UNITED STATES
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 March 31, 2000
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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: 000-27139
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e-commerce group, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 88-0293704
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(State of incorporation) (I.R.S. Employer Identification No.)
3675 Pecos-McLeod, Suit 1400, Las Vegas, NV 89121
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(Address of principal executive offices) (Zip Code)
(702) 866-2500
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(Registrant's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 X No ___
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As of March 31, 2000, 6,000,000 shares of the registrant's Common Stock, $.001
par value, were outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
- -----------------------------
The response to Item 1 has been submitted as a separate section of this Report
beginning on page F-1.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Information contained in this Report contains forward-looking statements such as
statements of the Company's plans, objectives, expectations and intentions, that
can often be identified by the use of forward-looking terminology, such as
"may," "will," "expect," "anticipate," "believe," "plan," "intend," "could,"
"estimates," "is being" or "goal" or other variations of these terms or
comparable terminology. All forward-looking statements involve risks and
uncertainties, and actual results could differ materially from those set forth
in the forward-looking statements. The cautionary statements made in this Report
should be read as being applicable to all forward-looking statements wherever
they appear in this Report. The Company's actual results could differ materially
from those discussed herein.
The Company's plan of operation is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more business
opportunities presented to it. Although the Company is not required to restrict
its search to any specific business, industry, or geographical location, it has
recently decided to focus its search on companies engaged in the electronic
commerce ("e-commerce") industry. Management is currently in the process of
identifying suitable candidates for acquisition. However, if management
subsequently decides that these companies are not suitable candidates, or if a
suitable candidate in another industry is located, management reserves the right
to complete transactions with another company or companies including those in
other industries.
Since its inception on January 7, 1993, the Company has engaged in no
significant operations other than undertaking organisational activities, filing
a registration statement for small business issuers on Form 10-SB with the SEC,
complying with periodical SEC reporting requirements and attempting to identify
suitable merger or acquisition candidates. As of March 31, 2000, the Company had
not signed any letters of intent or entered into any agreements with suitable
acquisition candidates. The Company has generated no revenue since its
inception.
In the coming quarters, the Company intends to continue its efforts to identify
suitable acquisition candidates, and, when a suitable candidate is found, to
complete a business acquisition. The Company anticipates incurring a loss for
the fiscal year as a result of expenses associated with (1) locating and
evaluating acquisition candidates; (2) completing one or more business
acquisitions; (3) complying with the reporting requirements of the Securities
Exchange Act of 1934; and (4) attending to general and administrative matters.
The Company does not expect to generate revenues until a
-1-
business acquisition has been completed. Further, the Company may continue to
operate at a loss after completing the acquisition, depending on the performance
of the acquired business.
In order to cover the costs described above, the Company believes that it will
require additional capital in the amount of approximately $3,500,000. This
additional capital will be required whether or not the Company is able to
complete a business acquisition during the current fiscal year. Further, once a
business acquisition is completed, the Company's need for additional financing
is likely to increase substantially. The Company has no current plans, proposals
or understandings to raise additional capital through the sale or issuance of
additional securities. To the extent that additional funds are required to cover
Company expenses, the Company anticipates receiving funds in the form of loans
from financial institutions. However, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
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The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.
Item 2. Changes in Securities.
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None.
Item 3. Defaults Upon Senior Securities.
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None.
Item 4. Submission of Matters to a Vote of Security Holders.
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None.
Item 5. Other Information.
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In order to effectuate the Company's plan to seek, investigate and acquire an
interest in one or more business opportunities, the Company appointed Mr.
Anthony Arnold as CEO of the Company on March 7, 2000. The Company expects that
Mr. Arnold will help it to realise its goals of identifying suitable acquisition
candidates, and, when a suitable candidate is found, completing a business
acquisition.
-2-
Item 6. Exhibits and Reports on Form 8-K.
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Financial Statements.
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Page
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Assets.............................................................. F-1
Liabilities and Stockholders' Equity................................ F-2
Statement of Operations............................................. F-3
Statement of Stockholders' Equity................................... F-4
Statements of Cash Flows............................................ F-5
Notes to Financial Statements....................................... F-6
Exhibits.
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(3) Articles of Incorporation and By-Laws.
