1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
[ ] 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: 0-27249
EZCONNECT, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 87-0284731
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6009 SOUTH REDWOOD ROAD, SALT LAKE CITY, UTAH 84123
- --------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(801) 270-9711
----------------------------------------------------
(Registrant's telephone number, including area code)
716 EAST 4500 SOUTH, SUITE N-142, MURRAY, UT 84107
- ------------------------------------------------------------------------------
(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 preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, was 8,660,424 shares of common stock, par value $0.001, as of March
31, 2000.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company as of March 31, 2000; the related
audited balance sheet of the Company as of June 30, 1999; and the related
unaudited statements of operations and cash flows for the three and nine month
periods ended March 31, 2000 and 1999 and from November 1, 1996 (inception of
the development stage) through March 31, 2000; are attached hereto and
incorporated herein by this reference.
Operating results for the three and nine month periods ended March 31, 2000 is
not necessarily indicative of the results that can be expected for the
Company's fiscal year ending June 30, 2000.
3
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(Development Stage Companies)
Consolidated Balance Sheets
ASSETS
------
March 31, June 30,
2000 1999
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ 62,235 $ -
------------ ------------
Total Current Assets 62,235 -
------------ ------------
PROPERTY AND EQUIPMENT
Computer and office equipment 26,286 -
Less: accumulated depreciation (2,691) -
------------ ------------
Total Property and Equipment 23,595 -
------------ ------------
OTHER ASSETS:
Intangible assets, less amortization of $1,759 33,411 -
------------ ------------
TOTAL ASSETS $ 119,241 $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 73,960 $ -
Accrued liabilities 2,555 -
Customer deposits 1,050 -
Accrued compensation 32,600 -
Accrued payroll taxes 3,774 -
Accrued interest payable 15,140 -
Stockholders loans 283,329
------------ ------------
Total Current Liabilities 412,408 -
------------ ------------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.001,
5,000,000 shares authorized, no shares
issued and outstanding - -
Common stock, par value $0.001, 40,000,000
shares authorized, 8,660,424 and 3,463,659
shares issued and outstanding, respectively 8,660 3,464
Capital in excess of par value 1,272,505 1,092,467
Earnings (deficit) prior to November 1, 1996 (654,259) (654,259)
Earnings (deficit) accumulated during the
development stage (920,073) (441,672)
------------ ------------
Total Stockholders' Equity (293,167) -
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 119,241 $ -
============ ============
See Notes to the Financial Statements.
4
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(Development Stage Companies)
Consolidated Statements of Operations
For the For the For the For the Cumulative
Three Months Three Months Nine Months Nine Months During
Ended Ended Ended Ended the
March 31, March 31, March 31, March 31, Development
2000 1999 2000 1999 Stage
------------ ------------ ------------ ------------ ------------
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------ ------------ ------------
EXPENSES
Selling and marketing 54,325 - 55,710 - 55,710
General and administrative 209,655 - 332,504 29,460 735,356
Research and development 46,463 - 69,176 - 69,176
Depreciation and amortization 2,955 - 4,450 - 6,480
------------ ------------ ------------ ------------ ------------
Total Expenses 313,398 - 461,840 29,460 866,722
------------ ------------ ------------ ------------ ------------
LOSS BEFORE OTHER INCOME (EXPENSE) (313,398) - (461,840) (29,460) (866,722)
------------ ------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES)
Interest expense (15,620) - (17,960) - (31,219)
Loss on sale of assets - - - - (27,781)
Interest income 4 - 421 - 421
Other income 978 - 978 - 5,228
------------ ------------ ------------ ------------ ------------
Total Other Income (Expense) (14,638) - (16,561) - (53,351)
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (328,036) $ - $ (478,401) $ (29,460) $ (920,073)
============ ============ =========== ============ ============
EARNINGS (LOSS) PER SHARE $ (0.04) $ (0.00) $ (0.07) $ (0.01)
============ ============ =========== ============
WEIGHTED AVERAGE NUMBER OF SHARES 8,660,424 3,463,659 6,806,151 3,463,659
============ ============ ============ ============
See Notes to Financial Statements.
