971
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(SEC Registration Number)
Nevada 22-2582276
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(State or other jurisdiction of (I.R.S. employer
Incorporation or Organization) identification no.)
63 Wall Street
New York, NY 10005
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(Address of principal executive offices) (Zip code)
Registrant's Telephone number, including area code (212) 742-9870
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Names of each exchange on which
to be So Registered Each Class is to be Registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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(Title of Class)
ITEM 1: BUSINESS
(a) BUSINESS HISTORY
The Company was organized as a corporation in Washington on July 11,
1969. Prior to March 1999, the Company had not had any material operations for
some years.
On February 16, 1999, the Company's Board of Directors authorized the
issuance of an option to certain shareholders, to purchase 15 million shares of
the Company's common stock for a conversion price of $5,000 in consideration of
the forgiveness of certain loans made by the shareholders to the Company. On
February 24, 1999, that option was purchased from the shareholders by David
Weiss, a former employee of Alexander, Wescott & Co., Inc., for $95,000. The
previous Board of Directors of the Company resigned effective February 26, 1999.
Prior to resigning, the Board appointed David Weiss and his appointee as
directors. Subsequently, the remaining members of the Board were appointed.
On March 11, 1999, Mr. Weiss exercised his option to purchase the 15
million shares. He then contributed 13.5 million shares back to the Company to
enable it to acquire operating subsidiaries. On March 29, 1999, the Company
acquired Alexander, Wescott & Co., Inc. ("ALWC") as a wholly-owned subsidiary.
ALWC is a registered broker-dealer with the United States Securities and
Exchange Commission ("SEC") and a member of the National Association of
Securities Dealers, Inc. ("NASD"). ALWC was a wholly-owned subsidiary of
Alexander, Wescott Holdings, Inc., a holding company predominately owned by
Richard H. Bach, the present chairman and chief executive officer of the
Company. The acquisition was in exchange of 13.5 million shares, or 68% of the
issued and outstanding stock of the Company, of common stock of the Company
issued to the holding company. Alexander, Wescott Holdings, Inc. subsequently
conducted a self tender of its shares of common stock in exchange for shares of
the Company. The purpose of the self tender was to distribute the consideration
for the sale of Alexander, Wescott Holdings, Inc.'s principle asset to the
shareholders and to avoid converting Alexander, Wescott Holdings, Inc. into an
investment company. See, Item 4, Security Ownership of Certain Beneficial Owners
and Management.
Pursuant to the approval of the Company's shareholders at a
Shareholders Meeting held on May 13, 1999, the Company re-incorporated in Nevada
as Intrex.com, Inc., effective May 19, 1999. On September 8, 1999, the Company
changed its name to The Financial Commerce Network, Inc. The Company maintains
its principal office at 63 Wall Street, New York, New York 10005.
(b) BUSINESS OF ISSUER
The Company is developing a comprehensive high-end financial and
information services portal on the Internet for accredited investors and
institutions. The portal, called 'The Financial Commerce Network' or TFCN.com,
was launched on September 30, 1999. The portal is intended to be fully
interactive and will be an expansion on the services presently offered by
on-line investment sites such as
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those provided by Siebert Financial Corp., E*Trade Group and Ameritrade Holding
Corp. It is intended that a user of the portal would be afforded many products
and servicessuch as on-line trading, block trades, private placements, IPOs,
bond offerings, equity research and other matters. The trades will be executed
through ALWC and such other registered broker dealers as the Company will
acquire or with which the Company shall enter into strategic alliances.
The Company's comprehensive, financial and information services Web
portal is aimed at providing institutional investors and accredited private
investors with comprehensive and seamless access to a broad array of
informational and transactional services. TFCN.com will be a 'private club,'
offering members an array of services typically only available through a private
banking relationship.
Initially the services of TFCN.com will be made available to the
existing clients of ALWC, although the Company intends to market its services to
others in the future.
It is anticipated that revenues will be generated from membership fees
and commissions from trading earned by the Company's registered broker dealer
subsidiary.
The Company believes that TFCN.com will become the first online source
to offer all the following products and services:
PRODUCTS:
- - Online Prime Brokerage
- - Online trading
- - Online Block trading
- - Self-directed trade routing (if desired)
- - Private Placements
- - IPOs
- - Secondary Offerings
- - Asset Management
- - Foreign Equities
- - "Hedgeworld," which is an information location containing information
concerning hedge funds
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- - 2-way connections to other broker-dealers, information vendors etc.
SERVICES:
- - Equity Research
- - Analytical tools
- - Real-time quotes
- - News feeds
- - Information concerning news events, merger and acquisition activity in the
market, etc.
- - Concierge (hotel reservations; theater, concerts and sports tickets etc.)
It is anticipated that customers will have direct access to market
makers and the New York Stock Exchange floor and will be able to execute trades
through several different sources while consolidating all transactions in a
single prime brokerage account that can be accessed from any location worldwide.
It is anticipated that customers will also be able to choose where and how to
route their orders, a level of control in trading currently unavailable through
normal broker-dealer relationships.
The Company believes that by merging the convenience and reach of the
Internet with the selection and simplicity of a prime brokerage account,
TFCN.com will provide a new type of service in online investing. In addition to
benefitting from online informational and transactional services, it is
anticipated that TFCN.com customers will be able to obtain individualized
assistance from a trained team of account managers of the Company, available day
and night, and reachable on the site and through a designated toll-free phone
number.
The Company currently has an existing revenue stream through its
acquisition of ALWC, which continues to operate as a registered broker dealer
and which generated in excess of $7 million in revenues in 1998. Revenues for
the nine months ended September 30, 1999 were approximately $1,449,000.
The Company's online services will initially be limited to the
following products and services:
- - Trading in listed US Equities
- - Prime Brokerage
- - Private Placements
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- - Listed Options
- - Limited concierge (hotel reservations; theater, concerts and sports
tickets etc.)
In the future, it is planned that other services will be added,
eventually enabling customers to customize their transactional interface with
TFCN.com. These products and services will include:
- - Fixed Income trading
- - Derivatives trading
- - Restricted stock trading
- - IPOs
- - Self-directed trade routing (if desired)
- - Secondary Offerings
- - Asset Management
- - Foreign Equities
- - "Hedgeworld"
- - 2-way connections to other broker-dealers, information vendors etc
- - Equity Research
- - Analytical tools
- - Real-time quotes
- - News feeds
- - Information concerning news events, merger and acquisition activity in the
market, etc.
- - Expanded concierge (hotel reservations; theater, concerts and sports
tickets etc.)
ALEXANDER, WESCOTT & CO, INC.:
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ALWC is presently the principal subsidiary of the Company. It is a full
service broker/dealer which provides order execution, block trading and
investment banking services. ALWC is registered as a broker/dealer with the
Securities and Exchange Commission (SEC), the National Association of Securities
Dealers, Inc. (NASD), the Municipal Securities Rulemaking Board (MSRB) and the
Securities Investor Protection Corporation (SIPC).
ALWC was acquired by the Company on March 29, 1999. ALWC was a
wholly-owned subsidiary of Alexander, Wescott Holdings, Inc., a holding company
predominately owned by Richard H. Bach, the present chairman and chief executive
officer of the Company. The acquisition was in exchange of 13.5 million shares
of common stock of The Financial Commerce Network issued to the holding company.
ALWC's approach to the securities business is similar to a private
bank. ALWC believes in looking after the needs of its clients, both institutions
and individuals, with the objective of establishing long-term relationships.
ALWC's staff of approximately 25 investment professionals, in two offices,
provide order execution, block trades and investment banking services. ALWC
executes client orders through its trading desk in New York and specializes in
block trades and third-market executions.
The firm assists Small and Micro capitalization companies in raising
funds through Private Placements and Bridge Loans. This sector of small, growing
businesses has difficulty raising capital and gaining access to "Wall Street".
ALWC introduces its clients on a fully disclosed basis to Spear Leeds &
Kellogg. A "fully disclosed" account is an account in which the clearing firm
maintains an account in the name of the client, as opposed to an "omnibus"
account which is maintained only in the name of the introducing broker dealer.
