Geld zu verschenken - 500 Beiträge pro Seite
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Meistdiskutierte Wertpapiere
Platz | vorher | Wertpapier | Kurs | Perf. % | Anzahl | ||
---|---|---|---|---|---|---|---|
1. | 1. | 18.479,01 | -0,24 | 147 | |||
2. | 6. | 7,9500 | +1,27 | 49 | |||
3. | 8. | 1,2868 | +2,53 | 49 | |||
4. | 13. | 4,9100 | -0,69 | 48 | |||
5. | 30. | 2,2100 | +2,79 | 40 | |||
6. | 9. | 166,84 | +0,62 | 40 | |||
7. | 2. | 2,0200 | +1,51 | 38 | |||
8. | 7. | 0,2225 | +2,30 | 36 |
Ihr habt es Euch sicher schon gedacht - dies ist der neue Thread zu ISFB (WKN 928447 New York)
Wenn ich mir anschaue wie wenig Umsatz (unter 30 k) dazu ausgereicht haben den Kurs fast zu verdoppeln , dannn sehe ich mich in meiner These bestätigt, was mit dem Kurs passiert, wenn das Relisting offiziell bekannt gegeben wird - dann sehen wir Kurse um 4 USD innerhalb weniger Stunden wieder ! (nicht vergessen die kommen von 8 USD)
Nochmals klar und deutlich - außer dem nicht erfolgtem Filing gab es bis jetzt keinerlei negative Unternehmensnews!!
Im Gegenteil - die bekanntgegebene Aquisition einer weiteren Softwarefirma hätte den Kurs unter normalen Umständen wahrscheinlich schon in den 2stelligen Dollarbereich gebracht.
Während der harten Zeit in den Pinks wurden nur sehr wenige Aktien gehandelt!!!
Ich habe hier schon oft beschrieben wie der Kurs mit niedrigsten Umsätzen heruntergetradet wurde- oder glaubt wirklich irgendjemand ernsthaft, daß da an manchen Tagen irgenwer für 30 USD Aktien gekauft hat ?
Es waren einfach keine Käufer da - und deswegen konnte der Kurs so weit nach unten gehen.
Aber - und das ist das eigentlich wichtige- es waren und sind auch keine Verkäufer da.
Niemand , der sich auf derzeitigem Kursniveau von seinen Aktien trennen würde- das heißt ganz klar - wenn die erwarteten News kommen kann es nur strong nach Norden gehen.
Wir habe selbst bei heutigem Kursniveau nur eine Marktcap. von 11,6 Mio. USD - sehr sehr wenig für eine Internetfirma die seit Jahren Gewinne macht!!!
Geradezu unglaublich wenig.
Ich habe mir Geld schenken lassen - und zwar von denjenigen die mir in den letzten Wochen so billig ihre Stücke überlassen haben - und auch heute wurde wieder in Massen Geld verschenkt- und zwar von jedem der verkauft hat.
Vielleicht hole ich mir morgen noch ein paar Geschenke ab indem ich weiter nachkaufe
Gruß Amada
Wenn ich mir anschaue wie wenig Umsatz (unter 30 k) dazu ausgereicht haben den Kurs fast zu verdoppeln , dannn sehe ich mich in meiner These bestätigt, was mit dem Kurs passiert, wenn das Relisting offiziell bekannt gegeben wird - dann sehen wir Kurse um 4 USD innerhalb weniger Stunden wieder ! (nicht vergessen die kommen von 8 USD)
Nochmals klar und deutlich - außer dem nicht erfolgtem Filing gab es bis jetzt keinerlei negative Unternehmensnews!!
Im Gegenteil - die bekanntgegebene Aquisition einer weiteren Softwarefirma hätte den Kurs unter normalen Umständen wahrscheinlich schon in den 2stelligen Dollarbereich gebracht.
Während der harten Zeit in den Pinks wurden nur sehr wenige Aktien gehandelt!!!
Ich habe hier schon oft beschrieben wie der Kurs mit niedrigsten Umsätzen heruntergetradet wurde- oder glaubt wirklich irgendjemand ernsthaft, daß da an manchen Tagen irgenwer für 30 USD Aktien gekauft hat ?
Es waren einfach keine Käufer da - und deswegen konnte der Kurs so weit nach unten gehen.
Aber - und das ist das eigentlich wichtige- es waren und sind auch keine Verkäufer da.
Niemand , der sich auf derzeitigem Kursniveau von seinen Aktien trennen würde- das heißt ganz klar - wenn die erwarteten News kommen kann es nur strong nach Norden gehen.
Wir habe selbst bei heutigem Kursniveau nur eine Marktcap. von 11,6 Mio. USD - sehr sehr wenig für eine Internetfirma die seit Jahren Gewinne macht!!!
Geradezu unglaublich wenig.
Ich habe mir Geld schenken lassen - und zwar von denjenigen die mir in den letzten Wochen so billig ihre Stücke überlassen haben - und auch heute wurde wieder in Massen Geld verschenkt- und zwar von jedem der verkauft hat.
Vielleicht hole ich mir morgen noch ein paar Geschenke ab indem ich weiter nachkaufe
Gruß Amada
Hallo Amada ,
na dann wollen wir mal hier weiter machen.
War das ein schöner Tag heute .
Schlußkurs 1 USD schon 300% innerhalb der letzten 4 Tage.
Ich habe mal ein bisserl im Ragingbull nachgelesen, da sind die alle noch bullischer als hier . Da gehen die von Kurszielen um 20 Dollar aus.
Das wäre ja so schön.
GO ISFB
Markus
na dann wollen wir mal hier weiter machen.
War das ein schöner Tag heute .
Schlußkurs 1 USD schon 300% innerhalb der letzten 4 Tage.
Ich habe mal ein bisserl im Ragingbull nachgelesen, da sind die alle noch bullischer als hier . Da gehen die von Kurszielen um 20 Dollar aus.
Das wäre ja so schön.
GO ISFB
Markus
Hi Markus,
na auch noch wach um die Zeit.
War schön heute
Aber das hatte ich ja die ganze Zeit gesagt.
Das ist erst der Anfang.
Was glaubst Du was uns nach der bekanntgabe des Relistings erst erwartet.
Mit den Kurszielen von 20 USD bin ich übrigens voll einverstanden - ich habe meine ersten Stücke mit einem Kursziel von 25 USD vor ca 6 Monaten gekauft und habe damals um 7 Dollar bezahlt.
Gruß Amada
na auch noch wach um die Zeit.
War schön heute
Aber das hatte ich ja die ganze Zeit gesagt.
Das ist erst der Anfang.
Was glaubst Du was uns nach der bekanntgabe des Relistings erst erwartet.
Mit den Kurszielen von 20 USD bin ich übrigens voll einverstanden - ich habe meine ersten Stücke mit einem Kursziel von 25 USD vor ca 6 Monaten gekauft und habe damals um 7 Dollar bezahlt.
Gruß Amada
So bin ich das von Dir gewöhnt Amada ,
eine promte Antwort. lol
Habe heute übrigens auch nochmal eine Order drinnengehabt Limit 75 Cent , wurde aber nicht bedient ; schade . Ich werds morgen nochmal versuchen .
Markus
PS.: Hast Dir aber einen ganz schön reißerischen Titel für den Thread einfallen lassen. lol
Obwohl , wenn nichts dazwischen kommt hast Du ja eigentlich recht , da verschenkt jeder Geld, der seine Stücke verkauft
eine promte Antwort. lol
Habe heute übrigens auch nochmal eine Order drinnengehabt Limit 75 Cent , wurde aber nicht bedient ; schade . Ich werds morgen nochmal versuchen .
Markus
PS.: Hast Dir aber einen ganz schön reißerischen Titel für den Thread einfallen lassen. lol
Obwohl , wenn nichts dazwischen kommt hast Du ja eigentlich recht , da verschenkt jeder Geld, der seine Stücke verkauft
Das hatte ich Dir aber vorausgesagt - ich habe auch schon öfter mal versucht mit Limit zu kaufen und wurde nicht bedient - egal ob der Kurs drunter oder drüber lag.
Wenn du morgen nachkaufst - versuchs mal mit ner billigst-Order kleine Mengen max 5000 Stücke auf diesem Kursniveau - gib lieber mehrere hintereinander auf wenn Du mehr kaufen möchtest.
Dann wirst Du sicher bedient.
Ich habs jedenfalls so gemacht sogar bis 10000 Stücke billigst geordert und wie Du am heutigen Schlußkurs siehst habe ich keinen Grund zur Reue.
Gruß Amada
PS.: Das lol brauchst du hier im Board nicht zu verwenden , schau mal in der Boardhilfe nach, da siehst du wie die Smilies funktionieren
Wenn du morgen nachkaufst - versuchs mal mit ner billigst-Order kleine Mengen max 5000 Stücke auf diesem Kursniveau - gib lieber mehrere hintereinander auf wenn Du mehr kaufen möchtest.
Dann wirst Du sicher bedient.
Ich habs jedenfalls so gemacht sogar bis 10000 Stücke billigst geordert und wie Du am heutigen Schlußkurs siehst habe ich keinen Grund zur Reue.
Gruß Amada
PS.: Das lol brauchst du hier im Board nicht zu verwenden , schau mal in der Boardhilfe nach, da siehst du wie die Smilies funktionieren
wieder was gelernt danke amada.
Was die Billigst Order betrifft hattest Du natürlich recht . Die stücke die ich billigst geordert habe habe ich auch alle bekommen.
das heute mit dem Limit war ja auch einfach nur mal so ein Versuch ob es vielleicht nicht doch klappt.
Ich hatte auch gar nicht damit gerechnet, daß es so schnell nach oben geht. Der Kurs vom freitag lag ja schließlich bei 53 Cent und da kam mir ein Limit bei 75 Cent wie kein Limit vor.
Aber morgen mach ich es besser . Da schlag ich nochmal zu .
Und dann gehts Ende des jahres in die Südsee mit ISFB Gewinnen
Markus
Wenn das stimmt , was sich da abzeichnet , kannst Du dann gleich ein paar Jahre da bleiben, weil Du so viel Geld gar nicht auf einmal ausgeben kannnst
Gruß Amada
Gruß Amada
Nanu- gar keine Wortmeldungen hier?
Hi Amada,
man muß sich selber Mut machen damit man aus der Scheiße kommt !!!
Erst recht wenn man die Aktie bei 2$ empfohlen hat.
Vielleicht kannst Dich noch an UVGI erinnern, es war doch deine Empfehlung oder der Griff ins Klo !!!
Amada oder die Scheiße pur !!!
Klako
man muß sich selber Mut machen damit man aus der Scheiße kommt !!!
Erst recht wenn man die Aktie bei 2$ empfohlen hat.
Vielleicht kannst Dich noch an UVGI erinnern, es war doch deine Empfehlung oder der Griff ins Klo !!!
Amada oder die Scheiße pur !!!
Klako
Hallo Klako,
habe mir eben mal Deine Beiträge angeschaut - Du scheinst die Fäkalsprache zu lieben - jeder 3. Satz von Dir enthält die Passage "der Griff ins Klo" - stehst Du darauf???
Sachliche Kritik zu ISFB kein Problem - aber dieses allgemeine Schlechtreden wofür Du aus vielen anderen Threads auch bekannt bist finde ich einfach daneben.
Und was UVGI betrifft - die sind zwar heute im Keller - und das aus Gründen, die damals noch nicht abzusehen waren bei meiner Empfehlung-
aber jeder der bei meiner 1 Empfehlung zu Uvgi damals gekauft hatte hatte sein Geld in den darauf folgenden 2 Wochen erstmal verdreifacht.
Bei UVGI war ich in erster Linie aus Charttechnischen Gründen bullish
und ich hatte bis zur Verdreifachung recht- für ISFB spricht einfach noch viel mehr - da scheinen die Fundamentals zu stimmen und es besteht eine realistische Chance durch das Relisting sehr schnell wieder sehr viel höhere Kurse zu sehen .
