-----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, Fl/i7KmHk5IGKNP2w5MqrHXiuCauu9EHk5nwV3se72bm4k6v7nBqwp7zLfP+zShv rrYMerahdgsDvQFNEgWQvw== 0001010549-03-000484.txt : 20030902 0001010549-03-000484.hdr.sgml : 20030901 20030902144659 ACCESSION NUMBER: 0001010549-03-000484 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MB SOFTWARE CORP CENTRAL INDEX KEY: 0000714256 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 592219994 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11808 FILM NUMBER: 03876078 BUSINESS ADDRESS: STREET 1: 2225 E RANDOL MILL RD STREET 2: STE 305 CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: 8177928872 MAIL ADDRESS: STREET 1: 2225 EAST RANDOL MILL RD STREET 2: SUITE 305 CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: INAV TRAVEL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE TREAT CORP DATE OF NAME CHANGE: 19910220 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE FREEZ CORP DATE OF NAME CHANGE: 19840917 10QSB 1 mb10qsb063003.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2003 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File No. 0-11808 MB SOFTWARE CORPORATION Texas 59-2220004 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2225 E. Randol Mill Road - Suite 305 Arlington, Texas 76011-6306 (817) 633-9400 Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for 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 [_] No [X] As of August 12, 2003, 822,810 of the Issuer's $.001 par value common stock were outstanding. Transitional Small Business Disclosure Format Yes [_] No [X] MB SOFTWARE CORPORATION AND SUBSIDIARIES Form 10-QSB Quarter Ended June 30, 2003 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheet as of June 30, 2003 (Unaudited)................. 3 Consolidated Statements of Operations for the three and six months ended June 30, 2003 and 2002 (Unaudited)................................. 4 Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 (Unaudited)................................. 5 2 MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (unaudited) JUNE 30, 2003 ASSETS - ------ Current Assets Cash $ 139 ----------- Total Assets $ 139 =========== LIABILITIES AND STOCKHOLDERS' DEFICIENCY - ---------------------------------------- Current Liabilities Advances from related parties $ 5,900 Stockholders' Deficiency Preferred stock, $10 par value, 5,000,000 shares authorized; issued and outstanding - none -- Common stock: $0.001 par value; 20,000,000 shares authorized; issued and outstanding - 822,810 shares 823 Additional paid-in capital 8,632,456 Accumulated deficit (8,627,001) ----------- 6,278 Less, treasury stock, at cost; 4,089 shares (12,039) ----------- Total stockholders' deficiency (5,761) ----------- Total liabilities and stockholders' deficiency $ 139 =========== See condensed notes to consolidated financial statements. 3
MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 Three months Three months Six months Six months ended ended ended ended June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002 ---------------------------------------------------------------- Revenues $ -- $ -- $ -- $ -- Cost of revenues -- -- -- -- ---------------------------------------------------------------- Gross profit -- -- -- -- Operating Expenses Selling, general and administrative (5,481) (326,534) (5,912) (630,019) ---------------------------------------------------------------- Loss from operations (326,534) (630,019) Other Income (Expense) Write off net assets of Portalook -- (292,347) -- (292,347) Write off of receivables - related party -- (397,359) -- (397,359) Interest expense -- (22,984) -- (187,124) Interest income -- 6,586 -- 14,497 ---------------------------------------------------------------- Total other income (expense) -- (706,104) -- (862,333) ---------------------------------------------------------------- Loss before benefit for income taxes (5,481) (1,032,638) (5,912) (1,492,352) Benefit for income taxes -- 70,625 -- 78,676 ---------------------------------------------------------------- Loss from continuing operations (5,481) (962,013) (5,912) (1,413,676) Discontinued operations, net of tax effect -- 137,092 -- 152,720 ---------------------------------------------------------------- Net loss $ (5,481) $ (824,921) $ (5,912) $ (1,260,956) ================================================================ Loss from continuing operations $ (5,481) $ (962,013) $ (5,912) $ (1,413,676) Plus cumulative preferred stock dividends -- (28,333) -- (113,333) ---------------------------------------------------------------- Loss available to common stockholders $ (5,481) $ (990,346) $ (5,912) $ (1,527,009) ================================================================ Basic and Diluted Loss Per Share: Continuing operations $ (0.01) $ (1.26) $ (0.01) $ (1.89) Discontinued operations -- 0.18 -- 0.20 ---------------------------------------------------------------- $ (0.01) $ (1.08) $ (0.01) $ (1.69) ================================================================ Weighted average common shares outstanding 822,810 763,854 822,810 747,423 ================================================================
See condensed notes to consolidated financial statements. 4
MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) SIX MONTHS ENDED JUNE 30, 2003 AND 2002 2003 2002 -------------------------- Cash Flows From Operating Activities Loss from continuing operations $ (5,912) $(1,413,676) Adjustments to reconcile loss from continuing operations to net cash used in operating activities: Depreciation and amortization -- 71,480 Common stock issued for services and consulting costs -- 46,000 Accretion of debt -- 68,747 Disposal of fixed assets -- 5,038 Write off net assets of Portalook -- 292,347 Write off related party notes receivable and accrued interest receivable -- 397,359 Changes in assets and liabilities: (Increase) decrease in prepaid expenses and other -- (12,919) Increase (decrease) in accounts payable -- 20,747 Increase (decrease) in accrued liabilities -- 26,358 -------------------------- Net cash used in continuing operations (5,912) (498,519) Net cash from discontinued operations -- (138,176) -------------------------- Net cash used in operating activities (5,912) (636,695) Cash Flows From Investing Activities Capital expenditures -- -- -------------------------- Net cash used in investing activities -- -- Cash Flows From Financing Activities Bank overdraft -- (13,785) Common stock issued for cash -- 1,000 Principal payments on borrowings (68,226) Proceeds from loans and warrants 5,900 717,706 -------------------------- Net cash provided by financing activities 5,900 636,695 -------------------------- Increase (decrease) in cash (12) -- Cash and cash equivalents, beginning of period 151 -- -------------------------- Cash and cash equivalents, end of period $ 139 $ -- ========================== Cash paid during the period for interest -- $ 66,911 ========================== Supplemental noncash investing and financing activities: Fair value of assets exchanged in connection with the Restructure and Settlement Agreement dated November 5, 2001 (settled May 8, 2002) (Note 3) -- $ 3,943,928 ========================== Notes receivable, impaired -- $ 397,359 ==========================
See condensed notes to consolidated financial statements. 5 MB SOFTWARE CORPORATION AND SUBSIDIARIES MB SOFTWARE CORPORATION QUARTER ENDED JUNE 30, 2003 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulations S-X. They do not include all information and notes required by generally accepted accounting principles in the United States of America for complete financial statements. However, except as disclosed, there has been no material change in the information disclosed in the notes to consolidated financial statements included in the Annual Report on Form 10-KSB of MB Software Corporation (the Company) for the year ended December 31, 2002. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the operating results for the six month period ended June 30, 2003, and are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. NOTE 2: GOING CONCERN The financial statements have been prepared on a going concern basis, which contemplates realization of assets and liquidation of liabilities in the ordinary course of business. The Company has continuously incurred losses from operations and has a significant accumulated deficit. The appropriateness of using the going concern basis is dependent upon the Company's ability to obtain additional financing or equity capital and, ultimately, to achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company does not currently have any business operations. The Company has explored the possibility of selling or merging with another Company. Although the Company has not entered into any binding agreement to effect such a transaction, the board of directors of the Company does consider such offers and would consider all of the terms of any such offer as part of its fiduciary duty to determine whether any such transaction is in the best interest of the Company's stockholders. If the board of directors does determine that a sale or merger of the Company is in the best interests of the Company's stockholders, the board of directors may determine to pursue such a transaction and the consideration to be paid in connection with such transaction would be used to expand our business and fund future operations. There is not assurance the Company can raise funds through a sale or equity transaction, or if such funding is available, that it will be on favorable terms. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Caution Concerning Forward-Looking Statements/Risk Factors - ---------------------------------------------------------- The following discussion should be read in conjunction with the Company's financial statements and the notes thereto and the other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain certain forward-looking information. When used in this discussion, the words "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and 6 uncertainties, which could cause actual results to differ materially from those projected due to a number of factors beyond our control. The Company does not undertake to publicly update or revise any of its forward-looking statements even if experience or future changes show that the indicated results or events will not be realized. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. You are also urged to carefully review and consider our discussions regarding the various factors, which affect our business, included in this section and elsewhere in this report. Factors that might cause actual results, performance or achievements to differ materially from those projected or implied in such forward-looking statements include, among other things: (i) the impact of competitive products; (ii) changes in law and regulations; (iii) adequacy and availability of insurance coverage; (iv) limitations on future financing; (v) increases in the cost of borrowings and unavailability of debt or equity capital; (vi) the effect of adverse publicity regarding our products; (vii) the inability of the Company to gain and/or hold market share; (viii) exposure to and expense of resolving and defending product liability claims and other litigation; (ix) consumer acceptance of the Company's products; (x) managing and maintaining growth; (xi) customer demands; (xii) market and industry conditions including pricing and demand for products, (xiii) the success of product development and new product introductions into the marketplace; (xiv) the departure of key members of management; (xv) the ability of the Company to efficiently market its products; as well as other risks and uncertainties that are described from time to time in the Company's filings with the Securities and Exchange Commission Plan of Operation - ----------------- The Company does not currently have any business operations. The Company has explored the possibility of selling or merging with another Company. Although the Company has not entered into any binding agreement to effect such a transaction, the board of directors of the Company does consider such offers and would consider all of the terms of any such offer as part of its fiduciary duty to determine whether any such transaction is in the best interest of the Company's stockholders. If the board of directors does determine that a sale or merger of the Company is in the best interests of the Company's stockholders, the board of directors may determine to pursue such a transaction and the consideration to be paid in connection with such transaction would be used to expand our business and fund future operations. There is not assurance the Company can raise funds through a sale or equity transaction, or if such funding is available, that it will be on favorable terms. Liquidity and Capital Resources - ------------------------------- As of June 30, 2003, we did not have any significant assets. Our future funding requirements will depend on numerous factors, some of which are beyond the Company's control. These factors include our ability to operate profitably, recruit and train management and personnel, and to compete with other, better-capitalized and more established competitors. We believe that the Company can satisfy its cash requirements over the next twelve months by advances from shareholders and/or through debt or equity offerings and private placements in order to expand the range and scope of our business operations. There is no assurance that such additional funds will be available for the Company to finance its operations on acceptable terms, if at all. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company's operations, once a suitable business opportunity has been identified. Due to the "start up" nature of the Company's business, the Company expects to incur losses as it expands. The Company does not anticipate incurring significant research and development costs, the purchase of any major equipment, or any significant changes in the number of its employees over the next twelve months. 7 ITEM 3. CONTROLS AND PROCEDURES The President, who is also the chief executive officer and the chief financial officer of the Company, has concluded based on his evaluation as of a date within 90 days prior to the date of the filing of this Report, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Registrant's management, including the president, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation. 8 PART II - OTHER INFORMATION ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Exhibits 3.1 Articles of Incorporation* 3.2 Bylaws* 31 Certifications Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002* 32 Certifications Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002* - -------------- * Filed herewith (b) Reports on Form 8-K The Company filed no reports on Form 8-K during the quarter ended June 30, 2003. 9 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MB SOFTWARE CORPORATION Date: Aug. 29, 2003 /s/ Scott A. Haire -------------------------------------- Scott A. Haire, Chairman of the Board, Chief Executive Officer and President (Principal Financial Officer) 10 EX-31 3 mb10qsbex31063003.txt SECTION 302 CERTIFICATION OF CEO & CFO EXHIBIT 31 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Scott A. Haire, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of MB Software Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposed in accordance with generally accepted accounting principals; c. evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in the report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent function): a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: Aug. 29 , 2003 /S/ Scott A. Haire Scott A. Haire, Chief Executive Officer and principal accounting officer EX-32 4 mb10qsbex32063003.txt SECTION 906 CERTIFICATION OF CEO & CFO EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of MB Software Corporation on Form 10-QSB for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott A. Haire, Chief Executive Officer and principal financial officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /S/ Scott A. Haire Scott A. Haire, Chairman of the Board, (Chief Executive Officer and Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----