SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2001
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| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
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Commission File Number: 000-30397
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IVP TECHNOLOGY CORPORATION
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(Exact name of small business issuer as specified in its charter)
Nevada 65-6998896
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
54 Village Centre, Suite 300, Mississauga, Ontario L4Z 1V9 Canada
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(Address of principal executive offices)
(905) 306-9343
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year
if changed since last report)
Check whether the 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 (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 | |
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: __________ shares of Common Stock,
$.001 par value, were outstanding as of August 20, 2001.
Transitional Small Business Disclosure Forms (check one):
Yes | | No |X|
PART I - FINANCIAL INFORMATION:
Item 1 - Financial Statements
CONSOLIDATED BALANCE SHEET
At June 30, 2001 unaudited and December 31, 2000. F-1
CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED F-2
For the Three Months Ended June 30, 2001
For the Three Months Ended June 30, 2000
For the Six Months Ended June 30, 2001
For the Six Months Ended June 30, 2000
Cumulative from January 1, 1998 (inception of development stage)
through June 30, 2001
CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED F-3
For the Six Months Ended June 30, 2001
For the Six Months Ended June 30, 2000
Cumulative from January 1, 1998 (inception of development stage)
to June 30, 2001
NOTES TO FINANCIAL STATEMENTS F-4 - F-7
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2001
June 30 December 31
2001 2000
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(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 615 $ 1,424
Accounts receivable (note 2) -- 6,452
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TOTAL CURRENT ASSETS 615 7,876
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OTHER ASSETS
Miscellaneous Receivable 872 872
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TOTAL ASSETS $ 1,487 $ 8,748
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LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 843,044 $ 447,295
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STOCKHOLDERS' DEFICIENCY
COMMON STOCK (note 6)
Common stock, $.001 par value 50,000,000 authorized,
40,440,848 issued and outstanding at June 30, 2001
and 39,110,848 issued and outstanding at
December 31, 2000 respectively 40,441 39,111
Additional paid-in capital 11,941,666 12,151,156
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11,982,107 12,190,267
ACCUMULATED DEFICIT (accumulated in development
stage $11,698,166 and $11,336,362 in the six
months ended June 30, 2001 and the year ended
December 31, 2000 respectively) (12,674,331) (12,312,528)
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(692,224) (122,261)
Less deferred compensation (149,333) (316,286)
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TOTAL STOCKHOLDERS' DEFICIENCY (841,557) (438,547)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,487 $ 8,748
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-1
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative from
Three Months Ended Six Months Ended January 1, 1998
June 30 June 30 (Inception of
(unaudited) (unaudited) development stage) to
2001 2000 2001 2000 June 30, 2001
---- ---- ---- ---- -------------
REVENUE $ 27,060 $ - $ 54,120 $ - $ 94,122
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
Amortization -- 47,816 -- 114,000 220,000
Bad debts 33,732 -- 33,732 -- 58,732
Bank charges 13 89 132 112 1,059
Commissions -- -- -- -- 22,975
Foreign exchange (gain) -- (25,553) -- (22,971) (26,354)
Interest -- -- -- -- 27,461
Legal and accounting 61,184 42,178 65,184 135,831 470,838
Management fees 1,000 303,000 4,500 305,000 763,341
Office and general 4,161 4,278 6,917 4,428 61,937
Development fees and
software support 45,450 14,800 58,050 27,409 170,964
Consulting fees (144,635) 81,122 221,828 516,122 5,080,485
Travelling and promotion 7,657 59,246 25,580 64,823 208,680
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING
EXPENSES 8,562 526,976 415,923 1,144,754 7,060,118
------------ ------------ ------------ ------------ ------------
INCOME (LOSS) FROM
OPERATIONS 18,498 (526,976) (361,803) (1,144,754) (6,965,996)
OTHER EXPENSE
WRITE DOWN
OF GOODWILL -- -- -- -- (4,000,000)
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INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM 18,498 (526,976) (361,803) (1,144,754) (10,965,996)
EXTRAORDINARY ITEM:
LOSS ON EXTINGUISHMENT
OF DEBT -- -- -- -- (732,170)
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 18,498 $ (526,976) $ (361,803) $ (1,144,754) $(11,698,166)
============ ============ ============ ============ ============
NET LOSS PER SHARE-
BASIC AND DILUTED:
Loss before extra-
ordinary item 0.00 (0.02) (0.01) (0.04) (0.42)
Extraordinary loss 0.00 0.00 0.00 0.00 (0.03)
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NET LOSS 0.00 (0.02) (0.01) (0.04) (0.45)
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
OUTSTANDING COMMON SHARES-
BASIC AND DILUTED 40,862,606 33,187,002 40,216,459 30,922,991 26,349,208
============ ============ ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative from
Six Months ended January 1, 1998
June 30 (Inception of
(unaudited) development stage) to
2001 2000 June 30, 2001
---- ---- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (361,803) $ (1,144,754) $(11,698,166)
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Adjustments to reconcile net loss to net cash (used in)
operating activities:
Amortization -- 114,000 220,000
Loss on extinguishment of debt -- -- 732,170
Write-off of goodwill and other costs -- -- 4,000,000
Stock issued for services (41,207) 300,000 4,717,168
Reserve for bad debts 33,732 -- 33,732
Changes in operating assets and liabilities:
Increase (decrease)
Accounts receivable (27,280) -- (33,732)
Accounts payable and accrued liabilities 395,749 45,394 771,916
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Total adjustments 360,994 459,394 10,441,254
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Net cash used in operating activities (809) (685,360) (1,256,912)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Minority interest -- -- 400
Other -- -- 400
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Net cash used in investing activities -- -- 800
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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
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Net cash provided by financing activities -- 811,351 1,256,274
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Net (decrease) increase in cash (809) 125,991 162
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,424 281 453
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 615 $ 126,272 $ 615
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 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 $54,120 for the six months ended June
30, 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 $33,732 at the
balance sheet date. Due to the uncertainty of collection as of the balance
sheet date the accounts receivable balance was reserved for in its entirety
during the period.