Der Wert hat in den letzten Jahren vor dem delisting immer über 3 USD notiert!!!
Und mindestens dahin sollten sie auch kurzfristig wieder gehen.
Über die Risiken an der OTC habe ich oft genug hingewieden -
darüber sollte sich jeder bewußt sein , der solche Werte kauft - das gilt für alle auch für ISFB.
Aber grundsätzlich halte ich ISFB für grundsolide und sehr chancenreich.
Schaut auch mal is RB-Board - da sind die mittlerweile auch wach geworden zum Thema ISFB - man findet nur positives.
Gruß Amada
habe mir eben mal Deine Beiträge angeschaut - Du scheinst die Fäkalsprache zu lieben - jeder 3. Satz von Dir enthält die Passage "der Griff ins Klo" - stehst Du darauf???
Sachliche Kritik zu ISFB kein Problem - aber dieses allgemeine Schlechtreden wofür Du aus vielen anderen Threads auch bekannt bist finde ich einfach daneben.
Und was UVGI betrifft - die sind zwar heute im Keller - und das aus Gründen, die damals noch nicht abzusehen waren bei meiner Empfehlung-
aber jeder der bei meiner 1 Empfehlung zu Uvgi damals gekauft hatte hatte sein Geld in den darauf folgenden 2 Wochen erstmal verdreifacht.
Bei UVGI war ich in erster Linie aus Charttechnischen Gründen bullish
und ich hatte bis zur Verdreifachung recht- für ISFB spricht einfach noch viel mehr - da scheinen die Fundamentals zu stimmen und es besteht eine realistische Chance durch das Relisting sehr schnell wieder sehr viel höhere Kurse zu sehen .
Der Wert hat in den letzten Jahren vor dem delisting immer über 3 USD notiert!!!
Und mindestens dahin sollten sie auch kurzfristig wieder gehen.
Über die Risiken an der OTC habe ich oft genug hingewieden -
darüber sollte sich jeder bewußt sein , der solche Werte kauft - das gilt für alle auch für ISFB.
Aber grundsätzlich halte ich ISFB für grundsolide und sehr chancenreich.
Schaut auch mal is RB-Board - da sind die mittlerweile auch wach geworden zum Thema ISFB - man findet nur positives.
Gruß Amada
Ich habe mir nochmal die alten Threads duchgeschaut Klako , weil mir Dein Name in Erinnerung war - damals hast Du noch ganz anständig geschrieben- scheinbar hast Du mit vielen Werten Pech gehabt und schreibst deswgen so agressiv.
Dazu folgendes: Bei UVGI hättest auch Du damals Geld verdient wenn Du gleich am Anfang (6.2.) als Du die Aktie kaufen wolltest richtig limitiert hättest. Da stand UVGI nämlich noch unter 50 Cent - dann hast Du ein paar Tage später wieder gepostet, weil Dein Limit nicht gelangt hatte und hast wohl über 72 Cent gekauft- und da war der Höchststand unglücklicherweise schon fast erreicht - die sind dann zwar noch bis 96 Cent weitergelaufen aber wir waren alle zu gierig (ich auch) und haben unsere Gewinne nicht realisiert.
Heute bleibt uns nichts anderes übrig als aussitzen wobei ich davon überzeugt bin , daß auch UVGI wiederkommt. Les mal in den aktuuellen Threads nach was das Unternehmen so plant- wenn die das durchsetzten wirst auch Du mit Deinem Einstiegskurs noch Geld an dem Wert verdienen.
Das gilt wahrscheinlich auch für deine anderen Werte- da bringt es nichts jetzt rumzuheulen und Müll zu posten - der Winter steht bevor und da werden die meisten Werte wieder aufleben und zu alten Höchstständen zurückkehren .
Augen zu und durch - es ist fast geschafft.
Bei ISFB sehe ich die erste massive Kurssteigerung kurzfristiger.
Wenn es stimmt, daß die in Bälde regelistet werden scheinen Kurse um 4 USD logisch - und deswegen sage ich ISFB Strong buy
Gruß Amada
Dazu folgendes: Bei UVGI hättest auch Du damals Geld verdient wenn Du gleich am Anfang (6.2.) als Du die Aktie kaufen wolltest richtig limitiert hättest. Da stand UVGI nämlich noch unter 50 Cent - dann hast Du ein paar Tage später wieder gepostet, weil Dein Limit nicht gelangt hatte und hast wohl über 72 Cent gekauft- und da war der Höchststand unglücklicherweise schon fast erreicht - die sind dann zwar noch bis 96 Cent weitergelaufen aber wir waren alle zu gierig (ich auch) und haben unsere Gewinne nicht realisiert.
Heute bleibt uns nichts anderes übrig als aussitzen wobei ich davon überzeugt bin , daß auch UVGI wiederkommt. Les mal in den aktuuellen Threads nach was das Unternehmen so plant- wenn die das durchsetzten wirst auch Du mit Deinem Einstiegskurs noch Geld an dem Wert verdienen.
Das gilt wahrscheinlich auch für deine anderen Werte- da bringt es nichts jetzt rumzuheulen und Müll zu posten - der Winter steht bevor und da werden die meisten Werte wieder aufleben und zu alten Höchstständen zurückkehren .
Augen zu und durch - es ist fast geschafft.
Bei ISFB sehe ich die erste massive Kurssteigerung kurzfristiger.
Wenn es stimmt, daß die in Bälde regelistet werden scheinen Kurse um 4 USD logisch - und deswegen sage ich ISFB Strong buy
Gruß Amada
Moin moin erstmal ,
auf ein neues wollen mal sehen wo es heute hingeht , 1,50 ,2
habe in jedem Fall nochmal ein paar geordert, hoffentlich komm ich noch gut rein.
Markus
auf ein neues wollen mal sehen wo es heute hingeht , 1,50 ,2
habe in jedem Fall nochmal ein paar geordert, hoffentlich komm ich noch gut rein.
Markus
Schaut Euch mal den Chart an - damit ihr seht wie billig die eigentlich im Moment sind
Gruß Amada
Gruß Amada
Da sieht man genau wann die degelistet wurden - und genauso deutlich wird man die Kurve nach oben nach dem Relisting sehen
Gruß amada
Gruß amada
Wie hast Du denn das schon wieder gemacht Amada ? In der Boardhilfe steht was von IMG und so aber was geb ich da für eine Adresse ein?
Markus
Markus
Du mußt mit der rechten Maustaste auf die Grafik die du posten möchtest klicken , dann auf Eigenschaften - da siehst du dann die Adresse und kannst sie markieren und kopieren. Dann Gehst du in dein Antwortfenster und fügst die Adr. mit einfügen in den Beitrag ein .
Dann noch die IMGs drumrum mit den Klammern und schon funktionierts.
Gruß Amada
Dann noch die IMGs drumrum mit den Klammern und schon funktionierts.
Gruß Amada
Test
Wow funktioniert ja
Das ist übrigens der ISFB chart bei Freerealtime
Das ist übrigens der ISFB chart bei Freerealtime
Du lernst aber wirklich schnell
Gruß amada
Gruß amada
Kurs aktuell bei 1 USD unverändert
Handel 9900 Stücke
Handel 9900 Stücke
Das Filing ist wirklich da - eben habe ich es mit eigenen Augen gesehen!!!
Relisting steht kurz bevor.
Ich stells nachher hier rein.
Gruß Amada
Relisting steht kurz bevor.
Ich stells nachher hier rein.
Gruß Amada
Hier der Beweis das Filing
<SEC-DOCUMENT>0000891554-00-001435-index.html : 20000519
<SEC-HEADER>0000891554-00-001435.hdr.sgml : 20000519
ACCESSION NUMBER: 0000891554-00-001435
CONFORMED SUBMISSION TYPE: 8-K12G3
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20000331
ITEM INFORMATION:
ITEM INFORMATION:
FILED AS OF DATE: 20000517
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERNET SOLUTIONS FOR BUSINESS INC
CENTRAL INDEX KEY: 0001114859
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 860889110
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 8-K12G3
SEC ACT:
SEC FILE NUMBER: 000-30655
FILM NUMBER: 639085
BUSINESS ADDRESS:
STREET 1: INTERNET HOUSE
STREET 2: CANAL BASIN, COVENTRY, ENGLAND
MAIL ADDRESS:
STREET 1: INTERNET HOUSE
STREET 2: CANAL BASIN, COVENTRY, ENGLAND
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K12G3
<SEQUENCE>1
<DESCRIPTION>FORM 8-K12G3
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 11, 2000
Date of Report
(Date of Earliest Event Reported)
International Solutions For Business, Inc.
(Exact name of Registrant as Specified in its Charter)
Internet House, Canal Basin, Coventry, England
(Address of Principal Executive Offices)
44-24-76-633177
(Registrant`s Telephone Number)
Not Applicable
(Former name and former address)
Nevada 000-27761 86-0889110
------ --------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Merger Agreement. Pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of May 11, 2000 between Chauvin Enterprises, Inc.,
a Delaware corporation ("Chauvin"), and Internet Solutions For Business, Inc., a
Nevada corporation ("ISFB"), all the outstanding shares of common stock of
Chauvin were exchanged for 100,000 shares of common stock of ISFB and other
consideration consisting of cash and payment of certain fees and expenses in an
aggregate amount equal to $144,970, in a transaction in which ISFB was the
surviving corporation.
The Merger Agreement was adopted by the unanimous consent of the Board of
Directors of Chauvin and approved by the unanimous consent of the shareholders
of Chauvin on May 4, 2000. The Merger Agreement was adopted by the unanimous
consent of the Board of Directors of ISFB on May 4, 2000. A copy of the Merger
Agreement is filed as an exhibit to this Form 8-K and is incorporated in its
entirety herein. The foregoing description is modified by such reference.
Prior to the merger, Chauvin had 1,627,000 shares of common stock
outstanding which shares were exchanged for 100,000 shares of common stock of
ISFB. By virtue of the merger, ISFB acquired 100% of the issued and outstanding
common stock of Chauvin.
The officers, directors, and by-laws of ISFB will continue without change
as the officers, directors, and by-laws of the successor issuer. See "Item 2.
Acquisition or Disposition of Assets - ISFB`s Directors, Executive Officers,
Promoters and Control Persons and Key Employees" below.
(b) Control of ISFB:
On May 11, 2000, ISFB had 14,512,071 shares issued and outstanding. The
following table sets forth certain information regarding the beneficial
ownership of the Common Stock of ISFB as of May 11, 2000 of (1)each person who
is known to ISFB to own beneficially more than 5% of ISFB`s outstanding Common
Stock, (2) each of ISFB`s directors and officers, and (3) all directors and
officers of ISFB as a group:
2
<PAGE>
<TABLE>
<CAPTION>
Position with Amount of Stock
Name and Address The Company Beneficially Owned Percentage
---------------- ----------- ------------------ ----------
of Class
--------
<S> <C> <C> <C>
Lawrence Shaw Chief Executive 4,498,452 31.2%
180 Rugby Road Officer and
Binley Woods Coventry UK Director
Ronald Shaw Director 185,000 1.28%
57 Nunts Lane
Coventry CV6 4GZ, UK
Edward Fitzpatrick (1) Director 234,286 1.625%
Riddings Place, Hampton Lane
Knowle B92 6PA, UK
Heritage Equities Ltd. None 1,171,429 8.128%
Boca Raton, Florida
Officers and Directors as a Group 4,917,738 34.1%
</TABLE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) Criteria for Merger. The consideration exchanged pursuant to the Merger
Agreement was negotiated between Chauvin and ISFB.
In evaluating ISFB as a candidate for the proposed merger, Chauvin used
criteria such as the value of the assets of ISFB and its subsidiaries, the
anticipated operations and acquisitions, material contracts, business name and
reputation, quality of management, and current and anticipated operations.
