1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended May 31, 2001
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 0-21679
RETURN ASSURED INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-3896069
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1901 AVENUE OF THE STARS, SUITE 1710
LOS ANGELES, CALIFORNIA 90067
(Address of principal executive offices) (Zip Code)
887-807-4664
(Registrant's telephone number, including area code)
Check whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No | |
As of July 19, 2001 there were 16,850,799 shares of the registrant's
common stock, par value $0.001 issued and outstanding.
2
RETURN ASSURED INCORPORATED
MAY 31, 2001 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
Page Number
Special Note Regarding Forward Looking Information ............. 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements ........................................... 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................ 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................... 12
Item 2. Changes in Securities and Use of Proceeds....................... 12
Item 3. Defaults Upon Senior Securities................................. 13
Item 4. Submission of Matters to a Vote of Security Holders............. 14
Item 5. Other Information............................................... 14
Item 6. Exhibits and Reports on Form 8-K................................ 14
References in this report to "we", "us", "our" and similar terms means
Return Assured Incorporated, a Delaware corporation, formerly Hertz Technology
Group, Inc.
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report on
Form 10-QSB for the quarter ended May 31, 2001 discusses financial projections,
information or expectations about our products or markets, or otherwise makes
statements about future events, such statements are forward-looking. We are
making these forward-looking statements in reliance on the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Although we
believe that the expectations reflected in these forward-looking statements are
based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking
statements. These risks and uncertainties are described, among other places in
this Quarterly Report, in "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.
4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Independent Accountant's Report.................................... 4
Consolidated Balance Sheet as of May 31, 2001 and August 31, 2000. 5
Consolidated Statements of Operations for the three months ended 6
May 31, 2001 and May 31, 2000 and the nine months ended May 31, 2001
and May 31, 2000
Consolidated Statement of Shareholders' Equity..................... 7
Consolidated Statements of Cash Flows for the nine months
ended May 31, 2001 and May 31, 2000........................... 8
Notes to Consolidated Financial Statements........................ 9-11
5
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Shareholders of
Return Assured Incorporated
We have reviewed the accompanying consolidated balance sheet of Return Assured
Incorporated and Subsidiaries as of May 31, 2001, and the related consolidated
statements of operations for the three and nine month periods then ended, and
the consolidated statements of shareholders' equity, and cash flows for the nine
month period then ended. These 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.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
July 6, 2001
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RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
CONSOLIDATED BALANCE SHEET
MAY 31, 2001 AUGUST 31, 2000
- --------------------------------------------------------------------------------------------------------------------
(unaudited)
ASSETS
Current:
Cash $ 481,294 $ 132,107
Cash in Escrow 3,102,839
Accounts receivable (net of allowance for doubtful accounts of
$52,550 as of May 31, 2001) 757,178 37,759
Inventory (Note 2) 478,833
Prepaid expenses 346,056 270,599
- --------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 5,166,200 440,465
Goodwill (net of accumulated amortization of $380,517) 10,302,298
Property and Equipment (net of accumulated depreciation of $1,069,898
and $16,817, respectively) 1,496,386 97,036
Deferred Offering Cost 1,129,361
Other Assets 44,624
- --------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 17,009,508 $ 1,666,862
====================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 1,218,420 $ 346,166
Current portion of capital lease obligations 140,184
Notes payable 200,000
- --------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 1,558,604 346,166
Capital Lease Obligation, net of current portion 509,939
Notes Payable 200,000
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 2,068,543 546,166
Shareholders' Equity:
Preferred stock, series A, stated value $1,000, authorized 6,000
shares, issued and outstanding 4,202 shares 4,202,252
Common stock - $0.001 par value; authorized 100,000,000 shares,
issued and outstanding 13,974,803 and 4,695,685 shares,
respectively 13,975 4,696
Additional paid-in capital 17,646,918 3,438,516
Accumulated other comprehensive income 503 503
Accumulated deficit (6,922,683) (2,323,019)
- --------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 14,940,965 1,120,696
- --------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 17,009,508 $ 1,666,862
