-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZmD/FQcxx/NsvZld/005J45Y9CvHNAV5SlFhz4dyUMhp/c+vNi/zAzC/il0/8ke yI5geJZCfJGOTUbn8+HHng== /in/edgar/work/20000814/0000950138-00-000178/0000950138-00-000178.txt : 20000921 0000950138-00-000178.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950138-00-000178 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IKON VENTURES INC CENTRAL INDEX KEY: 0001043105 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29331 FILM NUMBER: 698725 BUSINESS ADDRESS: STREET 1: COLLIER HOUSE SUITE 305 STREET 2: 1631169 BROMPTON ROAD CITY: LONDON ENGLAND SWIX STATE: X0 ZIP: 00000 BUSINESS PHONE: 1715914435 MAIL ADDRESS: STREET 1: COLLIER HOUSE SUITE 305 STREET 2: 1631169 BROMPTON ROAD CITY: LONDON ENGLAND 10QSB 1 0001.txt FORM 10-QSB FOR PERIOD ENDED JUNE 30, 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 Or [ ] 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: 000-29331 IKON VENTURES, INC. (Exact name of Small Business Issuer as Specified in its Charter) NEVADA 76-0270295 (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) Suite 305, Collier House, 163/169 Brompton Road, London, England SW3 1PY (Address of Principal Executive Offices) 011-171-591-4435 Issuer's Telephone Number. Including Area Code Check whether the issuer (1), has filed all reports required to be filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the preceding 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___ State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of August 6, 2000, the registrant had 15,055,000 shares of Common Stock outstanding. IKON VENTURES, INC. FORM 10-QSB For the Quarter Ended June 30, 2000 Contents PART I FINANCIAL INFORMATION Item 1. Consolidated Balance Sheets as of June 30, 2000 (unaudited) and December 31, 1999 (audited) 3 Consolidated Statements of Operations for the six months ended June 30, 2000 and 1999 (unaudited) and for the three months ended June 30, 2000 and 1999 (uanaudited) 4 Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999 (unaudited) 5 Notes to the Unaudited Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis or Plan of Operation 13 PART II OTHER INFORMATION Item 1 Legal Proceedings 14 Item 2 Changes in Securities 14 Item 3 Defaults Upon Senior Securities 14 Item 4 Submission of Matters to a Vote of Security Holders 14 Item 5 Other Information 14 Item 6 Exhibits and Reports on Form 8 - K 14 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
IKON VENTURES, INC. CONSOLIDATED BALANCE SHEETS June 30, December 31, 2000 1999 (unaudited) (audited) $000 $000 Assets Current assets Cash and cash equivalents 2 13 Trade accounts receivable, net - - Prepaid and other current assets 6 56 --------- --------- Total current assets 8 69 Property, plant and equipment, net 4 2 --------- --------- 12 71 ========= ========= Liabilities and stockholders' equity Current liabilities Trade accounts payable 57 18 Accrued expenses and other 127 38 --------- --------- Total current liabilities 184 56 - - ---------- --------- Other liabilities Total liabilities 184 56 ---------- --------- Stockholders' equity Common stock, $0.001 par value. Authorized 100,000,000 shares; issued and outstanding 15,055,000 shares on June 30, 2000 and 14,655,000 shares on December 31, 1999 15 15 Additional paid-in capital 11,715 11,675 Accumulated deficit (11,902) (11,675) --------- --------- Total stockholders' equity (172) 15 ---------- --------- Total liabilities and stockholders' equity 12 71 ========= =========
The accompanying notes are an integral part of these consolidated financial statements.