Chauvin determined that the consideration for the merger was reasonable.
(b) Corporate History of ISFB. ISFB intends to continue to develop its
business by focusing on project incubation and software development, security,
web and interconnection and communications technologies including but not
limited to WAP, ADSL and ASP for Web site development technologies, Internet and
e-commerce activities.
ISFB was incorporated in the State of Nevada on September 5, 1987, under
the name of "Universal Funding Services Inc." The name was changed to "Universal
Reduction Melting Technologies Inc." on June 30, 1998 and Internet Solutions for
Business, Inc. on March 9, 1999.
On February 28, 1999 ISFB acquired all the outstanding capital stock of
Internet Solutions for Business Limited ("ISFB, Ltd."), a corporation formed
under the laws of the United Kingdom ("UK"), in exchange for 7,000,000 shares of
ISFB`s Common
----------
1 Edward Fitzpatrick is a principal of Noguchi Partnership (formerly known as
the Heritage Equities Ltd.) owning 20% of the equity thereof. Accordingly,
beneficial ownership of 20% of the shares owned directly by Noguchi Partnership
are attributed to Mr. Fitzpatrick.
3
<PAGE>
Stock. ISFB, Ltd. was formed on March 17, 1997. It is a turnkey Internet
solution provider, web-application developer and system integrator based in the
UK. ISFB maintains its principal office at Internet House, Canal Basin,
Coventry, England. It`s telephone number is 011 44 24 76 633177.
(c) ISFB`s Business. ISFB, through ISFB, Ltd., provides
business-to-business web-enabled solutions. Its clients are in the
manufacturing, technology, media, publishing, commerce and government sectors.
ISFB has adopted the philosophy of providing a web product for small to medium
sized enterprises and corporations. To date, ISFB`s marketing efforts have been
limited to the UK.
ISFB`s strategy is to focus on market led product development to exploit
the opportunities presented by the World-Wide-Web. ISFB offers products and
services to aid clients to successfully migrate marketing, trading,
communication and business initiatives to the World-Wide-Web. Value added
services offered by ISFB include consultancy services on web design and
functionality as part of an e-commerce solution and project management of
external resources which integrate with ISFB product offerings, graphics partner
used for corporate brochures, and house style.
The Internet marketplace is diverse and clients require a cross-section of
solutions. ISFB is continually attempting to develop new markets and software to
help its clients disseminate information, procure products and make available
investor information.
Employees
ISFB Ltd. has approximately 16 employees most of whom specialize in
technical development and design. In addition, from time to time, ISFB employs
independent consultants.
The Products, Services and Technology
ISFB Ltd. has developed a range of products and services the details of
which are set out below:
o Standard core products with customized illustrative design based on its
clients logo, selling message and house style;
o Value added services ranging from consultancy through to preparation of web
enabled business solution specifications;
o Maintenance of Web sites including search engine management, market and
client profiling and data analysis;
o Web Hosting; and
o Internet Service Provider (ISP).
The product range also includes access statistics products, search engine
optimizers, registration systems and a track and trace Anti-Spam product to
filter out junk
4
<PAGE>
e-mails. Every product is completely compatible so that any product can simply
be plugged into an existing ISFB site. This standardization is achieved while
allowing the graphic design to be unique to every client. These products have
significant market potential over a life expectancy of more than five years.
The sales strategy is not only to sell products directly to the end users
but also to use peer group partner companies who will embed such products into
their own solutions for their customers.
Technology
The changing needs of the market sector require the employees of ISFB to
continuously review the market needs and trends, development products, services
and the like. ISFB believes in the importance of staff development, offering
cross training, allowing the working on both standard product and project
developments ensuring the ongoing nurturing of skill sets.
ISFB provides clients the facility for design, development, integration and
support on Unix / Dos / Novell / Windows (NT, 95 and 3.x) / Mac / Acorn
environments in addition to application development in VB 4/5, CGI, Perl, Active
X, C, C++, Java / Java Script, SQL and ODBC operating systems and/or languages.
The ISFB Technical Department is responsible for running the Unix and Windows NT
machines.
ISFB has:
o The ability to install and configure the operating systems listed above on
many hardware set-ups;
o Programming abilities including CGI, Shell, Perl, C, C++, and Lite;
o Experience in SMTP, Sendmail, httpd (Apache, NCSA), IIS, Mailing lists
(major-domo, listserv), IP routing (BGP4, Cisco IOS), Databases (Unix, NT),
news (inn), ftp, dns, pop3, finger, and telnet;
o A detailed knowledge of the major hardware architectures, specifically
desktop and server PC configurations; and
o All ongoing technical services to manage and support systems on a 24 hour
daily basis.
Intellectual Property
Intellectual property is accumulated by ISFB, Ltd. and incorporated in the
products it develops and services it offers. ISFB owns these rights and has the
potential to assign these to specialist market/product focused groups which
could then become subsidiary companies in their own right thus creating and
enhancing shareholder value.
Markets
ISFB sells to businesses only and does not deal directly with consumers.
Estimating the current size of the addressable market is difficult. However, the
principal
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market served by ISFB is the small and medium sized enterprise market in the UK
where IT Services/e-commerce spending could vary between 0.5 % and 1.5% of such
a company`s sales depending on processes. This would yield an approximate market
size addressed by ISFB in the year 2001 of approximately 2 to 4 billion dollars
in the geographic area in which it currently operates. ISFB believes that this
represents approximately 10% of the total estimated UK IT services market for
e-commerce products and services.
It has been a strategic decision to limit customers to companies located
within 80 miles of ISFB`s base in Coventry, England initially before addressing
the wider geographic market. It is anticipated that future growth will be
generated not only through internal expansion but through geographical expansion
in the UK, the United States and other international centers, as well as through
acquisitions and strategic alliances. ISFB`s business will be further developed
along market led lines, capitalizing on the expertise of ISFB to supply selected
market sectors with the solutions they need.
Traditional industries, such as manufacturing, that have thought about IT
investment in the past must now Web-enable their businesses on-line or face
being uncompetitive. ISFB is poised to generate revenues by meeting the needs of
the increasing number of companies and organizations who recognize the value of
Internet solutions.
It is anticipated that future growth will be generated not only through
internal expansion but through acquisitions and partnerships as well.
Partnerships are invaluable for both sales and development.
Competitors
In each of the identified sectors in which ISFB operates, the "Internet
Solutions Business" is fragmented and highly competitive with relatively low
barriers to entry. Competition and ISFB`s competitive position vary across the
industries served. Competition is usually regional in nature with few companies
specializing in full turnkey solutions.
Management believes that ISFB`s competitiveness is based on its ability to
understand a client`s specific needs, and to deliver solutions well matched to
those needs as well as on the pricing of its value added services. The principal
competitive factors in attracting projects are track record, pricing, benefits,
availability and duration together with the specification proposed. Management
believes that potential clients only have a small number of preferred suppliers
for Internet Solutions. Increasing demand for online trading has left a gap in
the market to serve clients who require intermediate solutions as a
stepping-stone to full back-office integration. Therefore, ISFB`s reputation and
its ability to offer appropriate products and services are important factors in
ISFB`s ability to attract projects. The ability to secure such projects from
blue-chip clients will determine competitive advantage and will help to attract
other clients through referral.
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Although a very young company in conventional business terms, ISFB has the
advantage of longevity in the marketplace, being operational in the first
instant as a private and then public entity for more than five years.
(d) Risk Factors Associated with ISFB and its Business
The following risks should be considered carefully. ISFB`s business,
financial condition and results of operations could be materially and adversely
affected by any of the following risks.
ISFB`s limited operating history makes the evaluation of ISFB`s current business
and the forecasting of ISFB`s future results difficult.
ISFB has only a limited operating history upon which an evaluation of
ISFB`s current business and prospects can be based, each of which must be
considered in light of the risks, expenses and problems frequently encountered
by all companies in the early stages of development, and particularly by such
companies entering new and rapidly developing markets like the Internet.
Risks related to the Internet may affect ISFB`s success.
There are many risks associated with operations on the Internet that may
adversely affect ISFB`s success. Such risks include, without limitation, the
following:
o the possibility that the Internet will fail to achieve broad acceptance;
o ISFB`s inability to attract or retain clients;
o a new and relatively unproven business model;
o ISFB`s ability to anticipate and adapt to a developing market;
o the failure of ISFB`s network infrastructure (including its servers,
hardware and software) to efficiently handle its Internet traffic;
o changes in laws that may adversely affect ISFB`s business;
o ISFB`S ability to manage effectively rapidly expanding operation, including
the amount and timing of capital expenditures and other costs relating to
the expansion of ISFB`s operations;
o the introduction and development of different or more extensive solutions
by ISFB`s direct and indirect competitors (including those with greater
financial, technical and marketing resources) which may cause loss of
market share;
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o ISFB`s inability to maintain and support increased levels of traffic on
ISFB`s installed sites;
o ISFB`s inability to attract, retain and motivate qualified personnel;
Future growth predictions may be inaccurate.
ISFB`s limited operating history makes the prediction of future results
difficult or impossible. Furthermore, ISFB`s limited operating history leads
ISFB to believe that period-to-period comparisons of ISFB`s operating results
may not be meaningful and that the results for any particular period should not
be relied upon as an indication of future performance. To the extent that
revenues do not grow at anticipated rates, ISFB`s business, results of
operations and financial condition would be materially and adversely affected.
ISFB anticipates that losses may continue.
ISFB anticipates incurring losses for the 12 month period ending March 31,
2000 and that it may continue to incur net monthly losses on occasion. ISFB had
a loss of $820,000 for the 9 month period ended December 31, 1999. The extent of
future losses will depend, in part, on the amount of growth in revenues from
products and Internet Solution services. As of March 31, 1999, ISFB had a small
operating income of $435,841. ISFB expects that operating costs will increase
during the next several years, especially in the areas of sales and marketing,
product development and general and administrative expenses as it pursues its
expansion strategy. Thus, ISFB will need to generate increased revenues faster
than the rate of growth in costs to achieve profitability. To the extent that
increases in its operating expenses precede or are not subsequently followed by
corresponding increases in revenues, or if it is unable to adjust operating
expense levels accordingly, ISFB`s business, results of operations and financial
condition would be materially and adversely affected. There can be no assurance
that ISFB will sustain profitability or that its operating losses will not
increase in the future.
ISFB`s future success is dependent on the continued growth in use of and the
commercial viability of the internet.
ISFB`s future success is substantially dependent upon the continued growth
in the use of the Internet. To support product and solution sales revenues, the
Internet`s recent and rapid growth must continue, and use of the Internet must
become widespread. None of these can be assured. The Internet may prove not to
be a viable information communications medium and information marketplace. If
use of the Internet does not continue to grow, ISFB`s business, results of
operations and financial condition would be materially and adversely affected.
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Additionally, there are several issues that could lead to resistance
against the acceptance of the Internet as a viable commercial marketplace. To
the extent that the Internet continues to experience significant growth in the
number of users and the level of use, there can be no assurance that its
technical infrastructure will continue to be able to support the demands placed
upon it. The necessary technical infrastructure for significant increases in
electronic news dissemination and e-commerce related to it, such as a reliable
network backbone, may not be timely and adequately developed. In addition,
performance improvements, such as high-speed modems, may not be introduced in a
timely fashion. Furthermore, security and authentication concerns with respect
to transmission over the Internet of confidential information, such as credit
card numbers, may remain. Also, the Internet could lose its viability due to
delays in the development or adoption of new standards and protocols required to
handle increased levels of activity, or due to increased governmental
regulation. Changes in or insufficient availability of telecommunications
services could result in slower response times and adversely affect usage of the
Internet. To the extent the Internet`s technical infrastructure does not
effectively support the growth that may occur, ISFB`s business, results of
operations and financial condition would be materially and adversely affected.
ISFB`s business model and acceptance of ISFB`s products is unproven in the
developing market in which ISFB operates.
