1
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 period ended September 30, 1997
--------------------------------------------
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: 0-15081
-------
iX SYSTEMS INC. (Formerly Smartcard International Inc.)
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-3170130
- ----------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer identification No.)
Incorporation or organization
P.O. Box 3119, S. Farmingdale, NY 11735
- ----------------------------------- ----------
(Address of principal executive offices) (Zip Code)
- ------------------------------------------------------------------------------
(registrant's telephone number, including area code)
Former address: 90-A Adams Avenue, Hauppauge, NY 11788
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark 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 proceeding 12 months (or for such shorter period that the
Registrant was requited to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------ -------
As of November 3, 1997, 54,794,889 shares of Common Stock, par value $.001
per share, were outstanding.
2
iX SYSTEMS, INC. (Formerly SmartCard International Inc.)
(A company in the development state)
CONTENTS
PART I. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Balance sheet - September 30, 1997 and December 31,1996 . . . . . . . . . . . . . . . 3
Statements of operations - three, nine months ended September 30, 1997
and 1996, and the period January 6, 1983 (Date of Incorporation) to September 30, 1997 4
Statements of cash flows - nine months ended September 30, 1997 and 1996
and the period January 6, 1983 (Date of Incorporation) to September 30, 1997 . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Management's Discussion and Analysis of Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2
3
PART I. FINANCIAL INFORMATION
iX SYSTEMS, INC.
( A company in the development stage)
BALANCE SHEET
June 30, December 31,
ASSETS 1997 1996
- ------------------------------------------- ----------------------- ------------------------
(Unaudited)
Current Assets:
Cash $79,282 $111,371
----------------------- ------------------------
Total Current Assets 79,282 111,371
----------------------- ------------------------
Total Assets $79,282 $111,371
======================= ========================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- --------------------------------------------------
Current Liabilities:
Accounts payable and accrued liabilities $1,238,396 $1,252,012
Notes payable (Notes C and D) 1,810,075 1,810,075
----------------------- ------------------------
Total Current Liabilities 3,048,471 3,062,087
----------------------- ------------------------
----------------------- ------------------------
Total Liabilities 3,048,471 3,062,087
----------------------- ------------------------
Commitments and Contingencies
Stockholders' Deficiency:(Notes C and D):
Preferred stock, $1.00 par value:
Authorized, 250,000 shares
9% Cumulative Convertible series A
Issued and outstanding, 600 shares 600 600
Common Stock, $.001 par value:
Authorized 100,000,000 shares
Issued and outstanding , 54,794,889 shares 54,795 54,795
Additional paid-in capital 11,350,501 11,350,501
Deficit accumulated during development stage (14,375,085) (14,356,612)
----------------------- ------------------------
Total Stockholders' Deficiency (2,969,189) (2,950,716)
----------------------- ------------------------
Total Liabilities and Stockholders' Deficiency $79,282 $111,371
======================= ========================
See notes to financial statements.
3
4
iX SYSTEMS, INC.
( A company in the development stage)
STATEMENT OF OPERATIONS
Three months ended Nine months ended January 6, 1983*
September 30, September 30, to September 30,
1997 1996 1997 1996 1997
------------------------------- ------------------------------ --------------
Revenues:
Project revenues - - - - $1,234,651
Interest income 523 661 1,742 2,091 448,467
Rent, consultant fee and other - - - - 153,856
--------------- -------------- ------------- ------------ ---------------
523 661 1,742 2,091 1,836,974
--------------- -------------- ------------- ------------ ---------------
Expenses:
Project costs - - - - 930,682
Research and development - - - - 8,571,711
Management fees - - - - 355,747
Professional fees - - - - 1,624,693
General and administrative 3,000 1,453 20,215 24,668 4,685,908
--------------- -------------- ------------- ------------ ---------------
3,000 1,453 20,215 24,668 16,168,741
--------------- -------------- ------------- ------------ ---------------
Loss form sale of furniture and equipment - - - - (43,318)
--------------- -------------- ------------- ------------ ---------------
Net Loss ($2,477) ($792) ($18,473) ($22,577) ($14,375,085)
=============== ============== ============= ============ ===============
Net Loss per Common Share - - - -
=============== ============== ============= ============
Average Number of Common Shares 54,794,889 54,794,889 54,794,889 5,479,889
=============== ============== ============= ============
Dividends per Common Share -0- -0- -0- -0-
=============== ============== ============= ============
*Date of Incorporation
See notes to financial statements.