ALWC TRADING DEPARTMENT: Based in New York City, ALWC's trading desk
executes orders for institutional clients and high net worth individuals. The
desk also specializes in block trades and third-market executions. The desk
executes both buy and sell orders, with the net cost usually being better than
the offer on the buy-side and better than the bid on the sell-side. The firm's
traders have developed an expertise in trading in the middle of the spread. By
trading in the middle of the spread, the department can generate profits while
still remaining highly competitive. The firm also operates as a "market maker"
in the securities of certain companies. This means that ALWC purchases and sells
such securities for the purpose of creating a market for the purchasers and
sellers of such securities. ALWC's status as a market maker requires it to
maintain a higher minimum net capital, as required under the federal securities
laws, than other broker dealers which do not make markets.
INSTITUTIONAL AND ACCREDITED INVESTOR SALES DEPARTMENT: Located in both
of the firm's offices, the sales department is compiled of approximately 10
registered representatives specializing in institutional and private client
sales. The firm primarily services clients that qualify as "accredited
investors"
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for the purposes of the federal securities laws. An accredited investor is
defined under the federal securities laws as an investor who meets one or more
of the following criteria:
* A natural person whose net worth with his spouse exceeds $1 million;
* A natural person who had individual income in excess of $200,000 in
each of the two most recent years or joint income with his spouse in excess of
$300,000 in each of those years and who reasonably expects to reach the same
income level in the current year;
* A corporation, Massachusetts or similar business trust or partnership
or organization described in Section 501(c)(3) of the Internal Revenue Code,
with total assets in excess of $5 million;
* Either (i) a bank as described in Section 3(a)(2) of the Securities
Act of 1933, or any savings and loan association or other institution as defined
in Section 3(a)(5)(A) of the Securities Act of 1933 whether acting in its
individual or fiduciary capacity, or any broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, (ii) an insurance company as
defined in Section 2(13) of the Securities Act, (iii) an investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in Section 2 (a)(48) of such Act, (iv) a Small Business
Investment Company licensed by the U.S. Small Business Administration under
Section 301 (c) or (d) of the Small Business Investment Act of 1958, or (v) an
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, if the investment decision is made by a plan
fiduciary, as defined in Section 3 (21) of such Act, which plan fiduciary is
either a bank, savings and loan association, insurance company or registered
investment advisor, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self directed plan, with investment decisions made solely
by persons who are accredited investors;
* A private business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940;
* A director, executive officer or general partner of the Company;
* A trust, with total assets in excess of $5 million whose purpose is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
Regulation D of the Securities Act; or
* An entity in which all of the equity owners are accredited investors.
This department generates a significant percentage of the firm's total
revenues via commissions (both agency and principal) on brokerage transactions
resulting from the sale of equity and fixed income securities. Many of the
firm's clients are institutions, such as fund managers, banks and other
broker/dealers, and high net worth individuals. The firm focuses on hiring
seasoned brokers with an established book of clients who are located throughout
the U.S., Europe and other parts of the world. This
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reduces both the typical production "start-up" delays associated with
inexperienced salesmen and the failure or attrition of those new recruits.
Furthermore, by acquiring more seasoned professionals, the firm can service its
clients better and increase its production faster with producing salesmen. The
firm is currently registered in 40 states, and anticipates being registered in
more as it continues to grow.
CORPORATE FINANCE DEPARTMENT: ALWC's investment banking activities
encompass raising capital for small, growing public corporations through Private
Placements and Bridge Loans. ALWC's investment banking clients are carefully
selected, undervalued firms with strong growth potential. In connection with its
investment banking activities, ALWC provides a full compliment of services to
its corporate clients. In addition to the public or private financing of a
corporate client, these services may include participation in the corporation's
active development as an investment banker and consultant generating fee income.
CLEARING ACCOUNTS AND OPERATIONS: ALWC introduces its clients on a
fully disclosed basis to Spear Leeds & Kellogg. The firm chose to clear its
business since this results in substituting a variable cost for a fixed cost.
ALWC does not hold any funds or securities of its customers and does not
directly settle or clear either its own or its customers' securities
transactions. Spear Leeds & Kellogg's clearing services include billing and
credit control, and receipt, custody and delivery of securities, on a fee basis.
These services relieve ALWC from most of the "back office" functions associated
with brokerage activities and free the firm from the need and expense of
expanding its operations department based in New York, New York.
COMPETITION
The Company and ALWC serve overlapping interests. The Company, through
its Internet portal, provides clients access to the United States trading
markets. However, because the Company is not a registered broker dealer, it
cannot provide that access directly. ALWC, a registered broker dealer, provides
that access to the trading markets for those clients that use the Internet
portal. However, ALWC also services other clients who choose not to use the
Company's Internet portal.
THE COMPANY: There are existing entities conducting business and
competing with the Company on various levels. Most of them have been in business
for a far longer period than the Company and are larger and more established
than the Company, such as Merrill Lynch & Co., PaineWebber, W.R. Hambrecht Inc.
and Wit Capital. There are also other competing companies that are relatively
new to this business, such as DLJDirect, Datek and E*Trade.
Existing competitors tend to focus on specific product lines or groups
of product lines. For the established firms, those services are primarily
delivered in person, through the mail or over the telephone. While the Internet
provides them with a complimentary communications channel it has a limited
product distribution capability in the manner in which such competitors use it.
For the newer companies, the
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Internet has become the primary communication and distribution channel, but
these firms tend to focus on a more main stream customer.
For example, PaineWebber Global Prime Brokerage
(www.globalprimebroker.com) primarily serves institutional customers, providing
clearing and custody services, global institutional sales and trading services,
bridge financing and equity and economic research. Merrill Lynch's Internet
services (announced June 1, 1999 and anticipated to begin operations later this
year) focuses on online trading and asset management for wealthy individuals.
Wit Capital (www.witcapital.com) is focused on underwriting securities offerings
through the Internet. W.R. Hambrecht Inc. (www.wrhambrecht.com) is focused on
underwriting securities offerings of emerging technology companies. E*Trade
provides online trading to any investor, but does not provide research and other
services to its customers.
The Company's strategy is to develop a Web portal site that will
provide the institutional and high net worth customer with a diverse number of
financial services and products in a unified site with the Internet as the
primary communication and product distribution channel.
Very few firms presently offer such a broad selection of products and
services, as is envisioned for the Company's Web portal site, for a
sophisticated customer.
ALWC: The principal competitors of ALWC are Off Road Capital.com, Wit
Capital, Virtual Wall Street and E Investment Bank. These entities all offer
investment banking and trading for accredited investors. Their investment
banking activities include IPOs, secondary offerings, private equity and venture
capital, etc. They also offer on line trading linked to most of the major
exchanges and the Nasdaq.
GOVERNMENT REGULATIONS
Certain aspects of the Company's business, as that of its competitors
and the financial services industry in general, are subject to stringent
regulation by U.S. Federal and state regulatory agencies and securities
exchanges, each of which have been charged with the protection of the financial
markets and the interests of those participating in those markets. These
regulatory agencies in the United States include, among others, the Securities
and Exchange Commission ("SEC"), Municipal Securities Rulemaking Board ("MSRB"),
the National Association of Securities Dealers, Inc. ("NASD") and the NASD
Regulation, Inc. ("NASDR").
Additional legislation and regulations and changes in rules promulgated
by the SEC or other U.S. Federal and state governmental regulatory authorities
and self-regulatory organizations and by non-U.S. governments and governmental
regulatory agencies may directly affect the manner of operation and
profitability of ALWC.
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ALWC is a registered as broker-dealer with the SEC and as such is
subject to regulation by the SEC and by self-regulatory organizations, such as
the NASD and any securities exchanges of which it may become a member.
ALWC is subject to Rule 15c3-1 under the Securities Exchange Act of
1934 which is designed to measure the general financial condition and liquidity
of a broker-dealer. Under this rule, they are required to maintain the minimum
net capital deemed necessary to meet broker-dealers' continuing commitments to
customers and others. Under certain circumstances, this rule limits the ability
of the Company to withdraw capital from such broker-dealers.