ISFB`s business model is new and relatively unproven. The model depends
upon ISFB`s ability to generate multiple revenue streams by diversifying ISFB`s
product offerings. To be successful, ISFB must, among other things, develop and
market products and services that achieve broad market acceptance by its client
companies. No assurance can be given that ISFB`s business model will be
successful or that it can sustain revenue growth or be profitable. The market
for ISFB`s products and services is new, rapidly developing and characterized by
an increasing number of market entrants. As is typical of any new and rapidly
evolving market, demand and market acceptance for recently introduced products
and services are subject to a high level of uncertainty and risk. Moreover,
because this market is new and rapidly evolving, it is difficult to predict its
future growth rate, if any, and its ultimate size. If the market fails to
develop, develops more slowly than expected or becomes saturated with
competitors, or if ISFB`s products and services do not achieve or sustain market
acceptance, ISFB`s business, results of operations and financial condition would
be materially and adversely affected.
Potential fluctuations in ISFB`s operating results and quarterly fluctuations
may adversely affect ISFB`s trading price.
Our operating results may fluctuate significantly in the future as a result
of a variety of factors, many of which are outside of ISFB`s control. As a
strategic response to changes in the competitive environment, ISFB may from time
to time make certain pricing, service or marketing decisions or acquisitions
that could have a material short-
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term or long-term adverse effect on ISFB`s business, results of operations and
financial condition.
ISFB is controlled by its officers, directors and entities affiliated with them.
In the aggregate, ownership of ISFB shares by management represents a large
proportion of ISFB issued and outstanding shares of common stock. These
stockholders, if acting together, will be able to significantly influence all
matters requiring approval by ISFB`s stockholders, including the election of
directors and the approval of mergers or other business combination
transactions.
ISFB`s future performance is dependent on key personnel.
ISFB`s performance is substantially dependent on the performance of ISFB`s
senior management and key technical personnel. In particular, ISFB`s success
depends on the continued efforts of ISFB senior management team, especially
ISFB`s Chief Executive Officer, Lawrence Shaw. The loss of the services of any
of ISFB executive officers or other key employees could have a material adverse
effect on ISFB business, results of operations and financial condition.
ISFB`s future success also depends on ISFB`s continuing ability to retain
and attract highly qualified technical, editorial and managerial personnel. ISFB
anticipates that the number of ISFB`s employees will increase significantly in
the next 12 months. Wages for managerial and technical employees are increasing
and are expected to continue to increase in the foreseeable future due to the
competitive nature of this job market. There can be no assurance that ISFB will
be able to retain ISFB`s key managerial and technical personnel or that it will
be able to attract and retain additional highly qualified technical and
managerial personnel in the future. The inability to attract and retain the
technical and managerial personnel necessary to support the growth of ISFB`s
business, due to, among other things, a large increase in the wages demanded by
such personnel, could have a material adverse effect upon ISFB`s business,
results of operations and financial condition.
A majority of ISFB`s senior management is inexperienced in managing a public
company.
To manage its potential growth, ISFB must continue to implement and improve
its operational and financial systems, and must expand, train and manage its
employee base. Moreover the existing senior management has not had any previous
experience managing a growing public company. There can be no assurance that
ISFB will be able to effectively manage the expansion of its operations, that
ISFB systems, procedures or controls will be adequate to support its operations
or that its management will be able to achieve the rapid execution necessary to
fully exploit the market opportunity for its products and services. Any
inability to manage growth effectively could have a material adverse effect on
ISFB`s business, results of operations and financial condition.
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The Internet industry is characterized by rapid technological change which may
affect ISFB`s ability to respond to the evolving demands of ISFB`s market place.
The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequent new product introductions and enhancements. These market
characteristics are exacerbated by the emerging nature of the market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. ISFB`s future success will depend in significant
part on its ability to continually improve the performance, features and
reliability of the site in response to both evolving demands of the marketplace
and competitive product and service offerings, and there can be no assurance
that ISFB will be successful in doing so. In addition, the widespread adoption
of developing multimedia enabling technologies could require fundamental and
costly changes in ISFB`s technology and could fundamentally affect the nature,
viability and measurability of Internet-based advertising, which could adversely
affect ISFB`s business, results of operations and financial condition.
ISFB may suffer system failures on its web server system which could result in
negative publicity, and adversely affect ISFB`s market acceptance.
There is a reliance on third parties for both services and equipment by
ISFB and its suppliers, all of which are a vital element to the operation of the
business.
In the past, users have occasionally experienced difficulties with Internet
and online services due to system failures, including failures unrelated to ISFB
systems. Any disruption in Internet access provided by third parties could have
a material adverse effect on ISFB`s business, results of operations and
financial condition.
Our operations are dependent in part upon ISFB ability to protect ISFB
operating systems against damage from human error, fire, floods, power loss,
telecommunications failures, break-ins and similar events. ISFB does not
presently have redundant, multiple-site capacity in the event of any such
occurrence. ISFB`s servers are also vulnerable to computer viruses, break-ins
and similar disruptions from unauthorized tampering with ISFB`s computer
systems. The occurrence of any of these events could result in the interruption,
delay or cessation of service, which could have a material adverse effect on
ISFB`s business, results of operations and financial condition. In addition,
ISFB`s reputation and the smallcapcenter.com brand could be materially and
adversely affected.
There are security risks to ISFB`s network.
Experienced programmers ("hackers") have attempted on occasion to penetrate
ISFB`s network security. ISFB expects that these attempts will continue to occur
from time to time. Since a hacker who is able to penetrate ISFB`s network
security could misappropriate proprietary information or cause interruptions in
ISFB`s products and services or do other damage, ISFB may be required to expend
significant
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capital and resources to protect against or to alleviate problems caused by such
parties. Additionally, ISFB`s may not have a timely remedy against a hacker who
is able to penetrate ISFB network security. Such purposeful security breaches
could have a material adverse effect on ISFB`s business, results of operations
and financial condition. In addition to purposeful security breaches, the
inadvertent transmission of computer viruses could expose ISFB to a material
risk of loss or litigation and possible liability.
In offering certain payment services for some products and services, ISFB
could become increasingly reliant on encryption and authentication technology
licensed from third parties to provide the security and authentication necessary
to effect secure transmission of confidential information, such as customer
credit card numbers. Advances in computer capabilities, discoveries in the field
of cryptography and other discoveries, events, or developments could lead to a
compromise or breach of the algorithms that ISFB licensed encryption and
authentication technology used to protect such confidential information. If such
a compromise or breach of ISFB licensed encryption authentication technology
occurs, it could have a material adverse effect on ISFB`s business, results of
operations and financial condition. ISFB may be required to expend significant
capital and resources to protect against the threat of such security, encryption
and authentication technology breaches or to alleviate problems caused by such
breaches. Concerns over the security of Internet transactions and the privacy of
users may also inhibit the growth of the Internet generally, particularly as a
means of conducting commercial transactions.
ISFB`s ability to attract additional financing as needed may affect its future
success.
Additional financing will be required by ISFB as it expects negative
operating cash flow for the coming months until the routine income from
installed Web has grown to cover the cost of their support and development. Such
financing, if obtained by ISFB, may result in the issuance of additional
securities and may not be available on terms favorable to it.
ISFB expects that it will continue to experience negative operating cash
flow on occasion for the foreseeable future as a result of significant spending
on product development and infrastructure. Accordingly, ISFB will need to raise
additional funds in a timely manner in order to fund ISFB`s anticipated
expansion and new enhanced services or products, respond to competitive
pressures or acquire complementary products, businesses or technologies.
Additional funds will have to be raised through the issuance of equity or
convertible debt securities causing the percentage of ownership of ISFB`s
current stockholders to be reduced, stockholders to experience additional
dilution and such securities may have rights, preferences or privileges senior
to those of the holders of the common stock.
ISFB does not have any contractual restrictions on ISFB`s ability to incur
debt and, accordingly, ISFB could incur significant amounts of indebtedness to
finance its operations. Any such indebtedness could contain covenants, which
would restrict ISFB`s operations. There can be no assurance that additional
financing if and when
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needed will be available on terms favorable to ISFB, or at all. If adequate
funds are not available or are not available on acceptable terms, it would have
a material adverse effect on ISFB`s ability to fund its expansion, take
advantage of acquisition opportunities, develop or enhance services or products
or respond to competitive pressures.
Future acquisitions of other business entities by ISFB would entail numerous
risks and uncertainties which could have an adverse affect on its operations and
financial condition.
As part of ISFB`s business strategy, it expects to review acquisition
prospects that would complement its existing business, augment the distribution
of its products or enhance its technological capabilities. Future acquisitions
by ISFB could result in potentially dilutive issuances of equity securities,
large and immediate write-offs, the incurrence of debt and contingent
liabilities or amortization expenses related to goodwill and other intangible
assets, any of which could materially and adversely affect ISFB`s business,
results of operations and financial condition.
Furthermore, acquisitions entail numerous risks and uncertainties,
including difficulties in the assimilation of operations, personnel,
technologies, products and information systems of the acquired companies, the
diversion of management`s attention from other business concerns, the risks of
entering geographic and business markets in which ISFB has no or limited prior
experience and the potential loss of key employees of acquired organizations.
ISFB has only made two small acquisitions in the past. No assurance can be
given as to ISFB`s ability to successfully integrate any businesses, products,
technologies or personnel that might be acquired in the future, and ISFB`s
failure to do so could have a material adverse effect on its business, results
of operations and financial condition.
ISFB may be unable to protect the intellectual property rights upon which its
business relies, which could harm its competitiveness and cause customer
confusion.
ISFB regards substantial elements of its Web site designs and underlying
technology as proprietary and will attempt to protect them by relying on
intellectual property laws, including trademark, service mark, copyright and
trade secret laws and restrictions on disclosure and transferring title and
other methods. ISFB will also generally enter into confidentiality agreements
with its employees and consultants and in connection with its license agreements
with third parties. ISFB seeks to control access to and distribution of ISFB
technology, documentation and other proprietary information. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use ISFB`s proprietary information without authorization or to develop
similar technology independently. ISFB is pursuing the registration of ISFB
trademarks in the United Kingdom and internationally. Effective trademark,
service mark, copyright and trade secret protection may not be available in
every
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country in which ISFB services are distributed or made available through the
Internet, and policing unauthorized use of ISFB proprietary information is
difficult.
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any of ISFB`s proprietary rights. There can be no
assurance that the steps taken by ISFB will prevent misappropriation or
infringement of its proprietary information, which could have a material adverse
effect on ISFB business, results of operations and financial condition.
Litigation may be necessary in the future to enforce ISFB intellectual
property rights, to protect ISFB trade secrets or to determine the validity and
scope of the proprietary rights of others. Such litigation might result in
substantial costs and diversion of resources and management attention.
Furthermore, there can be no assurance that ISFB business activities will not
infringe upon the proprietary rights of others, or that other parties will not
assert infringement claims against ISFB including claims that by directly or
indirectly providing hyperlink text links to Web sites operated by third
parties, ISFB has infringed upon the proprietary rights of other third parties.
Moreover, from time to time, ISFB may be subject to claims of alleged
infringement by ISFB of the trademarks, service marks and other intellectual
property rights of third parties. Such claims and any resultant litigation,
should it occur, might subject ISFB to significant liability for damages, result
in invalidation of ISFB`s proprietary rights and, even if not meritorious, could
result in substantial costs and diversion of resources and management attention,
any of which could have a material adverse effect on ISFB`s business, results of
operations and financial condition.
As ISFB continues to introduce new products and services that incorporate
new technologies, it may be required to license additional technology from
others. There can be no assurance that these third-party technology licenses
will continue to be available to ISFB on commercially reasonable terms, if at
all. As a result, any inability on ISFB`s part to obtain any of these technology
licenses could result in delays or reductions in the introduction of new
services or could adversely affect the performance of ISFB`s existing services
until equivalent technology can be identified, licensed and integrated.
