SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2000
|_| Transition report pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to _______________
Commission file number 0 - 27971
THE FINANCIAL COMMERCE NETWORK, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
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, New York 10005
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(Address of principal executive offices)
(212) 742-9870
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(Issuer'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 issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |_| No |X|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 11, 2000: 23,793,626
shares of common stock, par value $.001 per share.
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
THE FINANCIAL COMMERCE NETWORK, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AND
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
JUNE 30, 2000
1
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
The Financial Commerce Network, Inc. and Subsidiaries
We have reviewed the accompanying consolidated balance sheet of The Financial
Commerce Network, Inc. and Subsidiaries as of June 30, 2000 and the related
consolidated statements of operations for the three-month and six-month
periods ended June 30, 2000 and 1999, the consolidated statements of cash
flows for the six months ended June 30, 2000 and 1999, and the consolidated
statement of stockholders' deficit for the six-months ended June 30, 2000.
These consolidated financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
Roseland, New Jersey
August 8, 2000
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONTENTS
================================================================================
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet F-2
Consolidated Statements of Operations F-3
Consolidated Statement of Stockholders' Deficit F-4
Consolidated Statements of Cash Flows F5-F6
Notes to Consolidated Financial Statements F7-F10
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
===============================================================================
JUNE 30,
2000
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ASSETS
CURRENT ASSETS
Cash and cash equivalents 2,594
Marketable securities owned, at market 313,787
Other securities owned, at fair value 42,122
Due from affiliates 133,551
Other current assets 244,896
---------------------
Total current asets 736,950
OFFICE EQUIPMENT, net of accumulated depreciation of $5,415 14,442
GOODWILL, net of accumulated amortization of $5,000 442,704
OTHER ASSETS 337,500
---------------------
$ 1,531,596
=====================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 948,420
Commissions payable 13,755
Bank loan payable, current portion 22,415
Deferred compensation 122,500
Due to stockholders 50,000
---------------------
Total current liabilities 1,157,090
---------------------
LONG-TERM LIABILITIES
Accounts payable and accrued expenses 27,500
Bank loan payable, less current portion 33,704
Deferred compensation 781,000
Due to stockholders 198,373
---------------------
Total long-term liabilities 1,040,577
---------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, authorized 50,000,000 shares,
issued and outstanding 23,743,626 shares 23,744
Convertible preferred stock, $.001 par value, authorized 10,000,000
shares, 128,000 issued and 70,000 outstanding 70
Additional paid-in capital 33,011,216
Accumulated deficit (33,680,712)
--------------------
(427,243)
Less: treasury stock, at cost:
Common, 165,550 shares (188,828)
Preferred, 5,000 shares (50,000)
---------------------
Total stockholders' deficit (666,071)
---------------------
$ 1,531,596
=====================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. F-2
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
================================================================================
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
REVENUES
Trading and commissions $ 814,181 $ 661,339 $ (57,701) $ 470,413
Investment banking 37,969 355,951 14,300 155,476
Interest 9,693 18,481 4,068 3,980
Other 13,125 40,628 -- 13,580
-----------------------------------------------------------------------------------
874,968 1,076,399 (39,333) 643,449
-----------------------------------------------------------------------------------
EXPENSES
Employee compensation
and benefits 1,258,627 1,082,266 160,005 483,070
Clearance 95,631 430,628 52,333 222,372
Occupancy 139,098 71,791 105,046 26,179
Communications 51,278 115,036 12,766 66,065
Insurance 22,139 7,100 10,424 3,475
Stock option and warrant compensation 688,736 671,876 -
Other 638,407 569,744 251,969 375,140
-----------------------------------------------------------------------------------
2,893,916 2,276,565 1,264,419 1,176,301
-----------------------------------------------------------------------------------
NET LOSS APPLICABLE
TO COMMON SHARES $ (2,018,948) $ (1,200,166) $ (1,303,752) $ (532,852)
===================================================================================
BASIC AND DILUTED LOSS
PER COMMON SHARE $ (0.09) $ (0.07) $ (0.06) $ (0.03)
===================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES USED IN
COMPUTING BASIC AND DILUTED
LOSS PER COMMON SHARE 21,697,371 16,972,760 22,459,615 19,890,532
