U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q-SB/A
[ X ] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended April 30, 2001
Transition report under Section 13 or 15(d) of the Exchange Act for the
Transition Period from ________ to ________.
Commission file number 0-14026
TRAVLANG, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 13-3174562
---------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7000 West Palmetto Park Road, Suite 501, Boca Raton, Florida 33433
------------------------------------------------------------------
(Address of Principal Executive offices)
(561) 620-9202
--------------
(Issuer's Telephone Number, Including Area Code)
iiGROUP, INC.
-------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required 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
---- ----
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes_______________ No_______________
Number of common stock outstanding as of May 31, 2001: 13,159,934
Reasons for Amendment: The audited financial statements, the notes thereto
and the MD & A has been amended to change the accounting treatment of the
Company's investment in GourmetMarket.com from the equity method to the cost
method fo accounting. In adition, the accounting treatment of the issuance of
certain shares of common stock has been changed from prepayment of future
services to subscriptions available.
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet as of April 30, 2001
Condensed Consolidated Statements of Operations for the
three-month and nine month periods ended April 30, 2001 and 2000
Condensed Consolidated Statements of Cash Flows for the nine
months ended April 30, 2001 and 2000
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
TRAVLANG, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 30, 2001
================================================================================
ASSETS
------
April 30,
2001
------------
Current assets:
Cash and cash equivalents 79,279
Accounts receivable, net 18,828
Deferred management fees 157,885
------------
Total current assets 255,992
------------
Property and equipment, net 11,367
------------
Other assets:
Notes receivable, related party 67,237
Investment in common stock 1,578,739
Deposits 3,000
Goodwill, net 551,390
------------
Total other assets 2,200,366
------------
Total assets $ 2,467,725
============
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
Current liabilities:
Accrued expenses 48,446
Other current liabilities 15,000
------------
Total current liabilities 63,446
------------
Long term liabilities:
Note payable 15,000
------------
Total liabilities 78,446
------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1.00 par value, 5,000,000 shares
authorized, -0- shares issued and outstanding --
Common stock, $0.01 par value, 50,000,000 shares
authorized, 13,134,933 shares issued and outstanding 131,349
Subscriptions receivable 408,174
Additional paid in capital 15,365,531
Accumulated deficit (12,409,017)
Unrealized loss on marketable securities 578,787
------------
Total stockholders' equity 2,100,902
------------
Total liabilities and stockholders' equity $ 2,467725
============
See accompanying notes to condensed consolidated financial statements.
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TRAVLANG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS AND THREE MONTHS ENDED APRIL 30, 2001 AND 2000
================================================================================
Nine Months Ended April 30, Three Months Ended April 30,
--------------------------------- --------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues earned $ 453,771 $ 77,218 $ 324,057 $ 77,218
Cost of goods sold 188,268 22,612 144,147 22,612
------------ ------------ ------------ ------------
Gross profit 265,503 54,606 179,910 54,606
------------ ------------ ------------ ------------
Operating expenses:
General and administrative expenses 733,481 99,848 286,731 57,282
Depreciation and amortization 249,582 43,412 83,325 32,578
Stock compensation for services 810,991 472,500 502,502 75,000
------------ ------------ ------------ ------------
Total operating expenses 1,794,054 615,760 872,558 164,860
------------ ------------ ------------ ------------
Other income (expense):
Interest expense (102,006) (1,277) (101,706) (678)
Miscellaneaous expense -- (43,646) -- (28,379)
Forgiveness of debt 97,500 -- -- --
Interest income 32,969 8,014 30,060 8,014
------------ ------------ ------------ ------------
Total other income (expense) 28,463 (36,909) (71,646) (21,043)
------------ ------------ ------------ ------------
Net loss (1,500,088) (598,063) (764,294) (131,297)
------------ ------------ ------------ ------------
Net (loss) per share, basic and diluted $ (0.13) $ (0.16) $ (0.07) $ (0.02)
============ ============ ============ ============
Weighted average shares outstanding 11,283,124 3,661,476 11,471,055 7,563,287
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