3.1A Original Articles of Incorporation*
3.1B Amended Articles of Incorporation*
3.1C Amended Articles of Incorporation*
3.2 By-Laws*
(4) Instruments Defining the Rights of Security Holders, Including
Indentures.**
(10) Material Contracts
10.1 Memorandum of Agreement Between e-commerce group, Inc. and
Greenfield Ventures Ltd. for e-commerce group, Inc. Corporate
Introduction Services, dated 25 October 1999.*
10.2 Memorandum of Agreement Between e-commerce group, Inc. and
Greenfield Ventures Ltd. for e-commerce group, Inc. Recruitment
Services, dated 25 October 1999.*
10.3 Agreement Between e-commerce group, Inc. and Tony Arnold dated
March 5, 2000.
10.4 Convertible Promissory Note, in the Original Principal Amount of
$352,500, Payable to S.C. Management Ltd., dated March 7, 2000.
10.5 General Security Agreement Between e-commerce group, Inc. and
S.C. Management Ltd., dated March 7, 2000.
(27) Financial Data Schedule.
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* In accordance with Rule 12b-32 under the Securities Exchange Act of
1934, as amended, reference is made to the documents previously filed with
the Securities and Exchange Commission, which documents are hereby
incorporated by reference.
** Instruments defining the rights of Security Holders have been included
in 3.1A, 3.1B, 3.1C and 3.2 above.
Reports on Form 8-K.
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The Company did not file any current reports on Form 8-K during the quarter
ending March 31, 2000.
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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
authorised.
________________________________________________________________________________
e-commerce group, Inc.
/s/ Tony Arnold
By _____________________________________________________________________________
Tony Arnold, CEO
17 May 2000
Date ___________________________________________________________________________
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E-COMMERCE GROUP INC
(FORMERLY DALTON INTERNATIONAL RESOURCES INC.)
(FORMERLY ADVANCED SUSPENSION TECHNOLOGIES INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
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March 31 2000
December 31 1999
December 31 1998
TABLE OF CONTENTS
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PAGE
----
ASSETS 1
LIABILITIES AND STOCKHOLDERS' EQUITY 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-8
BALANCE SHEET
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ASSETS
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March December December
31, 2000 31, 1999 31, 1998
CURRENT ASSETS $ 93,330 $ 0 $ 0
TOTAL CURRENT ASSETS $ 93,330 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 93,330 $ 0 $ 0
======== ======== ========
The accompanying notes are an integral part of these financial statements
Page F-1
BALANCE SHEET
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
March December December
31, 2000 31, 1999 31, 1998
CURRENT LIABILITIES
Promissory note $ 165,000 $ 0 $ 0
Officers Advances (Note #6) $ 4,855 $ 3,755 $ 0
Accounts Payable $ 1,965 $ 0 $ 0
--------- --------- ---------
TOTAL CURRENT LIABILITIES $ 171,820 $ 3,755 $ 0
STOCKHOLDERS' EQUITY (Note #1)
Common stock, $.001 par value
Authorised 100,000,000 shares
Issued and outstanding at
December 31, 1998 - 6,000,000 shs $ 6,000
December 31, 1999 - 6,000,000 shs $ 6,000
March 31, 2000 - 6,000,000 shs $ 6,000
Additional paid in Capital -3,500 -3,500 -3,500
Deficit accumulated during the
development stage 80,990 -6,255 -2,500
TOTAL STOCKHOLDERS' EQUITY $ 78,490 $ -3,755 $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 93,330 $ 0 $ 0
The accompanying notes are an integral part of these financial statements
STATEMENT OF OPERATIONS
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Page F-2
Jan 1 2000 to Year ended Year ended Jan 7 1993
Mar 31 2000 Dec 31 1999 Dec 31 1998 (inception) to
Mar 31 2000
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REVENUE: $ 0 $ 0 $ 0 $ 0
EXPENSES:
General, Selling
And administrative $ -73,635 $ 3,755 $ 0 $ 80,990
Total Expenses $ -73,635 $ 3,755 $ 0 $ 80,990
Net Profit/Loss (-) $ -73,636 -3,755 $ 0 $ 80,990
========== =========== =========== ==========
Net loss per share-
Basic $ -0,012 $ -,0006 NIL $ ,0135
Diluted $ -0.012 $ $ $
========== =========== =========== ==========
Weighted average
number of common
shares outstanding 6,000,000 6,000,000 6,000,000 6,000,000
Diluted common
Shares outstanding 6,400,000
The accompanying notes are an integral part of these financial statements
Page F-3
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
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Additional Accumu-
Common Stock paid-in lated
------------
Shares Amount Capital Deficit
Balance
December 31 1997 6,000,000 $ 6,000 $ -3,500 $ -2,500
Net loss year ended
December 31 1998 0
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Balance
