UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number 0-25433
KWIKWEB.COM, INC.
(Name of small business issuer as specified in its charter)
NEVADA 88-03770589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
374 NORTH COAST HIGHWAY 101, SUITE F14
ENCINITAS, CALIFORNIA 92024
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (760) 436-5436
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
-------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 [ ]
Check if disclosure of delinquent filers pursuant 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 amendment to this Form 10-KSB. [ ]
The issuer's revenues for the most recent fiscal year was $0.00.
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant was approximately $4,219,490 as of
April 11, 2001. Shares of common stock held by each officer and director and by
each person or group who owns 5% or more of the outstanding common stock
amounting to 2,129,500 shares have been excluded in that such persons or groups
may be deemed to be affiliates. This determination of affiliates status is not
necessarily a conclusive determination for other purposes.
As of April 11, 2001, 4,500,000 shares of our common stock were issued
and outstanding.
Documents Incorporated by Reference: None.
Transitional Small Business Disclosure Format: No.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS OF ISSUER
GENERAL
We are an Internet holding company engaged in the business of providing
domain-name registry operations and services, operating consumer information
portals on the Internet, and providing facilities management services for
commercial real estate owners. We operate through our wholly-owned subsidiaries,
Internet Properties Development Corp. and Faciliforce, Inc., and our
majority-owned subsidiary, Basic Fusion, Inc. We also seek to develop and
incubate emerging Internet-based businesses. We currently own minority interests
in two companies: .KIDS Domains, Inc. and Minority Business Alliance, LLC, both
of which are described in more detail below.
We are a development stage company and have not yet begun
revenue-producing operations.
Our executive offices are located at 374 North Coast Highway 101, Suite
F-14, Encinitas, California 92024, and our telephone number is (760) 436-5436.
REGISTRY SOLUTIONS AND OPERATIONS
REGISTRY SOLUTIONS
We intend to provide distributed-cost registry solutions for operators
of country code top-level domain name registries and other general top-level
domain name registries.
A domain name registry maintains the master directory of all
second-level domain names in a top-level domain, or TLD. The registry functions
to allows registrars and others seeking a second-level domain name to enter new
second-level domain names into the master directory and to submit modifications,
transfers, re-registrations, and deletions for existing second-level domain
names. A registrar is one who actually registers second-level domain names in a
TLD for a customer seeking to establish a unique identity on the Internet.
Currently, there are 243 country code top-level domains, or ccTLDs, in
use on the Internet, which are in addition to the popular ".com," ".net," and
".org" general top-level domains, or gTLDs, approved by the Internet Corporation
for Assigned Names and Numbers, or ICANN. A country code is a top-level domain
created to be used by individual countries as those countries choose, such as
".ca" for Canada or ".jp" for Japan. Many ccTLD registry operators manually
manage and maintain their registry databases. We believe that many, if not most,
ccTLD registry operators need a solution to automate the management and
maintenance of their registries. Further, persons seeking to register a ccTLD
can not do so automatically through a domain-name registrar because most ccTLD
registries do not have the software and technology to interface with the
registrars or process a ccTLD application on an automated basis.
In addition, ICANN recently selected, subject to approval by the U.S.
Department of Commerce, seven new recognized TLDs: ".aero," ".biz," ".coop,"
".info," ".museum," ".name" and ".pro." ICANN is currently negotiating registry
agreements with the applicants' and prospective operators. In their applications
to ICANN, the applicants for the seven new general top-level domains were
required to designate an entity to perform registry operations services. We
believe that some of the entities designated to perform registry operations
services may not have sufficient software or technology available to adequately
maintain and manage the registry databases they operate.
-2-
In addition to registries for TLDs, there are registries for
second-level domains, or SLDs, such as "______.abc.com." Like TLD registries,
SLD registries require software and technology to operate and maintain their
registry and the registry databases.
We believe that many of these registry operators have a need for a
registry operations solution which allows them to maintain their registry
databases in an automated fashion, integrate with the network of domain name
registrars, and increase scalability as the number of registered domain names
maintained by the registry increases.
We intend to provide a proprietary software solution which will allow
registries of TLDs to automate their registry databases and increase scalability
as their business grows. We are building a system which we believe will be able
to service any registry operator and foster advancements within the marketplace.
We believe these solutions will allow TLDs to move to an automated, real-time,
standardized system to allow the operators to efficiently manage their domain
name registries. We believe our technology will be scalable, extensible,
modular, and consistent with all relevant Internet standards and protocols.
We have developed a demonstration version of the basic software
solution that we intend to provide to our registry operator clients. We believe
that our software solution will be unique among solution providers for registry
operators. The solution includes Registry Registrar Protocol and Extensible
Provisioning Protocol technologies.
We believe that our registry solution will allow our registry clients
to conduct real-time, synchronous transactions for domain name registrations. We
believe our solution is highly scalable, allowing our clients to easily increase
the number of registrants in the registry. Further, we will design our solution
to be standards based, so that it will more easily interface with other
applications. Our solution allows our clients the ability to register new domain
names, modify existing domain names, sponsor registrar transfers and delete
domain names.
We intend to offer outsourced registry services, turn-key registry
solutions, payment gateways for registries, enhanced billing systems and
multilingual domain name services. In addition, we intend to provide our
registry operator clients with customer support for our software solution.
We expect additional client benefits to include personal customer
support, system updates and enhancements, in addition to direct access to IANA
and ICANN policy assistance. We believe that our solution will help TLD registry
operators manage their ever-growing databases, expand and upgrade their systems,
and participate in the overall growth of the domain name industry. In addition,
we expect that the software will allow these registries to access approximately
150 ICANN-accredited registrars, as well as unaccredited registrars who are
seeking only to register ccTLDs.
In addition, our products allow for greater access to both accredited
and unaccredited registrars. It provides access control for registrars, making
it easier for a person to register for a domain name with a specific TLD through
the registrar. It is highly secure and has a high degree of integrity. Further,
it provides an option for encrypted transactions between registrars and the
registry. Finally, it automatically and routinely updates the DNS servers,
thereby reducing the risk of domain name conflict.
We intend to introduce our solutions to TLD registry operators,
including ccTLDs, gTLDs and SLDs. We intend to offer these solutions for a fee
based on the volume of domains registered with the client registry. We intend to
offer a sliding-scale fee arrangement for larger volumes of domain names. The
fees would be based on a "domain-name year," meaning the fee would be paid per
domain name per year. In addition, we anticipate charging a one-time fee for the
initial set-up and installation of our solution. To date, we do not have any
agreements to provide our registry operation solutions to any registries.
-3-
In order to provide our solution, we intend to establish four global
DNS servers, one in North America, Africa, Europe and Australia. Through these
DNS servers, we believe we will have the ability to access and service the
servers and host the registries for whom we provide solutions from one
geographic location.
We intend to market our solution to country code top-level domains,
general top-level domains and secondary level domains. Josh Elliot is the Chief
Executive Officer of Basic Fusion, our registry operations solutions subsidiary,
and we believe that he is uniquely qualified to promote our registry solutions.
Mr. Elliot was formerly the Internet assigned number authority, or IANA, for
ICANN in charge of coordinating all ccTLDs, and he has a unique understanding
and insight into the ccTLD market. We believe that we can establish new registry
clients through our management experience, expertise and reputation in the TLD
registry industry. We believe Mr. Elliot's extensive network of contacts in this
industry will allow us to market our product directly to ccTLDs, gTLDs and SLDs.
To date, since we have only recently finished our solution prototype,
we have not expended significant resources on marketing. We do intend to
commence marketing efforts in the second quarter of 2001. We will have a primary
focus of marketing our solution to ccTLDs, but we will also focus on gTLDs and
SLDs. In the future, we may develop a larger staff of sales and marketing
professionals to market and promote our products directly to TLD registry
operators. We may also pursue alternative distribution channels such as
independent third party sales agents and resellers who will promote and sell our
solutions in exchange for commissions.
REGISTRY FOR ".KIDS" TOP-LEVEL DOMAIN
.KIDS Domains seeks to establish a top-level domain which ensures a
child-appropriate experience for children on the Internet. .KIDS Domains seek to
be the exclusive registry of top-level domain names with the ".kids" top-level
domain. We hold approximately 17.5% of the outstanding capital stock of .KIDS
Domains, and our chairman, H. Page Howe, and our president, Matthew Hayes, hold,
in the aggregate, approximately 71% of the outstanding capital stock of .KIDS
Domains. We have entered into a letter of intent with .KIDS Domains to acquire
the remainder of the outstanding equity in .KIDS Domains.
We believe that there is a strong demand for child-appropriate
destinations on the Internet. We believe that parents desire to be able to have
a means of immediately identifying whether a particular destination on the
Internet is appropriate for children. There has been a proliferation of "filter"
type products on the market which allow parents to screen certain content on the
Internet, but there is no top-level domain restricted for child-appropriate
content in the same manner that ".gov" is restricted to governmental agencies
and ".edu" is restricted to educational institutions. We believe that many
website operators who provide child-appropriate content on the Internet seek to
have a domain name which indicates to its potential users that the content is
child-appropriate.
In 2000, .KIDS Domains submitted an application to ICANN for a grant of
the exclusive registry for a ".kids" top-level domain. ICANN rejected the
application, but reserved the right to consider the application as it seeks to
increase the number of top-level domains in the future.
In March, 2001, .KIDS Domains entered into a letter of intent with
New.net, pursuant to which .KIDS Domains would be the official registry of
".kids" top-level domain names on the New.net system. New.net intends to build a
market-driven domain name registry business by selling domain names which go
beyond the standard ".com," ".net," and ".org" authorized by ICANN. People
seeking to register a domain name with a .kids TLD would be able to register for
-4-
one on the New.net system through .KIDS Domains. End-users seeking to visit the
.kids TLD website (e.g. www.abc.kids) would be able to access that site either
through their internet service provider, or ISP (if the ISP is a New.net
strategic partner) or with a software patch available on the .KIDS domain
website and the New.net website. However, end-users who do not use an ISP which
is a strategic partner of New.net and do not download the software patch will be
unable to access the .kids TLD website. Further, a competitor of ours or New.net
or an ISP could create a system similar to New.net and create a conflicting
".kids" TLD, in which case, the end-users might be routed to a different website
than the one intended and for which .KIDS domains acts as the registry.
It is intended that applicants for ".kids" domain names will be
required to publish content that is "kid-friendly" and is in compliance with
both the Children's Online Privacy Protection Act and the .KIDS Domains
guidelines. .KIDS Domains intends to screen all requests for ".kids" domain
names for appropriateness for children and will be implementing a process to
evaluate a site's compliance with the guidelines for children appropriate
content.
If we enter into a definitive registry agreement with New.net to be the
exclusive registry for the .kids top-level domain on the New.net system, we
intend to undergo a strategic marketing campaign to increase awareness of the
.kids top-level domain and the benefits it has for both providers of
child-appropriate content as well as Internet users and their parents. In
addition, we intend to continue to pursue our TLD application with ICANN.
