-----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, L0SXjk5boL39sMiGPPclrvbbrO/E/D3fVa2AXLxYpEIgK8jQfSJ9ETpPp3xD4a6C Bp9qTmY6Jt1IYgiLtMA3CQ== 0000912057-01-540898.txt : 20020411 0000912057-01-540898.hdr.sgml : 20020411 ACCESSION NUMBER: 0000912057-01-540898 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010731 FILED AS OF DATE: 20011126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE INTERNATIONAL CORP /NV/ CENTRAL INDEX KEY: 0000831378 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 760251547 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-20966 FILM NUMBER: 1799099 BUSINESS ADDRESS: STREET 1: 150 LASER COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 6312317575 MAIL ADDRESS: STREET 1: 1825 EYE STREET, N.W., SUITE 400 CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: CONDOR WEST CORP DATE OF NAME CHANGE: 19920703 10QSB 1 a2064561z10qsb.txt 10QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2001 --------------------- [] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _____________ to _________________ Commission file number 033-20966 ---------- Online International Corporation ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 76-0251547 - --------------------------------- --------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 1825 I Street, N.W., Suite 400, Washington, D.C. 20009 ------------------------------------------------------ (Address of principal executive offices) (202) 429-2001 ------------------------------------------------ (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the 90 days. Yes /X/ No / / APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: Common stock, $.001 par value: 34, 985,241 shares - ------------------------------------------------- PART I. FINANCIAL INFORMATION ONLINE INTERNATIONAL CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (UNAUDITED) JULY 31, 2001 ASSETS CURRENT ASSETS Cash and cash equivalents $ 430,095 ----------- Total Current Assets 430,095 ----------- OTHER ASSETS Investments 250,000 Notes receivable 746,894 ----------- TOTAL ASSETS $ 1,426,989 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accrued expenses $ 38,085 Income taxes payable 45,960 ----------- Total Current Liabilities 84,045 ----------- STOCKHOLDERS' EQUITY 5% preferred stock, no par value; 20,000,000 shares authorized, 7,800,156 issued and outstanding 1,584,855 Common stock, $.001 par value; 100,000,000 shares authorized, 5,818,547 shares issued and 5,617,089 shares outstanding in 2000 5,818 Additional paid-in capital 1,436,559 Accumulated deficit (1,684,288) Treasury Stock, at cost, 201,458 shares -- ----------- Total Stockholders' Equity 1,342,944 ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,426,989 ===========
See notes to unaudited consolidated financial statements. ONLINE INTERNATIONAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the six months ended July 31, ---------------------------- 2001 2000 ------------ ------------ NET SALES $ -- $ 4,165,780 COST OF GOODS SOLD -- 3,908,227 ------------ ------------ GROSS PROFIT -- 257,553 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 187,267 499,658 ------------ ------------ INCOME FROM OPERATIONS (187,267) (242,105) OTHER INCOME (EXPENSE) Gain on sale of assets -- 1,073,675 Interest income 48,955 Interest expense -- -- (53,345) Total other income 48,955 (1,020,330) ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES (138,312) 778,225 Income tax expense 23,924 851,900 ------------ ------------ NET LOSS (162,236) (73,675) ------------ ------------ ACCUMULATED DEFICIT, beginning of period (1,522,052) (1,321,380) ------------ ------------ ACCUMULATED DEFICIT, end of period $ (1,684,288) $ (1,395,055) ============ ============ Weighted average number of shares outstanding - Basic 5,818,547 5,818,547 ============ ============ Weighted average number of shares outstanding - Diluted 13,618,703 13,618,703 ============ ============ Net income (loss) per common share - Basic $ (0.03) $ (0.01) ============ ============
See notes to unaudited consolidated financial statements. ONLINE INTERNATIONAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
For the six months ended July 31, -------------------------- 2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (162,236) $ (73,675) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization -- 124,851 Gain on sale of assets -- (1,073,675) Deferred taxes -- 823,000 Change in: Accounts receivable -- 106,334 Inventories -- 26,667 Prepaid expenses and other 3,196 59,809 Security deposits -- 21,655 Accounts payable -- (30,142) Accrued expenses and other (28,361) (21,922) ----------- ----------- Net Cash Used in Operating Activities (187,401) (37,098) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Collection of notes receivable 64,028 1,000,800 Investment in government securities -- (850,000) Acquisition of property and equipment -- (51,971) Proceeds from sale of assets -- 40,948 Proceeds from sale of unconsolidated subsidiary (250,000) 15,932 ----------- ----------- Net Cash Used in Investing Activities (185,972) (155,709) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Payment of long term debt -- (84,060) Payment of capital lease obligations -- (53,416) ----------- ----------- Net Cash Provided by Financing Activities -- (137,476) ----------- ----------- NET INCREASE IN CASH (373,373) (18,865) CASH AND CASH EQUIVALENTS Beginning of period 803,468 40,956 ----------- ----------- End of period $ 430,095 $ 22,091 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Income taxes $ 5,791 $ 369 =========== =========== Interest -- $ 53,345 =========== ===========