===================================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. F-3
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
================================================================================
SIX MONTHS ENDED JUNE 30, 2000
COMMON STOCK PREFERRED STOCK
SHARES AMOUNT SHARES AMOUNT
BALANCES, December 31, 1999 20,935,126 $ 20,935 70,000 $ 70
ACQUISITION OF ALWS 125,000 125
COMMON STOCK ISSUED FOR SERVICES 13,500 14
COMMON STOCK ISSUED IN PRIVATE PLACEMENT 1,440,000 1,440
ISSUANCE OF STOCK OPTIONS AND WARRANTS
ISSUANCE OF COMMON STOCK TO ACQUIRE STOCKCHICKEN.COM 200,000 200
RESCISSION OF COMMON STOCK TO BE ISSUED FOR SERVICES
ISSUANCE OF COMMON STOCK TO ACQUIRE IRISHHERITAGESTORE.COM 30,000 30
COMMON STOCK ISSUED FOR COMPENSATION 1,000,000 1,000
NET LOSS
TREASURY STOCK ACTIVITY
-------------------------------------------------------
BALANCES, June 30, 2000 23,743,626 $ 23,744 70,000 $ 70
=======================================================
RETAINED
ADDITIONAL EARNINGS
PAID-IN (ACCUMULATED TREASURY
CAPITAL DEFICIT) STOCK
BALANCES, December 31, 1999 $ 30,305,711 $ (31,357,199) $ --
ACQUISITION OF ALWS 899,119 (309,565) (244,887)
COMMON STOCK ISSUED FOR SERVICES 6,863
COMMON STOCK ISSUED FOR PRIVATE PLACEMENT 718,560
ISSUANCE OF STOCK OPTIONS AND WARRANTS 675,000
ISSUANCE OF COMMON STOCK TO ACQUIRE STOCKCHICKEN.COM 399,800
RESCISSION OF COMMON STOCK TO BE ISSUED FOR SERVICES (93,750)
ISSUANCE OF COMMON STOCK TO ACQUIRE IRISHHERITAGESTORE.COM 22,470
COMMON STOCK ISSUED FOR COMPENSATION 296,876
NET LOSS (2,018,948)
TREASURY STOCK ACTIVITY 4,006 6,059
----------------------------------------------------
BALANCES, June 30, 2000 $ 33,234,655 $ (33,685,712) $ (238,828)
====================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. F-4
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================
SIX MONTHS ENDED JUNE 30, 2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,018,948) $ (1,200,166)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock option and warrant compensation 688,736
Common stock issued for compensation 296,876
Common stock to be issued for services 37,500
Common stock issued for services 230,314 78,750
Depreciation and amortization 5,000 1,398
Changes in operating assets and liabilities:
Marketable securities owned, at market 101,066 638,572
Other securities owned, at fair value 28,918
Other current assets 203,000 (251,880)
Other assets (315,000) (4,116)
Equity securities sold, not yet purchased - (32,425)
Accounts payable and accrued expenses (100,099) 453,703
Commissions payable (12,562) (14,716)
Due to clearing broker - (108,419)
Deferred compensation 322,000
---------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (533,199) (439,299)
---------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of office equipment (5,040)
Cash acquired in acquisition 755,000
---------------------------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES - 749,960
---------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock 720,000
(Acquisition of) sale of treasury stock 10,065 (429,133)
Advances from affiliates 10,753 125,676
Payments on bank loan (8,402) (4,782)
Repayments to stockholders (219,627)
---------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 512,789 (308,239)
---------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (20,410) 2,422
CASH AND CASH EQUIVALENTS, beginning of period 23,004 90,959
---------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 2,594 $ 93,381
=======================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. F-5
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
================================================================================
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Common stock issued to purchase
StockChicken.com and
Irishheritagestore.com $ 422,500 $ - $ 422,500 $ -
=========================================================================
During the six months ended June 30,
2000, the Company assumed liabilities
of $47,704 as part of the acquisition of
the StockChicken.com
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. F-6
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
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), 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. Alexander Wescott Securities, Ltd. (ALWS) is a Bermuda
based broker dealer. Stockchicken.com (SC) is a financial information website.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES BASIS OF PRESENTATION
The consolidated financial statements included herein have been prepared by the Company
without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations.
These statements include all adjustments that, in the opinion of management, are
necessary to provide a fair statement of the results for the periods covered. These
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in the Company's form 10-KSB for the year
ended December 31, 1999. The results of operations for the interim periods presented
are not necessarily indicative of the results for the full year.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of TFCN and its
wholly-owned subsidiaries, ALWC, ALWS and SC (collectively, the Company). All
significant intercompany transactions and balances have been eliminated in
consolidation.