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TRAVLANG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 2001 AND 2000
(UNAUDITED)
================================================================================
Nine Months Ended April 30,
--------------------------------
2001 2000
----------- -----------
Cash flows from operating activities:
Net (loss) $(1,500,088) $ (598,063)
Adjustments to reconcile net (loss) to
net cash used by operating activities:
Depreciation and amortization 249,582 43,412
Forgiveness of debt (97,500) --
Issuance of stock for services 810,991 472,500
Changes in operating assets and liabilities, net of effects from
acquisitions:
Increase (decrease) in:
Accounts receivables 39,670 (27,103)
Prepaid expenses 6,657 (1,158)
Investments in stock 485,247 (2,269)
Notes receivable (601,748)
Deferred management fees (157,885) --
Increase (decrease) in:
Accounts payable (13,050) (3,154)
Accrued expenses 35,878 --
Deferred revenue (17,044) --
----------- -----------
Net cash used in operating activities (759,290) (115,835)
----------- -----------
Cash flows from investing activities:
Change in notes receivable (111,000) (253,333)
Asset purchase -- (250,000)
Purchases of property and equipment (3,861) (6,529)
----------- -----------
Net cash used in investing activities (114,861) (509,862)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock 673,950 1,009,175
Paid in capital -- (863)
Payment on note payable (12,500) --
Proceeds from note payable 15,000 40,000
----------- -----------
Net cash provided by financing activities 676,450 1,048,312
----------- -----------
Net increase (decrease) in cash (197,701) 422,615
Cash at beginning of year 276,980 541
----------- -----------
Cash at end of year $ 79,279 $ 423,156
=========== ===========
Supplemental disclosures:
Income taxes paid $ --
===========
Interest paid $ --
===========
Non-cash disclosures of investing and financing activities:
Forgiveness of note payable and write off of
accounts receivable from related party $ 97,500
===========
See accompanying notes to condensed consolidated financial statements.
5
TRAVLANG, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Company
Travlang, Inc. (formerly iiGroup, Inc.) is a publicly traded technology
company whose core business is in its wholly owned subsidiary, Travlang.com.
Travlang.com, a foreign language and travel website, was acquired by iiGroup,
Inc. in January 2000. Travlang.com offers foreign language and travel
information, products and services through the Internet. Travlang, Inc. also
holds equity positions in several other companies as described in Note 5 below.
The name of the Company was changed on April 23, 2001 to reflect the Company's
decision to focus on Travlang.com.
When we use the terms "Travlang", the "Company", "we" or "us" or other
similar terms, we mean Travlang, Inc., and any predecessor company, and each our
subsidiaries and affiliated companies unless otherwise specified or described
otherwise.
Significant Accounting Policies
The accounting policies followed by the Company are set forth in Note 1
to the Company's financial statements included in its Annual Report on Form
10-KSB for the fiscal year ended July 31, 2000.
NOTE 2. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions for Form 10-QSB of the
Securities and Exchange Commission and do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. The financial statements
should be read in conjunction with the audited consolidated financial statements
and accompanying notes of the Company for the year ended July 31, 2000, which
are included in its Annual Report on Form 10-KSB for the fiscal year ended July
31, 2000.
In the opinion of the Company, the accompanying condensed consolidated
financial statements reflect all adjustments necessary (consisting solely of
normal recurring adjustments) necessary to present fairly the financial position
of the Company as of April 30, 2001 and the results of its operations,
stockholders' equity and cash flows for the nine month period then ended.
The results of operations for the period ended April 30, 2001 are not
necessarily indicative of the results to be expected for the entire year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
6
NOTE 3. STOCKHOLDERS' EQUITY
In September 2000, the Company commenced a private offering to
accredited investors of the Company's common stock and warrants pursuant to Rule
506 of Regulation D of the Securities Act for up to 4,000,000 shares of our
common stock together with warrants, to provide working capital and funds for
additional acquisitions and investments. During the quarter ending April 30,
2001, the Company issued a total 200,000 shares for a total purchase price of
$100,000. To date, the Company has raised a gross of $673,950 at per share
prices ranging from $.50 to $1.72. The Company cannot assure anyone, however,
that it will be successful in raising sufficient equity to meet its business
plans.
