-----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, SytC2CkPf+W+VB56rACFyF4SJOn1vCdD4TuHBr01luuQAqX/1yI4jPrkfGtdafqV aiz/wJuMKpJzFJRHXtr8Vw== 0001016843-00-000171.txt : 20000225 0001016843-00-000171.hdr.sgml : 20000225 ACCESSION NUMBER: 0001016843-00-000171 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990830 FILED AS OF DATE: 20000224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTIMARK DATA SYSTEMS INC CENTRAL INDEX KEY: 0000941904 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 133583255 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-25706 FILM NUMBER: 552668 BUSINESS ADDRESS: STREET 1: 6800 N DALE MABRY HWY STREET 2: #100 CITY: TAMPA STATE: FL ZIP: 33614 BUSINESS PHONE: 8138826567 MAIL ADDRESS: STREET 1: 6800 N DALE MABRY HWY STREET 2: #100 CITY: TAMPA STATE: FL ZIP: 33614 10QSB 1 UNITED STATES 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 8/30/99 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file number _______________________________________ OPTIMARK DATA SYSTEMS, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) BRITISH COLUMBIA 13-3583255 - ---------------------------- -------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 6800 NORTH DALE MABRY HWY., SUITE 100 TAMPA FL 33614 ---------------------------------------------------- (Address of principal executive offices) (813) 882-6567 --------------------------- (Issuer's telephone number) ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 27,772,664 as of August 31,1999 Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X ] OPTIMARK DATA SYSTEMS INC. INDEX TO FORM 10-QSB PART I. FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED AUGUST 31, 1999 (WITH COMPARATIVE FIGURES FOR THE NINE MONTHS ENDED AUGUST 31, 1998) STATEMENT "A" - CONSOLIDATED BALANCE SHEET STATEMENT "B" - CONSOLIDATED STATEMENT OF DEFICIT STATEMENT "C" - CONSOLIDATED STATEMENT OF LOSS STATEMENT "D" - CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION SCHEDULE "1" - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS STATEMENT "A" OPTIMARK DATA SYSTEMS INC. CONSOLIDATED BALANCE SHEET AUGUST 31, 1999(CANADIAN FUNDS) ASSETS 1999 1998 ---- ---- CURRENT ASSETS Cash $ 24,953 $ 3,298 Accounts receivable 90,556 178,827 Inventory (note 3) 11,325 7,797 Prepaid expenses -- 18,712 Loan receivable (note 6) 350,975 -- TOTAL CURRENT ASSETS $477,809 $208,634 LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998 ---- ---- CURRENT LIABILITIES Accounts payable $ 115,726 $ 1,012,928 Foreign taxes payable 1,140 1,191 Loan payable (note 7) 328,931 -- TOTAL CURRENT LIABILITIES 445,797 1,014,119 SHAREHOLDERS' EQUITY (DEFICIT) Share capital (note 4) 8,821,258 8,026,836 Deficit - Per Statement "B" (8,789,246) (8,832,321) TOTAL SHAREHOLDERS EQUITY (DEFICIT) 32,012 (805,485) GOING CONCERN ASSUMPTIONS (note 1) $ 477,809 $ 208,634 SEE NOTICE TO READER THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. STATEMENT "B" OPTIMARK DATA SYSTEMS INC. CONSOLIDATED STATEMENT OF DEFICIT FOR THE NINE MONTHS ENDED AUGUST 31, 1999 (CANADIAN FUNDS) 1999 1998 ---- ---- DEFICIT, beginning of period $(8,168,822) $(8,873,600) NET INCOME (LOSS) FOR THE PERIOD - Per Statement "C" (121,815) 580,104 (8,290,637) 8,293,496 DEFERRED LOSS ON FOREIGN EXCHANGE ON CONSOLIDATION (498,609) (538,825) DEFICIT, end of period - To Statement "A" $(8,789,246) $(8,832,321) SEE NOTICE TO READER THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. STATEMENT "C" OPTIMARK DATA SYSTEMS INC. CONSOLIDATED STATEMENT OF LOSS FOR THE NINE MONTHS ENDED AUGUST 31, 1999 (CANADIAN FUNDS) 1999 1998 ---- ---- SALES $ 164,342 $ 218,349 COST OF SALES 80,398 55,626 GROSS INCOME (LOSS) 83,944 162,723 SELLING EXPENSES -- -- GENERAL AND ADMINISTRATIVE EXPENSES 71,183 66,821 NET INCOME (LOSS) BEFORE OTHER ITEM 12,761 95,902 OTHER ITEM Gain (loss) on foreign exchange (134,576) 484,202 NET INCOME (LOSS) FOR THE PERIOD To Statement "B" $(121,815) $ 580,104 NET INCOME (LOSS) PER SHARE $ (0.004) $ 