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FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter period ended
- OR -
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number
WAMEX HOLDINGS, INC.
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(Exact Name of small business issuer as specified in its charter)
DELAWARE 650789306
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 WORLD TRADE CENTER, SUITE 7707, NEW YORK, NY 10048
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(Address of principal executive offices)
212-432-6062
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of during the past 12 months (or for
such shorter periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes /X/ No / /
The number of shares of common stock, $.01 par value, outstanding as of
April 30, 2000 was 116,130,660.
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PLEASE NOTE THAT THE P/W: IS T9DGAQ#V
CIK CONFIRMATION CODE: YRYM*2BI
PMAC: 2N#YASCE
COVER PAGE INFORMATION:
COMPANY CONFORMED NAME: WAMEX HOLDINGS, INC.
CIK: 0001099514
SIC: [9995]
IRS NUMBER: 650789306
ST. OF INCORP NY
FY END 1231
FORM TYPE: 10 QSB
BUSINESS/MAIL ADDRESS: 1 WORLD TRADE CENTER SUITE 7707, NY NY 10048
PHONE 212-432-6062
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LEGAL PROCEEDINGS (ITEM 103).
To the best of the Company's knowledge, it has never been, is not now and does
not know of any legal proceedings that it is a party to.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(ITEM 303).
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
MATERIAL EVENTS
The Company entered into an Implementation Phase during this period which
incorporated following through with strategies outlined in the "Three Prong
Approach" in order to deploy it's ATS. There have been significant and material
events that have occurred during this period that management feels should be
discussed.
The Company relocated it's principal administrative operations to 1 World Trade
Center in New York. This move resulted in the Company gaining greater exposure
and capabilities to administer the development of the implementation. Prior to
this relocation, the Company was not able to respond to the high volume of
investor related queries. Since the relocation, the Company has established an
Investor Relation apparatus which has received a favorable response from
investors and potential subscribers alike. The Company intends to continue to
focus on a more personal and accessible relationship with shareholders.
The Company effected a 4 for 1 forward stock split in the form a dividend to
it's shareholders of record as of March 17, 2000. The directors of the Company
issued the dividend for the following reasons; reward to shareholders of record,
add to market liquidity, to make the stock more accessible to potential
investors and to increase the shareholder base.
The Company entered into an agreement to acquire NIPHIX assets during this
period. Key goals of the acquisition are as follows; obtain approval to
operate an ATS through NIPHIX, Investments, Inc.(NII), retain an established
NASD Member Broker Dealer through NII, obtain an Alternative Listing System
(ALS) through NIPHIX systems, Inc. (NSI), obtain an existing Clearing
Agreement, acquire more ATS technology and software, gain a revenue base
and to retain the expertise of Nimish Ghandi. The acquisition will result in
the accomplishment of each of these goals. The Company intends to port the
NIPHIX ATS and ALS over to the WAMEX ATS database (which has superior
technology) and eliminate possible redundant functions making the ALS and ATS
more efficient. The Company elects not to discuss in detail, the strategies
of the growth of the ALS except to say that it intends to merge INSTOX and
NIPHIX to create a more efficient and marketable operation. This operation
will focus on the continued relationship that has been formed between WAMEX,
NIPHIX and the regulators as well as competing directly with the present
global Exchange structures for listings of companies that have been unable to
gain exposure and funding.
The Company entered into an agreement with an overseas company to co-develop
Voice Quote Technology (VQT). VQT involves the ability to deliver real-time
quote and other financial information, cheaper and faster than basic html
technology. The Company is well positioned to co-develop this technology with no
substantial impact on resources. The Company elects not to disclose any
information as to it's full capabilities and deployment for reasons of
competition. The final terms of the agreement have not been finalized except to
say that management feels confident that terms will be finalized by June 2000
and that WAMEX will have substantial licensing and marketing rights to the
technology.
The Company launched its corporate Website at www.wamx.com during this period.
The Website was designed to provide substantial information for shareholders,
potential investors and subscribers of the ATS. The Website contains corporate
information and interactivity for users. Management has received very favorable
responses from users as to content and ease-of -use from visitors. The
deployment has helped the Company gain exposure, accolades and integrity.
Management intends to continue to upgrade the site and its functionality.
PLAN OF OPERATION
During this period the Company has focused primarily on the implementation and
pre-deployment of the ATS. The Company has contributed significant time
developing and completing the following; raising capital, solidifying affiliate
and vendor relationships, procuring administrative and corporate space for ATS
operations, obtaining a clearing relationship, continued programming, searching
for qualified personnel, research and development for IOMS and continuing
development of the Web interfaces.
The Company intends to launch it's core product (ATS) in the month of July 2000.
The Company is confident that it has procured sufficient capital to launch and
operate the ATS for a minimum of 6 months and a maximum of 9 months (after
launch). Management would like to point out that the Company is sufficiently
capitalized to operate without the ATS being operational for a minimum of 24
months and a maximum of 36 months.
The Company's ability to operate the ATS after launch is subject to a multitude
of factors that include but would not be limited to the following; sufficient
subscribers, variable expenses for bandwidth and information, additional
capitalization for operations and marketing. Management is confident that the
revenues generated from the ATS subscriber and transactions fees will be
sufficient to operate the ATS even as the variable expenses increase.