Broker-dealers are also subject to other regulations covering the
operations of their business, including sales and trading practices, use of
client funds and securities, and conduct of directors, officers, and employees.
Broker-dealers are also subject to regulation by state securities administrators
in those states where they do business. Violations of the stringent regulations
governing the actions of a broker-dealer can result in the revocation of
broker-dealer licenses, the imposition of censures or fines, the issuance of
cease and desist orders and the suspension or expulsion from the securities
business of a firm, its officers, or employees. The SEC and the national
securities exchanges emphasize in particular the need for supervision and
control by broker-dealers of their employees.
TRADEMARKS
The Company is in the process of applying for a trademark for "TFCN."
PATENTS
The Company has no patents.
EMPLOYEES
The Company employs a full-time staff of approximately twenty-five, and
has made arrangements with independent contractors for various purposes,
including the development of the Web portal site discussed above. The Company
considers its relations with its employees to be satisfactory.
ITEM 2: FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion covers only the operations of the operating
subsidiary, Alexander, Wescott & Co., Inc. ("ALWC") for the nine months ended
September 30, 1998. The Financial Commerce Network, Inc. had no operations for
this period.
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RESULTS OF OPERATIONS
Results of Operations for The Financial Commerce Network, Inc. prior to
March 29, 1999 were not material. Accordingly, the results reported below
pertain only to the Company's sole operating subsidiary ALWC prior to March 29,
1999. Both the Company's and ALWC's fiscal year ends on December 31st.
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
NET LOSSES
For the nine-month periods ended September 30, 1999 and 1998, the
Company incurred a net loss of $23,350,285 and a net profit of $181,485,
respectively. Explanations of these results are set forth below.
REVENUE
For the nine-month period ended September 30, 1999, the Company
recorded revenue of $1,449,138 as compared to $6,255,386 for the same period
ended September 30, 1998.
During the nine month period ended September 30, 1999, ALWC's trading
and commission revenue was $954,880 and revenue from investment banking was
$355,951. During the nine month period ended September 30, 1998, ALWC's trading
and commission revenue was $2,620,355 and revenue from investment banking was
$3,316,874.
The decline in revenues in 1999 and resulting losses were anticipated
when the decision was made to refocus the Company's business plan and to develop
the Internet portal in late 1998.
During the latter half of 1998, ALWC decided to extricate itself from
the retail brokerage business. It sold one of its branch offices to another
registered broker dealer and closed two other offices. The sale of the branch
office was in consideration for the buyer's assumption of certain lease
obligation and for a percentage of the trading commissions generated by the
office for one year. The buyer never made any payments. The Company ceased to do
any retail business at December 31, 1998. This had the effect of reducing
revenues approximately 20%.
Early in 1999,it was decided that ALWC should no longer continue
proprietary trading. This had been profitable in the past and accounted for
nearly one third of total revenues but placed ALWC's capital at risk.
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Lastly, management recognized that the Company would have to devote a
substantial amount of time to launch the new Internet portal and to build a new
managerial team with the requisite technical expertise and experience to ensure
a successful outcome. This had the effect of reducing revenues from private
placement significantly. This has largely been completed and the Company has
returned to rebuilding its business and client base. The Company will primarily
concentrate on execution services for its clients, private placements and third
market executions for other broker dealers.
EXPENSES
On March 29, 1999, ALWC was acquired by the Company from Alexander,
Wescott Holdings, Inc. This acquisition had a profound but temporary effect on
the Company's operating results as explained above and included substantial
accruals which are reflected in the September 30, 1999 balance sheet as a result
of the acquisition of ALWC.
GENERAL AND ADMINISTRATIVE
General and administrative costs consist primarily of employee
compensation and benefits and occupancy costs. Significant costs are attributed
to the Company becoming a reporting public company. This status will increase
audit and legal costs significantly. In relation to the Company becoming a
public company, the cost of corporate relations will also increase as quarterly
reports and other investor information is required. The Company anticipates that
its General and Administrative costs (as a percentage of costs) will decline as
the Company's operations expand.
General and administrative expenses increased to $22,301,306 for the
nine-month period ended September 30, 1999 compared to $5,952,901 for the
nine-month period ended September 30, 1998, an increase which was mostly
attributable to the issuance of stock options with an exercise price below the
market price.
The Company has established a valuation allowance for its deferred tax
assets, which arose from operating losses and timing differences for the
recognition of compensation associated with the options that were granted during
the third quarter of 1999. In order for the Company to recognize a portion or
all of this benefit, it must attain profitable operations. Due to the lack of
operating history in the current businesses in which the Company derives its
revenues, the Company cannot be assured when and if it will attain profitable
operations sufficient to realize any of these deferred tax benefits.
FISCAL YEARS ENDED DECEMBER 31, 1998 AND 1997
The following discussion covers only the operations of ALWC for the
years ended December 31, 1998 and 1997 as The Financial Commerce Network, Inc.
had no operations during these periods.
NET LOSSES AND PROFITS
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For the year ended December 31, 1998, ALWC incurred a net loss of
$85,331. For the 1997 fiscal period ALWC had a net profit of $443,493.
Explanations of these results are set forth below.
REVENUE
For fiscal 1998 and the 1997 fiscal period ALWC's revenue was
$7,117,676 and $5,862,216, respectively. During fiscal 1998, ALWC's trading and
commission revenue was $3,438,171 and revenue from investment banking was
$3,502,903. During fiscal 1997, revenue from trading and commissions was
$3,050,175 and revenue from investment banking was $2,784,727. The increase in
revenues during 1998 over 1997 was primarily attributable to normal growth of
ALWC and increased investment banking and trading commissions.
EXPENSES
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased to $7,260,007 for fiscal
1998 compared to $5,163,723 for fiscal 1997, an increase of $2,096,284. This
increase was primarily attributable to increases in compensation and benefits
and clearance and communication charges. These increases were partly the result
of increased revenues as described above.
LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
During the nine months ended September 30, 1999, the Company used cash
for operating activities of approximately $2,345,000 compared to cash generated
from operations for the nine months ended September 30, 1998 of approximately
$76,000. Cash used for operations for the nine months ended September 30, 1999
resulted from the Company's net loss of approximately $23,350,285, of which
$21,369,482 was a non-cash loss, partially offset by an increase in accounts
payable and accrued expenses. Cash provided by operations for the nine months
ended September 30, 1998 resulted from the Company's net income.
During the nine months ended September 30, 1999 the Company generated
cash from financing activities of approximately $2,733,000 compared to
approximately $25,000 for the nine months ended September 30, 1998. The cash
generated during the nine months ended September 30, 1999 was attributable to
sales of common stock and preferred stock and advances from affiliates and
shareholders. The cash provided during the nine months ended September 30, 1998
was attributable to capital contributions reduced by advances to affiliates.
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ALWC has funded a portion of its activities through September 30, 1999
from the net proceeds of private placement of its securities.
At September 30, 1999, ALWC had current assets of $2,499,862 and
current liabilities of $1,823,453.
At September 30, 1999 accounts payable and accrued expenses include
accounts payable of $458,447, payroll and related liabilities $498,066 and
accrued expenses of $209,201. These amounts include the assumption of
approximately $572,000 as part of the acquisition of ALWC
In addition, implementation of the Company's business plan requires
capital resources substantially greater than those currently available to the
Company. The Company may determine, depending on the opportunities available to
it, to seek additional debt or equity financing to fund the cost of continuing
expansion. There can be no assurance that additional equity financing will be
available. If neither additional debt or equity financing is available, the
Company might seek loans. In addition, the Company might seek some sort of
strategic alliance with another company that would provide equity to the
Company.
To the extent that the Company finances expansion through the issuance
of additional equity securities, any such issuance would result in dilution of
the interests of the Company's stockholders. Additionally, to the extent that
the Company incurs indebtedness or issues debt securities to finance expansion
activities, it will be subject to all of the risks associated with incurring
substantial indebtedness, including the risks that interest rates may fluctuate
and cash flow may be insufficient to pay the principal of, and interest on, any
such indebtedness.
