-----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, TY43T+iZSeCMScg4t53bAhXCuPnboNEhX1Aq0kzMlQlFZU7pTXobOvKI4OFjnvgV M0fTGeIB+dftCkEO253b6Q== 0000950138-01-500033.txt : 20010515 0000950138-01-500033.hdr.sgml : 20010515 ACCESSION NUMBER: 0000950138-01-500033 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IKON VENTURES INC CENTRAL INDEX KEY: 0001043105 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29331 FILM NUMBER: 1632915 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 form10qsb_051401.txt FORM 10-QSB - PERIOD ENDING MARCH 31, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 March 31, 2001 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 May 5, 2001 the registrant had 310,890 shares of Common Stock outstanding. IKON VENTURES, INC. FORM 10-QSB For the Quarter Ended March 31, 2001 Index Page Number PART I FINANCIAL INFORMATION Item 1 Balance Sheets at March 31, 2001 and December 31, 2000 3 (unaudited for March 31, 2001 period) Statements of Operations for the three month periods ended March 31, 2001 and March 31, 2000 (unaudited) 4 Statements of Cash Flows for the three month periods ended March 31, 2001 and March 31, 2000 (unaudited) 5 Notes to Unaudited Financial Statements 6 Item 2 Management's Discussion and Analysis or Plan of Operation 11 PART II Item 1 Legal Proceedings 12 Item 2 Changes in Securities 12 Item 3 Defaults Upon Senior Securities 12 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 5 Other Information 12 Item 6 Exhibits and Reports on Form 8 - K 12 2 IKON VENTURES, INC. BALANCE SHEETS
March 31, 2001 December 31, Notes (Unaudited) 2000 $000 $000 Assets Current assets Cash and cash equivalents 0 19 Prepaid and other current assets 3 3 --------- --------- Total current assets 3 22 Property, plant and equipment, net 2 3 5 25 ========= ========= Liabilities and stockholders' equity Current liabilities Trade accounts payable 37 6 Accrued expenses and other 158 169 --------- --------- Total current liabilities 195 175 Total liabilities 195 175 --------- --------- Stockholders' equity Common stock, $0.001 par value. Authorized 100,000,000 shares; issued and 31 31 outstanding 310,890 shares in 2001 and 31,089,000 shares in 2000 Additional paid-in capital 11,799 11,799 Accumulated deficit (12,020) (11,980) --------- --------- Total stockholders' equity (190) (150) --------- --------- Total liabilities and stockholders' equity 5 25 ========= =========
The accompanying notes are an integral part of these financial statements. 3 IKON VENTURES, INC. STATEMENTS OF OPERATIONS THREE MONTH PERIODS ENDED MARCH 31, 2001 AND MARCH 31, 2000 (UNAUDITED)
Notes March 31, 2001 March 31, 2000 $000 $000 Net sales - - Cost of goods sold - - --------- --------- Gross profit - - Selling, general and administrative expenses (40) (167) --------- --------- Operating loss - continuing operations (40) (167) Loss from continuing operations before provision for income taxes (40) (167) Provision for income tax 5 - - --------- --------- Loss from continuing operations (40) (167) Net loss 2 (40) (167) ========= ========= Loss per common share (basic) ($0.129) ($0.011) ========= =========
The accompanying notes are an integral part of these financial statements. 4 IKON VENTURES, INC. STATEMENTS OF CASH FLOWS THREE MONTH PERIODS ENDED MARCH 31, 2001 AND MARCH 31, 2000 (UNAUDITED) Note March 31, 2001 March 31, 2000 $000 $000 Net cash used by operating activities 6 (19) (4) --------- --------- Cash flows from investing activities Proceeds from disposal of discontinued operations - - Proceeds from disposal of property, plant and equipment - - --------- --------- Net cash provided by investing activities - - --------- --------- Cash flows from financing activities Proceeds from issuance of common stock - - Net cash provided by financing activities - - --------- --------- Net decrease in cash and cash equivalents (19) (4) Cash and cash equivalents at beginning of year 19 13 --------- --------- Cash and cash equivalents at March 31 0 9 ========= ========= Major non-cash transactions In February, 2001 the Company effected a one for one hundred reverse stock split.
