UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] 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 0-7619
Asia SuperNet Corporation
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(Exact Name of Registrant as Specified in its Charter)
Colorado 93-0636333
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(State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification No.
1700 Lincoln St. Suite 3200 Denver, Co 80203
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(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (303) 860-1700
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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), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
As of September 1, 2000, 2,660,864 shares of common stock, $.001 par value, were
issued and outstanding.
ASIA SUPERNET CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements
Unaudited Condensed Balance Sheets as of June 30, 2000
and December 31, 1999 3
Unaudited Condensed Statements of Operations for the three
months ended June 30, 2000 and 1999 4
Unaudited Condensed Statements of Operations for the six months
ended June 30, 2000 and 1999 5
Unaudited Condensed Statements of Cash Flows for the six months
ended June 30, 2000 and 1999 6
Notes to the Unaudited Condensed Financial Statements 7
Item 2. Management Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION
Item 2. Changes in Securities 8
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 9
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ASIA SUPERNET CORPORATION
PART I. FINANCIAL INFORMATION
The interim financial statements included in this Form 10-Q have not been
reviewed by the Company's independent auditors, nor any other independent
accountants, using professional standards and procedures for conducting such
reviews, as established by generally accepted auditing standards. Accordingly,
the Company's independent auditors have not expressed any opinion or any other
form of assurance on such financial statements, and assume no responsibility
for, and disclaim any association with, such financial statements.
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONDENSED BALANCE SHEETS
As of June 30, As of December 31,
ASSETS 2000 1999
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Current assets:
Cash and cash equivalents ............................................. $ 8,992 $ 9,176
Prepaid and other current assets ...................................... 21,301 21,301
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Total current assets ..................................................... 30,293 30,477
PROPERTY, PLANT AND EQUIPMENT, NET ....................................... 2,396 3,194
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Total assets ............................................................. $ 32,689 $ 33,671
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LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable ...................................................... $ 150,632 $ 123,821
Convertible promissory note payable ................................... -- 2,472,722
Accrued expenses and other liabilities ................................ 82,182 82,182
Amounts payable to related parties .................................... 82,665 72,738
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Total current liabilities ................................................ 315,479 2,751,463
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Shareholders' (deficit) equity:
Preferred stock, $5 par value, 25,000,000 shares
authorized, unissued ................................................ -- --
Common stock, $.001 par value, 900,000,000 shares
authorized; issued and outstanding 2,660,864 and 1,189,005
shares, respectively ................................................ 2,661 1,189
Paid in capital ....................................................... 9,010,952 6,539,702
Accumulated deficit ................................................... (9,296,403) (9,258,683)
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Total shareholders' (deficit) equity ..................................... (282,790) (2,717,792)
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Total liabilities and shareholders' (deficit) equity ..................... $ 32,689 $ 33,671
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See the accompanying notes to the condensed financial statements.
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ASIA SUPERNET CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three months ended June 30,
2000 1999
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Revenues:
Rental income ......................................................... $ -- $ 81,199
Interest income ....................................................... 7 116
Other income .......................................................... -- 2,061
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Total revenues ........................................................... 7 83,376
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Expenses:
Depreciation .......................................................... 399 8,797
Legal and professional fees ........................................... 13,190 1,141
Consulting fees paid to a related company ............................. -- 125,000
Interest expense ...................................................... -- 77,723
Unrealized gain on available-for-sale securities ...................... -- (323,913)
Land lease ............................................................ -- 19,039
Rental real estate management fees .................................... -- 5,400
Utilities ............................................................. -- 206
Other operating and administrative fees ............................... 1,560 26,896
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Total expenses ...................................................... 15,149 (59,711)
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Net loss ................................................................. $ (15,142) $ (143,087)
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Net loss per share (basic and diluted) ................................... $ (0.01) $ (0.15)
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Weighted average number of shares of common stock outstanding ............ 1,248,062 975,318
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See the accompanying notes to the unaudited condensed financial statements.
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ASIA SUPERNET CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Six months ended June 30,
2000 1999
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Revenues:
Rental income .......................................................... $ -- $ 165,365
Interest income ........................................................ 21 679
Other income ........................................................... -- 3,641
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Total revenues ............................................................ 21 169,685
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Expenses:
Depreciation ........................................................... 798 17,594
Legal and professional fees ............................................ 35,323 18,685
Consulting fees paid to a related company .............................. -- 250,000
Interest expense ....................................................... -- 189,662
Unrealized gain on available-for-sale securities ....................... -- (342,740)
Land lease ............................................................. -- 37,263
Rental real estate management fees ..................................... -- 10,569
Utilities .............................................................. -- 9,439
Other operating and administrative fees ................................ 1,620 59,040
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Total expenses ....................................................... 37,741 249,512
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Net loss .................................................................. $ (37,720) $ (79,827)
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Net loss per share (basic and diluted) .................................... $ (0.03) $ (0.09)
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Weighted average number of shares of common stock outstanding ............. 1,218,534 884,490
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See the accompanying notes to the unaudited condensed financial statements.
