UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarter ended August 31, 2002
[ ] 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 I.R.S. Employer Identification No.
of incorporation or
organization
168 E Center, North Salt Lake, Utah 84054-1807
(Address of principal executive offices)
(801) 936-0595
----------------------
(Issuer's telephone number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock equity as of September 30, 2002 was 57,049,182.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
Management's Discussion and Analysis
General
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the financial
statements (including the notes thereto), and the other information included
elsewhere herein. Our fiscal year runs from March 1 through the last day of
February.
RESULTS OF OPERATIONS
Quarter and Six-Months Ended August 31, 2002 vs. Quarter Ended August 31, 2001
Sales: There were no sales during the quarter ended August 31, 2002 and
only $1,434 for the six-month period then ended. This is compared to sales of
$27,126 and $36,218 for the three and six months ended August 31, 2001.
Substantially all sales in fiscal 2003 were generated from Wavescreens. Sales
have decreased since the Company has been unable to employ sales personnel or
perform any marketing activities due to lack of funding.
Cost of sales: Consistent with the information discussed under sales,
there have been no cost of sales during the three and six month periods ended
August 31, 2002 compared to cost of sales of $3,417 and $10,234 for the same
periods in the prior year.
Operating expenses: Operating expenses were substantially lower during
the three and six month periods ended August 31, 2002 as compared to the same
periods in the prior year. Of the $171,640 and $301,178 in expenses in the three
and six month periods ended August 31, 2002, $73,000 are for corporate
consulting services paid for with common stock of the Company. Because of our
current financial position, most of our employees have been laid off until
additional funding is secured. The reduction in salaries combined with the
elimination of most variable costs resulted in the decrease in operating
expenses. We continue to look for ways to reduce costs including moving the
corporate headquarters to smaller and less expensive office space.
Interest expense: Interest expense decreased by approximately $30,000
during the first six months of fiscal 2003 as compared to the same period in
2002. During the first quarter of fiscal 2002, we paid certain costs related
to financing transactions that
were recorded as interest expense. In the first quarter of fiscal 2003, we did
not incur this same type of expense resulting in the decrease between the
two quarters. Interest expense in the second quarter of fiscal 2003 is only
slightly higher than interest expense in the same period of the prior year.
Liquidity and Capital Resources
At August 31, 2002, we had cash and current assets amounting to $3,370
with current liabilities of approximately $1,028,000. During the quarter
Commercial Concept's expenditures and cash requirements were met using a
combination of collection of receivables, debt, issuance of common stock and
cash contributed. Due to our current liquidity position, our auditors have
issued a going concern opinion on our audited financial statements as of
February 28, 2002. Our ability to continue as a going concern is dependent upon
our ability to generate additional capital. We do not currently have any
additional financing in place, nor have we generated additional equity or debt
subsequent to the end of our fiscal quarter. During the first six months of
fiscal 2003 we used approximately $24,700 of cash in operations.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant cause
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Commercial Concepts, Inc.
/s/ George E. Richards 10/10/02
- ---------------------------------------------------
George E. Richards, President and Chief Executive
Officer
10/10/02
/s/ Scott G. Adamson
- ---------------------------------------------------
Scott G.Adamson, Executive Vice President
Commercial Concepts, Inc.
Financial Statements
As of August 31, 2002 (Unaudited) and February
28, 2002 and for the (Unaudited) Three and
Six Months Ended August 31, 2002 and 2001
Contents
Balance Sheets as of August 31, 2002 (Unaudited) and February 28,
2002..................................................................... 1
Unaudited Statements of Operations for the three and six
months ended August 31, 2002 and 2001.................................... 2
Unaudited Statements of Cash Flows for the six months ended August 31,
2002 and 2001............................................................ 3
Unaudited Statements of Stockholders' Deficit for the six months
ended August 31, 2002.................................................... 4
Notes to Financial Statements............................................ 5
Commercial Concepts, Inc.