NOTE 4. RECLASSIFICATIONS AND PRIOR YEAR ADJUSTMENT
Certain amounts in the 2000 financial statements have been reclassified
to conform to the 2001 financial presentation. In addition, the nine months
ended April 30, 2000 financial statements have been restated to reflect the
correction of an error in calculating the gain on extinguishments of certain
debts in exchange for preferred stock. The Company incorrectly included a gain
on the extinguishments of debt of $45,000. In the fourth quarter of fiscal year
ended July 31, 2000, management determined that these gains should have been
included in additional paid-in capital. The effect of this restatement was to
increase the net loss of $553,063 for the nine months ended April 30, 2000 by
$45,000 and loss per share from $0.15 to $0.16.
NOTE 5. EQUITY INVESTMENTS
At April 30, 2001, the Company had equity investments in three
companies: GourmetMarket.com, Inc., Nucell Wireless Corporation and SBN.com.
GourmetMarket.com. GourmetMarket.com formerly operated an online retail
food and wine website. In April 2001, GourmetMarket.com determined to change its
focus to interactive marketing and in May 2001 acquired Global Technology
Marketing International, Inc. d/b/a/ TargitMail, a privately held permission
based e-mail marketing company. TargitMail had year 2000 revenues of over $6
million and a unaudited net loss of approximately $16,614,000. The Company had a
letter of intent to acquire TargitMail that expired since the Company was unable
to raise the necessary financing. TargitMail is currently operating at breakeven
cash flow and expects to be cash flow positive by the end of 2001. In June 2001,
GourmetMarket.com announced it had signed a letter of intent to acquire Williams
Software, Inc. d/b/a FirstPop Technologies, a privately held interactive
marketing company.
In April 2001, the Company agreed to convert its approximately $601,000
of promissory notes and accounts receivable into 24,000,000 shares of
GourmetMarket.com common stock. As a result of the conversion of the notes, the
Company's ownership increased from approximately 2.5% to 40% of
GourmetMarket.com common stock at April 30, 2001. After the FirstPop acquistion
is complete, the Company's ownership will be less than 5%.
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Nucell Wireless Corporation. Nucell Wireless Corporation is a privately
held reseller of wireless phones and accessories. The Company owns approximately
5% of Nucell's outstanding capital stock which is valued at cost.. The Company
and its principal stockholders do not have any other relationship with Nucell.
SBN.com. SBN is a privately held provider of online directories and
yellow pages. The Company owns approximately 5% of SBN's outstanding capital
stock which is valued at cost. The Company and its principal stockholders do not
have any other relationship with SBN.
NOTE 6. SUBSCRIPTIONS RECEIVABLE
Subscriptions receivable consists of prepaid consulting fees and
prepaid legal fees. Consulting services received for stock are capitalized and
amortized over the term of the agreement, not to exceed one year, on a straight
line basis. The value of the consulting services is determined based on the
Company's stock price on the effective date of the agreement.
NOTE 7. SUBSEQUENT EVENTS
In June 2001, the Company signed a letter of intent to acquire
DollarDays International, a distributor of various products for sale to
independent retailers via extensive Internet direct marketing efforts. The
acquisition is expected to be completed later this summer. Travlang has agreed
to provide financing to DollarDays in anticipation of the acquisition.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
Forward-Looking Statements. When used in this report, press releases
and elsewhere by our management, we describe important factors, among others,
that could cause actual results to differ from those indicated in
forward-looking statements made in this document. Certain of our statements
contain some forward-looking statements made in this document. Forward-looking
statements give our current expectations or forecasts of future events. You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. They use words such as anticipate, estimate,
expect, project, intend, plan, believe, and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. In particular these include statements relating to our anticipated
operating results and our anticipated cash flow and to future actions, future
performance or results of current and anticipate sales and marketing efforts,
expenses, the outcome of contingencies, and other financial results. From time
to time, we may also provide oral or written forward-looking statements in other
materials we release to the public. Any or all of our forward-looking statements
in this document and in any other public statements we make may turn out to be
wrong. They can be affected by inaccurate assumptions we might make or by known
or unknown risks and uncertainties. Among the factors that could cause actual
results to differ materially include the ability of the Company to meet its
working capital and liquidity needs, the status of relations between the
Company, its primary customers and distributors, the availability of funding,
unanticipated changes in the U.S. and international economies, business
conditions and growth in e-commerce and the timely development and acceptance of
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new products, the impact of competitive products and pricing, and other risks
detailed from time to time in the Company's SEC reports. Certain of these
factors mentioned in the discussion below will be important in determining
future results. Consequently, no forward-looking statement can be guaranteed and
readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. Actual future results may
vary materially. We undertake no obligations to publicly update any
forward-looking statements, whether as a result of new information, future
events, or otherwise. You are advised, however, to consult any further
disclosures we make on related subjects in our future filings with the SEC.
