U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
e-Synergies, Inc.
(Name of Small Business Issuer in its charter)
California 91-2021595
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(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)
827 State Street, Suite 14
Santa Barbara, CA 93101
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (805) 899-1299
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SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class to be so registered
Common Stock
1
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendments to this Form 10-KSB. [ ] The issuer's revenues for the
Fiscal Year ended March 31, 2000 were $2,360,079.
The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the issuer as of December 31, 1999
computed by reference to the close price as at December 31, 2000 of 3,600,000
of the registrant's Common Stock as quoted on the over-the counter bulletin
board on such date, was approximately $3,600,000. As at December 31, 2000,
there were 3,600,000 shares of the issuer's common stock outstanding.
Transitional Small Business Disclosure Format (check one)
Yes No X
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PART 1
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Statements contained in the annual report that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed in filings
with the Securities and Exchange Commission, including without limitation in
Item 1.
TABLE OF CONTENTS
PART I
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Item 1 Description of Business ............. 3
Item 2 Description of Property.............. 7
Item 3 Legal Proceedings ................... 7
Item 4 Submission of Matters to a
Vote of Security Holders............ 8
2
PART II
Item 5 Market for Common Equity and
Related Stockholder Matters ....... 8
Item 6 Management's Discussion and
Analysis of Financial Condition
and Results of Operations .......... 10
Item 7 Financial Statements and
Supplementary Data ................. 12
Item 8 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure ............... 13
PART III
Item 9 Directors and Executive Officers
of the Registrant .................. 13
Item 10 Executive Compensation ............. 15
Item 11 Security Ownership of Certain
Beneficial Owners and Management ... 15
Item 12 Certain Relationships and
Related Transactions ............... 16
Item 13 Exhibits and Reports on Form 8-K ... 16
SIGNATURES
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business Development
We were organized on February 29, 2000, in order to engage in the online sales
of caviar. On July 3, 2000, our registration statement on Form SB-2 was
declared effective by the Securities and Exchange Commission. On November 1,
2000, our securities were approved for a quotation on the over-the-counter
bulletin board. On December 1, 2000, we changed our name to e-Synergies, Inc.
to emphasize our expansion of our plan of operations into e-commerce solutions.
E-Synergies, Inc.'s plan of operations is to be the number one seller of caviar
on the Internet. Caviar from retail outlets is too expensive for the average
consumer, and the quality is usually not the highest. E-Synergies, Inc. plans
to only sell the very best quality Caspian Sea caviar imported from Russia at
the lowest prices of any wholesaler or retailer of caviar on the Internet.
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Government approval is not necessary for E-Synergies, Inc.'s business, and
government regulations have no or only a negligible effect on their respective
businesses.
E-Synergies, Inc. has not booked any significant research and development
costs and therefor do not expect to pass any of those costs to customers. And
has no product development or research and development costs.
E-Synergies, Inc.'s mailing address is 827 State Street, Suite 26, Santa
Barbara, CA 93101. The telephone number of its principal executive office is
(805) 899-1299.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. E-Synergies,
Inc.'s expectation of results and other forward-looking statements contained in
this registration statement involve a number of risks and uncertainties. Among
the factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.
THE INDUSTRY
The Internet industry is a young industry, but one of the fastest growing
industries in the country. Management believes that with the proper marketing
campaign, E-Synergies, Inc.'s e commerce site can develop into the most popular
site on the Internet to purchase caviar. E-Synergies, Inc. will avoid customer
service problems by offering a money back if not satisfied guarantee, and
providing free expedient shipping of product.
MARKETING
E-Synergies, Inc. has developed an Internet web site with full e commerce
capabilities, which offers E-Synergies, Inc.'s products for sale to the
Internet consumer. In addition, E-Synergies, Inc. will promote its web site and
its products by conventional advertising and marketing.
To help achieve its sales goals, E-Synergies, Inc. plans to implement an
aggressive online marketing campaign. The objective will be to name awareness
for E-Synergies, Inc. in the online community and to continually acquire new
visitors to its Web site. One of the best ways to attract this target audience
is to achieve high visibility in the places where prospective customers are
likely to be browsing. E-Synergies, Inc.'s online campaign will target sites
that generate high traffic from Internet users who fit E-Synergies, Inc.'s
customer profile. In order to create this market presence and increase customer
awareness, E-Synergies, Inc. intends to promote its Web site on the most
effective search engines, directories and promotional sites the Internet
offers. However, E-Synergies, Inc. has not yet developed its Web site, and
there can be no assurance that it will implement these programs.