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ASIA SUPERNET CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Six months ended June 30,
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ................................................................. $ (37,720) $ (79,827)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ......................................... 798 17,594
Changes in working capital components:
Accounts receivable ................................................... -- (2,023)
Prepaid and other current assets ...................................... -- (20,262)
Amounts receivable form related parties ............................... -- (4,702)
Accounts payable and accrued expenses ................................. 26,811 (65,201)
Amounts due to related parties ........................................ 9,927 167,459
Exchange difference ................................................... -- 967
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Net cash provided by operating activities ........................... (184) 14,005
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment ............................ -- (31,297)
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Net cash used in investing activities ................................. -- (31,297)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in margin loan payable ............................ -- (36,657)
Increase (decrease) in mortgage loan .................................. -- 22,963
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Net cash provided by (used in) financing activities ................... -- (13,694)
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NET DECREASE IN CASH AND CASH EQUIVALENTS ................................ (184) (30,986)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ........................... 9,176 66,249
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CASH AND CASH EQUIVALENTS, END OF PERIOD ................................. $ 8,992 $ 35,263
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See the accompanying notes to the unaudited condensed financial statements.
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ASIA SUPERNET CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1. BASIS OF PRESENTATION
The condensed financial statements included herein have been prepared by Asia
SuperNet Corporation (the Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. The condensed financial statements and the notes thereto should be
read in conjunction with the financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999. In the opinion
of the management of the Company, the accompanying condensed financial
statements contain all necessary adjustments to present fairly the financial
position, the results of operations and cash flows for the periods reported. All
adjustments are a normal recurring nature.
The results of operations for the three-month periods ended June 30, 2000 and
June 30, 1999 are not necessarily indicative of the results to be expected for
the full year.
NOTE 2. CONTINUING OPERATIONS
These condensed financial statements have been prepared on the going concern
basis of accounting which assumes the Company will realize its assets and
discharge its liabilities in the normal course of business. The Company is
currently operating at a loss, has negative working capital and stockholders'
deficit. Should the Company be unable to continue as a going concern it may be
required to realize its assets and settle its liabilities at amounts
substantially different from the current carrying values.
The Company's ability to continue as a going concern is dependent on continued
financial support from its principal shareholder, Mr. Fai H. Chan, who has
signed a letter of financial support to the Company.
NOTE 3. SUPPLEMENTAL CASH FLOW INFORMATION FOR NONCASH TRANSACTIONS
In June 2000, the convertible promissory notes payable to SAR Trading Ltd. in
the amount of $2,472,722 were converted into 1,471,859 shares of common stock of
the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Annual Report on
Form 10-K for the year ended December 31, 1999, the Condensed Financial
Statements of the Company and the related notes thereto, and other financial
information that is included elsewhere herein or incorporated by reference.
INTRODUCTION
During 1999, the Company sold all of its interests in all of its subsidiaries.
For the six months ended June 30, 2000, the Company had no operations.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
During the six months ended June 30, 2000, revenues consisted of interest income
on the cash and cash equivalents and expenses primarily consisted of legal and
accounting fees. The prior year revenues and expenses related to the operations
existing at that time which included rental real estate and other investments.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
During the three months ended June 30, 2000, revenues consisted of interest
income on the cash and cash equivalents and expenses primarily consisted of
legal and accounting fees. The prior year revenues and expenses related to the
operations existing at that time which included rental real estate and other
investments.
LIQUIDITY AND CAPITAL RESOURCES
The net cash used in operating activities for the six months ended June 30, 2000
amounted to $184. This is primarily due to the payment of certain expenses, net
of interest income.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the three months ended June 30, 2000, the convertible promissory note
payable of $2,472,722 was converted into 1,471,859 shares of common stock of the
Company. The issuance of the common stock was made in reliance upon the
exemption from registration provided by Section 4(2) of the 1933 Act and Rule
506 of Regulation D adopted under the 1933 Act. The purchasers had access to
full information concerning eVision and represented that they acquired the
shares for the purchaser's own accounts and not for the purpose of distribution.
The certificates for the shares contain a restrictive legend advising that the
shares may not be offered for sale, sold or otherwise transferred without having
first been registered under the 1933 Act or unless an exemption from the
registration requirements of the 1933 Act is available.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27: Financial Data Schedule.
(b) Reports on Form 8-K.
During the three months ended June 30, 2000, the Company filed a Current Report
on Form 8-K to report Changes in Control under Item 1 and a Business Acquisition
under Item 2, dated June 13, 2000. On August 25, 2000, the Company filed a
Current Report on Form 8-K to report the renegotiation of the contract for the
Changes in Control under Item 1 and the Business Acquisition under Item 2, as
reported June 13, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 8, 2000 Asia SuperNet Corporation
A Colorado Corporation
By: /s/ Robert H. Trapp
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Robert H. Trapp
Secretary and Treasurer
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