UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from_________________to_________________
Commission file number 0-28891
Commercial Concepts, Inc.
-------------------------
(Exact name of small business issuer as specified in its charter)
Utah 87-0409620
---- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
324 South 400 West Suite B, Salt Lake City, Utah 84101
------------------------------------------------------
(Address of principal executive offices)
( 801 ) 328-0540
---------------------
(Issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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: 26,735,988
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [x]
Financial Statements and
Supplementary Information
Commercial Concepts, Inc.
As of August 31, 2000 and February 29, 2000
and for the three and six months ended August 31, 2000 and 1999
With Accountants' Review Report
2
Commercial Concepts, Inc.
Financial Statements and
Supplementary Information
As of August 31, 2000 and February 29, 2000 and for the
Three and Six Months Ended August 31, 2000 and 1999
Contents
Accountants' Review Report................................................. 4
Financial Statements:
Balance Sheets as of August 31, 2000 and February 29, 2000............ 5
Statements of Operations for the three and six months ended
August 31, 2000 and 1999............................................. 6
Statements of Cash Flows for the six months ended August 31, 2000
and 1999............................................................. 7
Statement of Stockholders' Equity for the six months ended
August 31, 2000...................................................... 8
Schedules of General and Administrative Expenses for the three and
six months ended August 31, 2000 and 1999............................ 9
Notes to Reviewed Financial Statements................................ 10
3
Accountants' Review Report
Board of Directors
Commercial Concepts, Inc.
Salt Lake City, Utah
We have reviewed the accompanying balance sheet of Commercial Concepts, Inc. as
of August 31, 2000 and the related statements of operations for the three and
six months ended August 31, 2000 and 1999 and statements of cash flows for the
six months ended August 31, 2000 and 1999 and statement of stockholders' equity
for the six months ended August 31, 2000 in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of Commercial Concepts, Inc.
The balance sheet of the Company as of February 29, 2000 was audited by other
auditors whose report dated May 17, 2000 expressed an unqualified opinion on
those statements and included an explanatory paragraph concerning the Company's
ability to continue as a going concern.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
Our review was made primarily for the purpose of expressing limited assurance
that there are no material modifications that should be made to the basic
financial statements in order for them to be in conformity with generally
accepted accounting principles. The supplementary information contained in the
schedules of general and administrative expenses for the three and six months
ended August 31, 2000 and 1999 is presented for purposes of additional analysis
and is not a required part of the basic financial statements. Such information
has been subjected to the inquiry and analytical procedures applied in our
review of the basic financial statements, and we are not aware of any material
modifications that should be made to the information.
/s/ CHRISTENSEN & DUNCAN CPA's LC
CHRISTENSEN & DUNCAN CPA's LC
October 10, 2000
4
COMMERCIAL CONCEPTS, INC.
BALANCE SHEETS
August 31, 2000 and February 29, 2000
August 31, February 29,
ASSETS 2000 2000
---- ----
CURRENT ASSETS
Cash in bank $ 12,589 31,171
Accounts receivable 19,179 37,811
Inventory - -
Prepaid expenses 13,155 6,991
------------ ------------
Total current assets 44,923 75,973
PROPERTY AND EQUIPMENT
Property and equipment 98,890 93,140
Less: accumulated depreciation (33,876) (22,810)
------------ ------------
Property and equipment, net 65,014 70,330
------------ ------------
OTHER ASSETS
Investment in software development 401,267 100
Deferred tax asset 311,715 -
------------ ------------
TOTAL ASSETS $ 822,919 146,403
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 282,097 106,902
Accrued expenses - 162,363
Short term debt 101,501 49,514
------------ ------------
Total Current Liabilities 383,598 318,779
LONG TERM DEBT 266,526 17,432
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000
shares authorized, 26,735,988 and 23,683,630
shares issued and outstanding, respectively 26,736 23,683
Due from shareholders for sale of company stock (205,922) (225,922)
Additional paid-in capital 2,686,197 2,015,357
Accumulated deficit (2,334,216) (2,002,926)
------------ ------------
Total Stockholders' Equity 172,795 (189,808)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 822,919 146,403
============ ============
See accompanying notes and accountants' review report
5
COMMERCIAL CONCEPTS, INC.