DOMAIN NAME REGISTRATION SERVICES
Through our registrar website, joedomains.com, we register second-level
domain names in both the general TLDs and the country-code TLDs, enabling
individuals, companies and organizations to establish a unique identity on the
Internet. We are currently generating nominal revenues from our registrar
website.
As a result of the growth of the Internet and the introduction of
competition into the domain name registration industry, we believe there is
great potential for growth in the market for domain name registrations. We also
believe that this growth will be driven by individuals' and businesses' desire
for an online identity and brand, as well as the need to promote products,
services and events.
Our customers apply to register second-level domain names directly
through our joedomains.com website. We believe that we offer a quick and
user-friendly registration process and responsive and reliable customer support.
We are not an accredited registrar with ICANN; rather, we process domain name
registrations through Tucows.com, Inc., an accredited wholesale registrar. We
also intend to introduce new products and services, enhance brand awareness,
create distribution channels, offer names in additional domains, and expand
internationally.
We believe that direct and indirect distribution channels will enable
us to reach a broad range of potential customers with products and services
targeted to their needs and to increase our exposure across the market. We
provide our products and services directly to our customers through our
www.joedomains.com website as well as through the other websites we operate.
CONSUMER INFORMATION PORTALS
We own and operate several consumer information portals on the
Internet, including GasPrices.com, RateShock.net and Incubate.net. We recently
completed the acquisition of the consumer information portal "Seniors.com." Our
consumer information portals provide consumers with a place to gather on the
Internet to obtain information and discuss issues in which those users have
interest. We provide portals where users can congregate in an environment that
caters exclusively to their interests and promotes their participation. We
intend to generate revenues from our consumer information portals from
advertising and sponsorship sales, e-commerce transactions and marketing and
research fees. We are currently generating nominal revenues from our consumer
information portals.
-5-
As the Internet has grown, users and advertisers have started seeking
more targeted content, information, expression and interaction. Just as certain
cable television channels have become more popular by aggregating content
targeted towards a specific audience, online content and community sites that
provide a demographically targeted environment have emerged. Like the major
television networks that provide programming across many demographic segments,
the major online portals typically provide a broad range of content and services
without a specific demographic focus.
Targeted online consumer information portals provide users with the
ability to access relevant content and to interact directly with other people
with similar interests. Registered users, or members, are often eligible for
additional services from a site. As a site learns more about its members as they
register and spend more time online, it can tailor its features to meet the
needs and preferences of its users and members.
Each of our web sites is intended to provide content to specific
consumer groups, including a broad array of resources, such as the following:
o information and links o on-line shopping
o forums o chat rooms
Each site will also contain resources and services tailored to the
needs and interests of that site's specific consumer group. By adopting this
approach, we believe that each site will be more useful to its targeted users
than sites that seek to attract the public at large.
We seek to have our consumer information portals be the leading portals
in their respective areas of interest. We seek to build brand awareness for our
portals in order to attract and expand our member bases and customer loyalty.
Our strategy is to enhance the recognition of our portals among our members,
other users, customers and strategic partners.
We also seek to develop and extend our relationships with strategic
partners and advertisers. In particular, we seek strategic partners and
advertisers who seek to target users with specific interests.
We also own over 1,500 domain names which are not currently in
operation.
FACILITIES SERVICES
We intend to provide outsourced, integrated facilities management
services to owners of commercial real estate. We seek to facilitate a
realization of new efficiencies within traditional operational expenses of
commercial real estate, such as water, electricity, telecommunications, repair
and maintenance. We intend to act as a prime contractor to real estate property
owners and thereafter outsource the specific services to be provided. We believe
we can establish partnerships with key service providers to pass a significant
long-term cost savings back to the property owner. We will guarantee the quality
and cost of the service provider. Thereafter, we would be the single point of
contact for the property owner.
Our primary market is the industry of real estate investment trusts, or
REITs. REITs are companies which hold multiple pieces of commercial real estate
on behalf of investors. REITs typically retain outside service providers to
manage and maintain the real estate held by the REIT. In addition, we believe
that multi-facility corporations have a need to outsource their facilities
management services.
We intend to act as prime contractor for, and thereafter outsource, all
of the following services, among others:
-6-
o janitorial services o lighting
o energy o heat and air-conditioning
o landscape o security
o water o electricity
o telecommunications
We believe we can realize efficiencies and cost savings to the
commercial real estate owners through technological solutions and service
methodologies.
In addition, we intend to provide or outsource the following services
for commercial real estate owners:
o vendor management o specialized financial reporting
o property transitions o risk management services
o national call center hotline o information technology management
COMPETITION
REGISTRY OPERATION SOLUTIONS
Our largest competitor for registry operations and registry operations
solutions is Networks Solutions, Inc., a subsidiary of Verisign, Inc. Network
Solutions is the registry for the ".com," ".net," and ".org" TLDs until 2003,
and maintains and operates its registries using its own registry solutions.
Other competitors include Melbourne IT and Tucows, Inc., both of whom provide
registry operations services for registries for TLDs recently approved by ICANN.
In addition to these corporate competitors, we are aware of certain individuals
who provide software solutions for registry operators on a flat-fee basis.
Many of our existing and potential competitors have longer operating
histories in the registry operations and solutions market, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than us. Such competitors may be able to
undertake more extensive marketing campaigns for their brands and services,
adopt more aggressive advertising pricing policies and make more attractive
offers to potential employees, distribution partners, commerce companies,
advertisers and third party content providers. There can be no assurance that
other registry solution providers will not be perceived by registry operators as
having better registry solutions than ours. In addition, many registries have
already established collaborative relationships with certain of our competitors
or potential competitors. Accordingly, there can be no assurance that we will be
able to develop and grow our client base for our registry services. There can
also be no assurance that we will be able to compete successfully against our
current or future competitors or that competition will not have a material
adverse effect on our business, results of operations and financial condition.
CONSUMER INFORMATION PORTALS
The market for members, visitors and internet advertising is new and
rapidly evolving, and competition for members, visitors and advertisers is
intense and is expected to increase significantly in the future. Barriers to
entry are relatively low. We believe that the principal competitive factors for
companies seeking to create communities on the internet are critical mass,
functionality, brand recognition, member affinity and loyalty, broad demographic
focus and open access to visitors.
-7-
We will likely face competition in the future from web directories,
search engines, software archives, content sites, commercial on-line services,
sites maintained by ISPs and other entities that look to establish communities
on the Internet by developing their own or purchasing one of our competitors. In
addition, we could face competition in the future from traditional media
companies, a number of which have recently made significant acquisitions of or
investments in Internet companies. Further, there can be no assurance that our
competitors and potential competitors will not develop communities that are
equal or superior to or that achieve greater market acceptance than ours. We
also compete for visitors with many internet content providers and internet
service providers, including web directories, search engines, shareware
archives, content sites, commercial on-line services and sites maintained by
ISPs, as well as thousands of internet sites operated by individuals and
government and educational institutions.
In addition to online competitors, we face competition from as well as
traditional forms of media such as newspapers, magazines, radio and television,
for advertisers and advertising revenue. We believe that the principal
competitive factors in attracting advertisers include the amount of traffic on
our web site, brand recognition, customer service, the demographics of our
members and viewers, or ability to offer targeted audiences and the overall
cost-effectiveness of the advertising medium offered by us. We believe that the
number of internet companies relying on web-based advertising revenue will
increase greatly in the future. Accordingly, we will likely face increased
competition, resulting in increased pricing pressures on our advertising rates
which could in turn have a material adverse effect on our business, results of
operations and financial condition.
Virtually all of our existing and potential competitors, including web
directories and search engines and large traditional media companies, have
longer operating histories in the web market, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than us. Such competitors are able to undertake more extensive
marketing campaigns for their brands and services, adopt more aggressive
advertising pricing policies and make more attractive offers to potential
employees, distribution partners, commerce companies, advertisers and third
party content providers. There can be no assurance that internet content
providers and ISPs, including web directories, search engines, shareware
archives, sites that offer professional editorial content, commercial on-line
services and sites maintained by ISPs will not be perceived by advertisers as
having more desirable web sites for placement of advertisements. Accordingly,
there can be no assurance that we will be able to develop and grow our
memberships, traffic levels and advertiser customer base. There can also be no
assurance that we will be able to compete successfully against our current or
future competitors or that competition will not have a material adverse effect
on our business, results of operations and financial condition.
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
We regard our technology as propriety and attempt to protect it by
relying on trademark, service mark, copyright and trade secret laws and
restrictions on disclosure and transferring title and other methods. We
currently have no patents or patents pending. We intend to review and analyze
whether any of our software solutions are patentable. We generally enter into
confidentiality or license agreements with our employees and consultants, and
generally control access to and distribution of our documentation and other
proprietary information. Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use our proprietary information
without authorization or to develop similar technology independently. We may
also seek to obtain trademark protection for certain of our domain names and
trade names. Effective trademark, service mark, copyright and trade secret
protection may not be available in every country in which our services are
distributed or made available through the internet, and policing unauthorized
use of our proprietary information will be difficult.
-8-
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any proprietary rights of ours or other companies within
this market. There can be no assurance that the steps taken by us will prevent
misappropriation or infringement of our proprietary information. Any such
infringement or misappropriation, should it occur, might have a material adverse
effect on our business results of operations and financial condition. In
addition, litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets or to determine the validity and
scope of the proprietary rights of others. Such litigation might result in
substantial costs and diversion of resources and management attention and could
have a material adverse effect on our business, results of operations and
financial condition. Furthermore, there can be no assurance that our business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert infringement claims against us.
EMPLOYEES
As of April 11, 2001, we, including our wholly-owned and majority-owned
subsidiaries but excluding those companies in which we hold a minority interest,
employed 5 people on a full-time basis and 3 on a part-time, consulting basis.
None of our employees are covered by an ongoing collective bargaining agreement
with us and we believe that our relationship with our employees is good.
BUSINESS DEVELOPMENT
We were incorporated in Nevada in 1989, and began our current
Internet-based business in August 2000.
Our original name was G.P. Properties, Inc., and from 1989 until August
1999, we were engaged in the business of developing residential financial
analysis software for real estate brokers. In August 1999, we completed a series
of transactions by which we discontinued all operations regarding the
development of financial analysis software and, at the same time, acquired all
of the outstanding capital shares of KwikWeb, Inc., a California corporation
controlled by Ric Kaestner and Alex Tsakiris that was engaged in the business of
developing software applications for the creation of Internet websites. Our
reorganization with KwikWeb, Inc. was completed on August 6, 1999, pursuant to
which we issued 6,000,000 shares of our common stock in exchange for all of the
outstanding capital shares of KwikWeb, Inc. Following the reorganization, in
January 2000, we changed our corporate name to KwikWeb.com, Inc., and Messrs.
Kaestner and Tsakiris became our officers and directors.
Before our reorganization with KwikWeb, Inc., on July 7, 1999, our
officers and directors agreed to cancel a total of 9,000,000 shares of common
stock that had been issued to them on November 8, 1995. On July 8, 1999, our
board of directors, per the authority granted to them by our shareholders on
August 31, 1996, authorized a two-for-one forward split of the our outstanding
common stock, resulting in a total of 3,510,000 shares of common stock issued
and outstanding prior to the reorganization with KwikWeb, Inc. All share amounts
contained in this report have been adjusted to reflect this two-for-one forward
split.