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The programs to establish visibility and increase traffic to the web site
include directory submissions to make sure E-Synergies, Inc. is listed in the
top five listings on the major search engines such as Yahoo, America Online,
Excite, Infoseek, HotBot, AltaVista, and Lycos, when a potential visitor types
in key words related to software sales. Of course, there can be no assurance
that E-Synergies, Inc. can obtain such a status, but it will continually update
its submissions to search engines to keep them current and will update its site
weekly. E-Synergies, Inc. will review its site data to optimize its listing.
Once the site data has been perfected, E-Synergies, Inc.'s site will be
submitted to the top 75 search engines and promotional sites. While listing a
Web site with the search engines and promotional sites is a high priority for
the foundation of E-Synergies, Inc.'s Internet program, targeted links with
sites of similar interest is another powerful method of obtaining visitors that
are interested in E-Synergies, Inc.'s site. E-Synergies, Inc. will search for
sites of similar interest where it is likely to find its target audience to
place targeted links. These links will increase targeted traffic to E-
Synergies, Inc.'s Web site.
E-Synergies, Inc. intends to design a professional banner and place it with
various sites on a "reciprocal" basis, at no charge to E-Synergies, Inc.. E-
Synergies, Inc. also plans to purchase online ad banners on highly trafficked
Web sites that appeal to E-Synergies, Inc.'s target audience. E-Synergies, Inc.
will work with a nationally recognized media buying firm to research the sites
that are regularly visited by prospective customers in order to design and to
execute an online advertising campaign on a cost-per-lead or similar direct
response basis.
Online communities such as Mailing Lists, Newsgroups, and Online Service Forums
tend to be very successful in driving traffic to sites as Internet surfers use
these communities to get advice from their peers. E-Synergies, Inc. will work
with a firm to seed messages about its offerings in the various online
communities that are visited by its target audience. Companies specializing in
Community Discussion Seeding include Word of Net Promotions, Webpromote and
Agency.
Targeted e-mail announcements with information about E-Synergies, Inc.'s
products and services will be sent to individuals who have expressed an
interest in receiving information within targeted categories. These individuals
have voluntarily signed up to receive these e-mail messages about specific
topics and are more likely to read them. Response rates are expected to average
between 5% to 10%. These efforts will results in Our Web site visits by these
individuals because they have an interest in E-Synergies, Inc.'s products and
services and can click-through Hyperlinks created in E-Synergies, Inc.'s e-mail
announcement. Each e-mail message will contain a header that specifies that the
e-mail was sent to the recipient because they had subscribed to a particular
service.
E-Synergies, Inc. expects to maintain a clean corporate image by practicing
"etiquette" when sending e-mail messages. In order to differentiate between e-
mail messages that are voluntarily requested and true "spamming" from unwelcome
sources, E-Synergies, Inc. plans to only send targeted e mail to those
individuals who have voluntarily requested to receive such announcements, and
always give the participants the option to remove themselves from the e mail
lists.
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E-Synergies, Inc. intends to announce its products and services on the Web in
press releases. Favorable articles or editorial pieces about E-Synergies,
Inc.'s Web site can generate tremendous visibility and opportunity to sell its
products and services. E-Synergies, Inc. will e-mail its press releases to
targeted publications selected from a database of over 30,000 media resources.
Press releases can be distributed within 72 hours.
THE PRODUCTS
E-Synergies, Inc. offers what management believes is the finest tasting,
highest quality caviar in the world at prices below any retailer E-Synergies,
Inc. is aware of. Caviar is harvested from the eggs of the prehistoric like
sturgeon. Worldwide there are 20 different sturgeon species. Five of them live
in the Caspian Sea and only three supply caviar. E-Synergies, Inc. offers all
three types of caviar, which are all imported from the Caspian Sea.
Beluga Caviar
This is the rarest and most expensive caviar. The Beluga sturgeon can grow up
to 30 feet and weigh over 2,000 pounds. It produces a light grey caviar with
large granules and delicate skin. E-Synergies, Inc. sells this caviar in 4
ounce containers only.
Osetra Caviar
The Osetra sturgeon grows up to six feet long and up to 440 pounds. It produces
a caviar which is dark grey, with a nutty flavor which is considered to be a
rare specialty. E-Synergies, Inc. sells this caviar in 2 ounce containers.
Sevruga Caviar
The Sevruga sturgeon grows up to five feet and up to 55 pounds. It produces a
caviar which is dark grey, fine grained and delicious.
Red Caviar
In Russia, salmon roe is also known as red "Ikra" or red caviar, and Sturgeon
roe is known as black "Ikra". Truthfully, red caviar is not from the Sturgeon,
but from Salmon. It is small, red, and delicious, and is less expensive than
black caviar. E-Synergies, Inc. offers
salmon roe in 4 ounce cans.