STATEMENTS OF OPERATIONS
Three and Six Months Ended August 31, 2000 and 1999
Three months ended Six months ended
August 31, August 31,
2000 1999 2000 1999
---- ---- ---- ----
REVENUES:
Sales $ 20,194 46,781 38,401 102,490
Less cost of goods sold 5,703 24,236 10,161 35,945
----------- ----------- ----------- -----------
Gross Profit 14,491 22,545 28,240 66,545
EXPENSES:
General and Administrative Expenses 306,557 157,512 289,949 285,296
Services provided for common stock - 400 363,393 69,292
Depreciation 5,560 3,400 11,065 6,800
Interest 6,685 3,131 9,434 3,131
----------- ----------- ----------- -----------
Total Expenses 318,802 164,443 673,841 364,519
NET LOSS FROM OPERATIONS (304,311) (141,898) (645,601) (297,974)
OTHER INCOME:
Interest 121 - 123 -
Other 1,963 838 2,473 838
----------- ----------- ----------- -----------
NET LOSS BEFORE INCOME TAXES $ (302,227) (141,060) (643,005) (297,136)
BENEFIT FOR INCOME TAXES $ 311,715 - 311,715 -
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 9,488 (141,060) (331,290) (297,136)
=========== =========== =========== ===========
NET INCOME (LOSS) PER COMMON
SHARE:
Weighted Average Shares Outstanding:
Basic 26,971,503 15,733,955 25,631,642 12,871,606
Diluted 26,971,503 15,733,955 25,631,642 12,871,606
Net Income (Loss) per Common Share:
Basic .000 (.009) (.013) (.023)
Diluted .000 (.009) (.013) (.023)
See accompanying notes and accountants' review report.
6
COMMERCIAL CONCEPTS, INC.
STATEMENTS OF CASH FLOWS
Six Months Ended August 31, 2000 and 1999
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from current operations $ (331,290) (297,136)
Non cash items included in net income
Services paid in stock 363,393 69,292
Depreciation 11,066 6,800
Income tax benefit from net operating loss
carryforward (311,715) -
Changes in assets and liabilities:
(Increase) in prepaid expenses (6,164) (9,634)
(Increase) decrease in accounts receivable 18,632 (55,810)
(Decrease) increase in accounts payable 7,723 (4,816)
Increase in accrued expenses 47,898 3,194
Increase in advances payable - 8,020
------------ ------------
Net Cash Flows used in Operating Activities (200,457) (280,090)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in investment in software development (401,018) -
Purchase of equipment (5,750) (29,782)
Increase in investments (150) -
------------ ------------
Net Cash Flows used in Investing Activities (406,918) (29,782)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from sale of stock 310,500 198,000
Stockholder loans, net (2,555) 34,850
Proceeds from loans 280,848 -
------------ ------------
Net Cash Flows from Financing Activities 588,793 232,850
------------ ------------
NET DECREASE IN CASH (18,582) (77,022)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 31,171 77,695
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,589 673
============ ============
SUPPLEMENTAL INFORMATION:
CASH PAID DURING THE PERIOD FOR INTEREST $ 7,693 3,131
============ ============
NON CASH TRANSACTIONS
Shares issued for services $ 205,392 69,292
============ ============
See accompanying notes and accountants' review report.
7
COMMERCIAL CONCEPTS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
Six Months Ended August 31, 2000
Paid - In
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
------ ------ --------- -------
Balance, February 29, 2000 23,683,630 $ 23,683 2,015,357 (2,002,926)
Issuance of common stock for services
at various dates 2,152,358 2,153 361,240 -
Issuance of common stock for cash at
various dates 900,000 900 309,600 -
Net loss for six months ended
August 31, 2000 - - - (331,290)
---------- ---------- --------- ----------
Balance August 31, 2000 26,735,988 $ 26,736 2,686,197 (2,334,216)
========== ========== ========= ==========
See accompanying notes and accountants' review report.
8
COMMERCIAL CONCEPTS, INC.