4
5
iX SYSTEMS, INC.
(A company in the development stage)
STATEMENT OF CASH FLOWS
Nine months ended
September 30, January 6, 1983*
----------------------------------------- to September 30,
1997 1996 1997
------------- ----------------- -------------------
Operating Activities:
Net Loss ($18,473) ($22,577) ($14,375,085)
Adjustments to Reconcile Net Loss to Net Cash
used in operating activities:
Depreciation and amortization - - 203,905
Loss on sale of furniture,fixtures and equipment - - 43,318
Deferred compensation relating to stock options - - 351,250
Increase in accounts receivable net - - -
(increase) in prepaid assets - - -
Non cash contributions for services - - 144,380
Payment for professional services - - 185,393
Decrease/(increase) in other assets - - (142,599)
Decrease/(increase) in accounts payable
and accrued liabilities and liabilities to
related parties (13,616) - 1,594,071
Increase/(decrease) in other liabilities - - 9,000
------------- ----------------- --------------------
Net Cash Used In Operating Activities (32,089) (22,577) (11,986,367)
------------- ----------------- --------------------
Investing Activities:
Purchase of furniture,fixtures and equipment - - (251,070)
Proceeds from sale of furniture,fixture and equipment - - 4,446
------------- ----------------- --------------------
Net Cash Provided By/(Used In) Investing Activities - - (246,624)
------------- ----------------- --------------------
Financing Activities:
Net proceeds from issuance of preferred stock - - 1,456,783
Net proceeds from issuance of common stock - - 8,000,490
Payment of note payable - - (9,500)
Proceeds from note payable - - 2,864,500
------------- ----------------- --------------------
Net Cash Provided By Financing Activities 0 0 12,312,273
------------- ----------------- --------------------
Increase/(Decrease) in cash and cash equivalents (32,089) (22,577) 79,282
Cash and Cash Equivalents at Beginning of Period 111,371 138,220
------------- ----------------- --------------------
Cash and Cash Equivalents at Ending of Period $79,282 $115,643 $79,282
============= ================= ====================
See notes to financial statements.
5
6
iX SYSTEMS, INC. (Formerly SmartCard International Inc.)
(A company in the development stage)
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
A. MANAGEMENT'S STATEMENT
In the opinion of management, the accompanying financial statements
contain all adjustments necessary to present fairly the financial position at
September 30, 1997 and the related statements of operations for the three month
and nine months periods ended September 30, 1997 and 1996 and the period
January 6, 1983 (Date of Incorporation) to September 30, 1997, and statements
of cash flows for the nine month periods ended September 30, 1997 and 1996 and
the period January 6, 1983 (Date of Incorporation) to September 30, 1997.
B. BASIS OF PRESENTATION
iX Systems, Inc. (the "Company") is considered a development stage
company under Statement of Financial Accounting Standards No. 7 "Accounting and
Reporting by Development Stage Companies", which requires development stage
companies to employ the same accounting principles as operating companies.
The accounting policies employed to prepare the interim financial
statements are consistent with those employed in the Company's annual financial
statements.
C. DEBT FINANCING
In November 1990, Poly Ventures L.P.I loaned the Company $400,000.
The loan was for a one-year period (which was extended in November 1991 on a
month-to-month basis) with interest at prime (6 1/2% at December 31, 1991),
plus 1%. The loan agreement provided for the issuance of a five-year warrant
to Poly Ventures L.P.I to purchase 640,000 shares of the Company's Common Stock
at a price of $.125 per share. The loan was converted to Common Stock in 1992
(see Note D).