0.024 SEE NOTICE TO READER THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. STATEMENT "D" OPTIMARK DATA SYSTEMS INC. CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION FOR THE NINE MONTHS ENDED AUGUST 31, 1999 (CANADIAN FUNDS) 1999 1998 ---- ---- CASH RESOURCES PROVIDED BY (USED IN) OPERATING ACTIVITIES Income (Loss) for the period - Per Statement "C" $(121,815) $ 580,104 Items not affecting cash: Changes in non-cash working capital (781,756) (385,599) (903,571) 194,505 FINANCING ACTIVITIES Sale of capital stock: Cash consideration 109,477 281,312 For services and debt settlement 665,904 -- Loan receivable (350,975) -- Loan payable 328,931 -- 753,337 281,312 DEFERRED LOSS ON FOREIGN EXCHANGE 152,719 (538,825) NET INCREASE (DECREASE) IN CASH 2,485 (63,008) CASH POSITION, beginning of period 22,468 66,306 CASH POSITION, end of period $ 24,953 $ 3,298 SEE NOTICE TO READER THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. SCHEDULE "1" OPTIMARK DATA SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1999 (CANADIAN FUNDS) 1. GOING CONCERN ASSUMPTIONS The financial statements have been prepared assuming the Company will continue as a going concern. The Florida operation is not generating sufficient cash flow to sustain operations and is dependent upon the Parent Company's ability to raise further financing during the coming year. Uncertainty exists as to the Parent Company's ability to raise further finance to sustain operations. However, management has been and is currently active in raising funds for marketing programs and operations. The Company has converted 665,904 dollars of debt into common shares (see note 4(iv)) in the first quarter. 2. ACCOUNTING POLICIES a) Consolidation The Consolidated Financial Statements include the accounts of Optimark Corporation, its 100% controlled subsidiary. All significant inter-company transactions were eliminated after the April 23, 1992 acquisition date. The business combination has been considered as an acquisition rather than a merger. The excess of the consideration paid for the shares of the subsidiary over the underlying net book value at the date of acquisition was treated as consolidated goodwill. Goodwill has been written off in the year of acquisition. b) Inventories Inventories are stated at the lower of cost or market value. c) Deferred Development Expenditures The cost of purchased or previously developed computer software that is to be sold or marketed was capitalized and is amortized using the straight-line method over the estimated economic life, generally five years. SEE NOTICE TO READER SCHEDULE "1" PAGE 2 OPTIMARK DATA SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1999 (CANADIAN FUNDS) 2. ACCOUNTING POLICIES (CONTINUED) a) Loss Per Share The loss per share calculations are based on the weighted average number of shares outstanding throughout the year. The number of shares calculated are as follows: Nine months ended August 31, 1999 27,282,710 Nine months ended August 31, 1998 24,268,680 b) Foreign Currency Translation The Company's operations are of a self-sustaining nature. The accounts are translated to Canadian dollars on the following basis: (i) Assets and liabilities at the rate in effect at the balance sheet date (ii) Revenue and expense at the average exchange rate for the year. 3. INVENTORY 1999 1998 ---- ---- Customized print forms $ 11,325 $ 7,797 SEE NOTICE TO READER SCHEDULE "1" PAGE 3 OPTIMARK DATA SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1999 (CANADIAN FUNDS) 4. SHARE CAPITAL (i) Authorized: 100,000,000 shares, no par value
Issued: Common: 1999 SHARES 1998 SHARES 1999 AMOUNT 1998 AMOUNT ----------- ----------- ----------- ----------- Balance, beginning of period 25,039,314 23,397,996 $8,030,148 $7,745,524 During the period: Cash offerings 715,460 1,626,757 125,206 281,312 Non-cash consideration 2,017,890 -- 665,904 -- 2,733,350 1,626,757 791,110 281,312 Balance, end of period 27,772,664 25,024,753 $8,821,258 $8,026,836