In September 1999, we sold 400,000 shares of common stock, at a price
of $1.25 per share for the gross proceeds of $500,000 to one private investor.
-9-
In August 2000, we completed a reorganization pursuant to which Kwik
Commerce, Inc., or Kwik Commerce, a corporation controlled by Messrs. Kaestner
and Tsakiris, our former officers and directors, acquired from us certain assets
relating to our website design division and assumed certain liabilities of ours
related to our website design division. In exchange therefore, (1) Kwik Commerce
issued to us 2,500,000 shares of its common stock, (2) Kwik Commerce granted us
an option to purchase an additional 1,000,000 shares of its common stock at
$0.20 per share, and (3) the 6,000,000 shares of our common stock issued to
Messrs. Kaestner and Tsakiris in connection with the August 1999 acquisition of
KwikWeb, Inc. were cancelled. Effective upon the sale of assets to Kwik
Commerce, Messrs. Kaestner and Tsakiris resigned as officers and directors of
the Company. Matthew Hayes, H. Page Howe, and Jeffrey Stevens were elected to
our Board of Directors, Matthew Hayes was elected as our president, and H. Page
Howe was elected as our chairman.
In June 2000, we formed Internet Properties Development Corp., through
which we operate our consumer information portals, and through which we hold
minority interests in other Internet-based and emerging growth businesses. As of
April 11, 2001, we owned 100% of Internet Properties Development Corp.
In August 2000, we purchased certain Internet domain names and related
assets from Site HQ, Inc., Internet Properties Development, LLC and H. Page
Howe, an individual, for an aggregate purchase price of approximately $125,000.
H. Page Howe, who is one of our directors and our chairman, is an affiliate of
Site HQ, Inc., and Matthew Hayes, who is one of our directors and our president,
is an affiliate of Internet Properties Development, LLC.
Also in August 2000, we acquired a minority interest in Minority
Business Alliance, LLC, an accredited minority prime contractor for facilities
management services. As of August 2000, we owned approximately 14% of the
outstanding equity of Minority Business Alliance. The remaining 86% of the
outstanding equity of Minority Business Alliance is held by persons who are not
our affiliates.
In September 2000, we acquired a minority interest in .KIDS Domains,
Inc., a company seeking to establish a top-level domain which ensures a
child-appropriate experience for children on the Internet. As of April 11, 2001,
we owned approximately 17.5% of the outstanding capital stock of .KIDS Domains.
H. Page Howe, our chairman, owns, both directly and indirectly, approximately
63% the outstanding capital stock of .KIDS Domains, and Matthew Hayes, our
president, indirectly owns approximately 8% of the outstanding capital stock of
.KIDS Domains.
In December 2000, we formed Faciliforce, Inc., through which we operate
our facilities management services. As of April 11, 2001, we owned 100% of the
outstanding capital stock of Faciliforce.
In January 2001, we formed Basic Fusion, Inc., through which we operate
our registry operation solutions division. As of April 11, 2001, we owned 88.8%
of the outstanding capital stock of Basic Fusion. The remaining 11.2% is held by
employees of Basic Fusion, Inc.
In January 2001, we sold 1,000 units, each unit consisting of 100
shares our common stock and a warrant to purchase an additional 20 shares of our
common stock at an exercise price of $3.00 per share, to our chairman, H. Page
Howe, for $100,000.
In March 2001, we entered into a non-binding letter of intent with
.KIDS Domains, pursuant to which .KIDS Domains would become our wholly-owned
subsidiary. The reorganization is subject to execution and delivery of
definitive agreements between us and .KIDS Domains with respect to the
transactions contemplated by the letter of intent and regulatory compliance. As
mentioned above, H. Page Howe, our chairman, owns, both directly and indirectly,
approximately 63% the outstanding capital stock of .KIDS Domains, and Matthew
Hayes, our president, indirectly owns approximately 8% of the outstanding
capital stock of .KIDS Domains.
On April 3, 2001, we acquired Seniors.com, a consumer information
portal, for $65,000. Seniors.com is an online destination for Internet users
over the age of 50, and it currently offers a host of activities, articles,
tools for living, and community forums. We believe that the Seniors.com website
is one of the most popular senior-oriented portals on the Internet.
-10-
Item 1a. CAUTIONARY STATEMENT REGARDING FUTURE RESULTS, FORWARD-LOOKING
INFORMATION AND CERTAIN IMPORTANT FACTORS
We make written and oral statements from time to time regarding our
business and prospects, such as projections of future performance, statements of
our management's plans and objectives, forecasts of market trends, and other
matters that are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Statements containing the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimates," "projects,"
"believes," "expects," "anticipates," "intends," "target," "goal," "plans,"
"objective," "should" or similar expressions identify forward-looking
statements, which may appear in documents, reports, filings with the Securities
and Exchange Commission, news releases, written or oral presentations made by
our officers or other representatives to analysts, stockholders, investors, news
organizations and others, and discussions with our management and other
representatives. For such statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
Our future results, including results related to forward-looking
statements, involve a number of risks and uncertainties. No assurance can be
given that the results reflected in any forward-looking statements will be
achieved. Any forward-looking statement made by or on our behalf speaks only as
of the date on which such statement is made. Our forward-looking statements are
based upon assumptions that are sometimes based upon estimates, data,
communications and other information from suppliers, government agencies and
other sources that may be subject to revision. We do not undertake any
obligation to update or keep current either (i) any forward-looking statement to
reflect events or circumstances arising after the date of such statement, or
(ii) the important factors that could cause our future results to differ
materially from historical results or trends, results anticipated or planned by
us, or which are reflected from time to time in any forward-looking statement
which may be made by us or on our behalf.
In addition to other matters identified or described by us from time to
time in filings with the SEC, there are several important factors that could
cause our future results to differ materially from historical results or trends,
results anticipated or planned by us, or results that are reflected from time to
time in any forward-looking statement that may be made by us or on our behalf.
Some of these important factors, but not necessarily all important factors,
include the following:
WE HAVE A LIMITED OPERATING HISTORY. We were incorporated in July 1989,
but we did not commence operations under our new business model until August
2000. We remain in the developmental stage and, accordingly, we have a limited
operating history on which to base an evaluation of our business and prospects.
You must consider our prospects in light of the risks and uncertainties
encountered by companies in the early stages of development, particularly
companies in new and rapidly evolving markets such as the Internet marketplace.
Our success will depend on many factors, including, but not limited to, the
following:
o the growth of the Internet
o our ability to implement our growth strategy, especially our sales and
marketing efforts
o our ability to attract a significant number of customers
-11-
o the introduction of new technologies and Internet services by us and
our competitors
o price competition
o market acceptance of our software and pricing structure
o our ability to attract, retain and motivate qualified personnel
o general economic conditions
We may not successfully implement our growth strategies or successfully
address these risks and uncertainties. If we fail to do so, it could materially
harm our business and impair the price of our common stock. Even if we
accomplish these objectives, we may not generate positive cash flow or profits
in the future. Moreover, variations in these factors may cause our quarterly
operating results to fluctuate significantly in the future. As a result, our
operating results in one or more future quarters may fail to meet the
expectations of investors. Failure to meet these expectations could impair the
price of our common stock.
WE HAVE GENERATED NET LOSSES SINCE INCEPTION WHICH MAY CONTINUE FOR THE
FORESEEABLE FUTURE AS WE TRY TO GROW OUR BUSINESS. As of the date of this annual
report, we have not generated any revenues. As of December 31, 2000, we had an
accumulated deficit of $974,433. We expect to continue incurring operating
losses until we are able to derive meaningful revenues from our various
operations. If we do not generate sufficient revenues or become profitable
within a time frame expected by investors, the market price of our common stock
will likely decline. Even if we do achieve profitability, we may not be able to
sustain or increase profitability in the future. As a new company, we are
subject to all of the risks, expenses, and uncertainties frequently encountered
by companies in the new and rapidly evolving markets for Internet-related
products and services. Any unanticipated expenses, problems, or technical
difficulties may result in material delays in the completion of our registry
operations solutions, web sites, and in offering our services to the market.
We were founded in 1989, but we began our current Internet-based
business in August 2000. Our activities to date have consisted primarily of the
formation of our operating subsidiaries, the acquisition of minority interests
in companies which we are helping to develop, the acquisition of certain
consumer information portals or domain names, and the commencement of
development of the our basic registry operation solution.
WE NEED ADDITIONAL CAPITAL TO OPERATE OUR BUSINESS. We need to raise
additional capital lest we cease operations due to lack of capital. We have
limited sources of financing and if we are unable to obtain additional capital
we may not be able to pursue our growth strategy, which could depress our stock
price and ultimately cause us to cease our operations. We had a working capital
deficit of $259,694 as of December 31, 2000. We believe that we will require
significant additional capital in order to fund the development and launch of
our registry operations solutions and consumer information portal divisions. We
anticipate that we will need approximately $500,000 in additional working
capital in order to carry out our business plan for the next 12 months. If we
are unable to obtain additional financing in sufficient amounts or on acceptable
terms, our operating results and prospects could be adversely affected. We
intend to seek private equity financing in the second quarter of 2001.
OUR INDEPENDENT AUDITORS' REPORT RAISES SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN. Our independent auditors have prepared
their report on our 2000 financial statements assuming that we will continue as
a going concern. Their report has an explanatory paragraph which states that we
cannot successfully implement our 2001 operating plan without raising additional
capital, which raises substantial doubt about our ability to continue as a going
concern without a significant debt or equity financing in the immediate future.
-12-
OUR OFFICERS AND DIRECTORS HAVE SIGNIFICANT POTENTIAL CONFLICTS OF
INTEREST WHICH COULD IMPACT OUR BUSINESS. We have entered into several
transactions with H. Page Howe, our chairman, and Matthew Hayes, our president
and a director. In 2000, Messrs. Howe and Hayes sold to us various
Internet-based assets for which we paid approximately $130,000. In addition,
Messrs. Howe and Hayes collectively hold a majority interest in .KIDS Domains,
in which we have a minority interest. We have entered into a letter of intent to
acquire the remaining equity interest in .KIDS Domains, including the interests
held by Messrs. Howe and Hayes. While the board of directors have unanimously
approved these transactions, only one director, Mr. Stevens, does not have an
economic interest in these transactions. Our directors believe that these
transactions are fair and reasonable to us, and they believe that they have
acted consistently with their fiduciary duties to us. However, we have not
obtained independent consultation from third-party appraisers or analysts to
verify whether the consideration which we have received or expect to receive
from these transactions are fair and reasonable to us, nor have we sought
stockholder approval of these transactions.