PATENTS
E-Synergies, Inc. holds no patents for its products. E-Synergies, Inc. is the
registered owner of the Internet domain names, www.e-Synergies, Inc..com and
www.russiancaviar.net.
GOVERNMENT REGULATION
Government approval is not necessary for E-Synergies, Inc.'s business, and
government regulations have no effect or a negligible effect on its business.
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COMPETITION
The gourmet food business is competitive. Other companies making caviar sales
and other companies with one or more affiliate or retail locations have
financial resources superior to Russian-Caviar, so there can be no assurance
that Russian-Caviar's projected income will not be affected by its competition.
There are also many other companies with greater financial resources that
Russian-Caviar who offer caviar sales on the Internet, but few with e commerce
capabilities. Russian-Caviar's competitors include Aristoff Caviar and
Pedrosian of France, which is perhaps the most well known seller of caviar in
the world.
EMPLOYEES
E-Synergies, Inc. presently employs its President, Marcy M. Engelbrecht, its
Secretary, Nancy Volpe, and its Chief Financial Officer, Esta Viviers, who each
devote approximately 30 hours per week, equal to one quarter of their total
business time, on the business of E-Synergies, Inc.
PATENTS
E-Synergies, Inc. has no patents or trademarks. E-Synergies, Inc. owns the
domain names, www. russian-caviar.com, www.eSynergies.com and
www.russiancaviar.net.
COMPETITION
The gourmet food business is competitive. Other companies making caviar sales
and other companies with one or more affiliate or retail locations have
financial resources superior to E-Synergies, Inc., so there can be no assurance
that E-Synergies, Inc.'s projected income will not be affected by its
competition. There are also many other companies with greater financial
resources that E-Synergies, Inc. who offer caviar sales on the Internet, but
few with e commerce capabilities. E-Synergies, Inc.'s competitors include
Aristoff Caviar and Pedrosian of France, which is perhaps the most well known
seller of caviar in the world.
ITEM 2. DESCRIPTION OF PROPERTY
E-Synergies, Inc. has an oral agreement with our former president for use of
office space, telephones and secretarial services at on a month to month flat
fee basis of $500 per month. We own our Internet Web site, and the Internet
domain names, www.eSynergies, .com, www.russian-caviar.com, and
www.russiancaviar.net.
ITEM 3. LEGAL PROCEEDINGS
We are not involved in any litigation at this time.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 20, 2000, our shareholders approved a 10-1 forward split of our
common share capital, pursuant to a proxy statement filed November 8, 2000.
This action was effectuated by the amendment of our articles of incorporation
on December 1, 2000, and was effected in the marketplace by the over-the-
counter bulletin board on December 7, 2000.
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
e-Synergies's Common Stock was been quoted on the over-the-counter bulletin
board under the symbol "RCVR" from November 7, 2000 through December 6, 2000.
Since December 7, 2000, it has been quoted on the over-the-counter bulletin
board under the trading symbol, "ESYG." The high and low sale prices of our
common stock were $3.50 and $.96, respectively, during fiscal year 2000. Our
common stock has only been quoted during the last quarter of fiscal year 2000,
so a discussion of the high and low prices for each quarter is not meaningful.
E-Synergies considers its Common stock to be thinly traded and that any
reported bid or sale prices may not be a true market-based valuation of the
Common Stock. As of December 31, 2000, there were 45 record holders of e-
Synergies's Common Stock.
The following table sets forth the range of high and low bid information for
each full quarterly period of the last fiscal year:
Period Reported Average High Bid Average Low Bid
--------------- ---------------- ---------------
Quarter ended December 31, 2000
The above quotations reflect inter-dealer prices, without retail mark up, mark
down or commission and may not represent actual transactions. Source of
information: NASDAQ Stock Market Over-The-Counter Bulletin Board.
RECENT SALES OF UNREGISTERED SECURITIES
In connection with organizing E-Synergies, Inc., on February 1, 2000, Agata
Gotova was issued 1,610,000 pre-split shares of restricted common stock in
exchange for services, the business plan of E-Synergies, Inc., and E-Synergies,
Inc.'s web site and domain names, pursuant to Section 4(2) of the Securities
Act of 1933, to sophisticated persons (officers and directors) having superior
access to all corporate and financial information. Under Rule 405 promulgated
under the Securities Act of 1933, Ms. Gotova may be deemed to be promoters of
E-Synergies, Inc. No other persons are known to Management that would be
deemed to be promoters. On or about November 21, 2000, in order to effectuate
a fair and just reorganization of our capital stock structure, Ms. Gotova
agreed to cancel and return these 1,610,000 shares, and to be reissued 118,000
shares, which became 1,118,000 shares after the 10-1 forward split.