ACQUISITIONS
During the first quarter of 2000, TFCN entered into an agreement with Alexander
Wescott International, LTD., (sole shareholder of ALWS), whereby TFCN would exchange
125,000 restricted shares of the Company's common stock in exchange for all of the
issued and outstanding shares of ALWS. The consolidated financial statements give
effect to this acquisition for all periods presented, as the entities were entities
under common control, therefore, the acquisition is presented as an as-if pooling.
The shares were issued during June 2000.
F-7
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(CONTINUED) ACQUISITIONS
During May 2000, TFCN entered into an agreement whereby TFCN exchanged 200,000
restricted shares of the Company's common stock in exchange for all of the issued and
outstanding shares of StockChicken.com and assumed liabilities of approximately
$47,000. The shares will be issued to the stockholders of StockChicken.com with a
valuation of $2.00 per share. The acquisition has a "reset" provision that
provides on the sixth month anniversary of the closing, if the price of TFCN common
stock is below a $2.00 bid price for five consecutive trading days, then the selling
shareholders will be given an additional number of TFCN common shares to offset the
price decline. The accompanying consolidated financial statements reflect operations of
StockChicken.com from May 18, 2000, the closing date of the transaction, through June
30, 2000. In connection with this transaction, the Company recorded goodwill of
approximately $447,704, which represents the excess value of the shares issued over
the net assets of Stock Chicken.com that were acquired.
INCOME (LOSS) PER COMMON SHARE
The Company complies with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS 128). SFAS 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 reflect 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 2000 and 1999 because of the Company's losses. Unexercised stock options and
warrants to purchase 13,112,500 shares of the Company's common stock and shares
issuable upon the conversion of the preferred stock at June 30, 2000 were not
included in the computations of diluted income (loss) per common share because their
effect would have been antidilutive as a result of the Company's losses.
F-8
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
3. LIQUIDITY The consolidated financial statements have been prepared on the basis that the
Company is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. During 1999, the
Company sustained a loss from operations of approximately $3,889,000, exclusive of
non-cash charges for stock based compensation of approximately $27,540,000. This loss
resulted primarily from the Company establishing itself as a reporting public
company, developing its internet portal, and building its infrastructure. In order to
effectuate the foregoing, key revenue producers employed by ALWC were heavily
involved and were, therefore, limited in the time they were able to devote to
generating revenues during the year. Toward the end of 1999, having completed
establishing itself as a public company, the Company began addressing its operations
and substantially reduced costs through staff reductions and office consolidations.
For the six-month period ended June 30, 2000, the Company sustained a loss of
approximately $765,000 exclusive of charges for stock based compensation of
approximately $1,254,000. Finally, during February and March 2000, the Company raised
approximately $720,000 through a private placement (SEE NOTE 5). Long-term liquidity
remains dependent on its ability to raise additional capital and attain future
profitable operations.
4. INVESTMENTS
In March 2000, the Company acquired 980,000 shares of Series A Preferred stock and
250,000 options to acquire preferred stock of an unrelated company for $500,000. The
Company paid $250,000, which is included in other assets, and has not received the
250,000 options. The Company and the unrelated party agreed that the Company would
pay the balance of $250,000 by April 30, 2000, at which time the options will be
issued. To date, the payment has not been made and the options have not been issued.
The preferred stock is convertible into common stock of the unrelated company upon
certain sale events (as defined). The Company has the possibility of future financings
at the option of the unrelated company, under which it would receive similar securities.
If the unrelated company seeks financing, other than from the Company, the Company
will receive 100,000 warrants to purchase common stock upon the occurrence of a sale
event. In the event the unrelated company seeks financing from the Company and the
Company is unable to arrange suitable financing, then the unrelated company will receive
100,000 warrants to purchase common stock of the Company.
In June 2000, the Company issued 30,000 shares of restricted common stock in exchange
for the domain name "Irishheritagestore.com" and all rights associated with any and
all revenue generated from the arrangement with Vstore.com, the provider of the
merchandise for Irishheritagestore.com.