IKON VENTURES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Three Months Ended June 30, Ended June 30, 2000 1999 2000 1999 $000 $000 $000 $000 (uanaudited) (uanaudited) (uanaudited) (unaudited) Net sales - continuing operations - - - - Cost of goods sold - continuing operations - - - - ---------- ---------- ---------- ---------- Gross profit - continuing operations - - - - Selling, general and administrative expenses (227) (454) (60) (295) ----------- ---------- ---------- ---------- Operating loss - continuing operations (227) (454) (60) (295) Other income, net - - - - ---------- ---------- ---------- ---------- Loss from continuing operations before provision for (227) (454) (60) (295) income taxes Provision for income tax (6) - - - - ---------- ---------- ---------- ---------- Loss from continuing operations (227) (454) (60) (295) Loss on disposal of discontinued operations (4) - (440) - - ---------- ----------- ---------- ---------- Net loss (2) (227) (894) (60) (295) ========== ========== ========== ========== Loss per common share (basic) - all operations ($0.015) ($0.06) ($0.004) ($0.02) =========== ========== =========== ========== - continuing operations ($0.015) ($0.03) ($0.004) ($0.02) =========== ========== =========== ========== - discontinued operations - ($0.03) - - =========== ========== =========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
IKON VENTURES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2000 1999 $000 $000 (unaudited) (unaudited) Net cash used by operating activities (7) (9) (572) --------- ----- Cash flows from investing activities Purchase of equipment (2) - Proceeds from disposal of discontinued operations (3) 600 Proceeds from disposal of equipment - 27 --------- --------- Net cash provided by investing activities (2) 627 ---------- --------- Cash flows from financing activities Proceeds from issuance of common stock - - Net cash provided by financing activities - - --------- --------- Net decrease in cash and cash equivalents (11) 55 Cash and cash equivalents at beginning of period 13 166 --------- --------- Cash and cash equivalents at June 30 2 221 ========= ========= Major non-cash transactions During the six months ended June 30, 2000 as part of a settlement of an amount due to a supplier, 400,000 shares of the Company's Common Stock were issued at a value of $.01 per share.
The accompanying notes are an integral part of these consolidated financial statements. IKON VENTURES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 1 Summary of significant accounting policies and practices Description of business IKON Ventures, Inc. ("the Company") was incorporated in Nevada on May 31, 1997. The Company operated a Zeolite and related chemicals production facility in Mira, Italy, through its main subsidiary Zeolite Mira S.r.l. ("Zeolite Mira"). The Company's customers were major European detergent companies with a small proportion of production being sold through trading companies. At the beginning of 1999 Zeolite Mira was sold. The Company now has no trading operations and is exploring new opportunities. (b) Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. (c) Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. (d) Research and development Research and development costs are expensed as incurred. There were no research and development costs in the three months ended June 30, 2000 and 1999. IKON VENTURES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 (continued) 1 Summary of significant accounting policies and practices (continued) (e) Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognised for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in income in the period that includes the enactment date. (f) Commitment and contingencies Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Recoveries from third parties which are probable of realisation are separately recorded, and are not offset against the related environmental liability, in accordance with Financial Accounting Standards Board Interpretation No.39, Offsetting of Amounts Related to Certain Contracts. In October 1997, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 96-1, Environmental Remediation Liabilities. SOP 96-1 was adopted by the Company on January 1, 1998 and requires, among other things, environmental remediation liabilities to be accrued when the criteria of Statement of Financial Accounting Standards ("SFAS") No. 5, Accounting for Contingencies, have been met. The guidance provided by SOP 96-1 is consistent with the Company's current method of accounting for environmental remediation costs and, therefore, adoption of this new statement does not have a material impact on the Company's financial position, results of operations, or liquidity. The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses for environmental remediation obligations generally are recognised no later than completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. IKON VENTURES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 (continued) 1 Summary of significant accounting policies and practices (continued) (g) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. (h) Impairment of long-lived assets and long-lived assets to be disposed of The Company adopted the provisions of SFAS No 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, on January 1, 1997. This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognised is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. (i) Foreign currency translation Assets and liabilities denominated in foreign currencies are translated into US dollars at current exchange rates. For operations using the US dollar or the currency of a highly inflationary economy as their functional currency, translation gains or losses are generally reported in non-interest revenues. Translation gains and losses for operations using any other currency as their functional currency are reported, net of tax effects, in stockholders' equity as cumulative translation adjustments. IKON VENTURES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 (continued) 2 Financial position and basis of accounting These consolidated financial statements have been prepared on a going concern basis which contemplates the commencement, continuation and expansion of trading activities as