The Company has no current arrangements with respect to, or sources
of, additional financing, and it is not contemplated that its existing
stockholders will provide any portion of the Company's future financing
requirements. There can be no assurance that any additional financing will be
available to the Company on acceptable terms, or at all. The inability of the
Company to obtain financing when needed will have a material adverse effect on
the Company.
FISCAL YEARS ENDED DECEMBER 31, 1998 AND 1997
During the year ended December 31, 1998 the Company used cash for
operations of approximately $469,000 compared with cash used for operations of
approximately $30,000 for the year ended December 31, 1997. Cash used for
operations for the 1998 year resulted from the Company's net loss of
approximately $85,000, increases in investments owned of approximately $139,000,
unrealized appreciation on investments of approximately $141,000, decreases in
securities sold, not yet purchased, of approximately $119,000 and commissions
payable of $165,000 partially offset by increases in accounts payable and
accrued expenses of $156,000 and amounts due to the clearing broker of $108,000.
Cash used for operations for the 1997 year resulted from increases in
investments owned of approximately $662,000 and other current assets of
approximately $285,000 partially offset by the Company's net
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income of approximately $443,000 and increases in securities sold, not yet
purchased, of approximately $148,000 and commissions payable of approximately
$278,000.
During the year ended December 31, 1998 cash used in investing
activities amounted to approximately $204,000 compared to cash provided by
investing activities of approximately $204,000 for the year ended December 31,
1997. In 1998 the cash used was attributable to advances to affiliates and in
1997 the cash provided was attributable to advances from affiliates.
During the year ended December 31, 1998 cash provided by financing
activities of approximately $535,000 was attributable to capital contributions.
INFLATION
The Company believes that the impact of inflation and changing prices
on its operations since commencement of operations has been negligible.
SEASONALITY
The Company does not deem its revenues to be seasonal and any effect
would be immaterial.
ITEM 3: PROPERTIES
The Company leases office space on the 21st Floor at 63 Wall Street,
New York, New York at a current monthly rental of $11,200. This lease expires
January 31, 2003. The Company also leases space at 258 Genesee Street, Suite
307, Utica, New York 13502 at a monthly rental of $900 a month.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this filing, the
number of shares of the Company's outstanding Common Stock, $.001 par value,
beneficially owned (as such term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) by each director of the Company, by each named executive
officer of the Company, by each beneficial owner of more than 5% of the
Company's Common Stock and by all of the Company's officers and directors as a
group.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- ------------------- ------------------------ ------------
Alexander, Wescott Holdings, Inc. 2,372,720 7%
63 Wall Street
New York, New York
15
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- ------------------- ------------------------ ------------
Richard Bach 20,312,985 60%
1039 Robinson Road
Mohawk, New York 13407
Laurence Lentchner 0 0%
68 Mattison Road
Branchville, New Jersey 07826
Ara Proudian 1,941,896 6%
c/o Alexander, Wescott & Co., Inc.
63 Wall Street
New York, New York 10005
All officers and directors as a group 23,626,780 74%
- --------------------
(1) Unless otherwise noted, all shares are beneficially owned and the sole
voting and investment power is held by the person indicated.
(2) Based on 20,393,084 shares outstanding as of September 30, 1999 and
11,500,000 options to purchase shares. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants
that are held by such person and which are convertible or exercisable
within sixty (60) days of the date hereof (pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934) have been converted or exercised.
ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the names of all directors and executive officers
of the Company along with certain information relating to the business
experience of each of the listed officers.
NAME AGE POSITION
---- --- --------
Richard Bach 47 Chief Executive Officer and Chairman
Ara Proudian 29 President and Director
Jim Mullen 39 Secretary and Director
Laurence Lentchner 57 Director
16
Directors are elected to serve until the next annual meeting of
stockholders or until their successors are elected and qualified. Officers serve
at the discretion of the Board of Directors subject to any contracts of
employment.
Richard Hans Bach: Mr. Bach is the Chairman of the Board of Directors
and Chief Executive Officer of the Company. He was previously the Chairman of
Alexander, Wescott Holdings, Inc., which was the parent of ALWC. Before he
joined Alexander Wescott Holdings Co., Inc., Mr. Bach was president of Traubner,
Bach & Co., a registered broker-dealer specializing in "third-market" and
institutional executions. Mr. Bach also served as president of Investors
Financial Services, which was a registered commodities dealer.
Jim Mullen: Mr. Mullen is the Mr. Mullen is Secretary of the Company
and a Member of the Board of Directors. He is also manager of the Investment
Banking Division of ALWC. Prior to joining ALWC in 1996, Mr. Mullen was the
Foreign Operations Supervisor for the Harvard Management Company, which is
responsible for Harvard University's Endowment Fund.
Laurence H. Lentchner: Dr. Lentchner is a Member of the Board of
Directors of the Company. He has been a practicing psychologist in northern New
Jersey for thirty years. He often consults in the area of business psychology.
He has a Doctor of Philosophy from New York University.
Ara Proudian: Mr. Proudian is head of over-the-counter trading at ALWC.
Prior to 1996, Mr. Proudian was a co-founder and owner of Investor's Depot, a
registered broker-dealer specializing in fixed income securities. Prior to that
Mr. Proudian was a proprietary trader with Alltech Securities, an New York Stock
Exchange member firm.
ITEM 6: EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to the Company by the Company's Chief
Executive Officer. No other executive officer of the Company received total
compensation in excess of $100,000 during the last three years.
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
PAYOUTS AWARDS
------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
LONG-
TERM
OTHER RESTRICT- INCEN-
NAME ANNUAL ED TIVE ALL
AND COMPEN- STOCK OPTIONS/ PLAN OTHER
PRINCIPAL SATION AWARD(S) SARS PAYOUTS COM-
POSITION YEAR SALARY ($) BONUS ($) ($) ($) (#) ($) PENSATION(1)
- --------- ---- ----------- --------- ------- ---------- ------- -------- ------------
Richard Bach, 1998 $ 250,000(2) $ 0 0 0 0 0 5,825
Chief Executive 1997 $0(3) $ 0 0 1,715,350(4) 0 0 5,825
17
Officer and 1996 $0(3) $0 0 0 0 0 5,825
Chairman of the
Board of Directors
Carl Walston, (6) 1998 $175,000(2) $0 0 0 0 0 5,825
Former President and 1997 $175,000($0 $0 0 182,230(4) 0 0
5,825
Director 1996 $120,000(2) $0 0 0 0 0 5,825
Todd Nesbit(6) 1999(5) $150,000 $0 0 0 0 0 0
Chief Operations
Officer
Brian Kelly(6) 1999(5) $140,000 $0 0 0 0 0 0
Chief Information
Officer
Ara Proudian, 1998 $150,000(2) $0 0 0 0 0 5,825
President and Director 1997 $0(3) $0 0 0 0 0 5,825
1996 $0(3) $0 0 0 0 0 5,825
- --------------------------------
(1) Constitutes payment of insurance benefits.
(2) Both Mr. Bach and Mr. Proudian are paid by Alexander, Wescott & Co.,
Inc., the wholly owned subsidiary of the Company. Mr. Walston, prior to
his retirement, was also paid by Alexander, Wescott & Co., Inc.
(3) Mr. Bach and Mr. Proudian were paid no salary in 1997 and 1996 because
they acted as traders for Alexander, Wescott & Co., Inc. and were paid
commissions from the customers of Alexander, Wescott & Co., Inc. on whose
behalf they traded.
(4) Mr. Bach was given a bonus in 1997 of 343,070 shares of Alexander,
Wescott Holdings, Inc, which had a value of $1,715,350. Mr. Walston was
given a stock bonus in 1997 of 36,446 shares of Alexander, Wescott
Holdings, Inc., which had a value of $182,230. All of these shares were
exchanged for shares of the Company in connection with a self tender
offer made by Alexander, Wescott Holdings, Inc. to its shareholders.