====================================================================================================================
See Notes to Consolidated Financial Statements
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RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
MAY 31, 2001 MAY 31, 2000 MAY 31, 2001 MAY 31,2000
- -----------------------------------------------------------------------------------------------------------------------------------
(unaudited) (unaudited)
Sales $ 1,369,641 $ 3,605,548
Cost of sales 708,894 2,026,367
- -----------------------------------------------------------------------------------------------------------------------------------
Margin 660,747 1,579,181
General and administrative expenses:
Wages and salaries 722,072 $ 7,518 2,090,729 $ 7,518
Professional fees 218,821 79,010 524,066 97,081
Financing Fees 506,000
Insurance 52,078 83,686
Travel and promotion 36,159 43,954 156,219 60,538
Consulting fees 326,838 181,649 595,771 279,267
Rent 16,885 14,457 90,404 32,921
Office and miscellaneous 78,020 8,268 633,938 25,823
Internet service and web design 66,124 26,296 123,741 33,734
Telephone 20,586 48,378
Bad Debts 3,255 3,255 13,230
Interest and finance charges 11,945 545,859
Depreciation and amortization 131,743 4,322 504,762 10,133
- -----------------------------------------------------------------------------------------------------------------------------------
Loss from operations (1,023,779) (365,474) (4,327,627) (560,245)
Other Income 2,231 427,744
- -----------------------------------------------------------------------------------------------------------------------------------
Net Loss (1,021,547) (365,474) (3,899,883) (560,245)
Value of warrants issued in connection with
preferred stock (669,350)
Dividends on preferred stock (12,093) (30,431)
- -----------------------------------------------------------------------------------------------------------------------------------
Net loss attributable to common shareholders $(1,033,640) $(365,474) $(4,599,664) $(560,245)
===================================================================================================================================
Net loss per share - basic and diluted $ (0.12) N/A $ (0.61) N/A
===================================================================================================================================
Weighted average number of shares outstanding 8,722,103 90 7,559,610 90
===================================================================================================================================
See Notes to Consolidated Financial Statements
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RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
Common Shares and
Paid in Capital in Excess Additional
Preferred of $0.001 Par Value Paid-in
Stock Number Amount Capital
- ---------------------------------------------------------------------------------------------------------------------------
Issuance of common stock:
For cash:
Initial shares 90 $ 1
Subscriptions received
Exchange loss
Net loss
- ---------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1999 90 1
Common Stock:
Private placement 1,445,685 1,446 $ 1,054,864
Shares issued for offering costs
For proposed offering 340,000 340 485,860
For private placement 200,000 200 285,800
For private placement 200,000 200 285,800
Value of warrants issued in connection with
proposed offering 233,726
Shares issued to founders' and other employees
and consultants and recapitalization 2,095,000 2,095 885,381
Cancellation of original shares (90) (1)
Financing fees 415,000 415 207,085
Exchange gain
Net Loss
- ---------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 2000 4,695,685 4,696 3,438,516
- ---------------------------------------------------------------------------------------------------------------------------
Preferred shares issued for cash $ 5,000,000
Exercise warrants for cash 100,000 100 199,900
Issuance of warrants for financing fee 100,000 100 199,900
Common Stock Issued as consequence of merger 2,353,304 2,353 12,351,329
Accrual of dividends on preferred stock
Repurchase of common stock (115,385) (115) (724,885)
Common Stock issued on conversion of preferred
stock (797,748) 5,441,199 5,441 805,558
Value of warrants attached to preferred stock 669,350
Common stock issued for services (PlasmaNet) 1,400,000 1,400 585,250
Value of options and warrants granted to
consultants 122,000
Net Loss
- ---------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2001 $ 4,202,252 13,974,803 $ 13,975 $ 17,646,918
===========================================================================================================================
Comprehensive Total Shareholders'
Accumulated Income Subscriptions Equity
Deficit (Loss) Received (Deficiency)
- ----------------------------------------------------------------------------------------------------------------------
Issuance of common stock:
For cash:
Initial shares $ 1
Subscriptions received $ 35,426 35,426
Exchange loss $ (33) (33)
Net loss $ (61,713) (61,713)
- ----------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1999 (61,713) (33) 35,426 (26,319)
Common Stock:
Private placement 1,056,310
Shares issued for offering costs 0
For proposed offering 486,200
For private placement 286,000
For private placement 286,000
Value of warrants issued in connection with
proposed offering 233,726