During 1991, Poly Ventures L.P.I loaned the Company $850,000 in the
form of a series of convertible promissory notes. The loans were for a
one-year period with various due dates with interest at a rate of 12%. The
notes were convertible into shares of the Company's common stock at a price of
$.125 per share. The promissory notes were converted to Common Stock in 1992
(see Note D).
On February 13, 1992, the Company entered into an agreement to convert
all accrued and unpaid interest and dividends, which totaled $205,075; owed by
Company to Poly Ventures I, in connection with the $400,000 loan and $850,000
promissory notes held by Poly Ventures I and converted into Common Stock on
that date(see Note D), to a promissory note with interest at prime and payable
in full by June 1994.
On October 6, 1992, the Company issued a 10 percent promissory note to
Poly Ventures L.P. I in exchange of $9,500. The Company repaid the loan on
January 6, 1993 along with interest.
6
7
On October 13, 1992, the Company borrowed $105,000 from an investor
and issued a senior convertible demand promissory note with interest rate at 6
percent per annum. The principal of and the accrued interest on this Note
shall, at the sole option of the Lender, be convertible in full at any time
after the date hereof, at a conversion price of $.125 per share for a period of
two years from October 13, 1992. In addition, the Company also issued warrants
to purchase 840,000 shares of the Company's Common Stock at the price of $.125
per share for a period of three years.
On December 8, 1992, the Company entered into a loan agreement with a
group of investors which included Poly Ventures L.P. II, wherein outside
investors and Poly Ventures L.P.II provided total financing of $1,000,000 in
cash in exchange for senior convertible demand promissory notes. The Notes are
due December 8, 1995 with an interest rate at 6 percent per annum. The
principal of and accrued interest on the Note shall, at the sole option of the
Lender, be convertible in full at any time after the date hereof, at a
conversion price of $.125 per share. In addition, the Company also issued
warrants to purchase 8,000,000 shares of the Company's common stock at the
price of $.125 per share, exercisable over a period of three years.
On June 14, 1993, the Company entered into a loan agreement with a
group of investors including Poly Venture II and issued senior convertible
demand promissory notes totaling $500,000, with interest rate at prime plus 2
percent per annum. The principal and accrued interest on this Note shall, at
the sole option of the Lender, be convertible in full at any time after the
date hereof, at a conversion price based on the price paid for any new
investment by a third party of at least $750,000, calculated as follows:(i).
For first six months convertible at price of any new investment by third party
of greater or equal to $ 750K. (ii). For next three months convertible at 85%
of such price. (iii). From thereafter, until term of loan convertible at 70%
of such price. In addition, the Company also issued warrants to purchase
6,250,000 shares of the Company's Common Stock at the price of $.08 per share
for a period of three years.
As a result of these transactions, Poly Ventures L.P.I and Poly
Venture II would own approximately 48% of the Company's Common Stock assuming
conversion of all convertible debt, preferred stock and exercise of warrants.
D. EQUITY FINANCING
In July 1990, the Company entered into an investment agreement which
Poly Ventures L.P. I (a venture capital limited partnership, which prior to
this transaction owned approximately 50% of the Company's Common Stock on a
fully diluted basis), whereby the Company received $600,000 in cash in exchange
for 600 shares of 9% Series A Cumulative Convertible Preferred Stock, which is
convertible into 4,800,000 shares of Common Stock.