8
On February 1, 2000, in exchange for web site development services rendered to
E-Synergies, Inc.'s web sites, E-Synergies, Inc. issued 100,000 pre-split
shares of its common stock under Rule 701 promulgated by the Securities and
Exchange Commission to a non-sophisticated investor with full access to all
corporate information.
On February 1, 2000, E-Synergies, Inc. issued 90,000 pre-split shares of its
common stock to Kenneth G. Eade, counsel to E-Synergies, Inc. and the husband
of its former President, Agata Gotova, under Rule 701 promulgated by the
Securities and Exchange Commission in exchange for legal services rendered. Mr.
Eade is a sophisticated investor who had access to all corporate information.
His wife, Agata Gotova, can be deemed to be a promoter of E-Synergies, Inc.
On November 22, 2000,E-Synergies, Inc. issued 2,000 per-split shares to Richard
Day, in exchange for corporate consulting services and clerical services, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. We had formerly, on February 29, 2000, issued 75,000
shares to Richard Day, but he rescinded the issuance as a possible conflict of
interest.
On February 29, 2000,E-Synergies, Inc. issued 75,000 pre-split shares to
Jeffrey Volpe, in exchange for corporate consulting services and clerical
services, in reliance upon Section 4(2) of the Securities Act of 1933, to
sophisticated persons (officers and directors) having superior access to all
corporate and financial information.
From July 3, 2000 through November 30, 2000, we issued 50,000 shares of our
common stock to 35 persons at $0.50 per share, pursuant to our registration
statement on Form SB-2.
PENNY STOCK STATUS
e-Synergies's common stock is a "penny stock," as the term is defined by Rule
3a51(1)of the Securities Exchange Act of 1934. This makes it subject to
reporting, disclosure and other rules imposed on broker_dealers by the
Securities and Exchange Commission requiring brokers and dealers to do the
following in connection with transactions in penny stocks:
- Prior to the transaction, to approve the person's account for transactions
in penny stocks by obtaining information from the person regarding his or her
financial situation, investment experience and objectives, to reasonably
determine based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her independent
advisor reasonably may be expected to be capable of evaluating the risks of
transactions in penny stocks.
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In addition, the broker or dealer must deliver to the person a written
statement setting forth the basis for the determination and advising in
highlighted format that it is unlawful for the broker or dealer to effect a
transaction in a penny stock unless the broker or dealer has received, prior to
the transaction, a written agreement from the person. Further, the broker or
dealer must receive a manually signed and dated written agreement from the
person in order to effectuate any transactions is a penny stock.
- Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.
- Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in
connection with the transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker dealer, other
than a person whose function in solely clerical or ministerial.
- The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each such
security and the estimated market value of the security. The imposition of
these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for our stock.
SECURITY HOLDERS
The approximate number of record holders of shares of the common stock of e-
Synergies outstanding as of December 31, 2000, including those shares held in
broker's street names, was approximately 45.
DIVIDENDS
No dividends have been declared or paid on e-Synergies's common stock, and we
do not intend to pay dividends in the near future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS:
The following discussion should be read in conjunction with E-Synergies, Inc.'s
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.
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BUSINESS DEVELOPMENT
E-Synergies, Inc. was organized on February 29, 2000, under the name, Russian-
Caviar.com, Inc., and has just recently commenced operations. It changed its
name to e-Synergies, Inc. on December 1, 2000, and is engaged in the business
of selling caviar from its e commerce equipped web site.
PLAN OF OPERATIONS-IN GENERAL
E-Synergies, Inc.'s plan of operations is to be the number one seller of caviar
on the Internet. Caviar from retail outlets is too expensive for the average
consumer, and the quality is usually not the highest. E-Synergies, Inc. plans
to only sell the very best quality Caspian Sea caviar imported from Russia at
the lowest prices of any wholesaler or retailer of caviar on the Internet. To
do this, E-Synergies, Inc. will seek to establish an aggressive marketing plan
both on the Internet and conventionally.
Our plan of operations includes continuing to engage in the business of
Internet sales of caviar from its e-commerce web sites, and to expand our
operations during the next twelve months to engage in the business of providing
e-market solutions and turnkey services to help clients increase online
customer conversion, customer retention, and online revenue, in a hosted
Application Service Provider, or ASP environment. We will seek to acquire and
develop e-marketing solutions allow clients to analyze their web site visit
behavior, deliver personalized rich media marketing messages via e-mail or in-
house banners and billboards, and measure response rates for use in future
campaigns. We will also seek to offer complete interactive marketing services
to clients seeking the strategic direction, creative support and technology
resources needed to optimize and execute data driven, rich media and viral
marketing campaigns. In order to accomplish these new goals, we have hired a
new management team and are seeking to acquire new e-commerce solution
technologies.