Shares issued to founders' and other employees
and consultants and recapitalization 887,476
Cancellation of original shares (35,426) (35,427)
Financing fees 207,500
Exchange gain 536 536
Net Loss (2,261,306) (2,261,306)
- ----------------------------------------------------------------------------------------------------------------------
Balance at August 31, 2000 (2,323,019) 503 1,120,696
- ----------------------------------------------------------------------------------------------------------------------
Preferred shares issued for cash 5,000,000
Exercise warrants for cash 200,000
Issuance of warrants for financing fee 200,000
Common Stock Issued as consequence of merger 12,353,682
Accrual of dividends on preferred stock (30,431) (30,431)
Repurchase of common stock (725,000)
Common Stock issued on conversion of preferred
stock 13,251
Value of warrants attached to preferred stock (669,350) 0
Common stock issued for services (PlasmaNet) 586,650
Value of options and warrants granted to
consultants 122,000
Net Loss (3,899,883) (3,899,883)
- ----------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2001 $(6,922,683) $ 503 $ 14,940,965
======================================================================================================================
See Notes to Consolidated Financial Statements
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9
RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS NINE MONTHS
ENDED ENDED
MAY 31, 2001 MAY 31, 2000
- ------------------------------------------------------------------------------------------------------------------
Operating activities:
Net loss $(3,899,883) $(560,245)
Items not involving cash:
Depreciation and amortization 775,849 10,133
Services rendered in exchange for shares,
options and warrants 1,194,650
Loss on sale of assets 75,776
Changes in operating assets and liabilities:
Accounts receivable 14,306 (21,302)
Inventory (44,738)
Prepaid expenses 242,866 (20,909)
Other assets (44,623)
Accounts payable and accrued liabilities 714,930 172,978
- ------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (970,867) (419,345)
Investing activities:
Acquisition of property and equipment (220,034) (93,046)
Advances to shareholder (16,302)
Cash received on sale of assets 6,350
Cash received in acquisition 249,492
- ------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 35,808 (109,348)
Financing activities:
Capital lease payments (87,915)
Payment of notes payable (290,000)
Issuance of common stock (cash) 200,000 530,862
Repurchase of common stock (435,000)
Issuance of preferred stock 5,000,000
- ------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,387,085 530,862
EFFECT OF FOREIGN CURRENCY TRANSLATION (560)
Increase in cash 3,452,026 1,609
Cash, beginning of period 132,107 2,674
- ------------------------------------------------------------------------------------------------------------------
Cash, end of period $ 3,584,133 $ 4,283
==================================================================================================================
Supplemental Schedule of noncash investing and financing activities:
Fixed Assets acquired under capital leases $ 440,040
==================================================================================================================
See Notes to Consolidated Financial Statements
10
RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS
The accompanying consolidated financial statements are unaudited and in
the opinion of management reflect all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation in
accordance with generally accepted accounting principles and with the
instructions to Form 10-QSB. Operating results for the three month and
nine month periods ended May 31, 2001 are not necessarily indicative of
the results that may be expected for the fiscal year ending August 31,
2001. For further information, refer to the annual financial statements of
Return Assured Incorporated and Hertz Technology Group Inc. included in
the 10-KSB report previously filed.
Return Assured Incorporated (the "Company") was incorporated under the
laws of the State of Nevada on June 10, 1999. The Company was deemed to be
in the development stage as more fully defined in Statement No. 7 of the
Financial Accounting Standards Board, through the period ended May 31,
2001. The Company intends to provide a service that will guarantee
customers who order products through the websites of merchant members will
get the product and that the merchant member will honor its stated return
policies.
On October 13, 2000, the Company, through a reverse triangular merger,
became the accounting parent company and the legal subsidiary of Hertz
Technology Group Inc. ("Hertz"). Hertz subsequently was renamed Return
Assured Incorporated, a Delaware corporation. As a result the former
subsidiaries of Hertz have become wholly-owned subsidiaries. The
Consolidated Financial Statements now include the following Companies,
Return Assured Incorporated (Delaware), Return Assured Incorporated
(Nevada), Hertz Computer Corporation, Hergo Ergonomic Support Systems
Inc., Remote IT.com, Inc. and Edutec Computer Education Institute, Inc.
The merger has been accounted for as a purchase with resulting goodwill
amounting to $10,683,000. The consolidated Statements of Operations
include the operations of Hertz and its subsidiaries since the date of the
merger.
