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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
--------------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
----------------- -----------------
Commission file number 000-30397
---------------------------------------
IVP TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 65-6998896
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
54 Village Centre Place, Suite 300, Mississauga, Ontario, Canada L4Z 1V9
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(905) 306-9343
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a 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: 41,310,848 shares of common stock,
$.001 par value, were outstanding on May 15,2001
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BALANCE SHEETS
At December 31, 2000 and March 31, 2001
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2000
For the three months ended March 31, 2001
STATEMENTS OF STOCKHOLDERS EQUITY
For the Period from January 1, 1998
(Inception of Development Stage) to December 31, 2000
For the three months ended March 31, 2001
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2000
For the three months ended March 31, 2001
For the period from January 1, 1998
(Inception of Development Stage) to March 31, 2001
NOTES TO FINANCIAL STATEMENTS
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2001
CONTENTS
Page
FINANCIAL STATEMENTS
Consolidated Balance Sheet as of
March 31, 2001 (unaudited) and December 31, 2000 1
Consolidated Statements of Operations for the
Three Months Ended March 31, 2001 and March 31, 2000 (unaudited)
and for the Period From January 1, 1998 (inception of development stage)
to March 31, 2001 2
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2001 and March 31, 2000 (unaudited)
and for the Period From January 1, 1998 (Inception of Development stage)
to March 31, 2001 3
Notes to Consolidated Financial Statements As of March 31, 2001 4 - 6
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2001
March 31 December 31
2001 2000
------------ ------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash 7,253 1,424
Accounts receivable (note 2) 6,672 6,452
------------ ------------
TOTAL CURRENT ASSETS 13,925 7,876
------------ ------------
OTHER ASSETS
Miscellaneous Receivable 872 872
------------ ------------
TOTAL ASSETS $ 14,797 $ 8,748
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities 509,931 447,295
------------ ------------
STOCKHOLDERS' DEFICIENCY
COMMON STOCK (note 6)
Common stock, $.001 par value 50,000,000 authorized,
40,310,848 issued and outstanding at March 31, 2001
and 39,110,848 issued and outstanding at
December 31, 2000 respectivel 40,311 39,111
Additional paid-in capital 12,317,956 12,151,156
------------ ------------
12,358,267 12,190,267
ACCUMULATED DEFICIT (accumulated in development
stage $11,716,663 and $11,336,362 in the three months
ended March 31, 2001 and the year ended
December 31, 2000 respectively) (12,692,829) (12,312,528)
------------ ------------
(334,562) (122,261)
------------ ------------
Less deferred compensation (160,572) (316,286)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIENCY (495,134) (438,547)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 14,797 $ 8,748
============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
1
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative from
Three Months Ended January 1, 1998
March 31 (Inception of
(unaudited) development stage) to
2001 2000 March 31, 2001
------------ ------------ --------------
REVENUE $ 27,060 $ -- $ 67,062
------------ ------------ ------------
OPERATING EXPENSES
Amortization -- 66,184 220,000
Bad debts -- -- 25,000
Bank charges 119 23 1,046
Commissions -- -- 22,975
Foreign exchange (gain) -- 2,582 (26,354)
Interest -- -- 27,461
Legal and accounting 4,000 93,653 409,654
Management fees 3,500 2,000 762,341
Office and general 2,756 150 57,776
Development fees and
software support 12,600 12,609 125,514
Consulting fees 366,463 435,000 5,225,120
Travelling and promotion 17,923 5,577 201,022
------------ ------------ ------------
TOTAL OPERATING EXPENSES 407,361 617,778 7,051,555
------------ ------------ ------------
LOSS FROM OPERATIONS (380,301) (617,778) (6,984,493)
OTHER EXPENSE
WRITE DOWN
OF GOODWILL -- -- (4,000,000)