5
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(Development Stage Companies)
Consolidated Statements of Cash Flows
For the For the For the For the Cumulative
Three Months Three Months Nine Months Nine Months During
Ended Ended Ended Ended the
March 31, March 31, March 31, March 31, Development
2000 1999 2000 1999 Stage
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (328,036) $ - $ (478,401) $ (29,460) $ (920,073)
Adjustments to Reconcile Net Income
(Loss) to net cash used by operations
Depreciation and amortization 2,955 - 4,450 - 6,480
Loss from sale of assets - - - - 27,781
Stock issued for services - - 7,500 26,585 195,063
Changes in Assets and Liabilities:
(Increase) decrease in prepaid
expenses - - - - 2,533
(Increase) decrease in other assets - - - - 5,867
Increase (decrease) in accounts
payable 73,880 - 70,960 - 70,960
Increase (decrease) in accrued
liabilities (465) - 2,555 - 12,814
Increase (decrease) deferred
equity - stock for services 32,600 - 32,600 - 32,600
Increase (decrease) in customers
deposits - - 1,050 - 1,050
Increase (decrease) in accrued
payroll taxes - - 3,774 - 3,774
Increase (decrease) in accrued
interest payable 15,140 - 15,140 - 15,140
------------ ------------ ------------ ------------ ------------
Net Cash Provided (Used) in
Operating Activities (203,926) - (340,372) (2,875) (546,011)
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment on note payable - - (30,000) - (30,000)
Acquisition of EZConnect USA, Inc. - - 6,169 - 6,169
Sale of property - - - - 25,000
Patent costs (26,160) - (35,170) - (35,170)
Acquisition of computer and office
equipment - - (8,771) - (8,771)
Purchase of property - - - - (54,811)
------------ ------------ ------------- ----------- ------------
Net Cash Provided (Used) in
Investing Activities $ (26,160) $ - $ (67,772) $ - $ (97,583)
------------ ------------ ------------ ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock $ - $ - $ 200,000 $ - $ 252,000
Stock offering costs - - - - (12,500)
Proceeds from convertible debentures - - - - 169,350
Lease payments - - (12,950) - (12,950)
Proceeds from notes payable - - - - 25,000
Proceeds from stockholders loans 283,329 - 283,329 - 283,329
------------ ------------ ------------ ------------ ------------
Net Cash Provided (Used) by
Financing Activities 283,329 - 470,379 - 704,229
------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH 53,243 - 62,235 (2,875) 60,635
CASH - BEGINNING OF PERIOD 8,992 - - 2,875 1,600
------------ ------------ ------------ ------------ ------------
CASH - END OF PERIOD $ 62,235 $ - $ 62,235 $ - $ 62,235
============ ============ ============ ============ ============
6
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(Development Stage Companies)
Consolidated Statements of Cash Flows (Continued)
For the For the For the For the Cumulative
Three Months Three Months Nine Months Nine Months During
Ended Ended Ended Ended the
March 31, March 31, March 31, March 31, Development
2000 1999 2000 1999 Stage
------------ ------------ ------------ ------------ ------------
NON-CASH FINANCING ACTIVITIES
Common stock issued for accrued
interest $ - $ - $ - $ - $ 10,259
============ ============ ============ ============ ============
Common stock issued for the
conversion of debentures $ - $ - $ - $ - $ 169,350
============ ============ ============ ============ ============
Common stock issued for the
conversion of a note payable $ - $ - $ - $ - $ 25,000
============ ============ ============ ============ ============
Common stock issued for services
rendered $ 32,600 $ - $ 40,100 $ 26,585 $ 227,663
============ ============ ============ ============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW
ACTIVITIES
CASH PAID FOR:
Interest $ 2,821 $ - $ - $ 1,000 $ 5,321
============ ============ ============ ============ ============
Taxes $ 404 $ - $ 385 $ - $ 789
============ ============ ============ ============ ============
See Notes to Financial Statements.
7
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(Development Stage Companies)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company, without audit, has prepared the accompanying consolidated
financial statements. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
consolidated financial position, results of operation and cash flows at March
31, 2000 and 1999 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's June 30, 1999
audited financial statements. The results of operations for the periods ended
March 31, 2000 and 1999 are not necessarily indicative of the operating
results for the full year.
NOTE 2 - CHANGE OF CORPORATE DOMICILE AND OTHER CORPORATE MATTERS
On October 15, 1999, the shareholders of EZConnect, Inc. effected a 1 for 2.5
reverse spit in the issued and outstanding shares of EZConnect, Inc.'s common
stock. This transaction has been retroactively reflected in these financial
statements. EZConnect, Inc., with the approval of its shareholders, also
changed its Corporate domicile from Utah to Nevada and in connection with this
action changed the name of the Company from Diversified Industries, Inc. to
EZConnect, Inc. and modified certain other provisions of the Company's
governing instruments by merging it into a new Nevada corporation created for
the purpose of changing its Corporate domicile. At the time of the change of
Corporate domicile, the Company changed its authorized shares of common stock
to 40,000,000 shares, and its par value to $.001, and authorized 5,000,000
shares of preferred stock at a $.001 par value.
NOTE 3 - BUSINESS COMBINATION
On September 27, 1999, the Company and EZConnect USA, Inc. entered into an
Agreement and Plan of Reorganization which was approved by a majority of the
Company's shareholders at a special meeting held October 15, 1999. EZConnect
USA, Inc. is a Utah Corporation which was newly formed in 1999, to engage in
the remote establishment and disconnection of utility services and is a
development stage company.