(ii) Shares issued on exercise of warrants to Frank and Sally Greggo on October 19, 1998, in exchange for services have been reversed on the financial statements and services will be presented as accounts payable. The Company will obtain regulatory approval for the share issue for services. In the prior year, amounts were presented as accounts payable for reversal of share issues. Part of these payables has been forgiven and the remaining represents debt to be converted to equity in 1999. (iii) 715,460 Warrants were exercised during the period for gross proceeds of 125,206 dollars Canadian. (iv) The Company obtained regulatory approval to convert debt of 665,904 dollars Canadian into 2,017,890 common shares at $0.33 per share. The conversion took place on January 25, 1999. SEE NOTICE TO READER SCHEDULE "1" PAGE 4 OPTIMARK DATA SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1999 (CANADIAN FUNDS) 4. SHARE CAPITAL (CONTINUED) (v) The following treasury shares are reserved for issuance: TREASURY RESERVED -------- FOR ISSUANCE: Incentive Options Opening balance 1,000,000 --------- Total Incentive Options 1,000,000 --------- Private Place Warrants: Opening balance 2,234,343 Less: Warrants exercised (715,460) Warrants expired (1,518,883) Total Incentive Options -- TOTAL TREASURY RESERVE FOR ISSUANCE 1,000,000 (vi) Shares Held In Escrow 3,069,375 5. RELATED PARTY TRANSACTIONS On February 19, 1997, an agreement was ratified with TMR Corp. with an effective date of November 21, 1996. The agreement provides for TMR to provide consultation to the Company on future strategic concepts. The agreement is for thirty-six months at a monthly fee of $10,000 US, plus overhead and administrative expenses, which was further reduced to $5,000 per month in June of 1998. TMR Corp. will receive, as a sign-up bonus, a five (5) year option to purchase 1,000,000shares of Optimark stock at $0.19 per share. SEE NOTICE TO READER SCHEDULE "1" PAGE 5 OPTIMARK DATA SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1999 (CANADIAN FUNDS) 6. LOAN RECEIVABLE The Company's subsidiary, Optimark Corporation, advanced funds totaling 265,000 U.S. Dollars to an associated company, American Enterprise Solutions Inc. In the event of payment default, the balance shall bear interest at 9% per annum.45,000 U.S. Dollars is due no later than March 26, 2000, and the remainder on August 16, 2000. 7. LOAN PAYABLE The Company's subsidiary, Optimark Corporation, received funds totaling 220,389 U.S. Dollars at an interest rate of 7% per annum and payable on or before July 1, 2000. 8. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems that use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000, and if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 Issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. SEE NOTICE TO READER SCHEDULE "1" PAGE 6 OPTIMARK DATA SYSTEMS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1999 (CANADIAN FUNDS) 9. SIGNIFICANT EVENT A stock conversion offer was made through a press release on July 6, 1999, to Optimark Data Systems' (ODS) U.S. resident shareholders by American Enterprise Solutions, Inc. (AESI). This resulted in AESI acquiring over 50% of the outstanding shares of ODS. The offer has expired. Canadian and other residents will receive from AESI (after it is publicly listed) a Tender Offer to acquire their shares of ODS at the same price as the U.S. residents converted their shares in this private transaction. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE:_____________________________ - ----------------------------------- -------------------------- CHARLES BROES, CEO FRANK GREGGO, SECRETARY EX-27 2
5 1,000 3-MOS NOV-30-1999 JUN-01-1999 AUG-31-1999 .6852 17,098 0 344,137 (41,599) 7,759 327,395 0 0 327,395 305,460 0 0 0 6,044,326 (6,022,391) 327,395 112,607 112,607 55,088 55,088 138,556 0 0 (83,468) 0 (83,468) 0 0 0 (83,468) (.003) (.003)
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