OUR BUSINESS DEPENDS ON THE FUTURE GROWTH OF THE INTERNET AND ADOPTION
AND CONTINUED USE OF IP networks. Our future success substantially depends on
the continued growth in the use of the Internet and IP networks. If the use of
and interest in the Internet and IP networks does not continue to grow, our
business would be harmed. To date, many businesses and consumers have been
deterred from utilizing the Internet and IP networks for a number of reasons,
including, but not limited to the following:
. potentially inadequate development of network infrastructure;
. security concerns, particularly for online payments, including the
potential for merchant or user impersonation and fraud or theft of
stored data and information communicated over IP networks;
. privacy concerns, including the potential for third parties obtaining
personally identifiable information about users to disclose or sell
data without notice to or the consent of such users;
. other security concerns such as attacks on popular websites by
"hackers;"
. inconsistent quality of service;
. lack of availability of cost-effective, high-speed systems and service;
. limited number of local access points for corporate users;
. inability to integrate business applications on IP networks;
. the need to operate with multiple and frequently incompatible products;
. government regulation; and
. a lack of tools to simplify access to and use of IP networks.
The widespread acceptance of the Internet and IP networks will require a broad
acceptance of new methods of conducting business and exchanging information.
Organizations that already have invested substantial resources in other methods
of conducting business may be reluctant to adopt new methods. Also, individuals
with established patterns of purchasing goods and services and effecting
payments may be reluctant to change.
OUR NEAR-TERM SUCCESS DEPENDS, IN PART, ON THE GROWTH OF THE TOP-LEVEL
DOMAIN REGISTRY AND REGISTRAR BUSINESS. We believe that our registry operations
solutions and services will account for a significant portion of our revenue in
at least the near term. Our future success will depend largely on the following:
. continued new domain name registrations on the Internet;
. re-registration rates of current holders of second-level domain names;
. the successful development, introduction and market acceptance of our
registry operations solutions that address the demands of registry
operators;
. our ability to provide robust domain name registration systems; and
. our ability to provide a superior customer service infrastructure for
our registry operation solutions and services.
SYSTEM INTERRUPTIONS AND SECURITY BREACHES COULD HARM OUR BUSINESS. In
order to implement our plan of operation, we will depend on the uninterrupted
operation of our various DNS servers and our other computer and communications
systems. We must protect these systems from loss, damage or interruption caused
by fire, earthquake, power loss, telecommunications failure or other events
beyond our control. We intend to locate our DNS servers in Virginia, Great
Britain, Australia and Africa. Any damage or failure that causes interruptions
in any of these facilities or our other computer and communications systems
could materially harm our business. In addition, our ability to register domain
names depends on the efficient operation of the Internet connections from
customers to our data centers and our various registration systems as well as
from customers to our registrar and from our registrar to the Tucows, Inc.
wholesale registrar to the shared registration system.
These connections depend upon efficient operation of web browsers,
Internet service providers and Internet backbone service providers, all of which
have had periodic operational problems or experienced outages in the past. Any
of these problems or outages could decrease customer satisfaction.
A failure in the operation of the various registration systems, our DNS
servers, or other events could result in deletion of one or more domain names
from the Internet for a period of time. A failure in the operation or update of
the master database that we maintain or that are maintained by registries using
our registry solution could result in deletion of one or more top-level domains
from the Internet and the discontinuation of second-level domain names in those
top-level domains for a period of time. The inability of our registry operation
solutions to meet the demands of the increasing number of domain name
registration requests and corresponding customer e-mails and telephone calls,
including speculative, otherwise abusive and repetitive e-mail domain name
registration and modification requests, could result in substantial degradation
in our customer support service and the ability of our client registries to
operate.
We retain certain confidential customer information in our secure data
centers and various registration systems. It is critical to our business
strategy that our facilities and infrastructure remain secure and are perceived
by the marketplace to be secure. Our domain name registry operations solutions
also depend on our ability to maintain our computer and telecommunications
equipment in effective working order and to reasonably protect our systems and
those of our clients against interruption and potentially on such maintenance
and protection by other registrars in the shared registration system. Our DNS
servers will be critical hardware to our registry operations solutions.
Therefore, we may have to expend significant time and money to maintain or
increase the security of our facilities and infrastructure.
OUR INVESTMENTS IN OTHER COMPANIES MAY NOT YIELD ANY RETURNS. We have
equity and debt investments in a number of companies. In most instances, these
investments are in the form of equity and debt securities of private companies
for which there is no public market. These companies are typically in the early
stage of development and may be expected to incur substantial losses. Therefore,
these companies may never become publicly traded companies. Even if they do, an
active trading market for their securities may never develop and we may never
realize any return on these investments. If these companies are not successful,
we could incur charges related to write-downs or write-offs of these types of
assets. Losses or charges resulting from these investments could harm our
operating results.
WE RELY ON THIRD PARTIES WHO MAINTAIN AND CONTROL ROOT ZONE SERVERS AND
ROUTE INTERNET COMMUNICATIONS. We do not administer or operate any of the 13
root zone servers. They are administered and operated by independent operators
on a volunteer basis and by Verisign. Because of the importance to the
functioning of the Internet of these root zone servers, our registry operations
and solutions business could be harmed if these operators fail to maintain such
servers properly or abandon such servers.
Further, our registry operations solutions business could be harmed if
any of these operators fail to include or provide accessibility to the data that
it maintains in the root zone servers that it controls. In the event and to the
extent that ICANN is authorized to set policy with regard to an authoritative
root server system, it is required to ensure that the authoritative root will
point to the top-level domain zone servers designated by it. If ICANN does not
do this, our business could be harmed.
Our registry operations solutions businesses also could be harmed if a
significant number of Internet service providers decided not to route Internet
communications to or from domain names registered by our registry customers or
if a significant number of Internet service providers decided to provide routing
to a set of domain name servers that did not point to domain name zone servers
which serve the TLDs for our registry customers. Furthermore, our .KIDS Domains
investment could be materially harmed if a significant number of Internet
service providers decided to provide routing to a set of domain name services
that specifically pointed to domain name servers which service a ".kids" TLD
registry other than that of .KIDS Domains, Inc.
OUR SERVICES COULD HAVE UNKNOWN DEFECTS. Services as complex as those
we are developing frequently contain undetected defects or errors. Despite
testing, defects or errors may occur in our new services, which could result in
loss of or delay in revenues, failure to achieve market acceptance, diversion of
development resources, injury to our reputation, tort or warranty claims,
increased insurance costs or increased service and warranty costs, any of which
could harm our business. Furthermore, we intend to provide implementation,
customization, consulting and other technical services in connection with the
implementation and maintenance of our services, which typically involves working
with sophisticated software, computing and communications systems. Our failure
to meet customer expectations in a timely manner could also result in loss of or
delay in revenues, loss of market share, failure to achieve market acceptance,
injury to our reputation and increased costs.
OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO CERTAIN RISKS. We intend to
generate a significant portion of our revenues from international sales and
marketing activities, particularly with respect to providing registry operation
solutions to country-code TLDs. Expansion into these markets may require
significant management attention and resources. We may also need to tailor our
registry operations solutions for a particular market and to enter into
international distribution and operating relationships. We have very little
experience in localizing our services and in developing international
distribution or operating relationships. We may not succeed in providing our
services to international markets. Failure to do so could harm our business. In
addition, there are risks inherent in doing business on an international basis,
including the following:
. competition with foreign companies or other domestic companies entering
the foreign markets which we seek to enter;
. regulatory requirements;
. legal uncertainty regarding liability and compliance with foreign laws;
. tariffs and other trade barriers and restrictions;
. difficulties in staffing and managing foreign operations;
. longer sales and payment cycles;
. problems in collecting accounts receivable;
. currency fluctuations;
. difficulty of authenticating customer information;
. political instability;
. failure of foreign laws to protect our U.S. proprietary rights
adequately;
. more stringent privacy policies in foreign countries;
. seasonal reductions in business activity; and
. potentially adverse tax consequences.
Any international revenues we generated may be denominated in foreign
currencies, which would increase our risks relating to foreign currency exchange
rate fluctuations.
OUR REGISTRY OPERATIONS SOLUTIONS BUSINESS MODEL IS NEW AND HAS NOT
BEEN PROVEN BY US OR ANYONE ELSE AND IF OUR BUSINESS FAILS TO GAIN COMMERCIAL
ACCEPTANCE WE WILL BE UNABLE TO GENERATE SUFFICIENT REVENUES TO ACHIEVE
PROFITABILITY. We have not commenced our registry operations solutions business,
to our knowledge, no other business, other than Verisign/Network Solutions has
engaged in operations primarily devoted to registry operations and solutions.
Although we believe that the uniqueness of our registry operations and solutions
business model offers advantages, it is untried and unproven so we have no
assurances of consumer acceptance or market success. While Verisign/Network
Solutions engages primarily in the business of registry operations and
solutions, we do not have the contractual arrangement with ICANN that Verisign
does, and thus their success may not be an indicator of our potential success.
In addition, while there are certain other businesses which engage in the
business of registry operations and solutions, it is not their primary business,
and their success also may not be an indicator of our potential success.
OUR PROPOSED .KIDS REGISTRY ON THE NEW.NET SYSTEM MAY NOT BE EXCLUSIVE
AND MAY BE EASILY REPLICATED. In March, 2001, .KIDS Domains entered into a
letter of intent with New.net, pursuant to which .KIDS Domains would be the
official registry of ".kids" top-level domain names on the New.net system.
New.net intends to build a market-driven domain name registry business by
selling domain names which go beyond the standard ".com," ".net," and ".org"
authorized by ICANN. People seeking to register a domain name with a .kids TLD
would be able to register for one on the New.net system through .KIDS Domains.
End-users seeking to visit the .kids TLD website (e.g. www.abc.kids) would be
able to access that site either through their ISP (if the ISP is a New.net
strategic partner) or with a software patch available on the .KIDS domain
website and the New.net website. However, end-users who do not use an ISP which
is a strategic partner of New.net and do not download the software patch will be
unable to access the .kids TLD website. Further, a competitor of ours or New.net
or an ISP could create a system similar to New.net and create a conflicting
".kids" TLD, in which case, the end-users might be routed to a different website
than the one intended and for which .KIDS domains acts as the registry.
Therefore, a .kids second-level domain name on the New.net system may not be
commercially acceptable, since the holder of the name has no assurance that
someone entering the second-level domain name as a URL on the Internet would be
able to access the holder's website. For example, a person seeking to visit
"www.abc.kids" may not be able to access the site, or may be directed to a site
other than that of the holder of the New.net/.KIDS Domain second-level domain
name "www.abc.kids."
WE FACE CHALLENGES MANAGING OUR GROWTH. We are seeking to expand our
operations. We also plan to significantly expand our sales and marketing and
research and development activities, hire a significant number of additional
employees, expand our internal management, technical, information, accounting
-13-
and billing systems. In addition, we plan to expand the infrastructure of our
registry operations and solutions division by investing in additional hardware
consisting primarily of additional servers. This rapid expansion may place
increasing strains on our ability to manage our growth, including our ability to
monitor operations, bill customers, control costs and maintain effective quality
controls. In order to successfully manage our growth we must identify, attract,
motivate, train and retain highly skilled managerial, financial, engineering,
business development, sales and marketing and other personnel. Competition for
this type of personnel is intense. If we fail to manage our growth effectively,
it could materially harm our business and impair the price of our common stock.