------------ ------------ ------------
LOSS BEFORE EXTRA-
ORDINARY ITEM (380,301) (617,778) (10,984,493)
EXTRAORDINARY ITEM:
LOSS ON EXTINGUISHMENT
OF DEBT -- -- (732,170)
------------ ------------ ------------
NET LOSS $ (380,301) $ (617,778) $(11,716,663)
============ ============ ============
NET LOSS PER SHARE-
BASIC AND DILUTED:
Loss before extra-
ordinary item (0.01) (0.02) (0.44)
Extraordinary loss 0.00 0.00 (0.03)
------------ ------------ ------------
NET LOSS (0.01) (0.02) (0.47)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF
OUTSTANDING COMMON SHARES-
BASIC AND DILUTED 39,555,792 28,658,980 25,234,617
============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
2
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative from
Three Months Ended January 1, 1998
March 31 (Inception of
(unaudited) development stage) to
2001 2000 March 31, 2001
------------ ------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(380,301) $(617,778) $(11,716,663)
--------- --------- ------------
Adjustments to reconcile net
loss to net cash (used in)
operating activities:
Amortization -- 66,184 220,000
Loss on extinguishment of debt -- -- 732,170
Write-off of goodwill and other costs -- -- 4,000,000
Stock issued for services 323,715 -- 5,082,090
Changes in operating assets and liabilities:
Increase (decrease)
Accounts receivable (220) -- (6,672)
Accounts payable and accrued liabilities 62,635 3,176 438,801
--------- --------- ------------
Total adjustments 386,130 69,360 10,466,389
--------- --------- ------------
Net cash used in operating activities 5,829 (548,418) (1,250,274)
CASH FLOWS FROM INVESTING ACTIVITIES:
Minority interest -- -- 400
Other -- -- 400
--------- --------- ------------
Net cash used in investing activities -- -- 800
--------- --------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and
collected subscriptions 811,351 1,235,321
Proceeds from loans -- -- 14,335
Proceeds from stockholders -- -- 6,618
--------- --------- ------------
Net cash provided by financing activities -- 811,351 1,256,274
--------- --------- ------------
Net increase in cash 5,829 262,933 6,800
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,424 281 453
--------- --------- ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 7,253 $ 263,214 $ 7,253
========= ========= ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2001
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and Exchange
Commission for interim financial information. Accordingly, they do not
include all the information and footnotes necessary for a comprehensive
presentation of financial position and results of operation.
It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statement presentation. The results for
the interim period are not necessarily indicative of the results to be
expected for the year.
For further information, refer to the consolidated financial statements
and footnotes in the Company's audited financial statements for the
year ended December 31, 2000 included in the Form 8-K filed on March
22, 2001.
2. ACCOUNTS RECEIVABLE AND DEFERRED REVENUE
During August 2000, the company entered into a contract to sell a
software license. The contract is for $107,360 with $26,840 payable on
the effective date of the contract with the remainder paid in twelve
(12) equal instalments of $6,710, on the first of each month. The
company has recognized revenue in the amount of $27,060 for the three
months ended March 31, 2001. The Company regonized $40,002 in revenue
for the year ended December 31, 2000. The Company has collected $60,390
since the inception of the contract with a remaining accounts
receivable balance of $6,672 at the balance sheet date.
3. DEVELOPMENT STAGE COMPANY
The company is considered to be in the development stage as defined in
the Statement of Financial Accounting Standards No. 7. There have been
no significant operations since incorporation. Activities from
inception of the development stage include raising of capital and
negotiating and acquisition of software distribution licenses.
4. EQUITY
The balance at the beginning of the year of the common stock account is
39,110,848 shares amounting to $12,190,267. During the three month
period ended March 31, 2001 the company issued 1,200,000 shares valued
at $168,000 in connection with the Service Agreement discussed in
Note 6.