Going Concern. The accompanying condensed consolidated financial
statements and financial information were prepared assuming that the Company
will continue as a going concern. We have negative cash flows from our
operations and an accumulated deficit that raise substantial doubt about our
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Additionally, our liquidity needs could exceed the amount of the Company's
future ability to obtain equity financing. See "Liquidity and Capital
Resources."
Overview
On January 14, 2000, the Company purchased the assets of Travlang.com,
Inc., an Internet foreign language and travel website, from GourmetMarket.com,
Inc. (OTC:BB:WINE), a publicly-traded related party. Travlang.com is a foreign
language and travel website that has existed for nearly six years. It operates
on the World Wide Web under the name Travlang.com. Travlang is a World Wide Web
presence offering foreign language and travel information, products and
services. With no advertising, Travlang has become a leading portal on the World
Wide Web, serving over 8,000,000 pages per month and hosting 2,500,000 visitors
per month, of which over 800,000 are unique. Travlang draws visitors from all
over the world and from all walks of life. Travlang has achieved these high
levels of traffic and diversity of audience due to the uniqueness of its
content. The four main language content offerings are Travlang's Foreign
Languages for Travelers in 74 languages. Travlang's Translating Dictionaries,
Travlang's Word of the Day e-mail, and Travlang's downloadable
vocabulary/dictionary files.
Travlang.com's main sources of revenue are from banner advertising and
e-mail advertising; licensing/syndication; commission based travel services;
product sales; affiliate relationships; Travlang website and e-mail services;
storefronts; databases; catalog and other e-Distribution; and online immersion
courses.
Travlang's commission based travel related services consist of airline
information, reservations and booking; hotel information, reservations and
booking; automobile rental information, reservations and booking; railway
information, reservations and booking; cruise information, reservations and
booking; Travlang Travel Concierge; country specific hotels; discount hotels;
adventure travel and specialty travel.
The Travlang store sells travel aids and foreign language translation
products. Products available in the store are: travel/health aids; discounted
luggage, software, phone calling cards, credit cards and textbooks. In addition,
the Travlang store has a comprehensive offering of foreign language products.
9
These include the following: dictionaries, keyboards, spell checkers,
encyclopedias, children's products, translations, movies and videos, localized
products, transliterations, fonts, OCR, tutorials, electronic translators,
computer operating systems, tutorials in ESL, Internet, religious studies, word
processing, phrase books and K-12 materials in over 900 foreign languages.
Page views for Travlang have increased from 4.5 million in 1996 to over
100 million (estimated) in 2001. Total visitors have increased from 2.4 million
in 1996 to a projected 32 million in 2001. One-quarter to one-third of the
visitors are unique. Total requests (hits) are projected to be over 540 million
in 2001, up from 41 million in 1996 and 350 million in 2000.
To date Travlang, Inc. has
- purchased Travlang.com,
- invested in Gourmetmarket.com, a former website for the sale of
gourmet food, wine and cookware that has recently acquired an
interactive marketing company,
- acquired an interest in SBN.com, an Internet Yellow Pages company
that caters to traditional as well as pure Internet companies, and
- acquired an interest in Nucell Wireless Corporation, a traditional
wholesale supplier of wireless telephones and accessories and
wireless access through AT&T.
The Company, through a wholly-owned subsidiary, executed a letter of
intent to acquire the assets of Nucell Wireless Corporation. The letter of
intent expired and the Company does not intend to complete the transaction.
In December 2000, the Company entered into a letter of intent to
acquire Global Marketing Technology International Inc. d/b/a TargitMail.com, a
leading permission based e-mail marketing company. The letter of intent required
the Company to raise $3,000,000 prior to the acquisition. Due to market
conditions, the Company was unable to raise that amount, and has since
terminated the letter of intent. However, the Company provided consulting and
other services to TargitMail for which it was compensated.