The Acquisition agreement provided that EZConnect, Inc. acquire all the issued
and outstanding shares of EZConnect USA, Inc. shares of common stock held by
its shareholders in exchange for 6,075,000 shares of EZConnect, Inc. common
stock and after the transaction was completed EZConnect USA, Inc. became a
wholly owned subsidiary of EZConnect, Inc. The business combination has been
treated as a reverse acquisition and has been treated as a recapitalization of
EZConnect USA, Inc. Operations of the consolidated entities are combined
starting from October 1, 1999.
8
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(Development Stage Companies)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - STOCKHOLDERS LOANS
The Company's stockholders loans are as follows:
Credit agreement, dated February 1, 2000, with a stockholder
for a credit line up to $1,500,000 to be used for general
working capital in operating the business of the Company.
Interest set at 10% per annum. Secured by assets of the Company
as outlined in the agreement. The debt can be converted at any
time to equity in the Company at the rate of one share of common
stock for every $1.00 of outstanding principal and interest of
the borrowings. $ 183,329
Promissory notes with three separate stockholders for $25,000,
$25,000 and $50,000. The notes have the same basic terms and
conditions. All due 120 days form January 2000. Interest at 10%
per annum. The notes call for no security. The debt can be
converted at anytime to equity in the Company at the rate of one
share of common stock for every $1.00 of outstanding principal
and interest of the borrowings. 100,000
---------
Total amount $ 283,329
=========
NOTE 5 - SETTLEMENT OF CLAIMS AND APPROVAL OF SHARE ISSUANCES
In February 2000, the Company entered into settlement and release agreements
with current and former employees of the Company and third-party service
providers to issue an aggregate of 20,233 shares of its Common Stock as
consideration for prior services valued at $32,600 at the time of settlement.
The shares had not been issued to the various parties as of March 31, 2000 and
the non-issuance of shares is being shown as accrued compensation in the
financial statements.
9
EZCONNECT, INC. AND SUBSIDIARY
(Formerly Diversified Industries, Inc.)
(Development Stage Companies)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - OPTION GRANTS
In October 1999, the Company issued options to acquire up to an aggregate of
570,000 shares of its Common Stock at any time within a 1 year period at an
exercise price of $1.50 per share, to executive officers of the Company.
In November 1999, the Company entered into an agreement with Prudential
California Realty ("Pru-Cal"), an independently owned and operated member of
Prudential Real Estate Affiliates, Inc., to jointly market the Company's
services through a co-branding arrangement. Under the terms of the Marketing
and Service Agreement the Company granted Pru-Cal (i) an option to purchase up
to 170,000 shares of Common Stock at any time within 2 years from the date of
the agreement at an exercise price of $1.47 per share; and (ii) an option to
purchase up to 433,000 shares of Common Stock any time within 2 years from the
date of the agreement at an exercise price of $1.50 per share, which price was
equal to the 10 day average closing bid price for shares of common stock
immediately prior to the date of the agreement. In addition, Ed Krafchow, the
president of Pru-Cal, was appointed to the Company's board of directors. Mr.
Krafchow received options to purchase up to 50,000 shares of Common Stock at
an exercise price of $1.50 per share, which price was equal the 10 day average
closing bid price for shares of common stock immediately prior to the date of
the agreement. The exercise period of the options is 5 years.
In November 1999, the Company issued an option to acquire up to 100,000 shares
of the Company's common stock at any time within a 5 year period at an
exercise price of $1.50 per share, to Mr. Phil Lacerte. Mr. Lacerte became an
an officer and director of the Company in February 2000.
In January 2000, the Company issued options to acquire up to an aggregate of
205,000 shares of its Common Stock for various periods ranging from 1 year to
5 years at an exercise price of $2.25 per share, to various affiliated and
non-affiliated consultants in connection with services relating to obtaining
the internet domain name, EZConnect.com, establishing a call center, and
development of the Company's technology.
In January 2000, the Company issued options to acquire up to an aggregate of
105,000 shares of its Common Stock at any time within a 5 year period at an
exercise price of $2.50 per share, to employees and other legal and
professional consultants for services.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
- ---------------------------------------------------------
This report may contain "forward-looking" statements. The Company is
including this cautionary statement for the express purpose of availing itself
of the protections of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements. Examples of forward-looking statements include, but are not
limited to: (a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial matters; (b)
statements of plans and objectives of the Company or its management or Board
of Directors; (c) statements of future economic performance; (d) statements of
assumptions underlying other statements and statements about the Company and
its business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
On September 27, 1999, the Company entered into an Agreement and Plan of
Reorganization (the "Acquisition Agreement") relating to the acquisition of EZ
Connect USA, Inc., a Utah corporation ("EZ") through a share exchange. The
Acquisition Agreement was approved by the board of directors and shareholders
of EZ and the board of directors of the Company, and was approved by the
Company's shareholders at a special meeting on October 15, 1999. In connection
with the acquisition the Company's shareholders approved proposals changing
the Company's corporate domicile to Nevada; changing the Company's name to
"EZConnect, Inc."; effecting a 1-for-2.5 reverse split of the Company's issued
and outstanding shares; and electing new directors. The acquisition of EZ was
effective October 15, 1999.