F-9
THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
5. STOCKHOLDERS' DEFICIT During January 2000, the Company authorized the issuance of 1,010,000 shares
of common stock to certain employees of the Company. These shares will vest over a
period of one year commencing January 1, 2000, provided the employees remain with the
Company until December 31, 2000. To date, 10,000 shares have been forfeited. The
accompanying consolidated financial statements include compensation expense of
approximately $297,000 related to these shares for the six months ended June 30,
2000. The shares were issued in May 2000.
During February and March 2000, the Company raised approximately $720,000 in a
Regulation D Private Placement. During June, 2000 the Company issued 1,440,000 shares
of its common stock related to this private placement.
6. COMMITMENTS The Company issued 260,000 shares of common stock, which vest over one year, to a
consultant that will be responsible for establishing an office in Geneva,
Switzerland. In addition, the agreement provides for the payment of commissions based
on the sales that are derived from the office. Other current assets include approximately
$144,000 at June 30, 2000 related to this issuance and approximately $223,000 has been
charged to operations for the six months ended June 30, 2000.
The Company issued 13,500 shares of common stock during May 2000 for professional
services.
7. CONTINGENCIES In the normal course of business, the Company has been named as a defendant in
various matters. Management of the Company, 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 the Company.
8. SUBSEQUENT EVENTS In July 2000 the Company issued 50,000 shares of restricted common stock in
settlement of a legal matter that has been charged to operations in the
accompanying consolidated financial statements.
In August 2000 the Company agreed to issue 50,000 shares of restricted common stock
in exchange for the rights to the domain names The500PitStop.com and
CountryandWesternHits.com and all rights associated with and any and all revenue
generated from the seller's agreement with Vstore.com.
F-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Except for historical information, the materials contained in this
Management's Discussion and Analysis or Plan of Operation is forward-looking
(within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) and involve a number of risks and uncertainties. These include
periodic downturns and improvements in the Company's industry, the Company's
dependence on the Internet, timely acceptance of new products, intense price
competition in the Company's industry, the Company's historical lack of
profitability, the need to manage the Company's growth and other risks detailed
from time to time in the Company's filings with the Securities and Exchange
Commission. Although forward-looking statements in this Report reflect the good
faith judgment of the Company's management, such statements can only be based on
facts and factors currently known by the Company. Consequently, forward-looking
statements are inherently subject to risks and uncertainties, and actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. Readers are urged to carefully review and
consider the various disclosures made by the Company in this Report and the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1999,
both of which have been filed with the Commission. These reports attempt to
advise interested parties of the risks and factors that may affect the Company's
business, financial condition and results of operations and prospects. The
forward-looking statements made herein speak only as of the date hereof and the
Company disclaims any obligation to provide updates, revisions or amendments to
any forward-looking statements made herein to reflect changes in the Company's
expectations or future events.
RESULTS OF OPERATIONS
The following discussion gives effect to Alexander Wescott & Co., Inc.
("ALWC") being treated as the accounting acquirer in a reverse acquisition. In
March 1999, ALWC acquired The Financial Commerce Network, Inc. ("TFCN") in an
exchange of shares. Accordingly, the results of operations include ALWC only
through the date of the reverse acquisition and the consolidated results of ALWC
and TFCN thereafter.
During the first quarter of 2000, TFCN entered into an agreement with
Alexander Wescott International, LTD. pursuant to which TFCN exchanged 125,000
restricted shares of the Company's common stock in exchange for all of the
issued and outstanding shares of Alexander Wescott Securities, Ltd., a Bermuda
broker-dealer ("ALWS").
SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2000 AND 1999
NET LOSSES
For the six months ended JUNE 30, 2000 and 1999, the Company incurred a
net loss of $2,018,948 and $1,200,166, respectively. For the three months ended
JUNE 30, 2000 and 1999, the Company incurred a net loss of $1,308,752 and
$532,852, respectively. Explanations of these results are set forth below.
2
REVENUE
For the six months ended JUNE 30, 2000, the Company recorded revenue of
$874,968 as compared to $1,076,399 for the six months ended JUNE 30, 1999. For
the three months ended JUNE 30, 2000, the Company recorded revenue of $(39,333)
as compared to $643,449 for the three ended JUNE 30, 1999.
During the six months ended JUNE 30, 2000, ALWC's trading and
commission revenue was $814,181 and revenue from investment banking was $37,969.
During the six months ended JUNE 30, 1999, ALWC's trading and commission revenue
was $661,339 and revenue from investment banking was $355,951. During the three
months ended JUNE 30, 2000, ALWC's trading and commission revenue was $(57,701)
and revenue from investment banking was $14,300. During the three months ended
JUNE 30, 1999, ALWC's trading and commission revenue was $470,413 and the
revenue from investment banking was $155,476.