FUTURE ACQUISITIONS OF COMPANIES OR TECHNOLOGIES MAY RESULT IN
DISRUPTION TO OUR BUSINESS AND DIVERSION OF MANAGEMENT ATTENTION WHICH COULD
IMPAIR OUR RELATIONSHIPS WITH EMPLOYEES, CUSTOMERS AND STRATEGIC PARTNERS AND
NEGATIVELY AFFECT OUR OPERATING RESULTS IN FUTURE YEARS. As part of our growth
strategy, we may acquire other businesses, products and technologies and enter
into joint ventures and strategic relationships with other companies. Any of
these transactions would expose us to additional risks. In particular, risks
associated with the acquisition of high-technology companies include the
following:
o the difficulty of assimilating and integrating the operations and
personnel of the combined companies,
o the potential disruption of our ongoing business,
o our inability to retain key technical, managerial and sales personnel,
o the potential additional expenses associated with amortization of
acquired intangible assets, integration costs and unanticipated
liabilities or contingencies and
o the diversion of management's attention during the acquisition and
integration process.
For each acquisition, we will be required to assimilate the operations,
products and personnel of the acquired business and train, retain, and motivate
its key personnel. We may be unable to maintain uniform standards, controls,
procedures, and policies if we fail in these efforts. Similarly, acquisitions
may subject us to liabilities and risks that are not known or identifiable at
the time of the acquisition or may cause disruptions in our operations and
divert management's attention from day-to-day operations, which could impair our
relationships with our current employees, customers, and strategic partners. We
may have to incur debt or issue equity securities to pay for any future
acquisitions. The issuance of equity securities could be substantially dilutive
to our stockholders. In addition, our profitability may suffer because of
acquisition related costs or amortization costs for acquired goodwill and other
intangible assets. Other than our acquisition of the outstanding capital stock
of .KIDS Domains, Inc, regarding which we have entered into a letter of intent,
we do not currently have agreements or understandings to acquire any other
companies.
BECAUSE WE HAVE FEW PROPRIETARY RIGHTS, OTHERS CAN PROVIDE PRODUCTS AND
SERVICES SUBSTANTIALLY EQUIVALENT TO OURS. WE HOLD NO PATENTS. While we intend
to review and analyze whether any of our software solutions are patentable,
there can be no assurance that we will ever obtain patent protection for our
software solutions or any of our products. We believe that most of the
technology used by us in the design and implementation of our consumer
information portals is generally known and available to others. Consequently,
others can design and implement consumer information portals substantially
equivalent to ours. We rely on a combination of confidentiality agreements and
trade secret law to protect our confidential information. In addition, we
restrict access to confidential information on a "need to know" basis. However,
there can be no assurance that we will be able to maintain the confidentiality
of our proprietary information. If any of our proprietary rights are violated,
or if a third party claims that we violate their proprietary rights, we may be
required to engage in litigation. Proprietary rights litigation tends to be
costly and time consuming. Bringing or defending claims related to our
proprietary rights may require us to redirect our human and monetary resources
to address those claims.
-14-
WE MAY BE SUBJECT TO CLAIMS AS A RESULT OF INFORMATION PUBLISHED ON,
POSTED ON OR ACCESSIBLE FROM OUR CONSUMER INFORMATION PORTALS. We may be subject
to claims of defamation, negligence, copyright or trademark infringement
(including contributory infringement) or other claims relating to the
information contained on our consumer information portals, whether written by us
or third parties. These types of claims have been brought against on-line
services in the past and can be costly to defend regardless of the merit of the
lawsuit. Although recent federal legislation protects on-line services from some
claims when the material is written by third parties, this protection is
limited. Furthermore, the law in this area remains in flux and varies from state
to state. While no claims have been made against us to date, our business could
be seriously harmed if one were asserted.
ITEM 2. PROPERTIES
Our executive offices are located in Encinitas, California and consist
of approximately 650 square feet of office space. We lease this space pursuant
to a one-year lease expiring on February 15, 2002, at the rate of $1,305 per
month. We believe there is an adequate supply of suitable office space available
for lease on terms acceptable to us.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any material litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
-15-
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock has traded on the OTC Bulletin Board under the symbol
"KWEB" since January 11, 2000. Prior to that date, our common stock traded on
the OTC Bulletin Board under the symbol "GPPY." The following table shows the
high and low bid prices for our common stock since the beginning of our
transition period for our 1999 Transition Report on Form 10-KSB. We consider our
stock to be "thinly traded" and any reported sale prices may not be a true
market-based valuation of our stock. Some of the bid quotations from the OTC
Bulletin Board set forth below may reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
Quarter Ended High Bid Low Bid
------------------------------------------------------------------------------
September 30, 1999 $ 2.00 $ 1.00
December 31, 1999 1.9375 1.25
Quarter Ended
------------------------------------------------------------------------------
March 31, 2000 $ 2.00 $ 1.125
June 30, 2000 1.50 0.375
September 30, 2000 0.4688 0.25
December 31, 2000 3.625 0.1875
As of December 31, 2000, we had approximately 13 record holders and
approximately 100 beneficial holders of our common stock.
We have not paid any cash dividends since our inception and do not
contemplate paying dividends in the foreseeable future. We anticipate that
earnings, if any, will be retained for the operation of our business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
GENERAL
We are an Internet holding company engaged in the business of providing
domain-name registry operations and services, operating consumer information
portals on the Internet, and providing facilities management services for
commercial real estate owners. We operate through our wholly-owned subsidiaries,
Internet Properties Development Corp. and Faciliforce, Inc., and our
majority-owned subsidiary, Basic Fusion, Inc. We also seek to develop and
incubate emerging Internet-based businesses. We currently own minority interests
in two companies: .KIDS Domains, Inc. and Minority Business Alliance, LLC, both
of which are described in more detail below.
We are a development stage company and have only recently begun
revenue-producing operations. From inception to 1999, we were engaged in the
business of developing residential financial analysis software. From August 1999
to August 2000, we were engaged in the business of developing software
applications for the creation of Internet websites. As of August 2000, we had
divested our financial software and Internet website software operations.
-16-
We began implementing our current business in August 2000. To date, our
activities have consisted of developing our basic registry operation solution,
acquiring our consumer information portals and other Internet domain-names,
developing the business model for our facilities management services division,
acquiring minority equity interests in certain emerging-growth businesses,
including .KIDS Domains, and hiring certain key personnel.
We have also entered into a letter of intent to purchase the remaining
outstanding interest in .KIDS Domains. To date, .KIDS Domains has submitted an
application to ICANN be the operator and registry of a ".kids" TLD. ICANN did
not grant this application; however, it reserved the right to reconsider the
application in the future. In addition, .KIDS Domains has entered into a letter
of intent with New.net to be the exclusive registry within the New.Net system
for ".kids" second-level domain names on the New.net system.
We intend to generate revenue through the following:
o sales of our registry operations solutions, services, gateways systems
and upgrades;
o sales of second and third-level domain names through joedomains.com;
o advertising income from third party advertisers at our consumer
information portals;
o sponsorship sales from third party sponsors at our consumer information
portals;
o commissions earned on the sale of products through our consumer
information portals;
o service fees derived from outsourcing commercial real estate facilities
management services; and
o commissions earned on the sale of products through our consumer
information portals;
In the event we consummate the acquisition of .KIDS Domains, and in the
further event .KIDS Domains enters into a definitive agreement with New.net, we
also intend to generate revenue through the sale of second-level domain names
within the ".kids" TLD.
We have not generated any meaningful revenue as of the date of this
report. In 2000, we incurred net losses of $539,393, and in 1999, we incurred
net losses of $335,378. We expect to continue to incur net losses in the
immediate future.
PLAN OF OPERATION
In the next 12 months, we intend to commence marketing and sales of our
registry operation solutions, including a proprietary software solution which
will allow registries of TLDs to automate their registry databases and increase
scalability as their business grows. We have completed a demonstration version
of our basic solution, and we believe that the solution is ready for use on a
commercial basis.
We also intend to offer outsourced registry services, turn-key registry
solutions, payment gateways for registries, enhanced billing systems and
multilingual domain name services. In addition, we intend to provide our
-17-
registry operator clients with customer support for our software solution. In
order to provide our solution, we intend to establish four global DNS servers,
one in North America, Africa, Europe and Australia. Through these DNS servers,
we believe we will have the ability to access and service the servers and host
the registries for whom we provide solutions from one geographic location. We
also intend to hire up to 5 additional employees in our registry solutions
division for additional development and testing of our software solutions, for
customer support and for marketing.
We also intend to enter into a definitive agreement with New.net to be
the exclusive registry within the New.net system for the ".kids" top-level
domain. If we enter into that agreement, we intend to commence marketing efforts
for sale of second-level domain names within the ".kids" TLD. We may hire
additional marketing personnel in order to further our marketing efforts for the
".kids" TLD.
Within our Consumer Information Portals division, we intend to continue
to upgrade our content available on the information portals. We also intend to
offer advertising space on the portals and offer sponsorships for the portals.
In addition, we will continue to offer products on an e-commerce, resale basis
on our portals. Sales made through such portals would generate a e-commerce fee
for us.
Within our Facilities Management Services division, we intend to begin
marketing our facilities management services to seek to enter into service
agreements with commercial real estate owners.
CAPITAL REQUIREMENTS
Since 1999, we have financed our activities through the sale of our
securities. As of December 31, 2000, we had a working capital deficit of
$259,694.
We believe that we will require significant additional capital in order
to fund the development and launch of our registry operations solutions and
consumer information portal divisions. We anticipate that we will need
approximately $500,000 in additional working capital in order to sustain
operations for the next 12 months. If we are unable to obtain additional
financing in sufficient amounts or on acceptable terms, we may not be able to
continue as a going concern. We intend to seek private equity financing in the
second quarter of 2001.
However, our expectations regarding our capital requirements are
based on certain assumptions concerning the costs involved in further developing
our software solutions, marketing, retention of key personnel, and time and
expense involved in commencing revenue producing operations. These assumptions
concern future events and circumstances which our officers believe to be
significant to our operations and upon which our working capital requirements
will depend. Some assumptions will invariably not materialize and some
unanticipated events and circumstances occurring subsequent to the date of this
prospectus may affect other assumptions. As a result, our actual working capital
requirements may vary from our presently anticipated working capital
requirements, and the variations may be material. In the event that we require
additional working capital, there can be no assurance that we will be able to
obtain sufficient additional capital in order to fund our working capital
requirements in a timely manner.
-18-
ITEM 7. FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants..........................F-1
Balance Sheet as of December 31, 2000.......................................F-2
Statements of Operations for the years ended December 31, 2000 and 1999.....F-3
Statements of Stockholders' Equity (Deficit) for the years ended
December 31, 2000 and 1999................................................F-4
Statements of Cash Flows for the years ended December 31, 2000 and 1999.....F-5
Notes to Financial Statements...............................................F-6
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
The Board of Directors and Stockholders
KwikWeb.com, Inc.