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RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
The following pro forma information assumes the acquisition had occurred
at the beginning of the periods presented:
Three Nine Nine
Months Months Months
Ended Ended Ended
May 31 May 31, May 31,
2000 2001 2000
---------- ---------- ----------
Sales 1,700,868 4,217,956 3,280,316
Net Loss (1,587,835) (4,249,312) (2,834,280)
Loss per share - (0.75) (0.54) (1.33)
basic and diluted
Weighted average 2,129,173 7,898,044 2,129,173
number of shares
outstanding
The operations have ceased in Hertz Computer Corporation during the
previous fiscal year and in Edutec subsequent to the end of the previous
quarter.
2. INVENTORY
As at May 31, 2001 inventory consists of:
Raw materials 54,449
Work in progress 62,586
Finished goods 361,798
---------
$ 478,833
=========
3. SEGMENT INFORMATION
For the nine months ended May 31, 2001:
----------------------------------------------------------------------------------------------------------------
Financial Technology
Services Hergo Group Corporate Consolidated
----------------------------------------------------------------------------------------------------------------
Assets 215,582 2,995,774 49,710 13,748,442 17,009,508
12
RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
Sales 10,450 3,119,507 475,591 3,605,548
(unaffiliated)
Net Loss (2,078,796) (72,780) (314,749) (1,433,558) (3,899,082)
For the three months ended May 31, 2001:
----------------------------------------------------------------------------------------------------------------
Financial Technology
Services Hergo Group Corporate Consolidated
----------------------------------------------------------------------------------------------------------------
Sales 468 1,346,657 22,516 1,369,641
(unaffiliated)
Net Income (Loss) (371,849) 4,193 (188,489) (465,403) (1,021,548)
4. CAPITAL TRANSACTIONS
The Company completed a financing of Series A Convertible Preferred Stock
at the same time as the merger (the "Preferred Shares"). The Preferred
Shares carry a dividend of 1% and are convertible at the lesser of the
average three lowest Per Share Market Value Prices for the previous 45 day
period preceding the conversion date or $3.00. Per Share Market Price is
defined as the closing bid prices of the Company's common shares (the
"Common Shares").
The Company placed in Escrow 8,267,195 Common Shares to facilitate
conversion of the Preferred Shares. As of May 31, 2001, the holder of the
Preferred Shares had converted $797,748 of Preferred Shares and $13,252 of
accrued dividends into 5,441,199 Common Shares.
The balance of the Common Shares in escrow were issued as a result of
conversions subsequent to the balance sheet date.
The Company has filed a registration statement on Form S-3 to provide an
additional 8,000,000 shares to provide for future conversions.
5. NOTES PAYABLE
Notes payable as of May 31, 2001 were due to a consultant of the Company
on April 17, 2001. A payment of $90,000 was made to the consultant during
the current period. The Company is currently in negotiations with the
consultant regarding this note.
6. OTHER INCOME
Other income primarily consists of the amount paid to the Company to
13
RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)
vacate the Varick Street Location and the buyout of a consulting contract
the Company had previously entered into.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this Quarterly
Report. Certain statements in this Quarterly Report, which are not statements of
historical fact, are forward-looking statements. See "Special Note Regarding
Forward-Looking Information" on Page 3.
GENERAL
THE MERGER
Earlier this fiscal year, we completed the business combination of the Return
Assured business and the Hertz Technology Group business. On October 13, 2000
Asure Acquisition Corp., a wholly-owned subsidiary of Hertz Technology Group,
Inc., a Delaware Corporation, was merged with and into Return Assured
Incorporated, a Nevada Corporation. At the same time Hertz Technology Group
changed its name to Return Assured Incorporated.
As a result of this merger, Return Assured Incorporated (Nevada) became the
predecessor for accounting purposes. The Consolidated Financial Statements
now include the following companies: Return Assured Incorporated (Delaware);
Hergo Ergonomic Support Systems Inc.; Return Assured Incorporated (Nevada);
Hertz Computer Corporation; Remote IT.com, Inc.; and Edutec Computer
Education Institute, Inc.
The Company now operates in three principal areas; the financial services area
consisting primarily of Return Assured's "Web Seal of Approval" and related
services; the Hergo Group which is comprised of Hergo Ergonomic Support Systems
Inc.; and the Technology Group comprised of Remote IT.com, Inc., Hertz Computer
Corporation and Edutec Computer Education Institute Inc. Hertz Computer
Corporation ceased manufacturing in the latter part of fiscal 2000, and Edutec
ceased active operations in December with the termination of the Varick Street
lease. Consideration is being given to the curtailment of operations of Remote
IT.com, Inc.