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 and included substantial accruals which are
reflected in the June 30, 2000 balance sheet as a result of the acquisition of
ALWC.
GENERAL AND ADMINISTRATIVE
General and administrative costs consist primarily of employee
compensation and benefits, stock option and warrant compensation, professional
fees and consulting services. 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 $2,893,916 for the six
months ended JUNE 30, 2000 compared to $2,276,565 for the six months ended JUNE
30, 1999, an increase which was attributable to the issuance of stock options
with an exercise price below the market price. General and administrative
expenses increased to $1,269,419 for the three months ended JUNE 30, 2000
compared to $1,176,301 for the three months ended JUNE 30, 1999, an increase
that was attributable to the issuance of stock options with an exercise price
below the market price.
LIQUIDITY AND CAPITAL RESOURCES
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
During the six months ended JUNE 30, 2000, the Company used cash for
operating activities of approximately $533,000 compared to the six months ended
JUNE 30, 1999 of approximately $439,000. Cash used for operations for the six
months ended JUNE 30, 2000 resulted from the Company's net loss of approximately
$2,018,000, of which approximately $1,254,000 was a non-cash loss. Cash used for
3
operations for the six months ended JUNE 30, 1999 resulted from the Company's
net loss of approximately $1,200,000.
During the six months ended JUNE 30 1999 the Company generated cash
flows from investing activities of approximately $755,000 through the cash it
acquired as a part of an acquisition.
During the six months ended JUNE 30, 2000 the Company generated cash
from financing activities of approximately $512,000 compared to using
approximately $308,000 for the six months ended JUNE 30, 1999. The cash
generated during the six months ended June 30, 2000 was attributable to the
sales of common stock net of repayments to stockholders. The cash used during
the six months ended JUNE 30, 1999 was attributable to the acquisition of
tradable stock offset by repayments from affiliates.
At JUNE 30, 2000, the Company had current assets of $736,950 and
current liabilities of $1,157,090.
On February 15, 2000, the Company began a private placement of a
maximum of $1,000,000 pursuant to Rule 506 of Regulation D, in which the Company
issued shares of common stock at $0.50 per share to accredited investors. The
Company issued 1,440,000 shares in June, 200 and received proceeds of
approximately $720,000.
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 financing will be
available. If neither additional debt nor equity financing is available, the
Company may seek loans. In addition, the Company may seek a strategic alliance
with another company that would provide capital to the Company. The Company
believes that with its cash and marketable securities, combined with its ability
to raise additional equity financing, the Company will have the funds available
to sustain its operations throughout the next year.
To the extent that the Company finances expansion through the issuance
of additional equity securities, any such issuance will 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.
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.
4
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The parent entity of the Company settled its legal proceeding with
Dwarf Holdings, Inc. on June 23, 2000. Dwarf Holdings, 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 tradable shares. On
June 23, 2000, a Stipulation of Settlement was signed by all parties providing
for the settlement of the litigation upon the issuance of 50,000 restricted
shares of common stock by the Company, upon which the litigations will be
dismissed.
The parent entity is also party to the following legal proceedings:
Sharpe Decisions, Inc. v. The Financial Commerce Network, Inc.(Index
No. 601442/2000 filed April 4, 2000). Plaintiff alleges breach of contract for
services rendered and is seeking fees payable of $39,355.00. The Company has
asserted that the services provided were insufficient for the amount billed.
Todd Nizbet v. The Financial Commerce Network, Inc. (Complaint filed
February 9, 2000 in Superior Court of New Jersey, Docket Number L1305-00).
Former employee filed a complaint for breach of contract in regards to an
employment agreement dated June 22, 1999. In November of 1999, Mr. Nizbet was
offered another position with the Company because the Board felt he was unable
to fulfill his duties as Chief Operating Officer. The offer was declined. Mr.
Nizbet left employment as of November 4, 1999. The case has been removed to
Federal Court.
Walsh-Lowe Constantin Group, LLC. V. TFCN Alexander, Wescott (Case
Number 0601700/2000 May 16, 2000). Breach of Contract for services performed.
Plaintiff seeks invoice amount of $27,059.70. The Company has asserted that the
amount billed is exaggerated due to the minimal amount of services provided.