(5) Neither Mr. Nisbet nor Mr. Kelly were officers of the Company at the end
of the last fiscal year.
(6) Carl Walston retired effective November 30, 1999. Todd Nisbit and Brian
Kelly resigned from the Company effective November 4, 1999 and November
30, 1999, respectively.
COMPENSATION OF DIRECTORS
18
No compensation is paid currently by the Company to any of its
Directors, who are not employees of the Company. However, each Director is
entitled to receive reimbursement for travel expenses for attendance at meetings
of the Board.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has no related party transactions.
ITEM 8: DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 50,000,000 shares of Common
Stock, par value, $.001 per share and 10,000,000 shares of preferred stock.. As
of September 30, 1999, 20,393,084 shares of Common Stock were issued and
outstanding and 128,000 shares of preferred stock were issued and 125,500 were
outstanding.
Each share of Common Stock is entitled to one vote per outstanding
share held on each matter submitted to a vote at a meeting of shareholders. Each
shareholder may exercise such vote either in person or by proxy. Shareholders
are not entitled to cumulate their votes for the election of Directors. There
are no preemptive or other preferential rights to purchase additional shares of
Common Stock. Upon liquidation, dissolution or winding-up of the Company, the
holders of Common Stock are entitled to receive, pro rata, the assets of the
Company which are legally available for distribution to shareholders subject to
the prior rights on liquidation of creditors and the holders of shares of
Preferred Stock, if any. All of the issued and outstanding shares of Common
Stock are validly authorized, fully paid and non-assessable.
DIVIDENDS
The Company has not paid any cash dividends on its Common Stock. The
present policy of the Board of Directors is to retain earnings to finance the
operations and development of the Company's business. Accordingly, it is
anticipated that no cash dividends will be paid in the foreseeable future.
TRANSFER AGENT
The transfer agent for the Common Stock is United Stock Transfer, Inc.,
3615 South Huron Street, Suite 104, Engelwood, CO 80110.
REPORTS TO STOCKHOLDERS
The Company, by filing this Registration Statement, is registering its
Common Stock under the provisions of Section 12(g) of the Securities Exchange
Act of 1934, as amended. Such registration requires the Company to comply with
periodic reporting, proxy solicitation and certain other requirements of the
Securities Exchange Act of 1934, as amended.
19
PART II
ITEM 1: MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded in the over-the-market and
reported on the NASD electronic bulletin board, under the symbol "FCNI". The
following table sets forth the high and low bid prices of the Company's Common
Stock as reported on the over-the-counter market for the periods indicated. The
prices represent inter-dealer quotations, without retail mark-up, mark-down or
commission, and may not necessarily represent actual transactions.
Bid Prices
PERIOD HIGH LOW
- ------ ---- ---
Calendar Year 1998 $1.39 $0.44
First Quarter $2.50 $0.75
(January 1, 1999 to
March 30, 1999)
Second Quarter $7.25 $2.06
(March 30, 1999 to
June 30, 1999)
As of September 30, 1999, there were approximately 493 record holders
of the Company's Common Stock.
The Company has never paid any cash dividends on its Common Stock and
has no present intention to do so. The Company intends to retain all of its
earnings for use in its business.
ITEM 2: LEGAL PROCEEDINGS
The Company is a party to only one legal proceeding. Dwarf Holding,
Inc. commenced an arbitration proceeding against the Company alleging that the
Company breached the terms of a contract between the parties under which, Dwarf
Holdings, Inc. claims that the Company was obligated to issue it freely
tradeable shares. No specific amount of damages are alleged.
The subsidiary of the Company, Alexander, Wescott & Co., Inc.
("ALWC") is named as a defendant in three legal proceedings.
20
Mellon Bank, F.S.B. v. Alexander, Wescott & Co., Inc., 98 Civ. 2650
(S.D.N.Y.) - This lawsuit alleges that ALWC was paid $326,000 more than it was
owed in connection with acting as a placement agent in a private offering of
securities. The plaintiff seeks damages of $326,000.
Balmore Funds, S.A. v. NCT Audio, Inc., et al., 99 Civ. 281 (S.D.N.Y.)
- - ALWC is a third party defendant in which the third party plaintiff alleges
that ALWC committed fraud, made negligent misrepresentations, exercised
deceptive trade practices, breached its fiduciary duty and breached its
contractual obligations in connection with the private offering referred to
above. NCT Audio claims that ALWC made representations and promises to Balmore
Funds, S.A. that ALWC was not authorized to make. NCT Audio is seeking
reimbursement for any amount that it might have to pay out as damages to Balmore
Funds, S.A. Specific money damages are not specified, however, NCT has otherwise
claimed $2.6 million as the amount that it paid Balmore Funds, S.A. in
settlement of its claim.
Pedrazzi v. Bishop Rosen & Co., Inc., et al., Arb. No. 99-02175
(N.A.S.D.) - a customer of ALWC alleges churning, unauthorized trading and a
failure to supervise by ALWC and its employees. The arbitration seeks $50,000
damages.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Rothstein, Kass & Company, P.C. was engaged as the Company's principal
accountant to audit the Company's financial statements for the fiscal year ended
December 31, 1998. The Company has had no disagreements with its accountants.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES.
On February 16, 1999, Company's Board authorized the issuance of an
option (the "Option") to purchase 15 million shares of Company common for a
conversion price of $5,000, pursuant to Section 3(a)(11) and Section 4(2) of the
Act. The Option was issued to Randy McNeice, Phillip Carstens, William Ross,
Gary Gottesman, Jerry Naccatato and Terrence Dunne (the "Old Investors"). The
consideration for the issuance was the forgiving of certain loans made to
Company by those individuals.
On February 24, 1999, the Old Investors entered into an agreement to
sell the option to David Weiss for $95,000, pursuant to Section 4(2) of the Act.
On March 11th Mr. Weiss exercised the option and became owner of 15 million
shares of Company common stock. On March 29, 1999, Mr. Weiss contributed 13.5
million shares of common stock back to the Company in order to allow it to
purchase Alexander, Wescott & Co., Inc.
On February 26, 1999, the Company entered into a private placement
agreement in which the Company issued 4,347,826 shares of common stock at a
price of $.23 per share, pursuant to Rule 504.
21
On March 18, 1999, the Company issued 211,498 shares of common stock in
exchange for professional services rendered in connection with the provision of
legal services by Neil Liebman, Esq., pursuant to Section 4(2). Those shares
were valued at $0.23 per share which was the price per share as offered in the
private placement in connection with which he rendered legal services.
On June 30, 1999, the Company issued 200,000 shares of common stock to
Dwarf Holdings, Inc. in connection with a consulting agreement, pursuant to
Section 4(2). Dwarf Holdings, Inc. provided services in connection with the
development of the Company's Internet portal. The number of shares was
determined by the consultant's fee. The shares were valued using the closing
market price of the Company's stock on the dates that the services were
rendered, and for the services to be rendered, the valuation was based on the
closing market price on the date of issuance, less a 10% discount due to lack of
marketability. As of September 30, 1999, the Company has charged to operations
approximately $625,000 under these terminated agreements.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide for indemnification of officers and
directors to the fullest extent permitted by Nevada law. In addition, under the
Company's By-laws, no director shall be liable personally to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided that the Certificate of Incorporation does not eliminate the liability
of directors for (i) any breach of the director's duty of loyalty to the Company
or its stockholders; (ii) acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts or omissions in
respect of certain unlawful dividend payments or stock redemptions or
repurchases; or (iv) any transaction from which such director derives improper
personal benefit.