4
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2001
5. GOING CONCERN
As reflected in the accompanying financial statements, the Company's
recurring losses of $12,692,829, and its working capital deficiency of
$496,006 and stockholders' deficiency of $495,134, raise substantial
doubt about its ability to continue as a going concern. The ability of
the Company to continue as a going concern is dependent on the
Company's ability to raise additional capital and implement its
business plan. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
The Company has entered into a software distribution agreement, has
raised equity capital and intends on raising additional equity capital
in order to implement its business plan and marketing efforts.
Management believes that actions presently being taken to obtain
additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
6. SERVICE AGREEMENT
In February 2001 the Company extended an Investor Relations Agreement
for six months from March 1, 2001 through August 31, 2001. In
consideration for these services the Company issued 1,200,000 common
shares. Additionally the Company will pay a monthly charge of $2,500
over the six month period. The 1,200,000 common shares were valued at
$.14 per share with a fair market value of $168,000 based on the quote
share price at the time the Agreement was approved of by the Board of
Directors. As of March 31, 200 1 the Company recognized $28,000 of
consulting expense and recorded $140,000 of deferred compensation for
unearned consulting services. The balance in deferred compensation will
be amortized on a pro-rata basis over the remaining life of the
agreement (See Note 4).
7. SUBSEQUENT EVENTS
In April 2001 the Company issued 1,000,000 common shares under a
consulting agreement. The term of the agreement is for six months. The
1,000,000 common shares will be valued at .14 cents per share with a
fair market value of $140,000 based on the quoted share price at the
agreement date. The $140,000 will be regonized as consulting expense
over the service period.
A subscription agreement was signed in April 2001 for 5,500,000 common
shares for a aggregate subscription price of $550,000.
On March 17, 2000, the Company entered into a consulting agreement with
a former stockholder of the acquired inactive reporting shell company.
5
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2001
7. SUBSEQUENT EVENTS Cont'd
The consulting agreement states that one year after the execution of
the agreement ("reset date"), the 350,000 common shares issued by the
Company to the former stockholder shall be increased or decreased based
upon the average closing price of the Company's stock 30 days prior to
the reset date, so the value of the 350,000 shares will equal $500,000.
The average closing price of the stock was .1487 cents per share.
Therefore, the Company must issue an additional 3,012,475 common shares
to consultant. A s of the date of this report, the Company has received
a request for the additional shares but the shares remain to be issued.
6
ITEM 2. PLAN OF OPERATIONS
The following is a discussion of our plan of operation and should be
read together with our financial statements and notes included in this 10-QSB.
The following discussion contains certain forward-looking statements
that involve risks and uncertainties. Our actual future results could differ
materially from those foreseen in this discussion.
Overview.
We were incorporated in the State of Nevada on February 11, 1994 under
the name Mountain Chef, Inc. On November 16, 1994, the corporation changed its
name to IVP Technology Corporation (which may be referred to herein as "we,"
"us," "IVP" or the "Company") for the purpose of identifying and acquiring
private companies and/or their technologies in the high technology field. On
March 30, 1999, we entered into a fourteen-month software distribution agreement
with Orchestral Corporation whereby Orchestral granted to us the exclusive right
to market and distribute Orchestral's PowerAudit software in the United States.
In September 1999, the distribution agreement was amended to include the
European Economic Community. In May 2000, the Software Distribution Agreement
was further amended among other things, to extend the term of the agreement and
expand the territory and provide for additional consideration to Orchestral.
PowerAudit is a platform for remote data collection and market survey
purposes. PowerAudit operates on handheld computers that run on Microsoft's
Windows CE operating system and allows field employees to collect specific data
and transmit that data via the Internet to a server located at the employee's
main office or other location. PowerAudit was designed for use by organizations
that market and distribute many products, including entities such as consumer
goods distributors and pharmaceutical and healthcare companies.
We presently are initiating marketing operations in the United States
and Europe and will target HPC original equipment manufacturers, computer
systems integrators, data base management and service providers and potential
end-users of the software. At such time as funds become available, if ever, we
intend to engage marketing personnel and implement our marketing plan.