During the next twelve months, e-Synergies plans to satisfy its cash
requirements by additional equity financing. This will be in the form of
private placements of restricted common stock. There can be no assurance that
E-Synergies, Inc. will be successful in raising additional equity financing,
and, thus, be able to satisfy its cash requirements, which primarily consist of
legal and accounting fees at the present time. E-Synergies, Inc. presently has
no cash with which to satisfy any future cash requirements. E-Synergies, Inc.
will need a minimum of $10,000 to satisfy its cash requirements for the next 12
months. E-Synergies, Inc. will not be able to operate if it does not obtain
equity financing. E-Synergies, Inc. has no current material commitments. E-
Synergies, Inc. depends upon capital to be derived from future financing
activities such as subsequent offerings of its stock. There can be no assurance
that E-Synergies, Inc. will be successful in raising the capital it requires.
Management believes that, if this offering and the subsequent private
placements are successful, E-Synergies, Inc. will be able to generate revenue
from on line caviar sales and achieve liquidity within the next twelve months.
E-Synergies, Inc. does not anticipate any further research and development of
any products, nor does it expect to incur any research and development costs.
E-Synergies, Inc. does not expect the purchase or sale of plant or any
significant equipment, and it does not anticipate any change in the number of
its employees.
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E-Synergies, Inc. has no current material commitments. E-Synergies, Inc. has
generated no revenue since its inception.
RESULTS OF OPERATIONS
E-Synergies, Inc. has recently commenced operations, and virtually no operating
history. Therefore, a comparative discussion of our results of operations would
not be meaningful. We are still considered to be a development stage company,
with no significant revenue, and is dependent upon the raising of capital
through placement of its common stock. There can be no assurance that E-
Synergies, Inc. will be successful in raising the capital it requires through
the sale of its common stock.
Year ended December 31, 2000 as compared to year ended December 31, 1999
We were incorporated on February 29, 2000 and have reported no sales for the
fiscal year 2000.
We have a net loss for the year ended December 31, 2000 of $26,661. The net
loss is attributable to expenses incurred in our financing activities and our
organization and commencement of operations.
Administrative and marketing expenses amounted to $25,861 for the year ended
December 31, 2000.
Liquidity and Capital Resources
At December 31, 2000, we had a working capital deficit of $710.
Net cash flows from operating activities was $(22,911). Net cash flows from
financing activities amounted to $23,001 for the year ended December 31, 2000.
Forward Looking Statements
This registration statement contains forward-looking statements. e-Synergies's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.
ITEM 7. FINANCIAL STATEMENTS:
E-Synergies's financial statements for the period February 29, 2000
(inception) through December 31, 2000 are included under Item 13.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with our independent accountants
during fiscal year 2000.
PART III.
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The Executive Officers of e-Synergies, and their ages, are as
follows:
Name Age Position
- ---- --- --------
Marcy M. Engelbrecht President, Secretary, Director
Esta Viviers 47 Chief Financial Officer, Director
Michael A. Piraino 47 Director
Marcy M. Engelbrecht. Ms. Engelbrecht is the current President, and Director of
e-Synergies since December 14, 2000. She served as the Secretary of e-Synergies
from December 14, 2000 through December 31, 2000. She has also served as the
Managing Member of Opus International, LLC, from 1996 to the present date. From
1984 through 1996, she was the Chairman of Champion Financial Corporation. From
1984 through 1995 she was managing partner of the Law Offices of Marcy M.
Engelbrecht. From 1981 through 1984, she was employed by the law firm of
Wilkie, Farr & Gallagher, in New York, New York, as an attorney. From 1979
through 1981, she was employed as an attorney for the firm of Wienberg & Green,
in Baltimore, Maryland. From 1977 through 1979 she served as an attorney for
the American Petroleum Institute in Washington, D.C. From 1976 through 1977,
she was employed by Akin, Gump, Strauss, Hauer & Seld as an attorney. From 1975
through 1976, she was an attorney for the firm of Morgan, Lewis & Bockius in
Washington, D.C., and from 1973 through 1975 she served as a law clerk in the
United States Attorney's Office in Washington, D.C. Ms. Engelbrecht holds a
B.A., cum laude, from the University of Pennsylvania, 1972, a J.D. from
Georgetown University Law Center, 1975, and a Masters in Law from Georgetown
University Law Center, 1979. She has served on the boards of the Women's
Institute of the College of Notre Dame, The Washington Ballet, The Baltimore
Zoological Society, and The Leadership of the Greater Baltimore Committee.