PART F/S
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS PAGE
------------------------------------------ ----
Independent Auditors' Report ........................................... F-1
Consolidated Balance Sheets as of December 31, 1998 .................... F-2
Consolidated Statement of Operations for the years ended December 31,
1997 and 1998.................................................... F-3
Consolidated Statement of Stockholders' Equity for the years ended
December 31, 1997 and 1998....................................... F-4
22
Consolidated Statement of Cash Flows for the years ended December 31, 1997
and 1998......................................................... F-5-6
Notes to the Financial Statements ..................................... F-7-14
EXHIBITS
2.1 Articles of Incorporation of The Financial Commerce Network,
Inc., f/k/a Intrex.com, Inc. and Amended Articles *
2.2 By-laws of The Financial Commerce Network, Inc., f/k/a
Intrex.com, Inc. *
3 Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of The Financial Commerce Network,
Inc., f/k/a Intrex.com, Inc. *
6 Material Contracts
Spear Leeds & Kellogg Clearing Agreement *
KLAD Agreement *
* Indicates documents filed with previous filings
23
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
THE FINANCIAL COMMERCE NETWORK, INC.
------------------------------------
(Registrant)
Date: February 8, 2000 By: /S/ ARA PROUDIAN
-----------------------
Ara Proudian, President
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 1998
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
CONTENTS
================================================================================
INDEPENDENT AUDITORS' REPORT 1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets 2
Consolidated Statements of Operations 3
Consolidated Statements of Stockholders' Equity 4
Consolidated Statements of Cash Flows 5-6
Notes to Consolidated Financial Statements 7-14
INDEPENDENT AUDITORS' REPORT
Board of Directors
The Financial Commerce Network, Inc. and Subsidiary
We have audited the accompanying consolidated balance sheet of The Financial
Commerce Network, Inc. and Subsidiary as of December 31, 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years ended December 31, 1998 and 1997. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Financial Commerce Network, Inc. and Subsidiary as of December 31, 1998, and the
results of their operations and their cash flows for the years ended December
31, 1998 and 1997, in conformity with generally accepted accounting principles.
/s/ Rothstein Kass & Company, P.C.
Roseland, New Jersey
March 29, 1999
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
=====================================================================================================================
DECEMBER 31, SEPTEMBER 30,
1998 1999
- ----------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 90,959 $ 92,253
Investments owned, at market 730,138 772,130
Investments owned, at fair value 289,880 343,039
Due from affiliate 382,946
Deferred income taxes 57,000 57,000
Other current assets 428,866 852,494
---------------------------------
Total current assets 1,596,843 2,499,862
OFFICE EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $2,678 13,389 16,058
at December 31, 1998 and $4,076 at September 30, 1999 (unaudited)
OTHER ASSETS 25,100 35,620
---------------------------------
$1,635,332 $ 2,551,540
=================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Equity securities sold, not yet purchased $ 32,425 $ -
Accounts payable and accrued expenses 248,889 1,165,714
Commissions payable 140,075 28,737
Bank loan payable 74,002
Due to stockholders 440,000
Due to affiliate 15,880 115,000
Due to clearing broker 108,419 -
---------------------------------
Total current liabilities 545,688 1,823,453
---------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, authorized 50,000,000 shares, issued and
outstanding 622,502 shares at December 31, 1998
and 20,393,084 shares at September 30, 1999 (unaudited) 623 20,393
Convertible preferred stock, $.001 par value, authorized 10,000,000
shares, none issued at December 31, 1998 and 128,000 issued,
125,500 outstanding at September 30, 1999 (unaudited) 126
Additional paid-in capital 897,270 23,866,102
Retained earnings (accumulated deficit) 191,751 (23,158,534)
---------------------------------
1,089,644 728,087
---------------------------------
$1,635,332 $ 2,551,540
=================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 2
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
=========================================================================================================================
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
1997 1998 1998 1999
- -------------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
REVENUES
Trading and commissions $ 3,050,175 $ 3,438,171 $ 2,620,355 $ 954,880
Investment banking 2,784,727 3,502,903 3,316,874 355,951
Interest 4,632 10,912 8,879 30,100
Unrealized appreciation
(depreciation) on investments (37,318) 140,690 264,223 75,874
Other 25,000 45,055 32,333
------------------------------------------------------------------------------
5,802,216 7,117,676 6,255,386 1,449,138
------------------------------------------------------------------------------
EXPENSES
Employee compensation
and benefits 3,221,878 4,716,421 4,122,433 1,519,206
Clearance 897,931 971,524 730,077 526,123
Occupancy 183,208 280,277 204,191 114,466
Communications 157,827 263,628 381,230 204,475
Insurance 49,634 131,160 20,239 14,264
Compensation for stock options 20,700,000
Other 653,245 896,997 494,731 1,601,306
------------------------------------------------------------------------------
5,163,723 7,260,007 5,952,901 24,679,840
------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES 638,493 (142,331) 302,485 (23,230,702)
INCOME TAXES 195,000 (57,000) 121,000
------------------------------------------------------------------------------
NET INCOME (LOSS) $ 443,493 $ (85,331) $ 181,485 $(23,230,702)
PREFERRED STOCK DIVIDENDS (119,583)
------------------------------------------------------------------------------
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCK $ 443,493 $ (85,331) $ 181,485 $(23,350,285)
------------------------------------------------------------------------------
BASIC AND DILUTED INCOME (LOSS)
PER COMMON SHARE $ 0.71 $ (0.14) $ 0.29 $ (1.55)
==============================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES USED IN
COMPUTING BASIC AND DILUTED
INCOME (LOSS) PER COMMON SHARE 622,502 622,502 622,502 15,010,806
==============================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 3
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
====================================================================================================================================
YEARS ENDED DECEMBER 31, 1997 AND 1998 AND THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------------------------
RETAINED
ADDITIONAL EARNINGS
COMMON STOCK PREFERRED STOCK PAID-IN (ACCUMULATED TREASURY
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT) STOCK
BALANCES, January 1, 1997 622,502 $ 623 $ - $ 362,270 $ (166,411) $ -
NET INCOME 443,493
---------------------------------------------------------------------------------------------
BALANCES, December 31, 1997 622,502 623 362,270 277,082
CAPITAL CONTRIBUTIONS 535,000
NET LOSS (85,331)
---------------------------------------------------------------------------------------------
BALANCES, December 31, 1998 622,502 623 897,270 191,751
ISSUANCE OF COMMON STOCK 4,347,826 4,348 995,441
FOR PRIVATE PLACEMENT
(unaudited)
ISSUANCE OF COMMON STOCK FOR 211,498 211 -
SERVICES (unaudited)
ISSUANCE OF COMMON STOCK (unaudited) 15,000,000 15,000 (10,000)
PURCHASE OF TREASURY STOCK, 90,000
(13,500,000 SHARES)
(unaudited)
ASSUMPTION OF LIABILITIES RELATED TO (572,230)
ACQUISITION (unaudited)
ISSUANCE OF COMMON STOCK FROM (90,000) (90,000)
TREASURY (unaudited)
ISSUANCE OF COMMON STOCK FOR 200,000 200 624,175
SERVICES (unaudited)
ISSUANCE OF PREFERRED STOCK 128,000 128 1,201,872
(unaudited)
CONVERSION OF PREFERRED STOCK TO 11,258 11 (2,500) (2) (9)
COMMON STOCK (unaudited)
PREFERRED STOCK DIVIDEND (unaudited) 119,583
ISSUANCE OF COMMON STOCK OPTIONS 20,700,000
(unaudited)
NET LOSS (unaudited) (23,350,285)
---------------------------------------------------------------------------------------------
BALANCES, SEPTEMBER 30, 1999
(unaudited) 20,393,084 $20,393 125,500 $ 126 $23,866,102 $(23,158,534) $ -
=============================================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 4
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
============================================================================================================================
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
1997 1998 1998 1999
- ----------------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 443,493 $ (85,331) $ 181,485 $(23,350,285)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Deferred income taxes (57,000)
Issuance of common stock options 20,700,000
Preferred stock dividend 119,583
Common stock issued for professional services 624,375
Depreciation 2,678 4,017 1,398
Unrealized depreciation (appreciation)
on investments 37,318 (140,690) (264,223) (75,874)
Changes in operating assets and liabilities:
Investments owned, at cost (279,739) (138,556) 24,451 33,882
Investments owned, at cost (382,170) 38,635 206,610 (53,159)
Other current assets (285,237) (62,883) (109,306) (423,628)
Other assets 10,668 (6,100) 138,797 (10,520)
Equity securities sold, not yet purchased 147,675 (119,034) (142,096) (32,425)
Accounts payable and accrued expenses 31,510 156,100 252,927 341,617
Commissions payable 278,017 (164,937) (188,580) (111,338)
Due to clearing broker (31,448) 108,419 (28,071) (108,419)
--------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (29,913) (468,699) 76,011 (2,344,793)
--------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances from (repayments to) affiliate 220,249 (204,369) (382,946)
Purchases of office equipment (16,067) (1,419) (4,067)
--------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 204,182 (204,369) (1,419) (387,013)
--------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock 1,000,000
Sales of preferred stock 1,202,000
Advances from (repayments to) affiliate 195,120) 99,120
Payments on bank loan (8,020)
Advances from stockholders 440,000
Capital contributions 535,000 220,000
--------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 535,000 24,880 2,733,100
--------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 174,269 (138,068) 99,472 1,294
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 54,758 229,027 229,027 90,959
--------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 229,027 $ 90,959 $ 328,499 $ 92,253
====================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 5
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
==============================================================================================================================
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
1997 1998 1998 1999
- -----------------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Common stock issued for professional
services (411,498 shares)(unaudited) $ - $ - $ - $ 673,022
==================================================================
Common stock options issued as
compensation (11,500,000 options)(unaudited) $ - $ - $ - $20,700,000
==================================================================
During the nine months ended September 30,
1999, the Company assumed liabilities
of $572,230 as part of the acquisition of
Alexander Wescott & Co., Inc. (unaudited)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 6
1
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
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1. NATURE OF BUSINESS The Financial Commerce Network, Inc.