On February 14, 2001, we entered into an agreement to extend the
Consulting and Advisory Agreement of September 1, 2000 with Barry Gross doing
business as Gross Capital Associates ("GCA"). Pursuant to the terms of the
extending agreement GCA will continue to:
* assist us in the development of due diligence information
relating to IVP as required by industry professionals, NASD
brokers, research analysts and investors;
* assist us in the dissemination of information about IVP to
brokerage industry professionals including investors and brokers,
and
* source, interview and qualify NASD brokers in the United States
Our agreement with GCA is for a second term of six (6) months. In
consideration for the services to be be provided by GCA we agreed to pay GCA the
sum of $2,500 per month, issue and deliver one million, two hundred thousand
(1,200,000) shares of our common stock and cause the earliest possible
registration of the common stock issued to GCA for trading.
For the three months ended March 31, 2001, we generated revenues of
$27,060 from sales of PowerAudit. At March 31, 2001, we had a cumulative working
capital deficiency of $496,006 and a cumulative net operating loss of
$12,692,829 attributable to our PowerAudit operations. We have not been
profitable since inception and we expect to incur operating losses through at
least the end of 2001. Except as described in the Software Distribution
Agreement, we have no cash obligations at this time.
Plan of Operation.
We require immediate, substantial additional funds to implement our
business plan, including the full range of marketing programs and plans for
future growth. We require funds for the following purposes:
o to implement our marketing strategy;
o to develop and implement a customer service department to assist
end-users of PowerAudit with problems;
o to develop future products;
o to take advantage of unanticipated opportunities, such as major
strategic alliances or other special marketing opportunities and
acquisitions of complementary businesses or assets.
We will seek to obtain additional funds through sales of equity and/or
debt securities, or other external financing in order to fund our current
operations and to achieve our business plan. We cannot give any assurances that
additional capital resources will be available, or, if available, on acceptable
terms. Any additional equity financing will dilute the equity interests of
existing security holders. If adequate funds are not available or are not
available on acceptable terms, our ability to execute our business plan and our
business could be materially and adversely affected.
We intend to continue using equity to compensate our management and
consultants and to use stock based compensation to attract and motivate new and
existing personnel. At such time as we obtain financing, we will seek to engage
additional executive officers and marketing personnel.
We believe that we have taken significant and productive steps toward
implementing a portion of our marketing program for PowerAudit with the
engagement of (i) a licensee of PowerAudit which will be responsible for
marketing the product to end-users within the automotive and real
estate/mortgage business sectors and (ii) an entity that will assist us in with
the European market.
Management intends to focus on the following issues in the 2001 fiscal
period:
o to obtain a listing of its common stock on the NASDAQ Small Cap
Market;
o to complete a financing which will allow us to:
o to secure the services of five additional employees, including a
Chief Executive Officer, Chief Operating Officer, Chief Technology
Officer, a US marketing manager and a European marketing manager;
o implement our marketing plan; and
o identify, evaluate and, where appropriate, acquire the rights to
additional software products.
We recognize that the Windows CE operating system for HPC's is not as
widely distributed as the Palm operating system for HPC's. The trend over the
last two years indicates that HPC's employing the Palm operating system are
increasing as a percentage of the total market for HPC's. We believe that HPC's
employing the Palm operating system are being used primarily for personal use
and not by businesses or in a business context. We further believe that as
businesses are made aware of the utility of software such as PowerAudit that
many such operations could begin to offer HPC's running on the Window CE
platform to their employees in an effort to increase productivity. We will seek
to extol the advantages PowerAudit software offers to businesses to overcome the
current trend.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Consulting and Advisory Extension Agreement dated February 14, 2001
(b) Reports on Form 8-K.
None
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.