On March 7, 2001, the Company announced that it received approval to
change its name to Travlang, Inc. to better indicate the Company's intention to
focus its attention on its wholly owned subsidiary. On April 23, 2001 the
Company amended its Certificate of Incorporation to change its name. The ticker
symbol was changed from IIGR to TRVL.
On February 15, 2001 Neil Swartz resigned as Chairman of the Board and
as a director of the Company.
10
Results of Operations
The discussion and analysis set forth below is for the three and nine
months ended April 30, 2001 and April 30, 2000. It should be read in conjunction
with our Financial Statements and the related Notes thereto appearing elsewhere
in this quarterly report.
Net sales for the three months ended April 30, 2001 increased by
$246,839 to $324,057 from $77,218 for the three months ended April 30, 2000.
Advertising revenues for the three months ended April 30, 2001 were $24,057. Net
sales for the nine months ended April 30, 2001 increased by $376,553 to $453,771
from $77,218 for the nine months ended April 30, 2000. The increase for both the
three months and nine months ended is primarily due to $300,000 of management
fees described below.
Effective January 1, 2001, the Company entered into an agreement with
TargitMail to provide professional and management fees for the period from
January 1, 2001 through April 30, 2001 for a fee of $300,000. These services
primarily were management services provided by Travlang employees while assuming
interim executive roles at TargitMail. Payment for the services is to be in the
form of email marketing/ advertising. Unless extended, all such advertising will
be used prior to April 30, 2002. This agreement resulted in management fees of
$300,000 for the three months ended April 30,2001. As discussed in Note 5 above,
TargitMail may be deemed a related party to the Company.
Cost of goods sold for the three months ended April 30, 2001 increased
by $121,535 to $144,147 from $22,612 for the three months ended April 30, 2000.
Cost of goods sold for the nine months ended April 30, 2001 increased by
$165,656 to $188,268 from $22,612 for the nine months ended April 30, 2000. The
increase in cost of sales was primarily due to advertising for the Travlang.com
web site ($142,115).
Gross profit for the three months ended April 30, 2001 was $179,910 or
55.5% of net sales, compared to $54,606 or 70.7% of net sales for the three
months ended April 30, 2000. Gross profit for the nine months ended April 30,
2001 was $265,503 or 58.5% of net sales, compared to $54,606 or 70.7% of net
sales, for the nine months ended April 30, 2000.
Depreciation and amortization for the three months ended April 30, 2001
was $83,325 compared to $32,578 for the three months ended April 30, 2000.
Depreciation and amortization for the nine months ended April 30, 2001 was
$249,582 compared to $43,412 for the nine months ended April 30, 2000. The
increase was due to the amortization of goodwill related to the Travlang.com
acquisition for the full period in 2001.
General and administrative expenses were $286,731 for the three months
ended April 30, 2001, compared with $57,282 for the three months ended April 30,
2000. General and administrative expenses were $733,481 for the nine months
ended April 30, 2001 compared with $99,848, for the nine months ended April 30,
2000. The increase in the general and administrative expenses was primarily due
to the increase in consulting fees as the Company sought new opportunities and
increased salaries. In the three months ended April 30, 2001, the Company had a
non-cash charge of $502,502 for issuance of stock for compensation. In the nine
months ended April 30, 2001, the Company had a non cash charge of $810,991 for
issuance of stock for compensation and $97,500 gain for the nine months ended
April 30, 2001 for the extinguishments of prior indebtedness.
11
The Company's interest income for the three months ended April 30, 2001
was $30,060 and the interest expense was $101,706 as compared with $8,014 of
interest income and $678 of interest expense for the three months ended April
30, 2000. The Company's interest income for the nine months ended April 30, 2001
was $32,969 and interest expense was $102,006 as compared with $8,014 of
interest income and $1,277 of interest expense for the nine months ended April
30, 2000. The increase in interest expenses was primarily due to loans by
related parties and loans by third parties, all of which have been repaid or
converted to equity.