See notes to unaudited consolidated financial statements. ONLINE INTERNATIONAL CORPORATION AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2001 The accompanying unaudited financial statements do not include all the information and footnotes necessary for a complete presentation of the Company's financial position, results of operations, cash flows and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company's annual report for the year ended January 31, 2001. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position of the Company have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2001 are not necessarily indicative of the results that can be expected for the year ended January 31, 2002. See the "Subsequent Event" footnote below. INCOME TAXES Deferred income taxes at July 31, 2001 consist of the following: Deferred tax assets $ 740,000 Deferred tax liabilities -- Valuation allowance (740,000) ---------- $ -- ---------- The valuation allowance increased by $48,834 during the six months ended July 31, 2001. SUBSEQUENT EVENT On August 9, 2001, pursuant to a stock purchase agreement dated April 20, 2001, the Company acquired all of the outstanding capital stock of Priory Marketing Ltd. and renamed it Finotec Ltd. ("Finotec") in exchange for 21,500,000 shares of the Company's Common Stock. Finotec owns 99.7% of the issued and outstanding shares of capital stock of Forexcash Global Trading Ltd. ("Forexcash"), which is the owner of certain software, equipment, intellectual property and contracts. Forexcash is in the business of developing and marketing software for electronic trading of foreign currency through the Internet. The Company intends to continue the business of Forexcash. In connection with the acquisition, the stockholders of the Company voted to amend the articles of incorporation of the Company such that immediately upon the closing of the acquisition each outstanding share of the Company's Series A Preferred Stock automatically converted into one share of Common Stock. As of December 31, 2000, Finotec's assets were approximately $175,000 and its liabilities were approximately $195,000. For the year ended December 31, 2000, Priory had no revenues and a net loss of approximately $65,000. ONLINE INTERNATIONAL CORPORATION AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS JULY 31, 2001 As part of the Company's strategy to seek a trading status for its publicly held shares the Company reviewed potential investment opportunities in various sectors as diverse as medical record/artificial intelligence, biotechnology and internet currency trading. As the Company has limited resources, the choices were somewhat restricted. Towards the end of the prior fiscal year, the Company commenced negotiations with a view to acquiring a large interest in a company whose software and web site seeks to offer foreign exchange investments to the general public. On August 9, 2001, pursuant to a stock purchase agreement dated April 29, 2001, the Company acquired all of the outstanding capital stock of Priory Marketing Ltd. and renamed it Finotec Ltd. ("Finotec") in exchange for 21,500,000 shares of Common Stock. Finotec owns 99.7% of the issued and outstanding shares of capital stock of Forexcash Global Trading Ltd. ("Forexcash"), which is the owner of certain software, equipment, intellectual property and contracts. Forexcash is in the business of developing and marketing software for electronic trading of foreign currency through the Internet. The Company intends to continue the business of Forexcash. A. LIQUIDITY AND CAPITAL RESOURCES The Company's cash position, including cash equivalents, at July 31, 2001 was approximately $430,000, a decrease of approximately $373,000 from January 31, 2001. This decrease is primarily from the loan investment of $250,000 in Priory and management and legal fees incurred during the six months ended July 31, 2001. B. RESULTS OF OPERATIONS: SIX MONTHS ENDED JULY 31, 2001 Since the sale of the business assets of the Company's subsidiary, Printing Associates Inc., on July 17, 2000, the Company earned only interest income from cash investments and notes receivables. Approximately $12,000 of interest was received from cash investments during the six months ended July 31, 2001. The Company also collected two quarterly payments totaling $101,000 in respect of the note from the purchasers of the assets of the Company's subsidiary. Of this amount, approximately $37,000 represents interest. Management and legal fees, primarily in connection with the implementation of the Company's investment and acquisition strategy, were approximately $139,000 during the six months ended July 31, 2001. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. During the reporting period, the holders of the Company's Common Stock and the Company's Series A Preferred Stock approved on amendment to the Articles of Incorporation by written consents in accordance with the laws of Nevada. The amendment provided for the automatic conversion of the Series A Preferred Stock into Common Stock upon the closing of the acquisition of Priory Marketing Ltd. Such closing occurred on August 9, 2001. Holders of 4,661,965 shares of Series A Preferred Stock consented to the amendment and holders of 3,698,766 shares of Common Stock consented to the amendment. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit 3(i).1. Amendment to the Articles of Incorporation. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ONLINE INTERNATIONAL CORPORATION Date: October 3, 2001 /s/ Didier Essemini ----------------------------------------- Didier Essemini President EX-3.(I)1 3 a2064561zex-3_i1.txt EXHIBIT 3.(I)1 Exhibit 3(i).1 The paragraph entitled "Conversion" in Article Fourth, Section 2 of the Company's Articles of Incorporation is amended by adding the following sentence at the end of such paragraph: Each outstanding Series A Preferred Share shall automatically convert (without any action on the part of the holder thereof) into one share of common stock, $.001 par value, of the Corporation on the date of, and effective upon, the closing of the transactions contemplated by that certain Stock Purchase Agreement dated as of April 29, 2001 by and among the Corporation, Oselka Heled Trustee Ltd., Oritz Ltd., SBFT & Co. Ltd., Winhall Holding Ltd., Paradis Global Ltd., Gan Paradis Ltd., Bee Byte Ltd., Lotus Invest Ltd., Seapen Corporation Ltd., Patrick Chemoul, Priory Marketing Ltd. and Forexcash Global Trading Ltd. -----END PRIVACY-ENHANCED MESSAGE-----