----------------------------------
(Registrant)
Date
------------------------------- -----------------------------------
(Signature)*
Date
------------------------------- -----------------------------------
(Signature)*
*Print the name and title of each signing officer under his signature.
http://www.sec.gov/divisions/corpfin/forms/10qsb.htm
Last update: 06/07/2000
February 14, 2001
EXTENSION AGREEMENT
Mr. John Maxwell
IVP Technology Corporation
300 54 Village Centre Place
Mississauga, Ontario, Canada L47 1V9
RE: Extension of Consulting and Advisory Agreement dated September 1, 2000 by
and between Barry Gross D/B/A Gross Capital Associates and IVP Technology
Corporation.
Dear John,
Section 7, subsection 1 of the Consulting and Advisory Agreement
("Agreement") dated September 1, 2000 between Gross Capital Associates and IVP
Technology Corporation permits the extension of the said Agreement for six (6)
months if IVP Technology Corporation chooses to do so and if Gross Capital
Associates approves. IVP Technology Corporation and Gross Capital Associates
would like to extend the above-mentioned Agreement in accordance with said
section 7, subsection 1 with the inclusion of the following changes to Section
3:
Compensation: The compensation to Gross for entering into this Agreement
and for the services rendered hereunder shall be in the form of (i) payment
by the Company of $2,500.00 per month as a consulting fee beginning March
1, 2001, and continuing monthly thereafter through and including August 1,
2001, and (ii) the issuance by the Company of 1,200,000 (one million, two
hundred thousand) shares of Rule 144 stock of the Company's common stock,
par value $0.001, symbol (OTCBB: TALL) for the benefit of Gross. The
1,200,000 (one million, two hundred-thousand) shares of Rule 144 stock
shall vest immediately upon the signing of this Extension Agreement between
Gross Capital Associates and IVP Technology Corporation. IVP Technology
Corporation will deliver to Gross Capital Associates no later than March
30, 2001 the above described 1,200,000 (one million, two hundred thousand)
shares of Rule 144 stock. IVP Technology Corporation shall also promptly
reimburse Gross Capital Associates for any printing, travel, entertainment
and lodging expenses incurred by Gross Capital Associates in connection
with the services to be provided by Gross Capital Associates for IVP
Technology Corporation pursuant to the terms of the Agreement dated
September 1, 2000 provided, however, that all such expenses are
pre-approved by the IVP Technology Corporation.
If you agree to the terms of the Consulting and Advisory Agreement dated
September 1, 2000, the new Compensation as stated above, and to this Extension
Agreement for a period of six (6) months, please sign and notarize this letter
and overnight it to me at: Gross Capital Associates, 15322 Caravel Drive, Corpus
Christi, Texas 78413.
We look forward to the continuation of our business relationship under this
extended Agreement. Please let me know if you have any questions you wish to
discuss.
Sincerely,
/s/ Barry Gross
------------------------
Barry Gross
President
Approved and Agreed this
8th of March, 2001
By: /s/ John Maxwell
--------------------------
John Maxwell/President
IVP Technology Corporation
PROVINCE OF ONTARIO
COUNTY OF YORK
BEFORE ME, the undersigned authority, on this day personally appeared John
Maxwell, President of IVP Technology Corporation, a Nevada Corporation, known to
me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he had executed the same for the purposes and
consideration therein expressed, in the capacity therein stated, and as the act
and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 8th day of March 2001.
/s/ Thomas Chown
-------------------------
Notary Public in and for
the Province of Ontario
Approved and Agreed this
21 of March 2001
By /s/ Barry Gross
------------------------
Barry Gross D/B/A
Gross Capital Associates
STATE OF TEXAS
COUNTY OF NUECES
BEFORE ME, the undersigned authority, on this day personally appeared Barry
Gross D/B/A Gross Capital Associates, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he had
executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 21st day of March, 2001.
/s/ Michele L. Smith
------------------------
Notary Public in and for
the State of Texas
[NOTARY SEAL]