BALANCE SHEETS
August 31 February 28
ASSETS 2001 2001
---- ----
(Unaudited)
CURRENT ASSETS
$ $
Cash and cash equivalents 101,977 1,621
Trade receivables 30,425 11,548
Employee advances 8,000 11,700
Prepaid expenses and other current assets 1,501 1,683
-------------------- --------------------
Total current assets
141,903 26,552
PROPERTY AND EQUIPMENT, net 61,341 70,233
SOFTWARE DEVELOPMENT COSTS 554,642 550,291
DEPOSITS 7,217 7,217
-------------------- --------------------
$ $
765,103 654,293
==================== ====================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
$ $
Trade accounts payable 110,718 88,030
Accrued compensation 217,005 301,622
Other accrued expenses 39,756 8,418
Current portion of long-term debt 4,000 4,850
Short-term notes payable 158,488 167,988
-------------------- --------------------
Total current liabilities 529,967 570,908
LONG-TERM LIABILITIES
Convertible notes payable 1,575,769 830,172
-------------------- --------------------
Total liabilities
2,105,736 1,401,080
STOCKHOLDERS' DEFICIT
Common stock 33,855 28,198
Paid-in-capital 3,178,774 2,807,473
Receivable from shareholders (213,880) (200,880)
Accumulated deficit (4,339,382) (3,381,578)
-------------------- --------------------
Total stockholders' deficit (1,340,633) (746,787)
-------------------- --------------------
$ $
765,103 654,293
==================== ====================
Commercial Concepts, Inc.
UNAUDITED STATEMENTS OF OPERATIONS
For the 6 Months Ended August
For Quarter Ended August 31, 31,
2001 2000 2001 2000
---- ---- ---- ----
$ $ $ $
SALES 27,126 20,194 36,218 38,401
COST OF SALES 3,417 5,703 10,234 10,161
---------------- ---------------- -- ---------------- ----------------
GROSS MARGIN 23,709 14,491 25,984 28,240
OPERATING EXPENSES
General and administrative 209,053 312,117 469,688 664,407
Sales and marketing 64,701 132,676
Product development 95,818 190,822
---------------- ---------------- -- ---------------- ----------------
Total operating expenses 369,572 312,117 793,186 664,407
---------------- ---------------- -- ---------------- ----------------
OPERATING LOSS (345,863) (297,626) (767,202) (636,167)
OTHER INCOME (EXPENSE)
Interest income 1,157 121 1,393 123
Financing costs (48,465) 1,963 (85,275) 2,473
Interest expense (37,794) (6,685) (106,720) (9,434)
---------------- ---------------- -- ----------------
----------------
Total other income (expense)
(85,102) (4,601) (190,602) (6,838)
---------------- ---------------- -- ---------------- ----------------
NET LOSS BEFORE INCOME TAXES (430,965) (302,227) (957,804) (643,005)
- -
Benefit for income taxes
$ $
NET LOSS $ (430,965) (302,227) $ (957,804) (643,005)
================ ================ == ================ ================
NET LOSS PER COMMON SHARE
Weighted Average Shares Outstanding:
Basic 31,363,473 26,971,503 29,940,565 25,631,642
Diluted 31,363,473 26,971,503 29,940,565 25,631,642
Net loss per Common Share:
$ $ $ $
Basic (0.014) (0.011) (0.032) (0.025)
Diluted (0.014) (0.011) (0.032) (0.025)
Commercial Concepts, Inc.
UNAUDITED STATEMENTS OF CASH FLOWS
For the Six Months Ended
August 31,
2001 2000
---- ----
CASH FLOWS FOR OPERATING ACTIVITIES
$ $
Net loss (957,804) (643,005)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 14,636 11,066
Common stock issued for expenses 67,000 363,393
Interest added to convertible debt balances 120,316
Changes in operating assets and liabilities: - -
Trade receivables and advances (26,877) 18,632
Prepaids and other assets 182 (6,164)
Accounts payable and accrued liabilities 42,998 55,621
-- ---------------- ----------------
Net cash used in operating activities
(739,549) (200,457)
CASH FROMS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (5,744) (5,750)
Additions to capitalized software & patents (4,351) (401,168)
-- ---------------- ----------------
Net cash used in investing activities
(10,095) (406,918)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt 950,000 -
Payments of notes payable (100,000) -
Net proceeds from notes receivable from shareholders - (2,555)
Net proceeds from issuance short-term debt - 280,848
Net proceeds from issuance of common stock 310,500
-- ---------------- ----------------
Net cash provided by financing activities 850,000 588,793
-- ---------------- ----------------
Net change in cash and cash equivalents 100,356 (18,582)
Cash and cash equivalents, beginning of period 1,621 31,171
---------------- ----------------
$ $
CASH AND CASH EQUIVALENTS, END OF PERIOD 101,977 12,589
== ================ ================
SUPPLEMENTAL DISCLOSURES
$ $
Cash interest paid 2,545 7,693
Conversion of Long-term debt to common stock 243,888
Common stock issued in settlement of liabilities 66,070
Commercial Concepts, Inc.