It is unclear how any existing and future laws enacted will be applied to the
Internet industry and what affect such laws will have on ISFB.
A number of legislative and regulatory proposals under consideration in the
US that may also be adopted by the UK and foreign governmental organizations may
lead to laws or regulations concerning various aspects of the Internet,
including, but not limited to, online content, user privacy, taxation, access
charges, liability for third-party activities and jurisdiction. Additionally, it
is uncertain how existing laws will be applied by the judiciary to the Internet.
The adoption of new laws or the application of existing laws may decrease the
growth in the use of the Internet, which could in turn decrease the
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demand for ISFB`s products and services, increase ISFB`s cost of doing business
or otherwise have a material adverse effect on ISFB`s business, results of
operations and financial condition.
Internet user privacy has become an issue both in the UK and abroad. ISFB
cannot predict the exact form of the regulations that the UK government may
adopt to protect such privacy. Any such action could affect the way in which
ISFB is are allowed to conduct its business, especially those aspects that
involve clients being restricted in the collection or use of personal
information, and could have a material adverse effect on ISFB business, results
of operations and financial condition.
The tax treatment of the Internet and e-commerce is currently unsettled. A
number of proposals have been made by working groups and by UK government
departments. Governments could impose taxes on the sale of goods and services
and certain other Internet activities. Recently, the Internet Tax Freedom Act
was signed into law in the US, placing a three-year moratorium on new state and
local taxes on certain aspects of Internet commerce in the US. However, there
can be no assurance that future laws imposing taxes or other regulations on
commerce over the Internet would not substantially impair the growth of
e-commerce and as a result have a material adverse effect on ISFB`s business,
results of operations and financial condition.
Although ISFB`s servers are located in the UK, the governments of other
foreign countries might attempt to take action against ISFB for violations of
their laws. There can be no assurance that violations of such laws will not be
alleged or charged by provincial, state or foreign governments and that such
laws will not be modified, or new laws enacted, in the future. Any of the
foregoing could have a material adverse effect on ISFB`s business, results of
operations and financial condition.
ISFB`s strategy to move into international operations and other expansions
exposes ISFB to several risks that could have an adverse affect on its business,
results of operations and financial condition.
A part of ISFB strategy is to expand its sales offices network throughout
the UK and into the United States and other international markets. There can be
no assurance that ISFB`s products or services will become widely accepted for
corporate clients in any international markets. In addition, ISFB expects that
the success of any additional foreign operations which it initiates in the
future will also be dependent upon local service providers and/or partners. If
revenues from international ventures are not adequate to cover the investments
in such activities, ISFB`s business, results of operations and financial
condition could be materially and adversely affected.
ISFB may experience difficulty in managing international operations as a
result of difficulty in locating effective foreign service providers and/or
partners, competition, technical problems, local laws and regulations, distance
and language and cultural differences. There can be no assurance that ISFB or
its international partners will be able to successfully market and operate in
foreign markets. ISFB also
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believes that, in light of substantial anticipated competition, it will be
necessary to aggressively market ISFB`s products and services into the UK and
international markets in order to effectively obtain market share, and there can
be no assurance that ISFB will be able to do so. There are certain risks
inherent in doing business on an international level, such as unexpected changes
in regulatory requirements, trade barriers, difficulties in staffing and
managing foreign operations, fluctuations in currency exchange rates, longer
payment cycles in general, problems in collecting accounts receivable,
difficulty in enforcing contracts, political and economic instability, seasonal
reductions in business activity in certain other parts of the world and
potentially adverse tax consequences. There can be no assurance that one or more
of such factors will not have a material adverse effect on ISFB`s future
international operations and, consequently, on ISFB`s business, results of
operations and financial condition.
Any significant deterioration in the general economic conditions would have an
adverse effect on ISFB`s business, result of operations or financial condition.
Time spent on the Internet by individuals, purchases of new computers and
purchases of membership subscriptions to Internet sites are typically
discretionary for consumers and may be particularly affected by adverse trends
in the general economy. The success of ISFB`s operations depends to a
significant extent upon a number of factors relating to discretionary consumer
spending, including economic conditions (and perceptions of such conditions by
consumers) affecting disposable consumer income such as employment, wages and
salaries, business conditions, interest rates, availability of credit and
taxation for the economy as a whole and in regional and local markets where ISFB
operate. There can be no assurance that consumer spending will not be adversely
affected by general economic conditions, which could negatively impact ISFB`s
results of operations or financial condition. Any significant deterioration in
general economic conditions or increases in interest rates may inhibit
consumers` use of credit and cause a material adverse effect on ISFB`s revenues
and profitability. In addition, ISFB`s business strategy relies on advertising
by and agreements with other Internet companies. Any significant deterioration
in general economic conditions that adversely affects these companies could also
have a material adverse effect on ISFB`s business, results of operations and
financial condition.
If the trading price of ISFB`s common stock remains volatile, the long-term
trading price may be adversely affected regardless of ISFB`s performance and a
class action litigation may be instituted against ISFB which would have an
adverse effect on ISFB`s business, results of operations and financial
condition.
The trading price of ISFB`s common stock has been volatile and may continue
to be subject to wide fluctuations in response to quarterly variations in
operating results, announcements of technological innovations or new products
and services by ISFB or its competitors, changes in financial estimates by
securities analysts, the operating and stock price performance of other
companies that investors may deem comparable to ISFB and other events or
factors. In addition, the stock market in general, and the market prices
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for Internet-related companies in particular, have experienced extreme
volatility that often has been unrelated to the operating performance of such
companies. These broad market and industry fluctuations may adversely affect the
trading price of ISFB`s common stock, regardless of ISFB`s operating
performance. In the past, following periods of volatility in the market price of
the Company`s securities, securities class action litigation has often been
instituted against the Company. Such litigation, if instituted, whether or not
successful, could result in substantial costs and a diversion of Management`s
attention and resources, which would have a material adverse effect on the
Company`s business, results of operations and financial condition.
The value and transferability of ISFB shares may be adversely impacted by the
limited trading market for ISFB common stock, the penny stock rules and futures
share issuance. There is a limited market for ISFB`s common stock.
No assurance can be given that a market for ISFB`s common stock will be
sustained or that the common stock will be quoted on the NASD`s Over the Counter
Bulletin Board.
The sale or transfer of ISFB common stock by shareholders may be subject to
the so-called "penny stock rules."
Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a
"penny stock" (as defined in Rule 3a51-1) to or effect the purchase of a penny
stock by any person unless:
(a) such sale or purchase is exempt from Rule 15g-9;
(b) prior to the transaction the broker or dealer has (1) approved the
person`s account for transaction in penny stocks in accordance with
Rule 15g-9, and (2) received from the person a written agreement to
the transaction setting forth the identity and quantity of the penny
stock to be purchased; and
(c) the purchaser has been provided an appropriate disclosure statement as
to penny stock investment.
The Securities and Exchange Commission adopted regulations that generally
define a penny stock to be any equity security other than a security excluded
from such definition by Rule 3a51-1. Such exemptions include, but are not
limited to (1) an equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operations
for at least three years, (ii) net tangible assets of at least $5,000,000, if
such issuer has been in continuous operation for less than three years, or (iii)
average revenue of at least $6,000,000 for the preceding three years; (2) except
for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that
has a price of $5.00 or more; and (3) a security that is authorized or approved
for authorization upon notice of issuance for quotation on the NASDAQ Stock
Market, Inc.`s Automated Quotation System.
17
<PAGE>
It is likely that shares of common stock, assuming a market were to develop
therefore, will be subject to the regulations on penny stocks; consequently, the
market liquidity for the common stock may be adversely affected by such
regulations limiting the ability of broker/dealers to sell ISFB common stock and
the ability of shareholders to sell their securities in the secondary market.
Moreover, ISFB shares may only be sold or transferred by ISFB shareholders
in those jurisdictions in which an exemption for such "secondary trading" exists
or in which the shares may have been registered.
ISFB has not declared any dividends since inception, and has no present
intention of paying any cash dividends on its common stock in the foreseeable
future. The payment by ISFB of dividends, if any, in the future, rests in the
discretion of ISFB`s Board of Directors and will depend, among other things,
upon ISFB`s earnings, its capital requirements and financial condition, as well
as other relevant factors.
Potential future 144 sales may impact the value of ISFB stock .
As of May 11, 2000, of the shares of ISFB common stock authorized, there
were issued and outstanding 14,512 071 shares of which 9,375,971 are "restricted
shares" as that term is defined under the Securities Act, and in the future may
be sold in compliance with Rule 144 of the Securities Act, or pursuant to a
Registration Statement filed under the Securities Act. Rule 144 provides, in
essence, that a person holding restricted securities for a period of 1 year may
sell those securities in unsolicited brokerage transactions or in transactions
with a market maker, in an amount equal to the greater of (i) 1% of ISFB
outstanding common stock or (ii) the average weekly trading volume for the four
week period prior to the proposed date of sale, every 3 months as reported on an
automated quotation system (as to which the `pink sheets` would not qualify) .
Additionally, Rule 144 requires that an issuer of securities make available
adequate current public information with respect to the issuer. Such information
is deemed available if the issuer satisfies the reporting requirements of
Sections 13 or 15(d) of the Exchange Act and of Rule15c2-11 thereunder. Rule 144
also permits, under certain circumstances, that sale of shares by a person who
is not an affiliate (and has not been an affiliate for the 90 day period
preceding the proposed sale) of ISFB and who has satisfied a 2 year holding
period without any quantity limitation and whether or not there is adequate
current public information available.
The possible issuance of additional shares may impact the value of ISFB stock.
ISFB is authorized to issue up to 50,000,000 shares of common stock. It is
ISFB`s intention to issue more shares. Sales of substantial amounts of common
stock (including shares issuable upon the exercise of stock options, the
conversion of the notes and the exercise of the warrants), or the perception
that such sales could occur, could materially adversely affect prevailing market
prices for the common stock and the ability of ISFB to raise equity capital in
the future.
18
<PAGE>
ISFB`s inability to supply demanded functionality may affect its success.
ISFB maintains a close relationship with Warwick University - one of the
UK`s top academic institutions in IT and e-commerce. This enables ISFB`s
technology potential to be renewed and its technology team to be strengthened
when needed through a pipeline for resource. This relationship may not continue
to operate as we expect and changes in University policy may not allow graduates
and research fellows to support ISFB.
ISFB inability to provide on-line services may affect our success.
ISFB and its suppliers rely on third parties for both services and
equipment, which are a vital element to the operation of the business. ISFB uses
an external company to provide networks in the Internet Service Provider (ISP)
portion of its business. Intermittent or permanent loss of this service to ISFB
clients may result in their Web Sites not functioning properly resulting in loss
of business.
ISFB`s ability to generate revenue from installed sites may affect its success.
ISFB receives a portion of its income from on-going license fees as a
source of internal funds. This is set to increase as more products are
installed. If the products are not upgraded to meet new processes, there may be
a tendency to replace ISFB products with alternatives as they become available
from competitors.
(e) Management`s Discussion And Analysis Or Plan Of Operation
1. Operations To Date
Following its formation in 1997, the Company built its reputation as being
a small problem-solving company using the Internet as a `means to an end` rather
than `an end in itself.` The solutions were being sold at that time on various
platforms including PC, Mini and mainframe computers. During the next couple of
years a tool set was developed to satisfy data flow and security requirements to
enable common components to be integrated successfully and these formed the
basis of the Internet and the Web products. The tools were then implemented in a
number of UK corporations, including Volvo, IMI, London Taxis International and
Courtaulds, allowing the building of a considerable `user base` of demonstrable
sites. These formed the reference components for the products assembled during
year ended March 31, 1999.