The Varick Street lease was terminated and the Company received $240,000 net for
this termination. A total of $300,000 was paid, of which $60,000 was paid to the
real estate broker for commission. Of these proceeds, $90,000 was paid to Eli
Hertz, the Company's former President and Chairman, in partial satisfaction, of
the $290,000 note payable to him.
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The financial statements only include the Hertz operations from October 13,
2000, the date of the merger, to May 31 2001.
PLAN OF OPERATIONS
Results of Operations
The timing of the commencement of our Return Assured operations has coincided
with a significant downturn in the entire Internet sector and although initial
signups with a number of merchants were encouraging, follow-through revenue has
been very disappointing. In addition, the initial rush of inquiries and signups,
announced in early January, have not resulted in significant revenues.
As a result, the Company has reduced operations in the financial services area,
and is looking towards a redefinition of the Return Assured Seal of Approval and
its areas of operations.
In addition, the Company has commenced the search for acquisition and merger
candidates which will allow the Company to sustain operations beyond the
resources which it currently has. Management recognizes that raising additional
funds for a retail-based Internet business will be particularly difficult given
the depressed state of the technology capital markets.
The Company entered into a letter of intent to merge with the Affinity Group of
St. Petersburg, Florida. In February, merger plans were abandoned by mutual
consent of the parties. The Company continued its search for appropriate merger
candidates.
Upon finding a suitable merger candidate, the Company entered into a letter of
intent to merge with Internet Business International Inc ("IBUI") in May 2001
and executed a definitive merger agreement in June 2001. Reference is made to
the Company's Form 8-K filings on May 15, 2001 and June 28, 2001 for details of
the proposed merger.
Upon the completion of the merger with Hertz Technology Group Inc. on October
16, 2000, we also completed a financing in the amount of $5,000,000 through the
issuance of 5,000 convertible Preferred Shares.
Our Return Assured operations have not generated any significant revenues since
inception in June 1999 through May 31, 2001. Our Return Assured operations have
consisted of:
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- determining the feasibility and potential market acceptance of our
web seal service;
- developing the infrastructure to deliver and monitor our web seal
service;
- structuring our cyber insurance policy with Lloyd's of London;
- pursuing our marketing strategy by forming strategic relationships
with web portals;
- raising capital to finance our business plan; and
- assembling our management team.
As noted above, we have scaled back the Return Assured operations and are in the
process of redefining our markets and products in response in order to generate
higher revenues. This redefinition continues and currently we continue to test
market the Seal of Approval with our merger partner, IBUI.
The Company will also be meeting with our insurance underwriter to discuss our
ongoing relationship and to ensure that our product development efforts can be
reconciled with the needs of our insurer.
The Company also intends to continue discussions in order to develop new
products in several areas of customer satisfaction and buyer confidence focusing
on customer needs and the direct marketing industry.
The Company has received a database of names pursuant to the FreeLotto
Agreement and is reviewing options for the use of that database.
Most of our expenses through May 31, 2001 have been for wages and salaries,
professional and consulting fees and financing fees.
17
LIQUIDITY AND CAPITAL RESOURCES
In October 2000, we raised $5,000,000 from the sale of our Series A Convertible
Preferred Stock. After giving effect to the merger, the sale of our Series A
preferred stock and the redemption of Eli Hertz' common stock, we had, as of May
31, 2001, approximately:
$ 3,584,133 in cash; and
$ 3,607,596 in working capital.
A significant portion of our working capital was to have been used to
launch our web seal operations. The cash flow from operations has not been
sufficient to meet our operating expenses. However, the Company has cut staff
and operating expenses and scaled back operations in order to preserve cash. The
cash position will be used in our ongoing effort to redefine the Company's
business model and to launch new products when feasible.
We believe that our current cash will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next twelve months. If cash generated from operations is insufficient to
satisfy our liquidity requirements, we may seek to sell additional equity or
debt securities or to obtain a credit facility. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders. If we issue debt securities, our fixed obligations will increase
and we may become subject to covenants that would restrict our operations. Such
financing may not be available in amounts or on terms acceptable to us, if at
all.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has been named in several lawsuits which were launched against us
during the quarter ended May 31, 2001:
1. We were named in a lawsuit against Internet Business International, Inc.
by Michael Rose, et al, in Orange County Superior Court. This lawsuit
alleges that the Company breached a contract to pay finder's fees on the
merger transaction. It is the Company's position that no liability exists,
and the Company intends to vigorously defend the lawsuit.