Esta Viviers. Esta Viviers is the current Chief Financial Officer and Director
of e-Synergies since December 14, 2000. Since January, 2000, she has served as
Chairperson of the Board of Trustees of Bolder Investments Trusts, in South
Africa. Since July, 2000, she has served as the Chief Executive Officer of
CommerceSWITCH (Pty) Ltd., an e-trading solutions incorporation company. From
April 1980 through December, 1999, she was employed by the Sage Group, a
financial services company, listed on the Johannesburg Stock Exchange,
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where she held positions as branch manager at Sage Consulting from 1980 to
1988; Information Technology at Sage Life, Ltd. from 1988 to 1993; the head of
Business Process Reengineering and Corporate Restructuring for the Sage Group
from 1994 to 1995; the head of Organizational Development for the Sage Group
from 1995 to 1996, and set up the Sage Educational Trust from 1997 to 1998.
From 1997 to 1999, she was head of Corporate Broker Sales for Sage.
Michael A. Piraino. Mr. Piraino is a director of e-Synergies since December 14,
2000. Since April, 2000 he has served also as the Chief Executive Officer of
Emergent Information Technologies, Inc. From December 1998 to April, 2000, he
was employed as Chief Operating Officer of Emergent Information Technologies,
Inc. From January, 1996 through December, 1998, he served as Executive Vice
President of Data Processing Resources Corporation. From October, 1994 through
January, 1996, he served as Executive Vice President and Chief Development
Officer of UROHEALTH Systems, Inc. From July, 1993 through October, 1994, he
was employed as the Senior Vice President and Chief Financial Officer of Syncor
International Corporation. From May, 1989 through July, 1993, he was employed
by Total Pharmaceutical Care, Inc. as its Senior Vice President and Chief
Financial Officer. From November , 1986 through May, 1999, he served as Senior
Vice President, Finance and Administration of Lorimar Home Video. From January
1984 through November, 1986, he was employed as the Vice President Controller
or Winn Enterprises. From September, 1975 through January, 1984 he was employed
by Deloitte & Touche in various positions, culminating in Senior Audit Manager.
Mr. Piraino holds a B.S. in Accounting from Loyola University, 1975, is a
certified public accountant, and member of the American Institute of Certified
Public Accountants and the California Society of Certified Public Accountants.
FAMILY RELATIONSHIPS.
There are no family relationships among directors, executive officers or other
persons nominated or chosen by e-Synergies to become officers or executive
officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
e-Synergies is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative or
civil proceedings limiting one's participation in the securities or banking
industries, or findings of securities or commodities law violations.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than ten percent of a registered class of
e-Synergies's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.
14
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, e-Synergies believes
that, during the fiscal year ended December 31, 2000, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth the cash and non-cash compensation paid by e-
Synergies to its Chief Executive Officer and all other executive officers for
services rendered during the fiscal year ended December 31, 2000. No salaries
are being paid at the present time. There were no grants of options or SAR
grants given to any executive officers during the last fiscal year.
Annual Compensation
-------------------
Name and Position Salary Bonus Annual Deferred Salary
- ----------------- ------ ----- ----------------------
None
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of e-Synergies as of the end of the
fiscal year, 1998, by (I) each person who is known by e-Synergies to be the
beneficial owner of more than five percent () of the issued and outstanding
shares of common stock, (ii) each of e-Synergies's directors and executive
officers, and (iii) all directors and executive officers as a group.
Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------
Marcy M. Engelbrecht 1,000,000 27.77%
Opus International, LLC
19 Hillsyde Court
Cockeysville, MD 21030
Esta Viviers 180,000 5%
P.O. Box 2074
Greenkloof, Pretoria
South Africa 0027
Michael A. Piraino 0 0%
7 Inronwood Drive
Newport Beach, CA
Officers and Directors
as a Group 1,180,000 32.77%
15
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with organizing E-Synergies, Inc., on February 1, 2000, Agata
Gotova was issued 1,610,000 shares of restricted common stock in exchange for
services, the business plan of E-Synergies, Inc., and E-Synergies, Inc.'s web
site and domain names, pursuant to Section 4(2) of the Securities Act of 1933,
to sophisticated persons (officers and directors) having superior access to all
corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933, Ms. Gotova may be deemed to be promoters of E-
Synergies, Inc.. No other persons are known to Management that would be deemed
to be promoters.
On February 1, 2000, in exchange for web site development services rendered to
E-Synergies, Inc.'s web sites, E-Synergies, Inc. issued 100,000 shares of its
common stock under Rule 701 promulgated by the Securities and Exchange
Commission to a non-sophisticated investor with full access to all corporate
information.