Initial financing to launch the business was received from a combination of
invested capital from the original business owners and use of self funded
contracts. Investment was limited, however, allowing the Company to grow only
slowly during its first and second years of business, while continuing to expand
its client base. The nature of the business is such that the cost of sales
arises largely from software and design labor. Payment terms on contracts are
heavily front end loaded to fund the contract costs.
19
<PAGE>
Margins are such that the bulk of the software production overhead expense can
be borne by the contracts. Finance is needed to fund Marketing, Sales, Research
and Development in core products and the unfunded work-in-progress in delayed
contracts. After about 9 months of focus development resource, the ISFB product
components were available to the market.
ISFB intends to raise up to $4,500,000 in a direct private placement
offering pursuant to the terms of Regulation S. Such offering will be
self-underwritten.
ISFB has developed a range of products that are beginning to sell well and
as the Internet grows ISFB believes such markets will expand. The business will
be further developed, capitalizing on the expertise of ISFB to supply selected
market sectors with the solutions they need, thereby maximizing growth and
revenue.
Future growth will be generated through the expansion of ISFB`s sales
network throughout the UK, Europe and into the United States and other
international markets as well as through acquisitions and partnerships which
provide strategic benefit both in generating products with high earning
potential and also in creating a wider range of channels to market.
Another area of growth is the use of Wireless Application Protocol devices.
ISFB has already developed a demonstrator and will be seeking investment to
expand its activities in this field
2. Nine Month Period Ended December 31, 2000
The Company has a core team of 16 full time staff backed by associate
programmers, designers and system architects able to customize ISFB products
into bespoke system solutions. The new team now has the ability to take on
larger, more complex contracts in line with the new corporate strategic
direction.
Technical and production headcount has been increased by 12 during the nine
month period ended December 31, 1999 to extend and enhance the Company`s range.
In addition to the technical headcount, new sales personnel were engaged in
August/September to boost the falling sales volumes. The impact of the new
personnel did not start to benefit ISFB until the last quarter of the fiscal
year due to the learning curve associated with the Company`s products.
3. Fiscal Year Ended March 31, 1999
This was the first year that ISFB Ltd. commenced operations. Initial sales
were secured and personnel resources were `bought in` resulting in the incursion
of consultancy costs and related charges for technical work and marketing.
No value was attributed to the developed products when ISFB Ltd. was formed
resulting in a low value attributed to cost of sales and thus the subsequent
high level of gross profit in relation to the sales.
20
<PAGE>
Work in Progress accounting was not applied in this year due to the limited
information available to attribute costs accurately to specific orders and the
resulting sales. All costs were therefore expensed.
4. Changes in Accounting Policy
During the year ended March 31, 2000, Management decided to change the
Company`s accounting policy to take into account the increase in value of the
intellectual property rights invested in products.
The development of ISFB`s core products and the related technical personnel
costs have now been charged to development.
During the nine month period ended December 31, 1999 new products were
developed, replacing some of the products in the portfolio that were sold in the
prior year and introduced into the Company. This resulted in a poor trading
performance which is attributable to not having engaged the sales personnel at
the crucial time when sales volume began to fall, and new products were not
sufficiently advanced in their development cycle to compensate for the decline.
Work in Progress accounting was introduced in the last quarter of the 1999
calendar year to reflect the increased number of orders and the time to
customize those orders.
Overhead costs included all personnel costs as in the prior year, but in
2000/01 the costs of sales are budgeted on the basis of attributing the costs of
the technical personnel more directly to specific orders and subsequent sales.
With the introduction of the work in progress policy in the last quarter, it was
not considered appropriate or feasible to allocate such costs retrospectively to
the accounts and thus all technical and production costs are reflected in the
overhead value.
Improved controls on development work, and the effectiveness of the sales
personnel that have been introduced will benefit the performance in the fiscal
year ending March 31, 2001.
The principal variances from the previous financial year are as follows:-
$K
Volume 272
Technical personnel costs 32
Recruitment 80
Marketing costs 64
Sales personnel 320
-----
768
21
<PAGE>
Actual costs of technical personnel are greater than the above value but
their costs are primarily charged to work in progress or development costs and
thus have a limited impact on the variances.
ISFB, Ltd., ISFB`s wholly owned subsidiary has been operating during
1999/2000 with a very low operating capital of $16,000 and an overdraft facility
of $104,000. This funding level has created operating issues during the year and
has been totally inadequate for the day to day requirements of the Company.
However, until ISFB can complete a financing, the activities of ISFB, Ltd. have
been substantially contained. This will result in lower revenues being realized.
5. Plan of Operation
ISFB`s plan of operation for the year ending March 31, 2001 anticipates an
increase in employees to 30 people. New premises have been identified which are
more appropriate to a developing company and negotiations have commenced.
Sales are budgeted to increase from the start of the year as new products
come on stream. Recently secured orders from government and the media underpin
this forecast.
Overhead expenses have been reduced and the Company expects this to
continue. General investment in product development is budgeted to continue at
the low level of $128K per annum pending agreement on specific product
investments which will be treated as projects external to the current budget.
The budgeted increase in gross profit, arising from an increase in volume
and increased control of costs, indicates that overall ISFB, Ltd. should be
profitable on a month by month basis from the end of the fiscal year.
The cash forecast based upon the budgeted trading performance would
indicate a monthly positive cash flow occurring month on month from December and
therefore there is a requirement for short term funding both to fund working
capital and cover any product specific additional R&D investment.
6. Forward Looking Statements
This report includes `Forward Looking Statements` within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.
Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words or phrases
such as "expects" or "does not expect", "is expected", "anticipates" or "does
not anticipate", "plans", "estimates" or "intends", or stating that certain
actions, events or results "may", "could", "would", "might" or "will" be taken,
occur or be achieved) are not statements of historical fact and may be "forward
looking statements". Such statements are included among other places
22
<PAGE>
in this Form 8K, in the sections entitles "Management`s Discussion and Analysis
or Plan of Operation", "ISFB`s Business" and "Risk Factors Associated with ISFB
and its Business". Forward-Looking Statements are based on expectations,
estimates and projections at the time the statements are being made that involve
a number of risks and uncertainties which could cause actual results or events
to differ materially from those presently anticipated. See "Risk Factors
Associated with ISFB and Its Business" herein. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that
<SEC-DOCUMENT>0000891554-00-001435-index.html : 20000519
<SEC-HEADER>0000891554-00-001435.hdr.sgml : 20000519
ACCESSION NUMBER: 0000891554-00-001435
CONFORMED SUBMISSION TYPE: 8-K12G3
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20000331
ITEM INFORMATION:
ITEM INFORMATION:
FILED AS OF DATE: 20000517
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERNET SOLUTIONS FOR BUSINESS INC
CENTRAL INDEX KEY: 0001114859
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 860889110
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 8-K12G3
SEC ACT:
SEC FILE NUMBER: 000-30655
FILM NUMBER: 639085
BUSINESS ADDRESS:
STREET 1: INTERNET HOUSE
STREET 2: CANAL BASIN, COVENTRY, ENGLAND
MAIL ADDRESS:
STREET 1: INTERNET HOUSE
STREET 2: CANAL BASIN, COVENTRY, ENGLAND
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K12G3
<SEQUENCE>1
<DESCRIPTION>FORM 8-K12G3
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 11, 2000
Date of Report
(Date of Earliest Event Reported)
International Solutions For Business, Inc.
(Exact name of Registrant as Specified in its Charter)
Internet House, Canal Basin, Coventry, England
(Address of Principal Executive Offices)
44-24-76-633177
(Registrant`s Telephone Number)
Not Applicable
(Former name and former address)
Nevada 000-27761 86-0889110
------ --------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Merger Agreement. Pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of May 11, 2000 between Chauvin Enterprises, Inc.,
a Delaware corporation ("Chauvin"), and Internet Solutions For Business, Inc., a
Nevada corporation ("ISFB"), all the outstanding shares of common stock of
Chauvin were exchanged for 100,000 shares of common stock of ISFB and other
consideration consisting of cash and payment of certain fees and expenses in an
aggregate amount equal to $144,970, in a transaction in which ISFB was the
surviving corporation.
The Merger Agreement was adopted by the unanimous consent of the Board of
Directors of Chauvin and approved by the unanimous consent of the shareholders
of Chauvin on May 4, 2000. The Merger Agreement was adopted by the unanimous
consent of the Board of Directors of ISFB on May 4, 2000. A copy of the Merger
Agreement is filed as an exhibit to this Form 8-K and is incorporated in its
entirety herein. The foregoing description is modified by such reference.
Prior to the merger, Chauvin had 1,627,000 shares of common stock
outstanding which shares were exchanged for 100,000 shares of common stock of
ISFB. By virtue of the merger, ISFB acquired 100% of the issued and outstanding
common stock of Chauvin.
The officers, directors, and by-laws of ISFB will continue without change
as the officers, directors, and by-laws of the successor issuer. See "Item 2.
Acquisition or Disposition of Assets - ISFB`s Directors, Executive Officers,
Promoters and Control Persons and Key Employees" below.
(b) Control of ISFB:
On May 11, 2000, ISFB had 14,512,071 shares issued and outstanding. The
following table sets forth certain information regarding the beneficial
ownership of the Common Stock of ISFB as of May 11, 2000 of (1)each person who
is known to ISFB to own beneficially more than 5% of ISFB`s outstanding Common
Stock, (2) each of ISFB`s directors and officers, and (3) all directors and
officers of ISFB as a group:
2
<PAGE>
<TABLE>
<CAPTION>
Position with Amount of Stock
Name and Address The Company Beneficially Owned Percentage
---------------- ----------- ------------------ ----------
of Class
--------
<S> <C> <C> <C>
Lawrence Shaw Chief Executive 4,498,452 31.2%
180 Rugby Road Officer and
Binley Woods Coventry UK Director
Ronald Shaw Director 185,000 1.28%
57 Nunts Lane
Coventry CV6 4GZ, UK
Edward Fitzpatrick (1) Director 234,286 1.625%
Riddings Place, Hampton Lane
Knowle B92 6PA, UK
Heritage Equities Ltd. None 1,171,429 8.128%
Boca Raton, Florida
Officers and Directors as a Group 4,917,738 34.1%
</TABLE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) Criteria for Merger. The consideration exchanged pursuant to the Merger
Agreement was negotiated between Chauvin and ISFB.
In evaluating ISFB as a candidate for the proposed merger, Chauvin used
criteria such as the value of the assets of ISFB and its subsidiaries, the
anticipated operations and acquisitions, material contracts, business name and
reputation, quality of management, and current and anticipated operations.
Chauvin determined that the consideration for the merger was reasonable.
(b) Corporate History of ISFB. ISFB intends to continue to develop its
business by focusing on project incubation and software development, security,
web and interconnection and communications technologies including but not
limited to WAP, ADSL and ASP for Web site development technologies, Internet and
e-commerce activities.
ISFB was incorporated in the State of Nevada on September 5, 1987, under
the name of "Universal Funding Services Inc." The name was changed to "Universal
Reduction Melting Technologies Inc." on June 30, 1998 and Internet Solutions for
Business, Inc. on March 9, 1999.
On February 28, 1999 ISFB acquired all the outstanding capital stock of
Internet Solutions for Business Limited ("ISFB, Ltd."), a corporation formed
under the laws of the United Kingdom ("UK"), in exchange for 7,000,000 shares of
ISFB`s Common
----------
1 Edward Fitzpatrick is a principal of Noguchi Partnership (formerly known as
the Heritage Equities Ltd.) owning 20% of the equity thereof. Accordingly,
beneficial ownership of 20% of the shares owned directly by Noguchi Partnership
are attributed to Mr. Fitzpatrick.
3
<PAGE>
Stock. ISFB, Ltd. was formed on March 17, 1997. It is a turnkey Internet
solution provider, web-application developer and system integrator based in the
UK. ISFB maintains its principal office at Internet House, Canal Basin,
Coventry, England. It`s telephone number is 011 44 24 76 633177.