2. Michael Mulberry, a former Vice President of the Company, has filed a
lawsuit against the Company claiming wrongful dismissal when his
employment was terminated in February 2001. The outcome of this lawsuit is
not determinable at this time. The Company intends to vigorously defend
this lawsuit.
3. Eli Hertz has filed a lawsuit against the Company, claiming payment due
under a note in the amount of $290,000. The Company has disputed the
timing of the payments and the amount due. The Company is conducting
settlement discussions; however, there can be no assurance that a
settlement will be reached, and in the event that a settlement is not
reached, the Company intends to vigorously defend the suit.
4. A creditor has filed a small claims action against the Company's Nevada
subsidiary in British Columbia Canada. The Company has filed a defense in
this action.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On December 15,2000, we entered into a Program Promotion Agreement with Plasma
Net Inc., the provider of FreeLotto.com., a free online sweepstakes
("PlasmaNet"). Under the Agreement, PlasmaNet and Return Assured will create
promotional programs enhanced by FreeLotto's relationship with its approximately
12,000,000 registered users. Under the programs, FreeLotto members that opt in,
will have their contact information forwarded to us in real time for the purpose
of new membership/database relationship management.
The Company has received a database of names pursuant to the FreeLotto
19
Agreement and is reviewing options for the use of that database.
In exchange for the above-mentioned membership generation, we will, at the end
of each calendar week, issue $6.00 worth of our common stock to PlasmaNet for
each new member referred by us for that week. We have delivered into escrow
1,400,000 shares of common stock. All 1,400,000 have been delivered to PlasmaNet
for the registrations. These shares were subsequently registered pursuant to a
Registration Statement on Form S-3 filed January 16, 2001 (the "Registration
Statement").
These securities were sold under the exemptions from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
Neither we nor any person acting on our behalf offered or sold the securities by
means of any form of general solicitation or general advertising. PlasmaNet,
Inc. represented in writing that it acquired the securities for its own account.
A legend was placed on the certificates stating that the securities have not
been registered under the Securities Act and cannot be sold or otherwise
transferred without an effective registration or an applicable exemption.
The holder of our outstanding Series A Preferred Stock converted a portion of
such preferred stock. On November 11, 2000, it converted $50,000 worth of the
preferred stock for 50,000 shares of common stock. On January 17, 2001, it
converted $125,000 worth of the preferred stock for 529,661 shares of common
stock. On May 16, 2001, it converted $30,000 worth of the preferred stock for
200,000 shares of common stock. On May 22, 2001, it converted $50,000 worth of
the preferred stock for 384,615 shares of common stock. On May 23, 2001, it
converted $55,000 worth of the preferred stock for 423,077 shares of common
stock. On May 24, 2001, it converted $60,000 worth of the preferred stock for
461,538 shares of common stock. On May 25, 2001, it converted $60,000 worth of
the preferred stock for 461,538 shares of common stock. On May 29, 2001, it
converted $70,000 worth of the preferred stock for 538,462 shares of Common
Stock. On May 29, 2001, it converted $62,000 worth of the preferred stock for
476,923 shares of common stock. On May 30, 2001, it converted $61,000 worth of
the preferred stock for 469,231 shares of common stock. On May 30, 2001, it
converted $66,000 worth of the preferred stock for 507,692 shares of Common
Stock. On May 31, 2001, it converted $58,500 worth of the preferred stock for
450,000 shares of common stock. On May 31, 2001, it converted $63,500 worth of
the preferred stock for 488,462 shares of common stock. These shares of common
stock were delivered from escrow to the holder upon conversion under the
exemption from registration provided by Section 4(2) of the Securities Act.
20
These shares were registered pursuant to a Registration Statement filed on Form
S-3 ("S-3 Registration Statement") prior to and in anticipation of the Merger.
This S-3 Registration Statement was filed under Hertz Technology Group Inc.
dated August 28, 2000 and amended on both September 5, 2000 and October 4, 2000.