UNAUDITED STATEMENT OF STOCKHOLDERS' DEFICIT
Six Months Ended August 31, 2001
Paid-In
Capital In
Common Stock Excess of Accumulated
------------
Shares Amount Par Value Deficit Total
$ $ $ $
Balance at February 28, 2001 (Audited) 28,197,590 28,198 2,807,473 (3,381,578) (545,907)
Common stock issued for services 757,400 757 66,243 67,000
Common stock issued in conversion of debt 4,040,835 4,041 239,847 243,888
Common stock issued in payment of liabilities 858,600 859 65,211 66,070
Net loss (957,804) (957,804)
------------ ------------- ------------- -------------- -------------
$ $ $ $
Balance at August 31, 2001 33,854,425 33,855 3,178,774 (4,339,382) (1,126,753)
============ ============= ============= ============== =============
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended August 31, 2002
1. Description of Business and Summary of Significant Accounting Policies
Description of Business: Commercial Concepts, Inc. (the Company) creates
proprietary software platforms. From these platforms individual
internet-accessible database-driven software products are developed. As each
product completes beta testing, the Company plans to seek either a distribution
partner to market and provide ongoing support for the product or a licensee to
license the product. Due to lack of funding, little activity occurred during the
quarter.
Interim Financial Information: The accompanying interim financial statements of
the Company are unaudited, but in the opinion of management reflect all
adjustments (consisting of normal recurring accruals) necessary for fair
presentation of the results for such periods. The results of operations for any
interim period are not necessarily indicative of the results for the respective
full year. These financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's annual report
on Form 10KSB for the year ended February 28, 2002 as filed with the Securities
and Exchange Commission.
Concentration of Credit Risk: Financial instruments that potentially subject the
Company to a concentration of credit risk consist principally of cash. Banking
with federally insured, creditworthy institutions minimizes risks associated
with cash.
Cash and Cash Equivalents: The Company considers all cash and highly liquid
investments purchased with an original maturity of less than three months at the
date of purchase to be cash equivalents.
Property and Equipment: Property and equipment is stated at cost, less
accumulated depreciation. Depreciation is calculated using the straight-line
method over the estimated useful lives of the assets, generally three to five
years. Normal maintenance and repair items are expensed as incurred.
Software Licenses: 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 products to market are then capitalized. Capitalization of software costs is
discontinued when the product is available for general release to customers.
These amounts are recorded at cost and are amortized over the life of the
licenses, which is estimated to be 5 years. However, given concerns about the
Company's ability to continue as a going concern and therefore it's ability to
ultimately recover the value of such capitalized costs, an impairment reserve of
$554,683 was recorded at February 28, 2002 offsetting the amount of capitalized
software costs (see Note 2). No costs were capitalized during the quarter ended
August 31, 2002.
Income Taxes: The Company provides for income taxes based on the asset and
liability method required by SFAS No. 109, Accounting for Income Taxes, which
requires recognition of deferred tax assets and liabilities based on differences
between financial reporting and tax bases of assets and liabilities measured
using enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities.
Although management believes estimates are appropriate, actual results could
differ from the estimates and assumptions used.
Comprehensive Income: The Company has adopted the provisions of SFAS No. 130,
Reporting Comprehensive Income. SFAS No. 130 establishes standards for
reporting comprehensive income and its components in financial statements.
Comprehensive income, as defined, includes all changes in equity (net assets)
during a period from non-owner sources. Comprehensive loss is the same as net
loss for the quarters and six months ended August 31, 2002 and 2001.
Net Income (Loss) per Common Share: Basic net income (loss) per common share is
computed based upon the average number of common shares outstanding during the
period. The diluted per share computation adds to the weighted common shares
outstanding the incremental increase in shares due to outstanding common stock
equivalents (options, warrants, etc.) unless such common stock equivalents are
considered anti-dilutive.
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
For the Six Months Ended August 31, 2002
2. Going Concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the continuation of
the Company as a going concern. However as of August 31, 2002, the Company had
current liabilities substantially in excess of current assets, has a net
stockholders' deficit and has incurred significant operating losses, all of
which raise substantial doubt about its ability to continue as a going concern.
The Company has taken certain actions in order to enable it to obtain additional
financing, however, as of the date of these financial statements, these actions
have been unsuccessful. Without additional financing, the Company will not be
able to continue as a going concern. As of October 7, 2002, the Company had no
commitment for additional financing, and it is doubtful as to the ability of the
Company to continue as a going concern. As a result, all assets and liabilities
have been recorded at their estimated net recoverable amounts, including an
impairment charge for capitalized software development costs in the amount of
$554,683.