We have audited the accompanying consolidated balance sheet of KwikWeb.com, Inc.
and Subsidiaries (a development stage company) (the "Company") as of December
31, 2000, the related consolidated statements of operations and cash flows for
each of the years in the two-year period ended December 31, 2000 and for the
period from inception (October 9, 1997) to December 31, 2000 and the
consolidated statements of stockholders' equity (deficit) for the period from
inception to December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, on a test
basis, examination of 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 consolidated financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of KwikWeb.com, Inc.
and Subsidiaries as of December 31, 2000, and the results of their operations
and cash flows for each of the years in the two year period ended December 31,
2000 and the period from inception (October 9, 1997) to December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 to the
consolidated financial statements, the Company cannot successfully implement its
2001 operating plan without raising additional capital. This condition raises
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also described in Note 8. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ CACCIAMATTA ACCOUNTANCY CORPORATION
Irvine, California
April 5, 2001
F-1
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
DECEMBER 31,
2000
------------
ASSETS
Current assets
Cash and equivalents $ 19,813
Loan to affiliate 12,500
------------
TOTAL CURRENT ASSETS 32,313
COMPUTER EQUIPMENT, LESS ACCUMULATED DEPRECIATION OF $1,361 5,639
INVESTMENTS IN AFFILIATES 13,750
INTERNET DOMAIN NAMES AND WEB SITES 131,274
------------
$ 182,976
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 14,007
Due to related parties 278,000
------------
TOTAL CURRENT LIABILITIES 292,007
------------
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 25,000,000 shares authorized,
4,400,000 shares issued and outstanding 4,400
Additional paid-in capital 861,002
Deficit accumulated during the development stage (974,433)
------------
TOTAL STOCKHOLDERS' DEFICIT (109,031)
------------
$ 182,976
============
The accompanying notes are an integral part of these financial statements.
F-2
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative from
Year ended December 31, Inception
---------------------------(October 9, 1997) to
2000 1999 December 31, 2000
------------ ------------ ------------
Costs and expenses
Research and development $ 103,425 $ 73,562 $ 266,051
General and administrative 498,572 251,816 760,986
Interest 165 10,000 10,165
------------ ------------ ------------
602,162 335,378 1,037,202
Gain on transfer of assets to Kwik Commerce 62,769 - 62,769
------------ ------------ ------------
Net loss $ (539,393) $ (335,378) $ (974,433)
============ ============ ============
Basic and diluted net loss per share $ (0.07) $ (0.04)
============ ============
Basic and diluted weighted average number
of common shares outstanding 7,645,616 9,030,328
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
FROM INCEPTION (OCTOBER 9, 1997) TO DECEMBER 31, 2000
Common Stock Deficit
----------------------------------- Accumulated Total
Amount Additional Common Stock during the Stockholders'
Number ----------------------- Paid-in Subscriptions Development Equity
of Shares Per Share Total Capital Receivable Stage (Deficit)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Initial Capitalization 3,480,000 $ 0.001 $ 3,480 $ - $ - $ - $ 3,480
Issuance of common stock for cash
and subscriptions receivable 2,520,000 0.048 2,520 117,479 (99,000) - 20,999
Contributed capital - salary - - 22,956 - - 22,956
Net loss - - - - (22,356) (22,356)
----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 1998 6,000,000 6,000 140,435 (99,000) (22,356) 25,079
Payment of subscriptions receivable - - - 99,000 - 99,000
Contributed capital - salary - - 62,247 - - 62,247
Net loss - - - - (179,583) (179,583)
----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 1999 6,000,000 6,000 202,682 - (201,939) 6,743
Common stock issued in reorganization 3,510,000 3,510 (3,510) - - -
Common stock issued for cash 400,000 1.250 400 499,600 - - 500,000
Net loss - - - - (233,101) (233,101)
----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 1999 9,910,000 9,910 698,772 - (435,040) 273,642
Cancellation of shares (6,000,000) (6,000) 6,000 - - -
Issuance of common stock for services 490,000 490 156,230 - - 156,720
Net loss - - - - (539,393) (539,393)
----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 2000 4,400,000 $ 4,400 $ 861,002 $ - $ (974,433) $ (109,031)
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative from
Year ended December 31, inception
---------------------- (October 9, 1997) to
2000 1999 December 31, 2000
---------- ---------- ----------
Cash flows from operating activities
Net loss $(539,393) $(335,378) $(974,433)
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation 1,361 5,227 7,829
Issuance of common shares for services 156,720 - 156,720
Gain of transfer of assets to Kwik Commerce (62,769) - (62,769)
Contributed capital - salary - 26,650 85,203
Decrease (increase) in prepaid expenses 6,664 (10,271) (4,408)
Increase (decrease) in accounts payable 7,018 (1,350) 14,815
Increase (decrease) in accrued liabilities (17,888) (5,492) 1,620
---------- ---------- ----------
Net cash used by operating activities (448,287) (320,614) (775,423)
---------- ---------- ----------
Cash flows from investing activities
Purchases of domain names & web sites (6,274) - (6,274)
Purchases of equipment (2,204) (16,184) (31,840)
Due from shareholder - (2,260) (3,879)
Investments in affiliates (13,750) - (13,750)
Loan to affiliate (12,500) - (12,500)
---------- ---------- ----------
Net cash used by investing activities (34,728) (18,444) (68,243)
---------- ---------- ----------
Cash flows from financing activities
Due to related parties 240,000 - 240,000
Common stock issued for cash - 577,600 623,479
---------- ---------- ----------
Net cash provided by financing activities 240,000 577,600 863,479
---------- ---------- ----------
Net increase in cash (243,015) 238,542 19,813
Cash, beginning of period 262,828 24,286 -
---------- ---------- ----------
Cash, end of period $ 19,813 $ 262,828 $ 19,813
========== ========== ==========
Non-cash investing and financing activities
Issuance of common stock for
subscriptions receivable $ - $ - $ 99,000
========== ========== ==========
Acquisition of assets through issuance of debt $ 132,000 $ - $ 132,000
========== ========== ==========
Supplemental cash flow disclosure
Interest paid $ 165 $ 10,000 $ 10,165
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-5
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------
Background
----------
KwikWeb.com, Inc., a Nevada corporation, was formed on October 9, 1997.
In August 1999, Kwik Web, Inc. and G.P. Properties, Inc. ("G.P.
Properties") agreed to merge whereby G.P. Properties issued 6,000,000
shares of common stock in exchange for all of the outstanding common
shares of Kwik Web, Inc. G. P. Properties, a public shell Nevada
Corporation formed in 1989, retained all its 3,510,000 shares of common
stock. G.P. Properties had no assets, liabilities or operations and
management of Kwik Web, Inc. retained control of the merged entity.
Accordingly, Kwik Web, Inc. was deemed the accounting acquiror of G.P.
Properties. The Company began the development of proprietary software
that allows on-line users to easily create and build their own
customized websites using a user friendly "point and click" format. In
January 2000, the Company changed its name to KwikWeb.com, Inc. In
June 2000, the Company formed Internet Properties Development Corp., a
wholly owned subsidiary, to pursue the development and incubation of
emerging Internet-based business. In August 2000, the Company completed
a reorganization whereby it transferred its website design and
management activities to Kwik Commerce, Inc. in exchange for 2,500,000
shares of Kwik Commerce common stock and the cancellation of 6,000,000
KwikWeb.com, Inc. common shares previously held by Ric Kaestner and
Alex Tsakiris. The Company is engaged in the business of providing
domain-name registry operations and services and operating consumer
information portals on the Internet. The Company also seeks to develop
and incubate emerging Internet-based businesses. The Company has not
commenced planned principal operations and, therefore, is considered to
be in the development stage.
Principles of consolidation
---------------------------
The accompanying consolidated financial statements include the accounts
of KwikWeb.com, Inc. and its wholly owned subsidiaries Kwik Web, Inc.,
Wireless Properties Development Corp., Faciliforce Inc. and Internet
Properties Development Corp. (collectively, the "Company"). All
material intercompany transactions and balances have been eliminated.
Use of estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and disclosures made in the accompanying notes to the
financial statements. Actual results could differ from those estimates.
F-6
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------------------------------------------
Cash and equivalents
--------------------
All highly liquid investments with original maturities of three months
or less are considered to be cash equivalents. The carrying amounts
approximate fair value due to short maturities of these instruments.
The Company's policy is to place its cash and cash equivalents with
high quality financial institutions to limit the amount of credit
exposure.
Investments in affiliates
-------------------------
The Company makes strategic investments in companies that have
developed or are developing technologies used in the Internet and
companies who can benefit from the dramatic cost savings and market
awareness that the World Wide Web offers. At December 31, 2000,
effective ownership interests in the investees ranged from 14% to 25%.
It is not practicable to estimate the fair value of these investments
as the investees are predominantly closely held companies.
Investments in companies in which the Company has less than a 20%
interest are carried at cost. Dividends received from those companies
are included in other income. Dividends received in excess of the
Company's proportionate share of accumulated earnings are applied as a
reduction of the cost of the investment. The Company has received no
dividends on its investments in affiliates.
The Company's 25% investment in Kwik Commerce is carried at cost
because the Company does not exercise significant influence over the
operating and financial activities of the investee.
Computer equipment
------------------
Equipment is stated at cost less accumulated depreciation, determined
using the straight-line method over the estimated useful lives of the
assets.
Long-lived assets
-----------------
The Company will record potential impairments to its long-lived assets
when there is evidence that events or changes in circumstances have
made recovery of the asset's carrying value unlikely. An impairment
loss would be recognized when the sum of the expected future
undiscounted net cash flows is less than the carrying amount of the
asset. The Company has identified no such impairment losses.
F-7
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------------------------------------------
Research and development costs
------------------------------
Costs incurred in connection with research and development are charged
to operations as incurred.
Advertising costs
-----------------
Advertising costs are expensed as incurred. Advertising expense was
$256 for 2000 and $2,600 for 1999.
Income taxes
------------
Deferred taxes are accounted for using an asset and liability approach,
whereby deferred tax assets are recognized for deductible temporary
differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
Loss per share
--------------
Basic EPS is calculated using income available to common stockholders
divided by the weighted average of common shares outstanding during the
year. Diluted EPS is similar to basic EPS except that the weighted
average of common shares outstanding is increased to include the number
of additional common shares that would have been outstanding if the
dilutive potential common shares, such as options, had been issued. The
treasury stock method is used to calculate dilutive shares, which
reduce the gross number of dilutive shares by the number of shares
purchasable from the proceeds of the options, assumed to be exercised.
Stock-based compensation
------------------------
The Company has elected to adopt the disclosure provisions only of SFAS
123 and continues to measure compensation cost related to stock and
stock options issued to employees using the intrinsic method of
accounting prescribed by Accounting Principles Board Opinion No. 25
("APB25"), "Accounting for Stock Issued to Employees," and related
interpretations.
F-8
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------------------------------------------
Reportable operating segments
-----------------------------
SFAS No. 131, SEGMENT INFORMATION, amends the requirements for public
enterprises to report financial and descriptive information about their
reportable operating segments. Operating segments, as defined in SFAS
No. 131, are components of an enterprise for which separate financial
information is available and is evaluated regularly by a company in
deciding how to allocate resources and in assessing performance. The
financial information is required to be reported on the basis that is
used internally for evaluating segment performance. The Company
operates one business and operating segment.