(c) ISFB`s Business. ISFB, through ISFB, Ltd., provides
business-to-business web-enabled solutions. Its clients are in the
manufacturing, technology, media, publishing, commerce and government sectors.
ISFB has adopted the philosophy of providing a web product for small to medium
sized enterprises and corporations. To date, ISFB`s marketing efforts have been
limited to the UK.
ISFB`s strategy is to focus on market led product development to exploit
the opportunities presented by the World-Wide-Web. ISFB offers products and
services to aid clients to successfully migrate marketing, trading,
communication and business initiatives to the World-Wide-Web. Value added
services offered by ISFB include consultancy services on web design and
functionality as part of an e-commerce solution and project management of
external resources which integrate with ISFB product offerings, graphics partner
used for corporate brochures, and house style.
The Internet marketplace is diverse and clients require a cross-section of
solutions. ISFB is continually attempting to develop new markets and software to
help its clients disseminate information, procure products and make available
investor information.
Employees
ISFB Ltd. has approximately 16 employees most of whom specialize in
technical development and design. In addition, from time to time, ISFB employs
independent consultants.
The Products, Services and Technology
ISFB Ltd. has developed a range of products and services the details of
which are set out below:
o Standard core products with customized illustrative design based on its
clients logo, selling message and house style;
o Value added services ranging from consultancy through to preparation of web
enabled business solution specifications;
o Maintenance of Web sites including search engine management, market and
client profiling and data analysis;
o Web Hosting; and
o Internet Service Provider (ISP).
The product range also includes access statistics products, search engine
optimizers, registration systems and a track and trace Anti-Spam product to
filter out junk
4
<PAGE>
e-mails. Every product is completely compatible so that any product can simply
be plugged into an existing ISFB site. This standardization is achieved while
allowing the graphic design to be unique to every client. These products have
significant market potential over a life expectancy of more than five years.
The sales strategy is not only to sell products directly to the end users
but also to use peer group partner companies who will embed such products into
their own solutions for their customers.
Technology
The changing needs of the market sector require the employees of ISFB to
continuously review the market needs and trends, development products, services
and the like. ISFB believes in the importance of staff development, offering
cross training, allowing the working on both standard product and project
developments ensuring the ongoing nurturing of skill sets.
ISFB provides clients the facility for design, development, integration and
support on Unix / Dos / Novell / Windows (NT, 95 and 3.x) / Mac / Acorn
environments in addition to application development in VB 4/5, CGI, Perl, Active
X, C, C++, Java / Java Script, SQL and ODBC operating systems and/or languages.
The ISFB Technical Department is responsible for running the Unix and Windows NT
machines.
ISFB has:
o The ability to install and configure the operating systems listed above on
many hardware set-ups;
o Programming abilities including CGI, Shell, Perl, C, C++, and Lite;
o Experience in SMTP, Sendmail, httpd (Apache, NCSA), IIS, Mailing lists
(major-domo, listserv), IP routing (BGP4, Cisco IOS), Databases (Unix, NT),
news (inn), ftp, dns, pop3, finger, and telnet;
o A detailed knowledge of the major hardware architectures, specifically
desktop and server PC configurations; and
o All ongoing technical services to manage and support systems on a 24 hour
daily basis.
Intellectual Property
Intellectual property is accumulated by ISFB, Ltd. and incorporated in the
products it develops and services it offers. ISFB owns these rights and has the
potential to assign these to specialist market/product focused groups which
could then become subsidiary companies in their own right thus creating and
enhancing shareholder value.
Markets
ISFB sells to businesses only and does not deal directly with consumers.
Estimating the current size of the addressable market is difficult. However, the
principal
5
<PAGE>
market served by ISFB is the small and medium sized enterprise market in the UK
where IT Services/e-commerce spending could vary between 0.5 % and 1.5% of such
a company`s sales depending on processes. This would yield an approximate market
size addressed by ISFB in the year 2001 of approximately 2 to 4 billion dollars
in the geographic area in which it currently operates. ISFB believes that this
represents approximately 10% of the total estimated UK IT services market for
e-commerce products and services.
It has been a strategic decision to limit customers to companies located
within 80 miles of ISFB`s base in Coventry, England initially before addressing
the wider geographic market. It is anticipated that future growth will be
generated not only through internal expansion but through geographical expansion
in the UK, the United States and other international centers, as well as through
acquisitions and strategic alliances. ISFB`s business will be further developed
along market led lines, capitalizing on the expertise of ISFB to supply selected
market sectors with the solutions they need.
Traditional industries, such as manufacturing, that have thought about IT
investment in the past must now Web-enable their businesses on-line or face
being uncompetitive. ISFB is poised to generate revenues by meeting the needs of
the increasing number of companies and organizations who recognize the value of
Internet solutions.
It is anticipated that future growth will be generated not only through
internal expansion but through acquisitions and partnerships as well.
Partnerships are invaluable for both sales and development.
Competitors
In each of the identified sectors in which ISFB operates, the "Internet
Solutions Business" is fragmented and highly competitive with relatively low
barriers to entry. Competition and ISFB`s competitive position vary across the
industries served. Competition is usually regional in nature with few companies
specializing in full turnkey solutions.
Management believes that ISFB`s competitiveness is based on its ability to
understand a client`s specific needs, and to deliver solutions well matched to
those needs as well as on the pricing of its value added services. The principal
competitive factors in attracting projects are track record, pricing, benefits,
availability and duration together with the specification proposed. Management
believes that potential clients only have a small number of preferred suppliers
for Internet Solutions. Increasing demand for online trading has left a gap in
the market to serve clients who require intermediate solutions as a
stepping-stone to full back-office integration. Therefore, ISFB`s reputation and
its ability to offer appropriate products and services are important factors in
ISFB`s ability to attract projects. The ability to secure such projects from
blue-chip clients will determine competitive advantage and will help to attract
other clients through referral.
6
<PAGE>
Although a very young company in conventional business terms, ISFB has the
advantage of longevity in the marketplace, being operational in the first
instant as a private and then public entity for more than five years.
(d) Risk Factors Associated with ISFB and its Business
The following risks should be considered carefully. ISFB`s business,
financial condition and results of operations could be materially and adversely
affected by any of the following risks.
ISFB`s limited operating history makes the evaluation of ISFB`s current business
and the forecasting of ISFB`s future results difficult.
ISFB has only a limited operating history upon which an evaluation of
ISFB`s current business and prospects can be based, each of which must be
considered in light of the risks, expenses and problems frequently encountered
by all companies in the early stages of development, and particularly by such
companies entering new and rapidly developing markets like the Internet.
Risks related to the Internet may affect ISFB`s success.
There are many risks associated with operations on the Internet that may
adversely affect ISFB`s success. Such risks include, without limitation, the
following:
o the possibility that the Internet will fail to achieve broad acceptance;
o ISFB`s inability to attract or retain clients;
o a new and relatively unproven business model;
o ISFB`s ability to anticipate and adapt to a developing market;
o the failure of ISFB`s network infrastructure (including its servers,
hardware and software) to efficiently handle its Internet traffic;
o changes in laws that may adversely affect ISFB`s business;
o ISFB`S ability to manage effectively rapidly expanding operation, including
the amount and timing of capital expenditures and other costs relating to
the expansion of ISFB`s operations;
o the introduction and development of different or more extensive solutions
by ISFB`s direct and indirect competitors (including those with greater
financial, technical and marketing resources) which may cause loss of
market share;
7
<PAGE>
o ISFB`s inability to maintain and support increased levels of traffic on
ISFB`s installed sites;
o ISFB`s inability to attract, retain and motivate qualified personnel;
Future growth predictions may be inaccurate.
ISFB`s limited operating history makes the prediction of future results
difficult or impossible. Furthermore, ISFB`s limited operating history leads
ISFB to believe that period-to-period comparisons of ISFB`s operating results
may not be meaningful and that the results for any particular period should not
be relied upon as an indication of future performance. To the extent that
revenues do not grow at anticipated rates, ISFB`s business, results of
operations and financial condition would be materially and adversely affected.
ISFB anticipates that losses may continue.
ISFB anticipates incurring losses for the 12 month period ending March 31,
2000 and that it may continue to incur net monthly losses on occasion. ISFB had
a loss of $820,000 for the 9 month period ended December 31, 1999. The extent of
future losses will depend, in part, on the amount of growth in revenues from
products and Internet Solution services. As of March 31, 1999, ISFB had a small
operating income of $435,841. ISFB expects that operating costs will increase
during the next several years, especially in the areas of sales and marketing,
product development and general and administrative expenses as it pursues its
expansion strategy. Thus, ISFB will need to generate increased revenues faster
than the rate of growth in costs to achieve profitability. To the extent that
increases in its operating expenses precede or are not subsequently followed by
corresponding increases in revenues, or if it is unable to adjust operating
expense levels accordingly, ISFB`s business, results of operations and financial
condition would be materially and adversely affected. There can be no assurance
that ISFB will sustain profitability or that its operating losses will not
increase in the future.
ISFB`s future success is dependent on the continued growth in use of and the
commercial viability of the internet.
ISFB`s future success is substantially dependent upon the continued growth
in the use of the Internet. To support product and solution sales revenues, the
Internet`s recent and rapid growth must continue, and use of the Internet must
become widespread. None of these can be assured. The Internet may prove not to
be a viable information communications medium and information marketplace. If
use of the Internet does not continue to grow, ISFB`s business, results of
operations and financial condition would be materially and adversely affected.
8
<PAGE>
Additionally, there are several issues that could lead to resistance
against the acceptance of the Internet as a viable commercial marketplace. To
the extent that the Internet continues to experience significant growth in the
number of users and the level of use, there can be no assurance that its
technical infrastructure will continue to be able to support the demands placed
upon it. The necessary technical infrastructure for significant increases in
electronic news dissemination and e-commerce related to it, such as a reliable
network backbone, may not be timely and adequately developed. In addition,
performance improvements, such as high-speed modems, may not be introduced in a
timely fashion. Furthermore, security and authentication concerns with respect
to transmission over the Internet of confidential information, such as credit
card numbers, may remain. Also, the Internet could lose its viability due to
delays in the development or adoption of new standards and protocols required to
handle increased levels of activity, or due to increased governmental
regulation. Changes in or insufficient availability of telecommunications
services could result in slower response times and adversely affect usage of the
Internet. To the extent the Internet`s technical infrastructure does not
effectively support the growth that may occur, ISFB`s business, results of
operations and financial condition would be materially and adversely affected.
ISFB`s business model and acceptance of ISFB`s products is unproven in the
developing market in which ISFB operates.
ISFB`s business model is new and relatively unproven. The model depends
upon ISFB`s ability to generate multiple revenue streams by diversifying ISFB`s
product offerings. To be successful, ISFB must, among other things, develop and
market products and services that achieve broad market acceptance by its client
companies. No assurance can be given that ISFB`s business model will be
successful or that it can sustain revenue growth or be profitable. The market
for ISFB`s products and services is new, rapidly developing and characterized by
an increasing number of market entrants. As is typical of any new and rapidly
evolving market, demand and market acceptance for recently introduced products
and services are subject to a high level of uncertainty and risk. Moreover,
because this market is new and rapidly evolving, it is difficult to predict its
future growth rate, if any, and its ultimate size. If the market fails to
develop, develops more slowly than expected or becomes saturated with
competitors, or if ISFB`s products and services do not achieve or sustain market
acceptance, ISFB`s business, results of operations and financial condition would
be materially and adversely affected.
Potential fluctuations in ISFB`s operating results and quarterly fluctuations
may adversely affect ISFB`s trading price.
Our operating results may fluctuate significantly in the future as a result
of a variety of factors, many of which are outside of ISFB`s control. As a
strategic response to changes in the competitive environment, ISFB may from time
to time make certain pricing, service or marketing decisions or acquisitions
that could have a material short-
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term or long-term adverse effect on ISFB`s business, results of operations and
financial condition.