well as the realisation of assets and liquidation of liabilities in the ordinary course of business. During 1997 the Company acquired the net liabilities of Zeolite Mira, issuing shares to finance the acquisition. The Company traded at a loss during 1997 and Zeolite Mira continued to record losses in 1998, depleting the Company's cash resources. The Company sold Zeolite Mira in 1999 resulting in the Company having no operating entities. The Company is seeking to enter into a business combination with one or more as yet unidentified privately held businesses. Management intends to raise capital from both existing and new shareholders and to use the proceeds to pay for routine expenses, such as making required filings with the SEC and office rent and related expenses. There can be no assurance that the Company will be able to find sources of financing on terms acceptable to the Company, if at all. If the Company does not find the sources to finance such activities, it may be unable to timely file the reports required under the Securities Exchange Act of 1934, as amended. This could subject the Company to fines and penalties and make it less desirable to a potential combination candidate. This would make it difficult for the Company to pursue its plans to acquire additional businesses. The Company's continuation as a going concern is dependent on its ability to issue new stock which will be required to fund the purchase of additional businesses. This factor among others may indicate that the Company may be unable to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 3 Acquisitions and dispositions 1999 On March 24, 1999 the Company sold the 90% of the capital stock of Zeolite Mira it owned. The consideration was $600,000 cash, the return of 180,000 shares of the Company's stock and the cancellation of all indebtedness between the Company and Zeolite Mira. Part of the loss arising on the sale was provided in the 1998 accounts and the balance has been provided in 1999. IKON VENTURES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 (continued) 4 Discontinued operations On March 24, 1999, the Company completed the sale of its sole operating subsidiary, Zeolite Mira, to CEFT Engineering & Trading, a Swiss registered company. Under the terms of the purchase agreement, the Company received $600,000 cash consideration and the return of 180,000 shares of the Company's common stock. Results of these operations were classified as discontinued in 1998 and the trading of Zeolite Mira from January 1, 1999 to March 24, 1999 has been excluded from these financial statements on the grounds that the Company did not have effective control of the subsidiary during that period. Summarised financial information on the discontinuted operations is as follows:
Six Months Ended June 30, Three Months Ended June 30, 2000 1999 2000 1999 $000 $000 $000 $000 Net sales - - - - ---------- ---------- ---------- ---------- Gross profit - - - - ---------- ---------- ---------- ---------- Operating loss (note (i)) - - - - ---------- ---------- ---------- ---------- Loss from discontinued operations - - - - ========== ========== ========== ========== Loss on disposal of discontinued - (440) - (440) ========== =========== ========== ========== operations (note (i)) (i) Loss on disposal of discontinued operations in 1999 includes a tax credit of $80,000. Six Months Ended June 30, Three Months Ended June 30, 2000 1999 2000 1999 $000 $000 $000 $000 Net assets of discontinued operations Current assets - - - - Property, plant and equipment - - - - Other assets - - - - Current liabilities - - - - Other liabilities - - - - ---------- ---------- ---------- ---------- Net assets of discontinued operations - - - - ---------- ---------- ========== ==========
IKON VENTURES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 (continued) 5 Fair value of financial instruments SFAS No 107, Disclosure About Fair Value of Financial Instruments, requires certain disclosures regarding the fair value of financial instruments. Cash and cash equivalents, trade accounts receivable, other current assets, trade accounts payables and accrued expenses are reflected in the consolidated financial statements at fair value because of the short term maturity of these instruments. 6 Income taxes No credit has been taken for the operating losses which potentially give rise to a deferred tax asset for the Company, on the grounds that the directors do not believe that the company will be able to derive any value from such an asset. 7 Reconciliation of net loss to net cash provided by operating activities The reconciliation of net loss to net cash provided by operating activities was as follows:
Six Months Ended June 30, 2000 1999 $000 $000 Net loss (227) (894) Adjustments to reconcile loss to net cash provided by operating activities: Issue of common stock in payment of supplier 40 - Loss of disposal of discontinued operations - 440 Changes in assets and liabilities net of effect from acquisitions and disposals: Depreciation and amortisation of property, plant and equipment - 4 Decrease (increase) in accounts receivable - 686 (Decrease) increase in accounts payable 39 (260) (Decrease) increase in accrued expenses and liabilities 89 (152) Decrease (increase) in prepayments and other assets 50 89 --------- --------- Cash used by continuing operations (9) 87 Cash used by discontinued operations - (485) --------- --------- Cash used by operating activities (9) (572) ========= =========
IKON VENTURES, INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 (continued) 8 Stock option plan On June 20, 1998 the directors of the Company adopted a stock option plan (the "Plan") pursuant to which the Board of Directors of the Company may grant stock options to officers, directors and key employees. The Plan authorises grants of options to purchase up to 3,500,000 shares of authorised but un-issued common stock. At June 30, 2000 no options had been granted under the Plan. 9 Related party transactions (i) Sigma Limited S.A., a company for which Mr. Rice, a director of the Company, acts as a consultant provided funding to the business and made payments to suppliers in the three-month period ended June 30, 2000. The amounts paid have been shown as a liability of the company and are payable to Sigma.