December 31 1998 6,000,000 $ 6,000 $ -3,500 $ -2,500
Net loss year ended
December 31 1999 -3,755
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Balance
December 31 1999 6,000,000 $ 6,000 $ -3,500 $ -6,255
Net loss
January 1 2000 to
March 31 2000 -73,635
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Balance
March 31 2000 6,000,000 $ 6,000 $ -3,500 $ -80,990
========= ======= ========= ==========
The accompanying notes are an integral part of these financial statements
Page F-4
STATEMENT OF CASH FLOWS
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Jan 2000 to Year ended Year ended Jan 7 1993
Mar 31 2000 Dec 31 1999 Dec 31 1998 (inception) to
Mar 31 2000
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Cash Flows from
Operating Activities
Net Loss $ -74,735 $ -3,755 $ 0 $ -80,990
Adjustment to
reconcile net loss
to net cash
provided by operating
activities +1,965 0 0 +1,965
Changes in assets and
liabilities
Officers Advances +1,100 +3,755 0 +4,855
----------- ---------- ------- -----------
Net cash used in
operating activities $ -71,670 $ 0 $ 0 $ -74,170
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of common
Stock 0 0 0 +2,500
Promissory notes +165,000 +165,000
----------- ---------- ------- -----------
Net increase (decrease)
in cash $ 93,330 $ 0 $ 0 $ 93,330
Cash
beginning of period 0 0 0 0
----------- ---------- ------- -----------
Cash
end of period $ 93,330 $ 0 $ 0 $ 93,330
=========== ========== ======= ===========
The accompanying notes are an integral part of these financial statements
Page F-5
NOTES TO FINANCIAL STATEMENTS
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March 31 2000, December 31 1999 and December 31 1998
NOTE 1 - HISTORY AND ORGANISATION OF THE COMPANY
The Company was organized January 7 1993 under the laws of the State of Nevada,
as Advanced Suspension Technologies Inc. The company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.
On January 7 1993 the company issued 2,000,000 shares of its $.001 par value
common stock for services of $2,500.00
On June 21 1996, the State of Nevada approved the Company's restated Articles of
Incorporation, which increased its capitalization from 3,000,000 common shares
to 50,000,000 common shares, the par value remained unchanged at $.001.
On December 27 1996 the State of Nevada approved the Company's restated Articles
of Incorporation, which increased its capitalization from 50,000,000 common
shares to 100,000,000 common shares, the par value remained unchanged at $.001.
On December 27 1996, the company forward split its common stock 3:1, thus
increasing the number of outstanding common stock shares from 2,000,000 shares
to 6,000,000 shares.
On December 27 1996, the Company changed its name to Dalton International
Resources Inc.
On August 12 1999, the Company changed its name to e-commerce Group Inc.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average of shares of
common stock outstanding.
3. The company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
Page F-6
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
March 31 2000, December 31 1999 and December 31 1998
NOTE 3 - GOING CONCERN
The company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict of selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding save those described in note 7 to
acquire any additional shares of common stock.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the company has advanced funds to the
Company to pay for any costs incurred by it. These funds are interest free.
NOTE 7 - CONVERTIBLE PROMISORY NOTE
A promissory note for $352,500 has been made by the company to S C Management
Limited.
Page F-7
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
March 31 2000, December 31 1999 and December 1998
The note is repayable either on demand or on February 28 2002 whichever is the
sooner and incurs interest at 9% per annum.
The promissory note may be converted by the lender into units up to the limit of
200,000. If some of the note has been repaid the units will be issued in
proportion to the amounts outstanding.
A unit consists of one share of common stock at $0.001 par value and a warrant
to purchase one share at $2.00. The warrant will expire 28 February 2002.
The option to purchase may also be exercisable on a "cashless" basis. The holder
therefore may pay cash for Shares at the rate of $2.00 per Share or
alternatively and without payment of cash, receive that number of Shares which
is equal to X in the following equation:
X=Y(A-B)
------
A
Where:
X = the number of Shares to be issued to the holder of the Warrant;
Y = the number of Warrants which are being exercised;
A = the greater of $2.00 and the fair market value of one Share as at the date
the notice of exercise of the Warrant is received by e-commerce group inc;
and
B = $2.00
As security for the note the company has issued a floating charge over its
assets.
Page F-8