("TFCN") was incorporated in the State of
Washington in July 1969 for the purpose of
acquiring other corporations. Alexander,
Wescott & Co., Inc. ("ALWC"), the sole
subsidiary of TFCN, is a broker-dealer
registered with the Securities and Exchange
Commission (SEC) and an introducing broker
registered with the Commodity Futures
Trading Commission (CFTC). ALWC is also a
member of the National Association of
Securities Dealers, Inc. (NASD) and the
National Futures Association (NFA). ALWC's
operations consist primarily of engaging in
principal transactions and providing
investment banking services.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION
The consolidated financial statements
include the accounts of TFCN and its
wholly-owned subsidiary, ALWC (collectively
the Company). All significant intercompany
transactions and balances have been
eliminated in consolidation.
ACQUISITION
Effective March 29, 1999, Alexander, Wescott
Holdings, Inc. Holdings), the parent company
of ALWC entered into an agreement with TFCN.
The agreement provided for TFCN to issue
13,500,000 shares of its common stock and
assume liabilities of approximately
$572,000, in exchange for all of Holdings'
outstanding shares of ALWC in a transaction
accounted for as a reverse acquisition. As a
result, ALWC is considered to be the
acquiring company since the stockholders of
ALWC acquired more than 50% of the issued
and outstanding stock of TFCN. For the years
ended December 31, 1998 and 1997 TFCN had no
revenues, costs and expenses were
approximately $2,000, and other income was
approximately $4,000 in 1998. At December
31, 1998, assets consisted of cash of $802.
The accompanying financial statements give
effect to this acquisition.
CASH AND CASH EQUIVALENTS
The Company considers money market accounts
to be cash equivalents.
OFFICE EQUIPMENT
Office equipment is stated at cost less
accumulated depreciation. The Company
provides for depreciation using the
straight-line method over an estimated
useful life of 6 years.
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
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2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED) SECURITIES TRANSACTIONS
Securities transactions and the related
revenues and expenses are recorded on the
trade date.
INVESTMENT BANKING REVENUES
Investment banking revenues are recorded in
accordance with the terms of the investment
banking agreements.
INVESTMENTS OWNED AND EQUITY SECURITIES
SOLD, NOT YET PURCHASED
All investments owned and equity securities
sold, not yet purchased are valued at market
and unrealized gains and losses are
reflected in revenues.
INVESTMENTS OWNED, AT FAIR VALUE
Investments owned, at fair value include
restricted equity securities which are
valued using appropriate reductions from
market to provide for restrictions on
marketability and warrants received in
connection with investment banking services,
which are priced using the Black-Scholes
Options pricing model.
INCOME (LOSS) PER COMMON SHARE
The Company complies with Statement of
Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS 128). SFAS No.
128 requires dual presentation of basic and
diluted earnings per share for all periods
presented. Basic earnings per share excludes
dilution and is computed by dividing income
(loss) available to common shareholders by
the weighted average number of common shares
outstanding for the period. Diluted earnings
per share reflects the potential dilution
that could occur if securities or other
contracts to issue common stock were
exercised or converted into common stock or
resulted in the issuance of common stock
that then shared in the earnings of the
entity. Basic and diluted income (loss) per
common share were the same for all periods
presented.
INCOME TAXES
ALWC filed its 1997 and will file its 1998
federal income tax return on a consolidated
basis with Holdings. Income tax expense is
allocated pursuant to the separate tax
attributes of each company. There were no
significant income taxes for TFCN for any of
the periods presented.
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
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2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED) The Company complies with Statement of
Financial Accounting Standards No. 109 (SFAS
109), "Accounting for Income Taxes". SFAS
109 requires the recognition of deferred tax
assets and liabilities for both the expected
future tax impact of differences between the
financial statement and tax bases of assets
and liabilities, and for the expected future
tax benefit to be derived from tax loss
carryforwards. Valuation allowances are
established, when necessary, to reduce
deferred tax assets to the amount expected
to be realized.
DEFERRED REGISTRATION COSTS
The Company has deferred professional and
other fees incurred in connection with a
proposed public offering. If the offering is
successful, these costs will be charged to
additional paid-in capital; otherwise the
costs will be charged to operations.
UNAUDITED FINANCIAL STATEMENTS
The financial statements as of September 30,
1999 and for the nine months ended September
30, 1999 and 1998 are unaudited. These
financial statements reflect all adjustments
which are, in the opinion of management,
necessary for a fair presentation of the
results for the interim periods. All such
adjustments, if any, are of a normal and
recurring nature.
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 disclosure of contingent
assets and liabilities at the date of the
financial statements and the reported
amounts of revenues and expenses during the
reporting period. Actual results could
differ from those estimates.
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
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3. NET CAPITAL REQUIREMENT ALWC, as a member of the NASD, is subject to
the SEC Uniform Net Capital Rule 15c3-1.
This Rule requires the maintenance of
minimum net capital and that the ratio of
aggregate indebtedness to net capital, both
as defined, shall not exceed 15 to 1 and
that equity capital may not be withdrawn, or
cash dividends paid, if the resulting net
capital ratio would exceed 10 to 1. ALWC is
also subject to the CFTC's minimum financial
requirements which require that ALWC
maintain net capital, as defined, equal to
the greater of its requirements under
Regulation 1.17 under the Commodity Exchange
Act or Rule 15c3-1. At December 31, 1998,
ALWC's net capital was approximately
$216,000, which was approximately $116,000
in excess of its minimum requirement of
$100,000. At September 30, 1999 (UNAUDITED),
ALWC's net capital was approximately
$681,000 which was approximately $581,000 in
excess of its minimum requirement of
$100,000. At various times during the nine
months ended September 30, 1999, the Company
was in violation of its minimum net capital
requirement. This violation was caused by an
error in the computation and was cured in
early July as soon as ALWC became aware of
the error.
4. OTHER CURRENT ASSETS Other current assets consist of the
following at December 31, 1998 and September
30, 1999 (unaudited)
1998 1999
Prepaid expenses $ 31,502 $ 102,781
Receivable from clearing broker 127,262 269,391
Advances against commissions 145,339 277,840
Other receivables 72,405 150,124
Promissory note 52,358 52,358
-----------------------------------
$ 428,866 $ 852,494
=====================================
The promissory note from a former employee
of approximately $52,000, plus interest at
9% per annum, is due on or before December
31, 1999.