On February 1, 2000, E-Synergies, Inc. issued 90,000 shares of its common stock
to Kenneth G. Eade, counsel to E-Synergies, Inc. and the husband of its
President, Agata Gotova, under Rule 701 promulgated by the Securities and
Exchange Commission in exchange for legal services rendered. Mr. Eade is a
sophisticated investor who had access to all corporate information. Although
Mr. Eade is not a promoter of E-Synergies, Inc., as defined by the Securities
Act, his wife, Agata Gotova, can be deemed to be a promoter of E-Synergies,
Inc..
On February 1, 2000, E-Synergies, Inc. issued 75,000 shares to Richard Day, and
75,000 shares to Jeffrey Volpe, in exchange for corporate consulting services
and clerical services, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated persons (officers and directors) having superior access
to all corporate and financial information.
ITEM 13. INDEX TO EXHIBITS AND REPORTS ON FORM 8-K
(a) Financial Statements (included in Part II of this Report):
Report of Independent Certified Public Accountant
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Cash Flows
Statements of Stockholder's Equity
Notes to Consolidated Financial Statements
(b) Reports on Form 8-K:
January 4, 2001
(c) Exhibits
16
[CAPTION]
Item 13. FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
e-Synergies, inc.
Santa Barbara, CA
We have audited the accompanying balance sheets of e-Syngeries, inc. A
Development StageCompany) as of December 31, 2000 and related statement of
operations, cash flows, and changes in stockholders' equity for the period
February 29, 2000 (inception), through December 31, 2000, and the year ended
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of e-Synergies, inc. at December
31, 2000, and the results of its operations and its cash flows for the period,
February 29, 2000(inception) through December 31, 2000 and the fiscal year
ended December 31, 2000, in conformity with generally accepted accounting
principles.
/s/ Rogelio G. Castro, CPA
- -------------------------
Oxnard, California
March 23, 2000
17
[CAPTION]
e-Synergies, inc.
(A Development Stage Company)
Balance Sheet
December 31, 2000
ASSETS
Current Asset:
Cash $ 90
-------
Total Current Asset 90
-------
TOTAL ASSETS $ 90
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Income tax payable $ 800
-------
Total Current Liabilities 800
-------
Stockholders' Equity
Common stock, par value of $.00001
Authorized 1 billion shares;
Issued and outstanding 3,600,000 shares 36
Paid in capital 25,915
Deficit accmulated during the
development stage (26,661)
-------
Total Stockholders' Deficit ( 710)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 90
=======
The accompanying notes are an integral part of these financial statements.
18
[CAPTION]
e-Synergies, inc.
(A Development Stage Company)
Statement of Operations
Year February 29,
Ended 2000, (inception
December through December
31, 2000 31, 2000
---------- -----------
INCOME $ -0- -0-
EXPENSES:
General & administrative expenses 25,861 25,861
--------- ---------
NET LOSS BEFORE INCOME TAX (25,861) (25,861)
Provision for income tax 800 800
--------- ---------
NET LOSS $ (26,661) $ (25,861)
========= =========
Loss per common share $ (.01) $ (.01)
========= =========
Weighted average number
of shares outstanding 2,043,690 2,043,690
========= =========
The accompanying notes are an integral part of these financial statements.
19
e-Synergies, inc.
(A Development Stage Company)
Statement of Cash flows
Year February 29,
Ended 2000, (inception
December through December
31, 2000 31, 2000
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (26,661) $ (26,661)
Adjustment to reconcile net loss to
net cash provided by operating activities:
Stocks issued for services 2,950 2,950
Accrued expenses 800 800
--------- ---------
NET CASH USED BY OPERATING ACTIVITIES (22,911) (22,911)
CASH FLOWS FROM FINANCING ACTIVITIES
Stocks issued for cash 23,001 23,001
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 23,001 23,001
--------- ---------
INCREASE IN CASH 90 90
BEGINNING CASH -0- -0-
--------- ---------
ENDING CASH $ 90 $ 90
========= =========
20
NON CASH DISCLOSURE
Stocks issued for services $ 2,950 $ 2,950
The accompanying notes are an integral part of these financial statements.
21
e-Synergies, inc.
(A Development Stage Company)
Statement of Stockholders' Equity
Number Common Paid Accumulated
of Stock in Retained
Shares at Par Capital Deficit
--------- ------- ------- -----------
Balance - February 29, 2000 -0- $ -0- $ -0- -0-
Stocks issued for services 1,951,000 20 2,930
Stocks issued for cash 1,649,000 16 22,985
Net loss for current year (26,661)
--------- -------- -------- ---------
Balance - December 31, 2000 3,600,000 $ 36 $ 25,915 $(26,661)
========= ======== ======== =========
The accompanying notes are an integral part of these financial statements.