Reclassifications
-----------------
Certain prior period amounts have been reclassified to conform to this
year's presentation.
2. INVESTMENTS IN AFFILIATES
----------------------------------
PERCENTAGE METHOD
NAME OF INVESTEE OWNERSHIP COST OF ACCOUNTING
----------------------------------- ------------- --------- ---------------
Minority Business Alliance, LLC 14.0% $12,650 Cost
.KIDS Domains, Inc. 17.5% $ 1,100 Cost
Kwik Commerce, Inc. 25.0% $ - Cost
3. INTERNET DOMAIN NAMES AND WEB SITES
--------------------------------------------
During 2000 the Company purchased certain Internet domain names and
related assets, including the consumer information portals
GasPrices.com, RateShock.net and Incubate.net, from related parties for
$125,000. The consumer information portals will ultimately generate
revenues from advertising and sponsorship sales, e-commerce
transactions and marketing and research fees. In addition, the Company
has purchased over 1,500 other domain names with a total cost of
$6,274, which are not currently in operation.
F-9
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
4. STOCKHOLDERS' EQUITY
-----------------------------
Common stock
------------
In September 1999, the Company sold 400,000 shares of common stock for
$500,000 cash.
In August 2000, the Company issued 490,000 shares of common stock for
services to its Directors and Consultants.
Stock options
-------------
During 2000, the Company adopted a Stock Option Plan providing for the
issuance of options to acquire up to 600,000 shares of the Company's
common stock to employees, directors, consultants and independent
contractors. At December 31, 2000, the Company had granted options to
its President to purchase 200,000 shares of its common stock at an
exercise price of $.25, which exceeded the stock's fair value at date
of grant. These options vest immediately and are exercisable for up to
ten years from the grant date.
The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its plans. Had
compensation cost for the Company's stock option plan been determined
based on the fair value at the grant dates for awards under this plan
consistent with the method of FASB Statement No. 123, the Company's net
loss and loss per common share would have been increased to the pro
forma amounts indicated below:
Net Loss $(539,393)
As reported $(547,622)
Pro Forma
Basic and diluted loss per share:
As reported $ (0.07)
Pro Forma $ (0.07)
The pro forma compensation cost was recognized for the fair value of
the stock options granted, which was estimated using the Black-Scholes
model with the following weighted-average assumptions: expected
volatility of 50%, risk-free interest of 6.50%, expected life of 10
years and no expected dividends. The estimated weighted-average fair
value of stock options granted in 2000 was $0.04.
F-10
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
5. RELATED PARTY TRANSACTIONS
-----------------------------------
The Company has made advances to an affiliate resulting in a receivable
balance of $12,500 as of December 31, 2000. The entire balance was
repaid February 26, 2001.
At December 31, 2000 amounts due to related parties totaled $278,000
for cash advances of $146,000, purchases of equipment of $7,000 and
purchases of domain names and web sites of $125,000. These amounts are
non-interest bearing and due on demand. The fair value of amounts due
from affiliate and due to related parties cannot be determined due to
the related party nature of the obligations.
The Company's Chairman owns, directly and indirectly, approximately 63%
of the outstanding common stock of .KIDS Domains, Inc. and the
Company's President indirectly owns approximately 8% of the
outstanding common stock of .KIDS Domains, Inc.
6. INCOME TAXES
---------------------
The Company recognizes deferred tax assets and liabilities for
temporary differences between the financial reporting and tax bases of
its assets and liabilities. Deferred tax assets are reduced by a
valuation allowance when deemed appropriate.
As of December 31, 2000, the Company has a net operating loss
carryforward for federal tax purposes of $725,000, which, if unused to
offset future taxable income, will expire in years beginning in 2013
through 2020.
The Company had deferred tax assets of $290,000 as of December 31, 2000
relating to its net operating losses. This deferred tax asset had a
100% valuation allowance applied to it.
Under Section 382 of the Internal Revenue Code, the utilization of net
operating loss carryforwards is limited after an ownership change. Due
to the ownership change as a result of the August 2000 reorganization,
the Company's utilization of net operating losses may be limited.
7. BASIC AND DILUTED LOSS PER SHARE
-----------------------------------------
Net loss per share is calculated in accordance with Statement of
Financial Accounting Standards 128, Earnings Per Share ("SFAS 128").
Basic net loss per share is based upon the weighted average number of
common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares and stock options were
converted or exercised. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance,
if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.
F-11
KWIKWEB.COM, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
7. BASIC AND DILUTED LOSS PER SHARE (CONTINUED)
-----------------------------------------------------
The effect of the potentially dilutive stock options (200,000 shares)
was not included in the computation of diluted loss per share, since to
do so would have been anti-dilutive. Therefore, basic and diluted net
loss per share are the same.
The following table illustrates the reconciliation of the numerators
and denominators of the loss per share computations:
2000 1999
------------ ------------
Numerator
---------
Net loss $ (539,393) $ (335,378)
============ ============
Denominator
-----------
Basic and diluted weighted average number
of shares outstanding $ 7,645,616 $ 9,030,328
============ ============
Basic and diluted loss per share $ (0.07) $ (0.04)
============ ============
8. COMMITMENTS
--------------------
The Company leases its principal facilities under a one-year lease that
commenced in February 2001 at $1,305 per month. Rent expense for 2000
and 1999 was $6,985 and $11,409 respectively.
9. GOING CONCERN
----------------------
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. This basis
of accounting contemplates the recovery of the Company's assets and the
satisfaction of its liabilities in the normal course of business. Since
inception, the Company has been engaged in organizational activities,
including recruiting personnel, establishing office facilities,
research and development and obtaining financing. Through December 31,
2000, the Company had incurred losses of $974,433. Successful
completion of the Company's development program and its transition to
attaining profitable operations is dependent upon obtaining financing
adequate to fulfill its research, development and market introduction
activities, and achieving a level of revenues adequate to support the
Company's cost structure. Management's plan of operations anticipates
that the cash requirements of the Company for the next twelve months
will be met by the sale of securities and future net earnings. However,
there is no assurance that the Company will be able to implement its
plan.
F-12
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
None.
-19-
PART III
ITEM 9. DIRECTORS, AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
EXECUTIVE OFFICERS
Set forth below are our directors and officers.
Name Age Position
---- --- --------
H. Page Howe 37 Chairman of the Board
Matthew I. Hayes 27 President, Secretary, Director
Jeffrey M. Stevens 35 Director
Mr. Howe has served as Chairman of our Board of Directors since August
2000. Mr. Howe is also Chairman of our wholly owned subsidiary, Internet
Properties Development Corp. Mr. Howe is a private investor and President of his
own consulting firm, Site HQ. In the past three years, Mr. Howe has invested in
11 Internet infrastructure and content companies. He manages a private
investment fund that has focused exclusively on Internet companies since 1997.
Investments of his fund include an Internet search engine, NorthernLight
Technologies (www.northernlight.com) and WizeUp, an e-book company focused on
electronic textbooks (www.wizeup.com). Mr. Howe has served on the local and
regional board of Young Life, a National Foundation focused on building
relationships with teens.
Mr. Hayes has served as our President and one of our directors since
August 2000. Mr. Hayes is also the President of our wholly owned subsidiary,
Internet Properties Development Corp. Before joining us, Mr. Hayes worked for a
private investment fund which focused exclusively on Internet companies.
Previously, Mr. Hayes was the founder of Wholly Unique Enterprises, a company
engaged in developing outdoor lifestyle products. Mr. Hayes currently serves on
the local board of Young Life, a National Foundation focused on building
relationships with teens.
Mr. Stevens has served as a director since August 2000. Mr. Stevens is
the vice-president of marketing and business development of ABM Industries and
is also the president of the ABM Landscaping services division. Mr. Stevens has
been employed by ABM Industries since 1986.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires our directors and executive officers, and persons who
own more than 10% of a registered class of our equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of ours. Officers, directors and
greater than 10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of copies of such reports
furnished to us and written representations that no other reports were required,
we believe that during the fiscal year 2000 and with respect to the fiscal year
2000, our officers, directors and greater than 10% beneficial owners complied
with all Section 16(a) filing requirements applicable to them, except as
follows: H. Page Howe did not file a Form 5 on a timely basis, Matthew Hayes did
not file a Form 5 on a timely basis, and Jeffrey Stevens did not file a Form 5
on a timely basis.
-20-
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the Chief
Executive Officer and to all other executive officers for services rendered
during the fiscal years ended December 31, 2000, 1999 and 1998.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------- -------------------------------------------
COMMON SHARES ALL
RESTRICTED UNDERLYING OTHER
OTHER ANNUAL STOCK OPTIONS GRANTED COMPEN
NAME AND POSITION YEAR SALARY BONUS COMPENSATION AWARDS ($) (# SHARES) -SATION
---------------------- --------- --------- --------- -------------- ------------- --------------- -----------
H. Page Howe, 2000 $ 0 -0- -0- 12,500 -0- -0-
Chairman 1999 $ 0 -0- -0- -0- -0- -0-
1998 $ 0 -0- -0- -0- -0- -0-
Matthew I. Hayes, 2000 $ 0 -0- -0- 12,500 200,000 -0-
President 1999 $ 0 -0- -0- -0- -0- -0-
1998 $ 0 -0- -0- -0- -0- -0-
Richard Kaestner 2000 $ 30,000 -0- -0- -0- -0- -0-
President and CEO(1) 1999 $ 60,000 -0- -0- -0- -0- -0-
1998 $ 60,000 -0- -0- -0- -0- -0-
(1) Mr. Kaestner resigned as our President and Chief Executive Officer in
August, 2000.
The following table sets forth grant of stock options during the fiscal
year ended December 31, 2000 to each of the Named Executive Officers:
OPTION/SAR GRANTS IN 2000 FISCAL YEAR
INDIVIDUAL GRANTS
------------------------------------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL OPTIONS/SARS
OPTIONS/SARS GRANTED TO EMPLOYEES IN EXERCISE OR
NAME GRANTED (1) FISCAL YEAR BASE PRICE ($/SH) EXPIRATION DATE
--------------------- ------------------- ------------------------- ------------------- ---------------
Matthew I. Hayes 200,000 100% $0.25 July 1, 2010
(1) Options were fully vested on the date of grant. No options have been
exercised.
Aggregated option Exercised in Last Fiscal year and Year-End Option Values
---------------------------------------------------------------------------------------------------------
Name Shares Value Number of Securities Value of Unexercised
Acquired on Realized Underlying Unexercised In-the-Money Option/SARs
Exercise (#) ($) Options/SARs at FY-End (#) at FY-End ($)
Exercisable/ Exercisable/
Unexerciseable Unexercisable
------------------- ------------- ---------- -------------------------- --------------------------
Matthew I. Hayes, 0 0 200,000/0 $175,000/0
President
-21-
Based on a price of $1.125 per share as quoted on the OTC Bulletin Board on
December 29, 2000.