5. ACCOUNTS PAYABLE AND
ACCRUED EXPENSES Accounts payable and accrued expenses
consist of the following at December 31,
1998 and September 30, 1999 (unaudited).
1998 1999
Accounts payable $ 248,889 $ 458,447
Other accrued expenses 209,201
Payroll and related 498,066
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$ 248,889 $ 1,165,714
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
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6. BANK LOAN PAYABLE
(UNAUDITED) The bank loan, assumed in connection with
the acquisition of ALWC, is a variable rate
Commercial Promissory Note, with an interest
rate of 2% over the Wall Street Journal
Prime Rate. The loan is repayable in 60
monthly payments of principal and interest
through October 2002.
7. INCOME TAXES The provision for income taxes consists of
the following:
December 31, September 30,
1997 1998 1998 1999
(Unaudited)
Current
Federal $ 145,000 $ - $ 97,000 $ -
State 50,000 24,000
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195,000 121,000
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Deferred
Federal (44,000) (7,472,000)
State (13,000) (1,868,000)
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(57,000) (9,340,000)
Less valuation
allowance 9,340,000
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(57,000)
-----------------------------------------------------------
$ 195,000 $(57,000) $ 121,000 $ -
============================================================
The deferred income tax benefit of
approximately $57,000 for the year ended
December 31, 1998 results from the 1998
operating loss. The deferred income tax
asset of $9,340,000 resulting from the loss
sustained in the nine months ended September
30, 1999, has been fully reserved as
management has no assurance that the
benefits will be realized. The deferred tax
asset balance consists of a deferred federal
tax asset of approximately $44,000 and a
state deferred tax asset of approximately
$13,000 at December 31, 1998. In 1997,
income tax expense does not bear a normal
relationship to income before income taxes
due to the utilization of previously
reserved deferred tax assets relating to net
operating loss carryforwards of
approximately $166,000.
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THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARY
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8. RELATED PARTY
TRANSACTIONS On March 11, 1999, an officer of TFCN
exercised an option to purchase 15,000,000
shares of the Company's common stock for
$5,000.
ALWC paid Holdings for rental of office
space and equipment and for other operating
expenses amounting to $312,455 and $215,328,
respectively, during the years ended
December 31, 1998 and 1997, respectively,
and $87,330 and $212,287, respectively, for
the nine months ended September 30, 1999 and
1998, respectively, (unaudited).
Additionally, during 1999, the Company made
certain advances to enable Holdings to meet
its current cash flow requirements
(unaudited).
Also during 1999, the Company received
approximately $115,000 from an affiliate
which is non-interest bearing and due on
demand (unaudited).
9. TREASURY STOCK On March 29, 1999, the Company paid $90,000
to certain creditors of an officer of the
Company in exchange for the creditors
releasing their security interest in
13,500,000 shares of the Company's common
stock. Simultaneous with the release of the
security interest, the officer contributed
to the Company's treasury the 13,500,000
shares of common stock which were then
issued to acquire all of the outstanding
shares of ALWC. This valuation was
determined based upon the cash paid for the
benefit of the officer in consideration for
the officer's contribution to the Company of
the 13,500,000 shares of stock.
10. OFF-BALANCE SHEET RISK Pursuant to clearance agreements, ALWC
introduces all of its securities
transactions to clearing brokers on a
fully-disclosed basis. All of the customers'
money balances and long and short security
positions are carried on the books of the
clearing brokers. In accordance with the
clearance agreements, ALWC has agreed to
indemnify the clearing brokers for losses,
if any, which the clearing brokers may
sustain from carrying securities
transactions introduced by ALWC. In
accordance with industry practice and
regulatory requirements, ALWC and the
clearing brokers monitor collateral on the
customers' accounts. In addition, the
receivables from the clearing brokers are
pursuant to these clearance agreements.
11. EXEMPTION FROM
RULE 15C3-3 At December 31, 1998 and 1997 and September
30, 1999 (UNAUDITED), ALWC was exempt from
the Securities and Exchange Commission Rule
15c3-3 and, therefore, is not required to
maintain a "Special Reserve Bank Account for
the Exclusive Benefit of Customers".
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12. RETIREMENT PLAN ALWC has a 401(k) plan (the Plan), which was
implemented during 1998, covering all
employees who meet certain eligibility
requirements. ALWC makes a matching
contribution to the Plan, which is at the
discretion of ALWC and is determined
annually. There were no matching
contributions for the years ended December
31, 1998 and 1997 or for the nine months
ended September 30, 1999 and 1998
(UNAUDITED).
13. COMMITMENTS (UNAUDITED) The Company is obligated under various
operating leases for office space which
expire through January 2003.
14. CONTINGENCIES In the normal course of business, ALWC has
been named as a defendant in various
matters. Management of ALWC, after
consultation with legal counsel, believes
that the resolution of these matters will
not have a material adverse effect on the
financial condition, results of operations
or cash flows of ALWC.
15. SALE OF BUSINESS On December 31, 1998 ALWC sold its Mineola,
New York retail business for $25,000. At
December 31, 1998 and September 30, 1999
(UNAUDITED), $25,000 is included in other
assets as a receivable from the buyer.
16. SUBSEQUENT EVENTS Effective February 16, 1999, TFCN entered
into a 1 for 25 reverse stock split, thereby
reducing the number of outstanding shares of
the Company's common stock to 622,502. The
financial statements give retroactive effect
to the reverse stock split.
On February 26, 1999, the Company entered
into a private placement agreement in which
the Company issued 4,347,826 shares at a
price of $.23 per share and realized
proceeds of $1,000,000. Additionally, the
Company issued 211,498 shares of common
stock in exchange for professional services
rendered in connection with this
transaction.
17. SUBSEQUENT EVENTS
(UNAUDITED) In May 1999 the Company entered into
agreements with various internet consulting
firms to begin the development of its
internet portal website.
On May 13, 1999 the Company reincorporated
in the State of Nevada and is now authorized
to issue a total of 60,000,000 shares
consisting of 10,000,000 shares of preferred
stock with a par value of $.001 and
50,000,000 shares of common stock with a par
value of $.001. In addition to the
reincorporation, the Company changed its
name to Intrex.com, Inc.
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17. SUBSEQUENT EVENTS
(UNAUDITED) (CONTINUED) In June 1999 the Company issued 200,000
restricted shares of common stock to a
vendor for services rendered and to be
rendered to the Company. The vender was to
identify, engage and manage a web solutions
vendor with responsibility for designing a
website, provide a spokesperson for media
engagements, recruit and hire certain
officers for the Company as well as assist
in certain financing activities.
These shares were valued using the closing
market price of the Company's stock on the
dates that the services were rendered, and
for the services to be rendered, the
valuation was based on the closing market
price on the date of issuance, less a 10%
discount due to lack of marketability. As of
September 30, 1999, the Company has expensed
approximately $625,000 under these
terminated agreements.
During the third quarter of 1999 the Company
issued 128,000 shares of its $10, 6%
convertible preferred stock and received
proceeds of $1,202,000, net of expenses of
$78,000. In accordance with this private
placement agreement, the preferred stock is
convertible into common shares of TFCN as
prescribed in the agreement. The shares are
convertible at a 25% discount from market.
Accordingly, approximately $119,000 has been
recorded as a preferred stock dividend, to
account for this beneficial conversion
feature.
On August 17, 1999 the Company granted
options to purchase 11,500,000 shares of
common stock with an exercise price of $.875
to A CERTAIN OFFICER and a director of the
Company. The options vest immediately and
expire in five years. THESE WERE THE ONLY
OPTIONS OUTSTANDING AT OR DURING THE NINE
MONTHS ENDED SEPTEMBER 30, 1999, AND NONE
HAVE BEEN EXERCISED OR FORFEITED NOR HAVE
ANY EXPIRED DURING THE PERIOD THEN ENDED.
Based on the underlying price of the
securities on the date of grant,
approximately $20,700,000 was charged to
operations during the third quarter of 1999.
On September 8, 1999 the Company changed its
name to The Financial Commerce Network, Inc.
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