22
[CAPTION]
e-Synergies, inc.
(A Development Stage Company)
Notes To Financial Statements
December 31, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - NATURE OF OPERATIONS
e-Synergies, inc. (formerly Russian-Caviar.Com) was incorporated
under the laws of the state of California on February 1, 2000.
The purpose for which the Corporation is organized is to engage
in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
California including, without limitation, to provide sales of caviar
on the Internet.
BASIS OF PRESENTATION
The Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures
required by SFAS 7 are that the Company's financial statements be
identified as those of a development stage company, and that the
statements of operations, stockholders' equity (deficit) and cash
flows disclose activity since the date of the Company's inception.
Planned principal operations have not yet commenced since inception.
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the accrual basis
of accounting in accordance with generally accepted accounting principles.
The Company's fiscal year end is December 31.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considered all cash
and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.
23
LOSS PER SHARE
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 "Earnings Per Share". Basic loss per share
reflects the amount of losses for the period available to each share of common
stock outstanding during the reporting period, while giving effect to all
dilutive potential common shares that were outstanding during the period, such
as stock options and convertible securities. As of August 31, 2000, the
Company had no issuable shares qualified as dilutive to be included in the
earnings per share calculations.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NON CASH TRANSACTIONS
The Company's accounting policy for shares issued in a non-cash transactions
is to issue the equivalent amount of stock equal to the fair market value of
the assets or services received.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company issued unregistered common stock to its President, in exchange for
services as President, Secretary and treasurer, and to non management
consultants and employees in exchange for their services. The issuance of
shares were recorded at fair value of the services received. This is deemed
appropriate, rather than recording the issuance of shares at the offering
price, since the Company's shares have no current market value at the time
services were rendered.
NOTE 3 - INCOME TAXES:
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"), "Accounting for
Income Taxes", which requires a change from the deferred method to the
asset and liability method of accounting for income taxes. Under the
asset and liability method, deferred income taxes are recognized for
the tax consequences of "temporary differences" by applying enacted
statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax basis of existing
assets and liabilities.
24
The Company has deferred income tax assets that have been fully
reserved as follows:
Deferred tax assets
Net operating loss carry forwards $ (26,661)
Valuation allowance for deferred tax assets (26,661)
--------
Net Deferred Tax Assets $ -0-
========
At December 31, 2000, the Company had net operating loss carryforward of
approximately $26,661 for income tax purposes. These carryforward, if not
utilized to offset taxable income will expire at the end of 2020.
[CAPTION]
Item 14. EXHIBITS, FINANCIAL STATEMENTS
(a) Report of Independent Certified Public Accountant dated
March 23, 2001
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements
(b)Reports on Form 8-K: January 4, 2001
(c)Exhibits
25
Exhibits 3.1 through 3.2 and are incorporated by reference to e-Synergies's
Form SB-2/A, declared effective on July 3, 2000.
Exhibit No. Description Location
- ----------- ----------- ---------
3.1 Articles of Incorporation Exhibit 3(a)Form SB-2
3.1a Amendment to Articles of Incorporation Exhibit 3(a)2 Form SB-2
3.1b Amendment to Articles of Incorporation Exhibit 3(a)3Form SB-2
3.1c Amendment to Articles of Incorporation Exhibit 3(a)4 Form SB-2
3.2 By-laws Exhibit 3(b)Form SB-2
10.1 Acquisition agreement Exhibit 1 to Form 8-K
filed 1/4/01
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
Dated: March 29, 2001
e-Synergies, Inc.
/s/ Marcy M. Engelbrecht
- --------------------------------------------
March M. Engelbrecht, President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- ------------------- ------ ----
/s/ Esta Vivers Chief Financial Officer, Director 3/29/01
26
[CAPTION]
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FINANCIAL DATA SCHEDULE
[ARTICLE] 5
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-END] DEC-31-2000
[CASH] 105,676
[SECURITIES] 0
[RECEIVABLES] 33,701
[ALLOWANCES] 31,768
[INVENTORY] 176,069
[CURRENT-ASSETS] 90,438
[PP&E] 10,455
[DEPRECIATION]
[TOTAL-ASSETS] 1,116,417
[CURRENT-LIABILITIES] 150,435
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 45,915
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 1,116,417
[SALES] 2,360,079
[TOTAL-REVENUES] 2,360,079
[CGS] 626,060
[TOTAL-COSTS] 2,165,732
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 19,326
[INCOME-PRETAX] 686,561
[INCOME-TAX] 0
[INCOME-CONTINUING] 686,561
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 686,561
[EPS-BASIC] .029
[EPS-DILUTED] .029
27