EZ was formed in 1999, to engage in the remote establishment and disconnection
of utility services and should be considered a start-up or development stage
business. EZ is the result of two years of effort by its founders to develop
the concept of having EZ change utilities and other services without the
inconvenience of telephoning the individual providers. EZ has filed for
patent protection on its concept and software. The Company intends to make
EZ's services available via the internet.
During the three month period ended March 31, 2000, the Company has obtained
the services of a third-party systems integration company to assist the
Company in developing a web based application for its technology. The Company
expects to initiate beta testing of the application in June and July, 2000.
The beta test will be conducted with regional real estate brokerage firms and
other service providers. In addition, the Company's board of directors is
actively recruiting qualified individuals to serve in senior executive
management positions and assist it in the further development of the Company's
existing business plan an evaluation of alternative, but related business
strategies.
11
Discussion and Analysis of Financial Condition and Results of Operations
- ------------------------------------------------------------------------
Despite the acquisition of EZ, the Company's business activities are subject
to several significant risks which arise primarily as a result of the fact
that the Company is still in the development stage.
At March 31, 2000, the Company had current assets of $62,235 and current
liabilities of $412,408, for a working capital deficit of $350,173. The
Company's current assets consisted entirely of cash, while the most
significant portions of its current liabilities consisted of stockholder loans
and accrued interest payable of $298,469; accounts payable of $73,960; and
accrued compensation of $32,600.
During the reporting period the Company entered into settlement and release
agreements with current and former employees of the Company and third-party
service providers wherein the Company agreed to issue an aggregate of 20,233
shares of its common stock as consideration for prior services valued at
$32,600 at the time of settlement. Because the shares were not issued to the
various parties prior to March 31, 2000, the non-issuance has been shown as a
liability and classified as deferred equity on the Company's balance sheet.
In January 2000, certain stockholders loaned the Company $100,000. The
promissory notes bear interest at 10% per annum and are due May 10, 2000. The
notes are unsecured, but are convertible into common stock of the Company at
the election of the note holders at a conversion rate of one share of common
stock for each $1.00 of principle and accrued interest. In addition, in
February 2000, the Company entered into a credit agreement with the Company's
current CEO to provide the Company with a line of credit up to $1,500,000 for
working capital purposes. The line of credit is for a term of one year and is
renewable for a similar term. The line of credit bears interest on the
outstanding balance at 10% per annum and the principal and accrued interest
are convertible into common stock of the Company at the election of the lender
at a conversion rate of one share of common stock for each $1.00 of principal
and accrued interest. The line of credit is secured by all the assets of the
Company. At March 31, 2000, the total funds advanced under the line of credit
was $183,329. Total accrued interest on all stockholder loans was $15,140 at
March 31, 2000.
The Company believes that the funds obtained from the stockholder loans and
the line of credit will be sufficient to fund the Company's working capital
needs through June 30, 2000, the end of the Company current fiscal year.
For the nine month period ended March 31, 2000, the Company had no revenues
from operations and total expenses of $461,840. The Company does not expect
to receive revenues from operations until such time as the Company has
completed beta testing of services. Management of the Company believes that
the line of credit will provide it with a sufficient source of funds to pay
for the development of its technology through the beta testing phase.
Since discontinuing operations in November 1996, the Company has not generated
revenue. Since inception of the development stage the Company has an
accumulated deficit of $920,073. The Company expects to continue operating at
a loss until such time as it begins to receive revenues from operations. The
Company does not expect to receive revenues from operations until the beta
testing for its technology has been completed. The Company is unable at this
time to predict whether actual revenues received from operations will be
sufficient to offset the costs and expenses of operations for the
corresponding period.
12
Principal Customers
- -------------------
During the nine month period ended March 31, 2000, the Company had no
revenues.
Seasonality
- -----------
Management of the Company knows of no seasonal aspects relating to the nature
of the Company business operations that had a material effect on the financial
condition or results of operation of the Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
Exhibit No. SEC Ref. No. Title of Document
- ----------- ------------ -----------------
27 27 Financial Data Schedule
(b) REPORTS ON FORM 8-K.
None.
13
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.
EZCONNECT, INC.
[Registrant]
Dated: May 9, 2000 /S/Phil Lacerte, Chief Executive Officer