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.
F-4
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2001
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 a Service Agreement discussed in Note 6. During the three
month period ended June 30, 2001 the company issued 1,000,000 shares valued
at $140,000 in connection with a Service Agreement discussed in Note 6.
Additionally the company cancelled 70,000 and 800,000 shares respectively
due to non-performance of consulting agreement. Consulting fee expense was
reduced by $516,160 during the period as a result of these share
cancellations.
5. GOING CONCERN
As reflected in the accompanying financial statements, the Company's
recurring losses of $11,698,166, and its working capital deficiency of
$842,429 and stockholders' deficiency of $841,557, 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.
F-5
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2001
6. SERVICE AGREEMENTS
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 June 30, 2001 the Company
recognized $112,000 of consulting expense and recorded $56,000 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).
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 were valued at .14 cents per share with a fair market value of
$140,000 based on the quoted share price at the agreement date. As of June
30, 2001 the company regonized $46,667 as consulting expense and recorded
$93,333 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
On March 17, 2000, the Company entered into a consulting agreement with a
former stockholder of the acquired inactive reporting shell company. 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. As of the
date of this report, the Company has received a request for the additional
shares but the shares remain to be issued.
On April 30, 2001 the company entered into an agreement with a general
counsel to remit full payment by June 28, 2001 of $345,000 included in
accounts payable for services rendered to the corporation since January
1,1999. These services were not in connection with the raising of capital or
promotion of its common stock either by cash payment or in shares of Common
Stock. As the company was unable to pay this obligation in cash, it has
agreed to issue 4,312,000 shares of Common Stock to satisfy this obligation
and reduce accounts payable by $345,000. The shares will be valued at $0.08
per share, which is the closing bid price per share on May 28, 2001. As of
June 30, 2001, the Form S-8 has not been filed and therefore the shares have
not been issued.
F-6
IVP TECHNOLOGY CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2001
7. SUBSEQUENT EVENTS (CON'T)
On April 30, 2001 the company entered into an agreement with its technical
and marketing consultant to remit full payment by June 28, 2001 of $200,000
included in accounts payable for services rendered to the corporation since
September 30,1999.These services were not in connection with the raising of
capital or promotion of its common stock either by cash payment or in shares
of Common Stock. As the company was unable to pay in cash it has agreed to
issue 2,500,000 shares of Common Stock pursuant to a Form S-8 registration
statement to satisfy this obligation and reduce accounts payable by
$200,000. The shares will be valued at $0.08 per share the closing bid price
per share on May 28, 2001. As of June 30, 2001, the Form S-8 has not been
filed and therefore the shares have not been issued.
On May 31, 2001 the company agreed to satisfy $40,000 of a total obligation
for legal fees of $48,750 included in accounts payable through the issuance
of common stock. The company will issue 500,000 common shares pursuant to a
Form S-8 registration statement to satisfy the $40,000 obligation and reduce
accounts payable by $40,000. The shares will be valued at $0.08 based upon
the closing price per share on May 28 2001. As of June 30, 2001, the Form
S-8 has not been filed and therefore the shares have not been issued.
In May, 2000 the company amended and extended its software distribution
agreement. The agreement was extended to May 31, 2003 and the territory
expanded to include Switzerland. In consideration of the above the company
will issue 1,000,000 common shares and increase the royalty interest on
gross received revenues received from 5% to 7.5%. As of June 30, 2001 the
shares have not been issued.
A subscription agreement was entered into in April 2001 for 5,500,000 common
shares for an aggregate subscription price of $550,000. As of June 30, 2001
the closing of this subscription financing agreement has not taken place and
no cash has been received nor had the shares been issued.
F-7
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 April 24, 2001, we entered into a Subscription Agreement with
Newport Underwriters Inc. ("Newport"). Newport has subscribed for five million,
five hundred thousand (5,500,000) common shares of the Company's capital stock
at an issue price of $0.10 per common share. T he transaction will generate
$550,000. for the Company. The common shares issued to Newport will bear a
legend restricting their transfer in accordance with Rule 144 as promulgated
under the Securities Act of 1933.
During the second quarter of fiscal 2001, we satisfied obligations to
three consultants for services rendered during the last three years aggregating
$580,000 by issuing 7,312,000 shares of common stock. The shares were registered
and issued pursuant to a registration statement on Form S-8 under the Securities
Act of 1933.
For the six months ended June 30, 2001, we generated revenues of
$54,120 from sales of PowerAudit. At June 30, 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 and the Company's
Agreement with Barry Gross doing business as Gross Capital Associates, 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 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.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K.
None
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.
Dated: August 20, 2001
IVP TECHNOLOGY CORPORATION
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(Registrant)
/s/ John Maxwell
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President