Three Months Ended June 30, 2000 1999 $000 $000 Payments made on behalf of IKON 14 - ======== ========
(ii) Sigma Limited S.A provided consultancy services to the Company pursuant to a consulting agreement. The amounts paid to Sigma Limited S.A. in the three months to June 30, 2000 and 1999 were $nil and $36,750, respectively. As a result, $36,750 has been included as a liability under accrued expenses to account for unpaid amounts under the consulting agreement together with $49,000 previously accrued in the quarterly period ended March 31, 2000. Such amounts are not due until the Company completes a business combination. 10 Business and credit concentrations The business is not currently trading and has no concentration of business or credit risk. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Results Of Operations The Company has been inactive since April 1999, when it disposed of all of its then operations. Accordingly, management believes that comparison between the results of operations for the current period and prior periods would not be meaningful. Liquidity And Capital Resources As of June 30, 2000, the Company's principal sources of liquidity consisted of cash of $2,000 and it had no material liabilities. The Company has no commitments for any capital expenditure and foresees none. However, the Company will incur routine fees and expenses incident to its reporting duties as a public company, and it will incur fees and expenses in the event it makes or attempts to make an acquisition. The Company expects no significant operating costs other than professional fees payable to attorneys and accountants and monthly rental payments of approximately $1,500 for its executive office suite. In addition, the Company was obligated to pay a monthly consulting fee of $12,250 to Sigma Limited S.A. for the services of the Company's Chairman. This agreement expired by its terms on June 30, 2000. Effective January 2000, Sigma agreed that the Company may defer payment of such fee until the completion of a combination transaction by the Company. The Company is seeking to enter into a business combination with one or more as yet unidentified privately held businesses. The Company does not anticipate that funding will be necessary in order to complete a proposed combination, except possibly for fees and costs of the Company's professional advisers. Accordingly, there are no plans to raise capital to finance any business combination, nor does management believe that any combination candidate will expect cash from the Company. The Company hopes to require the candidate companies to deposit with the Company an advance that the Company can use to defray professional fees and costs and travel, lodging and other due diligence costs of management. Otherwise, management would have to advance such costs out of their own pockets, and there is no assurance that they will advance such costs. Management intends to raise capital from both existing and new shareholders and to use the proceeds to pay for routine expenses, such as making required filings with the SEC and office rent and related expenses. There can be no assurance that the Company will be able to find sources of financing on terms acceptable to the Company, if at all. If the Company does not find the sources to finance such activities, it may be unable to timely file the reports required under the Securities Exchange Act of 1934, as amended. This could subject the Company to fines and penalties and make it less desirable to a potential combination candidate. This would make it difficult for the Company to pursue its plans to acquire additional businesses. Forward Looking Statements This Form 10-QSB and other reports filed by the Company from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by the Company's management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" and similar expressions as they relate to the Company or the Company's management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties and assumptions relating to the Company's operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, intended or planned. PART II OTHER INFORMATION Item 1 Legal Proceedings None Item 2 Changes in Securities and Use of Proceeds None Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders None Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K None SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized IKON VENTURES, INC. Date August 14, 2000 By: /s/ --------------------------------- Ian Rice, Chief Executive Officer and Principal Financial Officer EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-2000 APR-01-2000 JUN-30-2000 2,000 0 0 0 0 8,000 0 0 12,000 184,000 0 15,000 0 0 11,715,000 12,000 0 0 0 0 60,000 0 0 (60,000) 0 (60,000) 0 0 0 (60,000) (0.004) 0
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