On February 13, 1992, the Company entered into an investment agreement
with a group of accredited investors which included Poly Ventures L.P. I. As a
result of this transaction, outside investors, and Poly Ventures L.P.I provided
total financing of $975,000 in cash in exchange for 7,800,000 shares ($.125 per
share) of the company's Common Stock. Pursuant to the agreement, Poly Ventures
L.P.I agreed to contribute $100,000 in exchange for shares of the Company's
Common Stock at a price of $.125 per share (800,000 shares). Poly Ventures
L.P.I also agreed to convert its November 1990 $400,000 note to Common Stock at
a price of $.125 per share (3,200,000 shares) and to cancel the underlying
warrants. Additionally, Poly Ventures L.P. I agreed to convert all its
convertible promissory notes (aggregating $850,000) to Common Stock at a price
of $.125 per share (6,800,000) (see Note C). In accordance with the agreement,
the convertible promissory notes were converted once shareholders' approval to
increase the authorized number of shares was granted in September 1992. The
agreement also called for Poly Ventures L.P. to convert all currently owned
interest and dividends through February 13, 1992, which amounted to $205,075,
to a promissory note with interest at prime (6% at December 31, 1992), payable
in two
7
8
installments due June 1993 and June 1994. The remaining investors contributed
$875,000 in cash in exchange for shares of the Company's Common Stock at a
price of $.125 per share (7,000,000 shares).
During August 1992, the Company entered into an investment agreement
with a group of accredited investors which included Poly Ventures L.P. I and
some of the same investors from the February financing. As a result of this
transaction, outside investors and Poly Ventures L.P.I provided total financing
of $400,000 in cash in exchange for 3,200,000 shares ($.125 per share)of the
Company's Common Stock. Pursuant to this agreement, Poly Ventures L.P.I agreed
to invest $50,000 in cash in exchange for shares of the Company's Common Stock
at a price of $.125 per share (400,000 shares). The remaining investors
contributed $350,000 in cash in exchange for shares of the Company's Common
Stock at a price of $.125 per share (2,800,000 shares). In addition, the
Company also issued warrants, valid for a period of five years, to purchase
2,571,429 shares of the Company's Common Stock at the price of $.178 per share.
In January 1993, the Company issued 3,342,857 shares of Common Stock
to the February 13, 1992 investors pursuant to the antidilution provisions of
the investment agreement and such additional shares are reflected as
outstanding shares at December 31, 1992.
E. CESSATION OF BUSINESS
As of August 6, 1993, The Board of Directors determined that in view
of working capital deficiencies, lack of demand for the Company's electronic
transaction terminal, the large additional capital investment required to
continue operations, and in order to preserve remaining capital resources of
the Company, to immediately cease all ongoing operations of the Company except
for any activity necessary to preserve corporate integrity, assets and capital.
Presently, the Company is seeking a suitable merger or acquisition
partner that can utilize the Company's corporate structure and its propriety
technology. However, there is no assurance that a suitable merger or
acquisition partner can be found.
8
9
iX SYSTEMS, INC. (Formerly SmartCard International Inc.)
(A company in the development stage)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATIONS - nine months ended September 30, 1997 compared with prior year.
The Company was a development stage enterprise engaged in the product
and market development of electronic transaction systems. As of August 6,
1993, the Company ceased all ongoing operations. Presently, the Company is
seeking a suitable merger or acquisition partner that can utilize the Company's
corporate structure and/or its propriety technology(see Note E). Recently, the
Company entered into a License Agreement with Refac International,
Ltd.("Refac") whereby Refac was granted the right to license to other parties
to manufacture and sell certain intellectual property of the Company consisting
of patents for a smartcard product.
The Company's total expenditures for the nine months ended September
30, 1997 and for the nine months ended September 30, 1996 were $20,215 and
$24,668 respectively.
Interest income was $1,742 for the nine months ended September 30,
1997 as compared to $2,091 for the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at September 30, 1997 were $79,282 as
compared to $111,371 at December 31, 1996. At September 30, 1997, the working
capital deficiency was $2,969,189 compared with a working capital deficiency of
$2,950,716 at December 31, 1996.
The Company is in default which respect to a payment of interest and
principal on several promissory notes aggregating $2,296,985 which have matured
in June 1993 ,October 1994 and December 1995 respectively.
9
10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE SECURITIES
None
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None
ITEM 4. SUBMISSION TO A VOTE OF A SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
License Agreement with Refac International, Ltd.("Refac")
10
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
iX Systems, Inc.
/s/ JAMES JULIANA
- ---------------------------
James Juliana Date: November 14, 1997
President
11