Schedules of General and Administrative Expenses
Three and Six Months Ended August 31, 2000 and 1999
Three months ended Six months ended
August 31, August 31,
2000 1999 2000 1999
---- ---- ---- ----
Accounting $ 10,050 1,000 14,050 1,000
Taxes and licenses 474 94 1,010 114
Consulting fees 14,598 69,957 38,098 110,505
Postage and deliveries 1,255 1,363 1,464 2,946
Salaries and wages 170,691 38,966 58,764 63,080
Insurance 5,334 5,744 12,263 8,521
Investor relations 528 787 2,102 1,177
Legal 32,061 13,373 39,889 18,559
Maintenance and repairs 2,654 96 1,493 611
Marketing - 3,341 1,750 3,541
Meals and entertainment 5,290 - 6,396 151
Office Supplies and expense 20,804 2,662 27,087 4,986
Rental equipment - 2,527 3,079 2,527
Tools and small equipment 2,543 362 5,099 2,298
Telephone 1,162 8,078 5,051 15,958
Travel 561 8,738 5,823 46,371
Rent 5,748 - 21,776 2,310
Utilities - - 219 138
Other Expenses 32,804 424 44,436 503
------------ ----------- ------------ ------------
Total General and Administrative
Expenses $ 306,557 157,512 289,949 285,296
See accompanying notes and accountants' review report.
9
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Business Operations The Company creates proprietary software platforms. From
these platforms individual internet related database software products are
developed. As each product completes beta testing the Company seeks a
distribution partner to market and provide ongoing support for the product.
The Company has elected a February fiscal year end for accounting and reporting
purposes.
Cash Equivalents - The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Equipment - The cost of equipment is depreciated over the estimated useful lives
of the related assets. The cost of leasehold improvements is depreciated
(amortized) over the lesser of the length of the related leases or the estimated
useful lives of the assets.
Capitalization of Software Development Costs - The Company's policy is to
expense research and development costs until technological feasibility is
reached and all related research and development activities are completed,
subsequent production expenses to bring the product to market are then
capitalized. Capitalization of software costs is discontinued when the product
is available for general release to customers.
Income Taxes - Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities.
NOTE 2 - SOFTWARE DEVELOPMENT COSTS
August 31, February 29,
2000 1999
---- ----
Balance, beginning of period $ - -
Current period capitalized costs 401,267 $ 100
------------ ---------
Net capitalized software development costs $ 401,267 $ 100
============ =========
No amortization of capitalized software costs have been provided for in the
accompanying statements of operations because the software products are not
available as yet for sale to customers.
10
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern
In order to develop additional working capital and attract continued equity
investment the Company has reorganized management, formulated a new business
plan, and developed and marketed new business products. On or about July 18,
2000, the company initiated a $6,500,000 equity line of credit with a private
investment group (see Note 7). The equity line of credit will be formalized upon
Securities and Exchange Commission acceptance of the Company's SB-2 registration
statement. Management believes that the actions presently being taken will
provide the opportunity for the Company to continue as a going concern.
NOTE 4 - INCOME TAXES
Summary of the provision for income taxes at August 31, 2000 is as follows:
August 31,
2000
----
Deferred tax asset arising from:
Net operating loss carryforwards $ 623,431
Less allowance valuation at 50% (311,716)
-----------
Federal and state net deferred tax benefit $ 311,715
===========
For federal and state purposes the Company has unused net operating loss carry
forwards to offset future taxable income which expire as follows:
Year Ending
February 28 Federal State
----------- ------- -----
2001 $ 8,617 1,364
2002 14,355 249,924
2007 548 221,790
2008 115 457,099
2009 123 831,904
2010 3,863 -
2011 1,464 -
2012 250,024 -
2013 221,890 -
2019 457,199 -
2020 832,004 -
---------- ---------
$1,790,202 1,762,081
========== =========
11
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - NOTES PAYABLE Long
Current Term Total
Demand note payable due
shareholder, at 15% annually. No
repayment terms have been
established. No note has been
executed for this loan. $ 3,999 - 3,999
Demand note payable to individual
dated June 15, 2000 at 10%
interest annually, due December
15, 2000 42,988 - 42,988
Note payable due shareholder,
dated June 22, 2000, due December
22, 2000 at 15% interest annually 20,000 - 20,000
Note payable due shareholder,
dated August 28, 2000, due August
28, 2001, at 15% interest
annually 10,000 - 10,000
Note payable to individual, dated
June 22, 2000, due December 22,
2000 at 10% interest annually.