As a result of the foregoing, the Company's net loss for the three
months ended April 30, 2001 was $764,294 compared to a net loss of $131,297 for
the three months ended April 30, 2000. The Company's net loss for the nine
months ended April 30, 2001 was $1,500,088 compared to a net loss of $598,063
for the nine months ended April 30, 2000.
Liquidity and Capital Resources
The Company has limited expenditures in many areas, including
discretionary expenditures, in order to focus our resources in what we believe
are the most promising areas of the Company's business. However, there can be no
assurance that we will have sufficient funds to carry out these plans or to
remain in business. Although Travlang has sufficient resources to carry out its
business plan for the remainder of this fiscal year, there can be no assurance
that Travlang will be successful in meeting its long-term liquidity
requirements. The Company experienced a loss from operations in fiscal 2000 and
the first nine months of fiscal 2001. Our liquidity needs could exceed the
amount of equity or debt financing that the Company may be able to obtain.
For the nine months ended April 30, 2001, the Company used $759,290 in
operations, which was primarily funded through sales of common stock.
In February 2001, the Company entered into an agreement with 21st
Equity Partners to provide investor relations services. The Company issued
200,000 shares of restricted common stock. In addition, stockholders of the
Company transferred to 21st Equity Partners 700,000 shares of unrestricted
common stock. As of April 30, 2001, approximately $192,000 in consulting expense
has been recognized related to this transaction. The value of the stock issued
is being amortized over the life of the agreement, which is six months.
In September, 2000, the Company commenced a private offering to
accredited investors of the Company's common stock and warrants pursuant to Rule
506 of Regulation D of the Securities Act for up to 4,000,000 shares of our
common stock together with warrants to provide working capital and funds for
additional acquisitions and investments. During the quarter ending April 30,
2001, the Company issued a total 200,000 shares for a total purchase price of
$100,000. To date, the Company has raised a gross of $673,950 at per share
prices ranging from $.50 to $1.72. The Company cannot assure anyone, however,
that it will be successful in raising sufficient equity to meet its business
plans.
12
The Company may utilize cash derived from the sales of equity
securities, debt securities or bank or other borrowings or a combination thereof
as consideration in effecting future acquisitions, joint ventures or
investments. The Company expects that if market conditions permit, it will be
able to sell some of its GourmetMarket.com stock, which has a current market
value of approximately $2 million. Also, Travlang will, in all likelihood, issue
additional shares in connection with the consummation of transactions. To the
extent that such additional shares are issued, dilution of the interests of the
Company's shareholders will occur.
13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities
In September 2000, the Company commenced a private offering to
accredited investors of the Company's common stock and warrants pursuant to Rule
506 of Regulation D of the Securities Act for up to 4,000,000 shares of our
common stock together with warrants, to provide working capital and funds for
additional acquisitions and investments. Each prospective investor has been
provided with or otherwise had access to information about the Company,
including financial information. During the quarter ending April 30, 2001, the
Company issued a total 200,000 shares for a total purchase price of $100,000. To
date, the Company has raised a gross of $673,950 at per share prices ranging
from $.50 to $1.72. The Company cannot assure anyone, however, that it will be
successful in raising sufficient equity to meet its business plans.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
By written consent dated March 13, 2001 approved by the board of
directors and a majority of the outstanding shares, the Company's name was
changed from iiGroup, Inc. to Travlang, Inc.
Item 5. Other Information.
In June 2001, the Company signed a letter of intent to acquire
DollarDays International, a distributor of various products for sale to
independent retailers via extensive Internet direct marketing efforts.
DollarDays catalog of 30,000 items of general merchandise is available worldwide
at www.dollardays.com. The acquisition is expected to be completed later this
summer. Travlang is providing financing to DollarDays in anticipation of the
acquisition. Travlang has signed an engagement letter with The Camelot Group,
Inc. to raise up to $1,200,000, the majority of which will be used to finance
DollarDays. After the acquisition, the Company intends to spin-off Travlang.com
and other assets into a separate public company and distribute the shares to its
shareholders on a pro-rata basis.
Item 6. Exhibits and Reports on Form 8-K
None
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 14, 2001 Travlang, Inc.
By: /s/ Howard Brummer
---------------------------------
Howard Brummer,
President and Chief Executive Officer
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