3. Property and Equipment
Property and equipment consists of the following:
February 28,
2002 2001
---------------------------------------
---------------------------------------
Leasehold improvements $7,000
Computer and other equipment $104,904 104,904
Office furniture 12,173 12,173
---------------------------------------
Total 117,077 124,077
Less accumulated depreciation (80,953) (74,926)
---------------------------------------
---------------------------------------
$36,124 $49,151
=======================================
During the quarter ended August 31, 2002, the Company relocated offices to
smaller and less expensive office space. As a result, the leasehold improvements
on the prior office space were fully depreciated and then written off.
4. Notes Payable
Short-term debt consisted of the following:
August 31, February 28,
2002 2002
-------------- -------------
Notes payable to an individual at dates from June 22, 2000 through April 12,
2001, due at various dates through April 12, 2002, plus all accrued
interest at 15%. $ 78,500 $ 78,500
Note payable to an individual dated November 3, 2000,
collateralized by 200,000 shares of the Company's common stock, payable on
demand plus all accrued interest at 15%. 15,000 15,000
Note payable (non-collateralized) to an individual dated June 15, 2000
payable on demand plus all accrued interest at 10%. 42,988 42,988
Note payable to a corporation (non-collateralized) dated January
23, 2001 due on demand plus all accrued interest at 10%. 10,000 10,000
Note payables (non-collateralized) to a limited partnership dated October 22
and December 14, 2001 payable on demand with an interest rate of 12%. 100,000 100,000
Other 3,000 3,000
----- ----- ----- -----
Total $ 249,488 $ 249,488
========= =========
COMMERCIAL CONCEPTS, INC
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended August 31, 2002
Convertible debt consisted of the following:
August 31, February 28,
2002 2002
---- ----
Convertible notes payable to a private investment group with at various
dates, plus accrued interest at 6% to 8% . $1,152,003 $1,103,982
Convertible note payable to a private investment group due December 3, 2003
plus all accrued interest at 8%. 318,075 313,422
Three convertible notes payable to an individual at various dates plus all
accrued interest at 6% 263,628 256,066
----- ------- ------------
$1,733,706 $1,673,470
Long-term debt as of August 31, 2002 is scheduled to mature as follows:
2003 None
2004 $1,166,967
2005 566,739
----- -------
Total $1,733,706
==========
The convertible notes payable described above can be converted into common
shares of the Company based upon 80% of the three lowest closing share prices
during the thirty trading days prior to the date of the note, or 76% of the
three lowest closing prices during the sixty trading days prior to the
conversion date. The Company retains a redemption clause in the notes that allow
the Company to repurchase the notes upon payment of 130% to 150% of the note's
face value, plus accrued interest. In addition, the Company issued warrants to
purchase 5,290,000 shares of the Company's common stock at market on the day
issued with exercise prices ranging from $0.50 to $.0072 (weighted average
exercise price of $.23) in connection with these notes.
5. Receivable from Shareholders
The following summarizes receivable amounts from shareholders for purchase of
Company stock:
2,000,000 shares issued May 5, 1999 to an
officer valued at $.06 per share $120,000
1,598,000 shares issued August 9, 1999 to
an officer, valued at $.06 per share. 93,880
---- ------
Balance due $213,880
========
6. Lease Commitments
As of August 31, 2002, the Company leased office space under non-cancelable
operating leases. However, due to cash flow difficulties, the Company is
relocated to a smaller, less expensive office in July, 2002 and the Company is
in negotiations with the prior landlord to release it from its current
obligation which will expire in February 2004 if negotiations are unsuccessful.
CERTIFICATION
In connection with the Annual Report of Commercial Concepts, Inc., a
Utah corporation (the "Company") on Form 10-QSB for the period ending August 30,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, George E. Richards, Jr., Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) I have received the Report being filed.
(2) The Report fully complies with the requirements of Section 13a-14 and
15d-14 of the Securities Exchange Act of 1934 (15
U.S.C. 78m or 78o(d)); and
(3) The information contained in the Report
fairly presents, in all material respects,
the financial condition and results of
operations of the Company.
/s/ GeorgeE. Richards, Jr
- --------------------------------------------------------------
George E. Richards, Jr., Chief Executive Officer
Dated: October 15, 2002
-----------------------------------------------
In connection with the Annual Report of Commercial Concepts, Inc., a
Utah corporation (the "Company") on Form 10-QSB for the period ending August 30,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Scott G. Adamson, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(4) I have received the Report being filed.
(5) The Report fully complies with the requirements of Section 13a-14 and
15d-14 of the Securities Exchange Act of 1934 (15
U.S.C. 78m or 78o(d)); and
(6) The information contained in the Report
fairly presents, in all material respects,
the financial condition and results of
operations of the Company.
/s/ Scott G. Adamson
- --------------------------------------------------------------
Scott G. Adamson, Chief Financial Officer
Dated: October 15, 2002
-----------------------------------------------