Terms include option to convert
into 200,000 shares of Company
stock at $.10 per share. 20,000 - 20,000
Convertible note payable (see
Note 7) - 251,769 251,769
Obligations under capital leases
(see Note 9) 4,514 14,757 19,271
----------- ----------- -----------
$ 101,501 266,526 368,027
=========== =========== ===========
Long term debt at August 31, 2000 is
scheduled to mature as follows:
2001 101,301
2002 4,514
2003 256,463
2004 4,514
2005 1,235
---------
Total 368,027
---------
NOTE 6 - LOANS RECEIVABLE FROM SHAREHOLDERS FOR SALE OF COMPANY STOCK
The following summarizes receivable amounts due to the company for sale of
company stock:
2,000,000 shares issued May 5, 1999 to a company
officer valued at $.06 per share $ 120,000
1,598,000 shares issued August 9, 1999 to a company
officer, valued at $.06 per share. Remaining
balance due 80,880
42,000 shares issued August 9, 1999 to a
shareholder valued at par value of stock 42
400,000 shares issued May 31, 2000 to a
shareholder, valued at $.5288 per share. Remaining
Balance due 5,000
----------
$ 205,922
==========
12
COMMERCIAL CONCEPTS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - CONVERTIBLE NOTES PAYABLE
On or about July 18, 2000 Commercial Concepts, Inc. issued to a private
investment group a $250,000, 6% convertible note due July 20, 2003. The note is
convertible into common shares of the Company based upon the three lowest
closing prices for the Company during the thirty trading days prior to the date
of the note, or the three lowest closing prices during the sixty trading days
prior to the conversion date. The Company retains a redemption clause in the
note that allows the Company to repurchase the note upon payment of 130% of the
note's face value, plus accrued interest. In addition, 850,000 five-year
warrants were issued for shares of the Company's common stock at an exercise
price of $0.4375, which approximates the fair market value of the Company's
common stock. This convertible note is part of a $6,500,000 equity line of
credit (see Note 3). The entire line will become available to the Company upon
successful registration by the Company of an SB-2 filing with the Securities and
Exchange Commission. An additional $250,000 convertible note became available to
the Company upon filing of the SB-2 documents on September 14, 2000. An
additional 850,000 five year warrants were also issued for shares of the
Company's common stock at an exercise price of $.1925.
NOTE 8 - RELATED PARTY TRANSACTIONS
On or about April 18, 2000 L&B Charitable Trust purchased 500,000 restricted
common shares of the Company for $100,000. The purchase price also included
two-year warrants to purchase an additional 500,000 common shares of the Company
at an exercise price of $0.50 in the first year and $0.75 in the second year.
On May 31, 2000, the company issued 500,000 restricted shares of company stock
to an officer of the Company for services, valued at $.20 per share, for a total
of $100,000.
On August 16, 2000, the Company issued a total of 97,306 restricted shares of
company stock to three officers of the company for services, valued at $ .281
per share for a total of $27,343.
NOTE 9 - LEASE COMMITMENTS
As of August 31, 2000, the Company leased office space and certain equipment
under various noncancelable operating and capital leases. Future minimum lease
payments required under the operating and capital leases are as follows:
Operating Capital
Leases Leases
------ ------
2001 ............. $ 74,451 $ 8,064
2002 ............. 77,421 8,064
2003 ............. 80,514 8,064
2004 ............. 62,181 8,064
2005 ............. - 2,181
---------- --------
Total minimum lease payments $ 294,567 34,437
==========
Less amount representing interest 15,166
------
Present value of net minimum lease payments 19,271
Less current portion 4,514
------
Total $ 14,757
========
As of August 31, 2000, the Company has equipment purchased under noncancelable
capital leases with a cost of $22,570 and accumulated amortization of $3,300.
13
Management Discussion and Analysis
Sales decreased by $26,587 to $20,194 for the three months ended August
31, 2000 from $46,781 for the three months ended August 31, 1999, and decreased
by $64,089 to $38,401 for the six months ended August 31, 2000 from $102,490 for
the six months ended August 31, 1999. The decrease in respective sales is the
result of the Company's decision to concentrate activity on the development and
testing of new products instead of customizing software and computer products
for clients.