An additional Registration Statement has been filed on Form S-3 on June 7, 2001
and amended on June 26, 2001, pursuant to the preferred share agreements, so
that an additional 8,000,000 shares are available for conversion. The shares
will be held in escrow until such conversions occur. The Company is awaiting
comment from the Securities and Exchange Commission in respect of this
Registration Statement
ITEM 3. DEFAULTS IN SENIOR SECURITIES
None.
21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company is preparing a Registration Statement on Form S-4 (the "S-4
Registration Statement") and a proxy statement to request shareholders' approval
of the following:
1. Sale of Hergo Ergonomic Systems Inc. and Remote IT.com, Inc.;
2. Consolidation of Securities;
3. The Proposed Merger with Internet Business International Inc.;
4. Election of the Board of Directors;
5. An increase in the number of authorized shares from 50,0000,000 to
200,000,000;
6. Change of the Company's Name.
ITEM 5. OTHER INFORMATION
The Company received a letter from Nasdaq indicating that it has not met
the ongoing listing requirements in that the Company's Common Shares have traded
below $1.00 for more than 30 consecutive trading days. The Company's Common
Shares now must close above $1.00 for 10 consecutive trading days or the Company
may be at risk of losing its Nasdaq listing. The Company has further received a
letter informing us that the Company's securities may be delisted from the
Nasdaq SmallCap Market. In order to avoid this delisting, the Company has
appealed to Nasdaq. The Company has determined that, in addition to its proposed
Merger with IBUI, a 1:6 consolidation of it securities is warranted. The Company
met with the Nasdaq regarding the possible delisting of its securities on July
12, 2001. The Company was informed by Nasdaq that a decision on this matter
would be made on or before August 12, 2001.
The Company has filed a Form S-3 Registration Statement to register
8,000,000 common shares to be held in escrow to be issued on conversion of the
Preferred Shares which remain outstanding. At the current conversion price,
these 8,000,000 Common Shares will not be sufficient to provide for conversion
of all of the outstanding Preferred Shares.
22
Item 6. Exhibits and Reports on Form 8-K
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1.1(1) Certificate of Incorporation, as amended.
3.1.2(2) Certificate of Incorporation, as amended.
3.1.3(2) Certificate of Incorporation, as amended.
3.1.4(2) Certificate of Incorporation, as amended.
3.1.5(3) Certificate of Incorporation, as amended.
3.1.6(4) Certificate of Incorporation.
3.2(1)(4) Bylaws.
4.1.1(5) Specimen Stock Certificate, Common Stock.
4.1.2(2)(6) Certificate of Designation of Convertible Preferred Stock,
Series A, as amended.
(1) Incorporated by reference to Return Assured's Current Report on Form 8-K
(File No. 0-21679), filed on October 20, 2000.
(2) Incorporated by reference to Return Assured's Registration Statement on
Form S-8 (File No. 333-35004), filed on April 18, 2000.
(3) Incorporated by reference to Amendment No. 2 to Return Assured's
Registration Statement on Form SB-2 (File No. 333-09783), filed on October
21, 1996.
(4) Incorporated by reference to Return Assured's Registration Statement on
Form SB-2 (File No. 333-09783), filed on August 8, 1996.
(5) Incorporated by reference to Return Assured's Annual Report on Form 10-KSB
(File No. 0-21679), filed on December 14, 2000.
23
(6) Incorporated by reference to Return Assured's Registration Statement on
Form S-3 (File No. 333-44614), filed on August 25, 2000.
(b) Reports on Form 8-K:
On May 15, 2001, Return Assured filed a report on Form 8-K to report that
it had signed a Letter of Intent (the "LOI") with Internet Business's
International, Inc. ("IBUI") to acquire IBUI through a reverse triangular
merger.
On June 26, 2001, Return Assured filed a report on Form 8-K to report that
it had entered into an Agreement and Plan of Merger and Share Exchange (the
"Merger Agreement") with IBUI to effect the planned acquisition of IBUI.
No other Form 8-K's were filed during the period represented by this
Quarterly Report on Form 10-QSB.
24
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RETURN ASSURED INCORPORATED
Dated: July 20, 2001 By: /s/ Matthew Sebal
----------------------------------
Matthew Sebal
President and Chief Executive Officer
Dated: July 20, 2001 By: /s/ Michael Sweatman
----------------------------------
Michael Sweatman
Chief Accounting Officer and Vice
President, Finance