The accompanying notes are an integral part of these financial statements. 5 IKON VENTURES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 2001 1 Summary of significant accounting policies and practices (a) 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 March 31, 2001 and 2000. (e) Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized 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 recognized in income in the period that includes the enactment date. IKON VENTURES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 2001 (continued) 1 Summary of significant accounting policies and practices (continued) (f) Commitments 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 realization 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. (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. IKON VENTURES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 2001 (continued) 1 Summary of significant accounting policies and practices (continued) (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 recognized 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. 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 realization 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. Management's future plans for the Company are to enter into a business combination with one or more as yet unidentified privately held 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. IKON VENTURES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 2001 (continued) 3 Acquisitions and dispositions There have been no acquisitions or dispositions in 2000 and 2001. 4 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. 5 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. 6 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:
March 31, 2001 March 31, 2000 $000 $000 Net loss (40) (167) Adjustments to reconcile loss to net cash provided by operating activities: Issue of common stock in payment of supplier - 40 Changes in assets and liabilities net of effect from acquisitions and disposals: Depreciation and amortisation of property, plant and equipment 1 - (Decrease) increase in accounts payable 31 47 (Decrease) increase in accrued expenses and liabilities (11) 36 Decrease (increase) in prepayments and other assets - 40 --------- --------- Cash used by operating activities (19) (4)
9 IKON VENTURES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS March 31, 2001 (continued) 7 Stock option and compensation plans In 1999, the Company adopted the Ikon Ventures, Inc.1999 Incentive Program ( the "1999 Plan") that permits the granting of any or all of the following types of awards: stock options, stock appreciation rights, in tandem with stock options or free standing, and restricted stock grants. The aggregate number of shares that may be issued or transferred under the 1999 Plan is 22,500 ( after giving effect to the reverse split effected in February 2001), subject to adjustment under certain circumstances. As of March 31, 2001, no award had been made under the 1999 Plan. In February 2001, the Company adopted the Ikon Ventures, Inc. 2001 Stock Compensation Plan (the "2001 Plan") that provides for the payment of compensation for services rendered through the award of shares of the Company's common stock. The aggregate number of shares that may be awarded under the 2001 Plan is 5,000,000 provided that no award may be issued that would bring the total of all outstanding awards under the 2001 Plan to more than 20% of the total number of shares of the Company's common stock at the time outstanding. As of March 31, 2001, no award had been made under the 2001 Plan. 8 Related party transactions Mr. I.W. Rice, a director of the Company, paid the following amounts in settlement of a debt to a supplier during the three month period ended March 31 2000. The amounts paid have been shown as a liability of the Company and are payable to Mr. Rice. March 31, 2001 March 31, 2000 $000 $000 Debt settled on behalf of IKON - 15 ========== ========== 9 Business and credit concentrations The business is not currently trading and has no concentration of business or credit risk. 10 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 March 31, 2001 and May 5, 2001, the Company had no liquid assets. 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 if it makes or attempts to make an acquisition. The Company expects no significant operating costs other than professional fees payable to attorneys and accountants. The Company does not anticipate that funding will be necessary in order to complete a proposed business 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. Other routine expenses, such as making required filings with the SEC and related expenses will inevitably be incurred. In order to pay these, the Company will be forced to borrow money or prevail upon existing shareholders to provide additional capital, whether as a loan or investment, to the Company. It is by no means certain that existing shareholders will want or be financially able to do so. There are no plans to sell additional securities of the Company to raise capital. The Company's failure for any reason to timely file reports required under the Securities Exchange Act of 1934, as amended, could subject it to fines and penalties and make it less desirable to a potential combination candidate. None of these sources of funds is assured and, if no funds can be raised, the Company may be effectively unable to pursue its business plan. The Company's shareholders and management members who advance money to the Company to cover operating expenses will expect to be reimbursed by the company acquired, prior to or simultaneously with the completion of a combination. The Company has no intention of borrowing money to pay any officer, director or shareholder of the Company or their affiliates. 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. 11 PART II OTHER INFORMATION Item 1 Legal Proceedings None Item 2 Changes in Securities None Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders At a duly called special shareholders' meeting on February 16, 2001, the shareholders of the Company approved the following actions by the votes indicated:
Matter Number of Votes For Number of Votes Against Abstentions - ------ ------------------- ----------------------- ----------- One-for-one-hundred reverse stock split 16,000,500 500 250 of the issued and outstanding shares of Common Stock Adoption of 2001 Employee Stock 16,000,750 500 0 Compensation Plan Amendments to Bylaws 16,000,750 0 500
Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None 12 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 May 14, 2001 By: /s/ Ian Rice ------------------------------- Ian Rice Chairman and CEO -----END PRIVACY-ENHANCED MESSAGE-----