Salaries and wages increased $153,785 to $216,865 for the six month
period ended August 31, 2000 from $63,080 for the six month period ended August
31, 1999. The increase was partially offset by a decrease of $72,407 in
consulting fees for the six months ended August 31, 2000 versus the comparable
period in 1999. During the first six months of this fiscal year certain
employees were moved from consultant status to full-time employment with
Commercial Concepts. In addition, additional employees were hired to accommodate
increased demands for software development and preparations for market
introduction of the Company's products.
Legal expenses increased $21,330 to $39,889 for the six months ended
August 31, 2000 from $18,559 for the six months ended August 31, 1999. The
increase resulted primarily from the Company's successful acquisition of a $6.5
million equity line of credit, as well as the preparation and filing of a SB-2
registration statement with the Securities and Exchange Commission. Other
Expenses increased $43,933 to $44,436 for the six months ended August 31, 2000
from $503 for the comparable period in 1999. The increase was primarily due to
the Company's acquisition of a $6.5 million equity line of credit, and includes
various non-legal fees and expenses directly related to the financing process.
The Company's expenditures for services paid for with restricted common
stock increased $136,100 to $205,392 for the six months ended August 31, 2000
from $69,292 for the six months ended August 31, 1999. These expenditures using
restricted common stock recognized the efforts of certain Company programmers
and management in the development of Company products and systems.
The Company capitalized $401,267 in product development expenditures in
the six months ended August 31, 2000. Two of the Company's proprietary software
products were in active beta testing throughout this period as a final step
before commercial release. In accordance with Generally Accepted Accounting
Principles, all costs related to this testing period have been capitalized.
There were no product development expenditures capitalized in the comparable
period for 1999.
Liquidity and Capital Resources
At August 31, 2000, the Company had cash and other current assets of
$44,923 compared to cash and other current assets of $70,617 at August 31, 1999.
The decrease of
14
$25,694 results primarily from the revaluation by the Company of certain
outstanding receivables. During the previous twelve months the Company's
expenditures and cash requirements were met using a combination of sales, equity
placements and debt.
The Company borrowed $15,000 from an individual and an additional
$10,000 from a second individual, neither of which are shareholders of the
Corporation, in August of 1999, pursuant to promissory notes, at the rate of 10%
per annum with each note being respectively due and payable on February 12, 2000
and February 16, 2000. Both promissory notes remained outstanding at year-end
and both were converted into restricted common shares of the Company in April of
2000. During the six months ended August 31, 2000, the Company borrowed a total
of $96,987 from various individuals, some of which are shareholders of the
Corporation, at interest rates from 10% to 15% per annum. The various loan
details are explained at Note 5 of the Company's financial statements.
In July, 2000, the Company completed negotiations with a private
investment group for a $6.5 million equity line of credit. The execution of the
line of credit is dependent upon an approval by the Securities and Exchange
Commission of a SB-2 registration statement. The SB-2 registration was duly
prepared by the Corporation and filed with the Securities and Exchange
Commission in September 2000. On or about July 18, 2000, a $250,000, 6%
convertible note due July 20, 2003 was issued by the Corporation to the
above-mentioned private investment group. In addition, 850,000 five-year
warrants were issued for shares of the Company's common stock at a price not to
exceed $0.4375. The funds received by the Company from the convertible note are
a part of the $6.5 million equity line of credit and helped meet the working
capital requirements of the Company prior to filing of the SB-2 registration
statement.
During the six months ended August 31, 2000, the Company generated
$310,500 from the sale of 900,000 restricted common shares. Of this amount,
$305,500 was received as cash with the remainder as notes or subscriptions
receivable. The Company issued 2,152,358 shares of restricted common stock in
lieu of cash for various services through the six months ending August 31, 2000.
For the six months ended August 31, 2000 the Company recognized
$311,715 or one-half of its Net Operating Loss (NOL) carry forward calculated as
at the end of fiscal year 2000. Commercial Concepts, Inc., feels recognition of
this NOL is appropriate at this time due to the very positive beta testing and
initial commercial market acceptance of the Company's products.
15
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.
Commercial Concepts, Inc.
/s/ George E. Richards 10/19/00
- --------------------------------- -------------
George E. Richards, President Date
/s/ Scott Adamson 10/19/00
- --------------------------------- -------------
Scott Adamson, Executive Vice-President Date
/s/ Karl A. Hansen 10/19/00
- --------------------------------- -------------
Karl A. Hansen, Chief Financial Officer Date
16