Management feels that it is important to note that although the Company expects
to continue to raise capital for it's operations, that the continued operation
of the ATS (as described), would be jeopardized if their was an insufficient
client or subscriber base at month 13.
The Company is presently working on peripheral projects. They are classified as
Project 1 and Project 2. Project 1 involves the continued development of the
IOMS software system. Management has received pricing from a database management
company to complete the project. Management classifies Project 1 as
"Confidential" and elects not to discuss any details of it's use or development
other than to say that it will have a nominal impact on the budget and can be
completed efficiently. Project 2 involves the development of Voice Quote
Technology (VQT). The Company is finalizing an agreement with an overseas entity
to co-develop, license and distribute VQT on the ATS and other platforms. The
project has been classified as "Sensitive" and management elects not to discuss
it's development other than to say that it will have a nominal impact on the
budget and can be completed efficiently.
The Company has no plans to procure or sell any equipment or other assets that
would by definition be considered significant.
The Company does intend to begin staffing at an accelerated pace and expects to
have between 25-30 new employees by July 1, 2000. Of those employees, the
Company expects to have hired or procured the services of the following key
personnel; 1 additional senior database management person, 1 senior operational
Broker Dealer principal, 1 senior CAO for the ATS and 15 Registered Reps as well
as other administrative persons. Management feels comfortable that it has
budgeted appropriately for these persons as well as linear growth of up to 60
personnel by November 2000.
ACCOUNTANT CHANGE (ITEM 304).
The Company changed accountants from Charles I. Eisenstein, Certified Public
Accountant, 4750 Bedford Avenue Brooklyn, NY 11235 to Van Buren and Hauke, LLC,
Certified Public Accountants, 63 Wall St. NY N.Y. 10005.
The Company elected to change accountants for the following reasons; a larger
firm, ability to deal with more complex transactions and reports, closer
geographical proximity.
The Company continues to have a working relationship with Charles I. Eisenstein.
RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES (ITEM 701).
On April 18, 2000, the Company sold 300,000 shares of the Company's
commom stock and granted options to purchase an additional 9,000,000
shares. The sale was made under the terms of Rule 144 promulgated under
the Securities Act of 1933, as amended. The shares bear the foregoing
restrictive legend and noting that they cannot be sold for a period of
one year from date of issuance unless rgistered with the SEC and
qualified by appropriate state securities regulators or unless
Purchasers obtain written consent from the Company and otherwise comply
with an exemption from Rule 144. Purchaser information is as follows:
Name Shares Purchase Price Options Shares
Lawrence Capital Partners 100,000 $75,000 3,000,000
Mcquire Partners Ltd 100,000 $75,000 3,000,000
Prudential Overseas Company, Ltd 100,000 $75,000 3,000,000
Total 300,000 $225,000 9,000,000
FINANCIAL STATEMENTS
REG. s. 228.310 (ITEM 310)
WAMEX Holdings, Inc.'s audited financials for the year ending December 31,
1999, which were filed as part of its Form 8-K on March 14, 2000, are hereby
incorporated by reference herein. Below are unaudited financials for the
first quarter ended March 31, 2000.
In March 2000, the Company consummated a merger with Conchology Inc.
(CI). CI was a California based company incorporated in the State of Nevada
on April 9, 1998. As a result of this merger, the Company elected "Successor
Issuer Status" under Section 12 G-3 of the Securities and Exchange Act of
1934. Subsequent to the merger, attorneys involved in the transaction filed
the Form 8-K on March 14, 2000 and the Company became fully reporting. The
financial statements below reflects the combined activity of CI, which was an
inactive company for its duration, and WAMEX which became the parent
corporation in the merger with CI.
WAMEX HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS AT MARCH 31,
2000 1999
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Assets
Current Assets
Cash $ 913,315 $ 1,000
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Total Current Assets 913,315 1,000
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Office fixtures & computer equipment 112,980 112,980
Less accumulated deprecation (60,779) (47,867)
Organization costs less accumulated 18,250 24,450
Trading system (ATS) 1,611,726 1,509,931
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Total Assets 2,595,492 1,600,494
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Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable & accrued expenses 97,655 155,233
Loan from stockholders 55,890 55,890
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Total Current Liabilities 153,545 211,123
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Stockholders' Equity
Common stock , par value $0.0012,
100,000,000 shares authorized, 13,385 13,385
Additional paid-in capital 4,842,469 3,161,418
Retained (deficit) during the development stage (2,413,907) (1,785,432)
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Total Stockholders' Equity 2,441,947 1,389,371
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Total Liabilities and Stockholders' Equity $ 2,595,492 $ 1,600,494
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WAMEX HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31
2000 1999
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Revenues -- --
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-- --
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Costs and Expenses
Compensation of Officers 62,000 --
Compensation of Employees -- --
Office Maintenance 10,500 33,850
Rents 5,000 12,500
Registration Fees 3,407 --
Promotions -- 6,300
Depreciation 3,228 3,228
Amortization 1,550 1,550
Travel 6,850 2,456
Website Design 37,100 6,000
Telephone 1,217 3,540
Consultants 49,000 88,000
Insurance 2,943 --
Professional Fees 41,131 55,000
Bank Charges -- 120
Relocation Expenses 12,000 4,570
Automotive Expenses 2,475 --
Supplies 15,430 --
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Total Costs and Expenses 253,831 217,114
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Net (Loss) $253,831 $217,114
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