OM Technology, Inc. v. The Financial Commerce Network, Inc. (Index
Number 601541/00). OM Technology, Inc. seeks damages for breach of contract. The
Company contends that the plaintiff did not complete the programs necessary for
the on-line trading facility in the time frame agreed upon, thus causing
irreparable damage to the Company.
Alexander Wescott & Co., Inc. ("ALWC"), a subsidiary of the Company, is
named as a defendant in two legal proceedings:
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.
Douglas G. Zimmer v. Alexander, Wescott & Co., Inc., Arb. No. 00-02622
(N.A.S.D.). A former employee of ALWC alleges improper termination in July 1998
and defamatory statement on U-5. The arbitration seeks $22,672.25 in damages.
5
Item 2. Changes in Securities and Use of Proceeds
Set forth below are descriptions of the issuances by the Company of
shares of its common stock that are not registered under the Securities Act of
1933 (the "Act") that the Company issued during the fiscal quarter ended June
30, 2000 and the commitments to issue shares entered into during such quarter.
On February 15, 2000, the Company began a private placement of a maximum of
$1,000,000 pursuant to Rule 506 of Regulation D promulgated under the Act, in
which the Company issued shares of common stock at $0.50 a share to accredited
investors. In June, 2000, 1,440,000 shares were issued and the Company received
proceeds of approximately $720,000, which are being used for general corporate
purposes.
On May 18, 2000, the Company agreed to issue 200,000 shares of its
common stock in exchange for all of the issued and outstanding stock of
StockChicken.com, whose principal asset was a website by the same name designed
to provide investment education, financial newsletters, real-time quotes,
research reports and other services. The shares were issued on June14, 2000. The
Company is required to issue additional shares on the six month anniversary of
the acquisition if the bid price of the Company's common stock is below $2.00
per share for five consecutive trading days. There were no underwriters in
connection with the above transaction. The registrant believes that these
securities were issued in a transaction not involving a public offering in
reliance upon an exemption from registration provided by Section 4(2) of the
Act.
The Company agreed on June 23, 2000 to issue 50,000 unregistered shares
in connection with a settlement agreement. See "Legal Proceedings," above.
In May 2000, the Company issued 1,000,000 shares, that have not been
registered under the Act, to employees that are subject to vesting over a
one-year period commencing January 1, 2000.
The Company issued 13,500 shares of unregistered common stock during
May 2000 for professional services. In addition, the Company. The registrant
believes that these securities were issued in a transaction not involving a
public offering in reliance upon an exemption from registration provided by
Section 4(2) of the Act.
In June 2000, the Company issued 30,000 shares of unregistered common
stock in connection with the acquisition of the domain name
Irishheritagestore.com and other related assets and contract rights of the
domain name. The registrant believes that these securities were issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Section 4(2) of the Act.
In June 2000, the Company issued 125,000 unregistered shares to
Alexander Wescott International, LTD., pursuant to the agreement entered into
during the first quarter of 2000, to exchange such shares for all of the issued
and outstanding shares of ALWS. The registrant believes that these securities
were issued in a transaction not involving a public offering in reliance upon an
exemption from registration provided by Section 4(2) of the Act.
6
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Articles of Incorporation of the Financial Commerce Network,
Inc., f/k/a Intrex.com, Inc. and Amended Articles. (1)
3.2 By-laws of The Financial Commerce Network, Inc., f/k/a
Intrex.com, Inc. (1)
4.1 Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock of The Financial Commerce
Network, Inc., f/k/a Intrex.com, Inc. (1)
10. Material Contracts
Spear Leeds & Kellogg Clearing Agreement (1)
1st Southwest Clearing Agreement (2)
Unit Purchase Agreement Naturalist.com (2)
KLAD Agreement (1)
21. Subsidiaries of the Registrant (2)
22. Consents (2)
27. Financial Data Schedule *
(1) Incorporated by reference from the Form 10-SB filed by the
company on November 5, 1999 and amended on January 7 and
February 15, 2000.
(2) Incorporated by reference from the Annual Report on
Form 10-KSB for the period ended December 31, 1999.
* Filed herewith.
(b) Report on Form 8-K.
There were no Reports on Form 8-K filed by the Company during the three
months ended June 30, 2000.
7
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE FINANCIAL COMMERCE NETWORK, INC.
By: /s/ ARA PROUDIAN
-------------------------------------
Ara Proudian
President and Chief Financial Officer
Dated: August 18, 2000
8