COMPENSATION OF DIRECTORS. All of our directors receive reimbursement
for out-of-pocket expenses for attending Board of Directors meetings. We may
appoint additional members to the Board of Directors, including outside or
non-officer members to the board. Any outside directors may receive an
attendance fee for each meeting of the Board of Directors. From time to time we
may engage certain members of the Board of Directors to perform services on
behalf of the Company and compensate such persons for the services which they
perform.
STOCK OPTION PLAN
In 2000, we adopted a Stock Option Plan permitting us to grant options
to employees, directors, consultants and independent contractors. The plan has
yet not been approved by the stockholders. The purpose of the plan is to allow
us to attract and retain such persons and to compensate them in a way that links
their financial interests with the interests of our shareholders. Awards under
the plan may take the form of incentive stock options or non-qualified stock
options. A total of 600,000 shares may be issued pursuant to the plan. As of
December 31, 2000, we had granted options to purchase 200,000 shares of our
common stock.
Our stock option plan is administered by our a committee appointed by
our board of directors or, in the absence of such a committee, by the entire
board. The committee has, subject to specified limitations, full authority to
grant options and establish the terms and conditions of vesting and exercise.
The exercise price of incentive stock options granted under the plan is required
to be no less than the fair market value of our common stock on the date of
grant (110% in the case of a greater than 10% stockholder).
The committee may grant options for terms of up to 10 years, or 5 years
in the case of incentive stock options granted to greater than 10% stockholders.
No optionee may be granted incentive stock options such that the fair market
value of the options which first become exercisable in any one calendar year
exceeds $100,000. If an optionee ceases to be employed by us or ceases to have a
relationship with us, his or her options will expire one year after termination
by reason of death or permanent disability, thirty days after termination for
cause and three months after termination for any other reason.
Subject to the foregoing, the committee has broad discretion to set the
terms and conditions applicable to options granted under the plan. The committee
may discontinue or suspend option grants under the plan, or amend or terminate
the plan entirely, at any time. With the consent of an optionee, the committee
may also make such modification of the terms and conditions of such optionee's
option as the committee shall deem advisable. However, the committee has no
authority to make any amendment or modification to the plan or any outstanding
option which would do any of the following:
o increase the maximum number of shares which may be purchased
pursuant to options granted under the stock option plan,
either in the aggregate or by an optionee, except in
connection with certain antidilution adjustments;
o change the designation of the class of employees eligible to
receive qualified options;
o extend the term of the stock option plan or the maximum option
period thereunder;
-22-
o decrease the minimum qualified option price or permit
reductions of the price at which shares may be purchased for
qualified options granted under the stock option plan, except
in connection with certain antidilution adjustments; or
o cause qualified stock options issued under the stock option
plan to fail to meet the requirements of incentive stock
options under Section 422 of the Internal Revenue Code.
Any such amendment or modification shall be effective immediately,
subject to stockholder approval thereof within 12 months before or after the
effective date. No option may be granted during any suspension or after
termination of the plan.
LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND
OFFICERS
As permitted by Section 78.751 of the Nevada General Corporation Law,
our Articles of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach or alleged breach of
their fiduciary duty as directors. In addition, as permitted by Section 78.751
of the Nevada General Corporation Law, our bylaws provide that it may, in its
discretion: (i) indemnify its directors, officers, employees and agents and
persons serving in such capacities in other business enterprises (including, for
example, its subsidiaries) at its request, to the fullest extent permitted by
law; and (ii) advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding.
Our policy is to enter into indemnification agreements with each of our
directors and officers that provide the maximum indemnity allowed to directors
and officers by Section 78.751 of the Nevada General Corporation Law and the
Bylaws as well as certain additional procedural protections.
The above provisions may have the effect of reducing the likelihood of
derivative litigation against our directors and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their fiduciary duty, even though such an action, if successful, might
otherwise have benefited us and our stockholders. However, we believe that the
foregoing provisions are necessary to attract and retain qualified persons as
directors.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
-23-
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of April 11, 2001 by the following
persons:
o each person who is known to be the beneficial owner of more
than five percent (5%) of our issued and outstanding shares of
common stock;
o each of our directors and executive officers; and
o all of our directors and executive officers as a group.
Number Of Shares
Name And Address Beneficially Owned Percentage Owned
---------------- ------------------ ----------------
H. Page Howe................................. 1,729,500 38.4%
Matthew I. Hayes............................. 250,000 5.3%
Jeffrey Stevens.............................. 350,000 7.8%
All directors and officers as a group........ 2,329,500 49.6%
Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within
60 days from April 11, 2001, and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from April 11, 2001. The
address for each of the shareholders listed above is 374 North Coast Highway
101, Suite F-14, Encinitas, California 92024.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In August 2000, we completed a reorganization pursuant to which Kwik
Commerce, Inc., or Kwik Commerce, a corporation controlled by Messrs. Kaestner
and Tsakiris, our former officers and directors, acquired from us certain assets
relating to our website design division and assumed certain liabilities of ours
related to our website design division. In exchange therefore, (1) Kwik Commerce
issued to us 2,500,000 shares of its common stock, (2) Kwik Commerce granted us
an option to purchase an additional 1,000,000 shares of its common stock at
$0.20 per share, and (3) the 6,000,000 shares of our common stock issued to
Messrs. Kaestner and Tsakiris in connection with the August 1999 acquisition of
KwikWeb, Inc. were cancelled. Effective upon the sale of assets to Kwik
Commerce, Messrs. Kaestner and Tsakiris resigned as officers and directors of
the Company. Matthew Hayes, H. Page Howe and Jeffrey Stevens were elected to our
Board of Directors, Matthew Hayes was elected as our president, and H. Page Howe
was elected as our chairman.
In August 2000, we, through our Internet Properties Development Corp.
subsidiary, purchased certain Internet domain names and related assets from Site
HQ, Inc., Internet Properties Development, LLC and H. Page Howe, an individual,
for an aggregate purchase price of approximately $125,000. H. Page Howe, who is
one of our directors and our chairman, is an affiliate of Site HQ, Inc., and
Matthew Hayes, who is one of our directors and our president, is an affiliate of
Internet Properties Development, LLC.
-24-
In August 2000, we borrowed $10,000 from our chairman, H. Page Howe,
and $50,000 from an affiliate of Mr. Howe, and we issued promissory notes in
exchange therefor. The notes are non-interest bearing and are due on demand. The
notes are secured by all of the assets of our wholly-owned subsidiary, Internet
Properties Development Corp.
In September 2000, we acquired a minority interest in .KIDS Domains,
Inc., a company seeking to establish a top-level domain which ensures a
child-appropriate experience for children on the Internet. .KIDS Domains issued
to us 1,010,000 shares of its common stock for $1,100. As of April 11, 2001, we
owned approximately 17.5% of the outstanding capital stock of .KIDS Domains. H.
Page Howe, our chairman, owns, both directly and indirectly, approximately 63%
the outstanding capital stock of .KIDS Domains, and Matthew Hayes, our
president, indirectly owns approximately 8% of the outstanding capital stock of
.KIDS Domains.
In October 2000, we borrowed $10,000 from Mr. Howe, and $25,000 from an
affiliate of Mr. Howe, and we issued promissory notes in exchange therefor. The
notes are non-interest bearing and are due on demand. The notes are secured by
all of the assets of our wholly-owned subsidiary, Internet Properties
Development Corp. At the option of the holder, the notes may be converted into
shares of Internet Properties Development Corp. at a price of $500 per share.
In December 2000, we borrowed $50,000 from an affiliate of Mr. Howe,
and we issued a promissory note in exchange therefor. The note is non-interest
bearing and is due on demand. The note is secured by all of the assets of our
wholly-owned subsidiary, Internet Properties Development Corp. At the option of
the holder, the note may be converted into shares of Internet Properties
Development Corp. at a price of $500 per share.
In January 2001, we sold 1,000 units, each unit consisting of 100
shares our common stock and a warrant to purchase an additional 20 shares of our
common stock at an exercise price of $3.00 per share, to our chairman, H. Page
Howe, for $100,000.
In March 2001, we entered into a non-binding letter of intent with
.KIDS Domains a reorganization pursuant to which we would .KIDS Domains would
become our wholly-owned subsidiary. Under the terms of the letter of intent, we
would issue common stock with a value of approximately $862,000 for the
outstanding interest in .KIDS Domains which we do not already own. The
reorganization is subject to execution and delivery of definitive agreements
between us and .KIDS Domains with respect to the transactions contemplated by
the letter of intent, and compliance with all requirements of federal and state
securities laws, of the SEC and of all other governmental authorities. As
mentioned above, H. Page Howe, our chairman, owns, both directly and indirectly,
approximately 63% the outstanding capital stock of .KIDS Domains, and Matthew
Hayes, our president, indirectly owns approximately 8% of the outstanding
capital stock of .KIDS Domains.
-25-
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
---------
Exhibit No. Description
----------- -----------
2.1 Securities Purchase Agreement and Plan of Reorganization dated
August 6, 1999 between the Registrant and Kwikweb, Inc. (1)
2.2 Asset Assignment Agreement with Kwik Commerce, Inc. dated as
of August 1, 2000
3.1 Articles of Incorporation (2)
3.2 Bylaws (2)
10.1 KwikWeb.com, Inc. 2000 Stock Option Plan
10.2 Option Agreement with Matthew Hayes dated July 1, 2000
10.3 Domain Name Purchase Agreement between Internet Properties
Development and Site HQ, Inc. dated June 12, 2000
10.4 Domain Purchase Agreement between Internet Properties
Development and Internet Properties Development, LLC dated
June 12, 2000
10.5 Domain Name Purchase Agreement between Internet Properties
Development and H. Page Howe dated June 12, 2000
10.6 Asset Purchase Agreement between Internet Properties
Development and Site HQ, Inc. dated June 12, 2000
10.7 Agreement with Worldgate Communications, Inc. dated September
22, 1998 (3)
21.1 List of Subsidiaries
-------------------
(1) Filed as exhibit to our Current Report on Form 8-K dated September 16,
1999 (File No. 0-25433) and incorporated herein by reference.
(2) Filed as exhibit to our Form 10-SB Registration Statement 1999 (File
No. 0-25433) and incorporated herein by reference.
(3) Filed as exhibit to our Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1999 (File No. 0-25433) and incorporated herein by
reference.
(b) The Registrant filed no reports on Form 8-K during the fourth quarter
of the fiscal year ended December 31, 2000.
-26-
KWIKWEB.COM, INC.
A Nevada corporation
Date: April 16, 2001 By: /S/ Matthew I. Hayes
--------------------------------
Matthew I. Hayes, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated.
Signature Title Date
--------- ----- ----
/S/ H. PAGE HOWE Chairman of the Board April 16, 2001
------------------------------------
H. PAGE HOWE
/S/ MATTHEW I. HAYES President, Secretary, Director April 16, 2001
------------------------------------
MATTHEW I. HAYES
/S/ JEFFREY M. STEVENS Director April 16, 2001
------------------------------------
JEFFREY M. STEVENS