ISFB is controlled by its officers, directors and entities affiliated with them.
In the aggregate, ownership of ISFB shares by management represents a large
proportion of ISFB issued and outstanding shares of common stock. These
stockholders, if acting together, will be able to significantly influence all
matters requiring approval by ISFB`s stockholders, including the election of
directors and the approval of mergers or other business combination
transactions.
ISFB`s future performance is dependent on key personnel.
ISFB`s performance is substantially dependent on the performance of ISFB`s
senior management and key technical personnel. In particular, ISFB`s success
depends on the continued efforts of ISFB senior management team, especially
ISFB`s Chief Executive Officer, Lawrence Shaw. The loss of the services of any
of ISFB executive officers or other key employees could have a material adverse
effect on ISFB business, results of operations and financial condition.
ISFB`s future success also depends on ISFB`s continuing ability to retain
and attract highly qualified technical, editorial and managerial personnel. ISFB
anticipates that the number of ISFB`s employees will increase significantly in
the next 12 months. Wages for managerial and technical employees are increasing
and are expected to continue to increase in the foreseeable future due to the
competitive nature of this job market. There can be no assurance that ISFB will
be able to retain ISFB`s key managerial and technical personnel or that it will
be able to attract and retain additional highly qualified technical and
managerial personnel in the future. The inability to attract and retain the
technical and managerial personnel necessary to support the growth of ISFB`s
business, due to, among other things, a large increase in the wages demanded by
such personnel, could have a material adverse effect upon ISFB`s business,
results of operations and financial condition.
A majority of ISFB`s senior management is inexperienced in managing a public
company.
To manage its potential growth, ISFB must continue to implement and improve
its operational and financial systems, and must expand, train and manage its
employee base. Moreover the existing senior management has not had any previous
experience managing a growing public company. There can be no assurance that
ISFB will be able to effectively manage the expansion of its operations, that
ISFB systems, procedures or controls will be adequate to support its operations
or that its management will be able to achieve the rapid execution necessary to
fully exploit the market opportunity for its products and services. Any
inability to manage growth effectively could have a material adverse effect on
ISFB`s business, results of operations and financial condition.
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The Internet industry is characterized by rapid technological change which may
affect ISFB`s ability to respond to the evolving demands of ISFB`s market place.
The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequent new product introductions and enhancements. These market
characteristics are exacerbated by the emerging nature of the market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. ISFB`s future success will depend in significant
part on its ability to continually improve the performance, features and
reliability of the site in response to both evolving demands of the marketplace
and competitive product and service offerings, and there can be no assurance
that ISFB will be successful in doing so. In addition, the widespread adoption
of developing multimedia enabling technologies could require fundamental and
costly changes in ISFB`s technology and could fundamentally affect the nature,
viability and measurability of Internet-based advertising, which could adversely
affect ISFB`s business, results of operations and financial condition.
ISFB may suffer system failures on its web server system which could result in
negative publicity, and adversely affect ISFB`s market acceptance.
There is a reliance on third parties for both services and equipment by
ISFB and its suppliers, all of which are a vital element to the operation of the
business.
In the past, users have occasionally experienced difficulties with Internet
and online services due to system failures, including failures unrelated to ISFB
systems. Any disruption in Internet access provided by third parties could have
a material adverse effect on ISFB`s business, results of operations and
financial condition.
Our operations are dependent in part upon ISFB ability to protect ISFB
operating systems against damage from human error, fire, floods, power loss,
telecommunications failures, break-ins and similar events. ISFB does not
presently have redundant, multiple-site capacity in the event of any such
occurrence. ISFB`s servers are also vulnerable to computer viruses, break-ins
and similar disruptions from unauthorized tampering with ISFB`s computer
systems. The occurrence of any of these events could result in the interruption,
delay or cessation of service, which could have a material adverse effect on
ISFB`s business, results of operations and financial condition. In addition,
ISFB`s reputation and the smallcapcenter.com brand could be materially and
adversely affected.
There are security risks to ISFB`s network.
Experienced programmers ("hackers") have attempted on occasion to penetrate
ISFB`s network security. ISFB expects that these attempts will continue to occur
from time to time. Since a hacker who is able to penetrate ISFB`s network
security could misappropriate proprietary information or cause interruptions in
ISFB`s products and services or do other damage, ISFB may be required to expend
significant
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capital and resources to protect against or to alleviate problems caused by such
parties. Additionally, ISFB`s may not have a timely remedy against a hacker who
is able to penetrate ISFB network security. Such purposeful security breaches
could have a material adverse effect on ISFB`s business, results of operations
and financial condition. In addition to purposeful security breaches, the
inadvertent transmission of computer viruses could expose ISFB to a material
risk of loss or litigation and possible liability.
In offering certain payment services for some products and services, ISFB
could become increasingly reliant on encryption and authentication technology
licensed from third parties to provide the security and authentication necessary
to effect secure transmission of confidential information, such as customer
credit card numbers. Advances in computer capabilities, discoveries in the field
of cryptography and other discoveries, events, or developments could lead to a
compromise or breach of the algorithms that ISFB licensed encryption and
authentication technology used to protect such confidential information. If such
a compromise or breach of ISFB licensed encryption authentication technology
occurs, it could have a material adverse effect on ISFB`s business, results of
operations and financial condition. ISFB may be required to expend significant
capital and resources to protect against the threat of such security, encryption
and authentication technology breaches or to alleviate problems caused by such
breaches. Concerns over the security of Internet transactions and the privacy of
users may also inhibit the growth of the Internet generally, particularly as a
means of conducting commercial transactions.
ISFB`s ability to attract additional financing as needed may affect its future
success.
Additional financing will be required by ISFB as it expects negative
operating cash flow for the coming months until the routine income from
installed Web has grown to cover the cost of their support and development. Such
financing, if obtained by ISFB, may result in the issuance of additional
securities and may not be available on terms favorable to it.
ISFB expects that it will continue to experience negative operating cash
flow on occasion for the foreseeable future as a result of significant spending
on product development and infrastructure. Accordingly, ISFB will need to raise
additional funds in a timely manner in order to fund ISFB`s anticipated
expansion and new enhanced services or products, respond to competitive
pressures or acquire complementary products, businesses or technologies.
Additional funds will have to be raised through the issuance of equity or
convertible debt securities causing the percentage of ownership of ISFB`s
current stockholders to be reduced, stockholders to experience additional
dilution and such securities may have rights, preferences or privileges senior
to those of the holders of the common stock.
ISFB does not have any contractual restrictions on ISFB`s ability to incur
debt and, accordingly, ISFB could incur significant amounts of indebtedness to
finance its operations. Any such indebtedness could contain covenants, which
would restrict ISFB`s operations. There can be no assurance that additional
financing if and when
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needed will be available on terms favorable to ISFB, or at all. If adequate
funds are not available or are not available on acceptable terms, it would have
a material adverse effect on ISFB`s ability to fund its expansion, take
advantage of acquisition opportunities, develop or enhance services or products
or respond to competitive pressures.
Future acquisitions of other business entities by ISFB would entail numerous
risks and uncertainties which could have an adverse affect on its operations and
financial condition.
As part of ISFB`s business strategy, it expects to review acquisition
prospects that would complement its existing business, augment the distribution
of its products or enhance its technological capabilities. Future acquisitions
by ISFB could result in potentially dilutive issuances of equity securities,
large and immediate write-offs, the incurrence of debt and contingent
liabilities or amortization expenses related to goodwill and other intangible
assets, any of which could materially and adversely affect ISFB`s business,
results of operations and financial condition.
Furthermore, acquisitions entail numerous risks and uncertainties,
including difficulties in the assimilation of operations, personnel,
technologies, products and information systems of the acquired companies, the
diversion of management`s attention from other business concerns, the risks of
entering geographic and business markets in which ISFB has no or limited prior
experience and the potential loss of key employees of acquired organizations.
ISFB has only made two small acquisitions in the past. No assurance can be
given as to ISFB`s ability to successfully integrate any businesses, products,
technologies or personnel that might be acquired in the future, and ISFB`s
failure to do so could have a material adverse effect on its business, results
of operations and financial condition.
ISFB may be unable to protect the intellectual property rights upon which its
business relies, which could harm its competitiveness and cause customer
confusion.
ISFB regards substantial elements of its Web site designs and underlying
technology as proprietary and will attempt to protect them by relying on
intellectual property laws, including trademark, service mark, copyright and
trade secret laws and restrictions on disclosure and transferring title and
other methods. ISFB will also generally enter into confidentiality agreements
with its employees and consultants and in connection with its license agreements
with third parties. ISFB seeks to control access to and distribution of ISFB
technology, documentation and other proprietary information. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use ISFB`s proprietary information without authorization or to develop
similar technology independently. ISFB is pursuing the registration of ISFB
trademarks in the United Kingdom and internationally. Effective trademark,
service mark, copyright and trade secret protection may not be available in
every
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country in which ISFB services are distributed or made available through the
Internet, and policing unauthorized use of ISFB proprietary information is
difficult.
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any of ISFB`s proprietary rights. There can be no
assurance that the steps taken by ISFB will prevent misappropriation or
infringement of its proprietary information, which could have a material adverse
effect on ISFB business, results of operations and financial condition.
Litigation may be necessary in the future to enforce ISFB intellectual
property rights, to protect ISFB trade secrets or to determine the validity and
scope of the proprietary rights of others. Such litigation might result in
substantial costs and diversion of resources and management attention.
Furthermore, there can be no assurance that ISFB business activities will not
infringe upon the proprietary rights of others, or that other parties will not
assert infringement claims against ISFB including claims that by directly or
indirectly providing hyperlink text links to Web sites operated by third
parties, ISFB has infringed upon the proprietary rights of other third parties.
Moreover, from time to time, ISFB may be subject to claims of alleged
infringement by ISFB of the trademarks, service marks and other intellectual
property rights of third parties. Such claims and any resultant litigation,
should it occur, might subject ISFB to significant liability for damages, result
in invalidation of ISFB`s proprietary rights and, even if not meritorious, could
result in substantial costs and diversion of resources and management attention,
any of which could have a material adverse effect on ISFB`s business, results of
operations and financial condition.
As ISFB continues to introduce new products and services that incorporate
new technologies, it may be required to license additional technology from
others. There can be no assurance that these third-party technology licenses
will continue to be available to ISFB on commercially reasonable terms, if at
all. As a result, any inability on ISFB`s part to obtain any of these technology
licenses could result in delays or reductions in the introduction of new
services or could adversely affect the performance of ISFB`s existing services
until equivalent technology can be identified, licensed and integrated.
It is unclear how any existing and future laws enacted will be applied to the
Internet industry and what affect such laws will have on ISFB.
A number of legislative and regulatory proposals under consideration in the
US that may also be adopted by the UK and foreign governmental organizations may
lead to laws or regulations concerning various aspects of the Internet,
including, but not limited to, online content, user privacy, taxation, access
charges, liability for third-party activities and jurisdiction. Additionally, it
is uncertain how existing laws will be applied by the judiciary to the Internet.
The adoption of new laws or the application of existing laws may decrease the
growth in the use of the Internet, which could in turn decrease the
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demand for ISFB`s products and services, increase ISFB`s cost of doing business
or otherwise have a material adverse effect on ISFB`s business, results of
operations and financial condition.
Internet user privacy has become an issue both in the UK and abroad. ISFB
cannot predict the exact form of the regulations that the UK government may
adopt to protect such privacy. Any such action could affect the way in which
ISFB is are allowed to conduct its business, especially those aspects that
involve clients being restricted in the collection or use of personal
information, and could have a material adverse effect on ISFB business, results
of operations and financial condition.
The tax treatment of the Internet and e-commerce is currently unsettled. A
number of proposals have been made by working groups and by UK government
departments. Governments could impose taxes on the sale of goods and services
and certain other Internet activities. Recently, the Internet Tax Freedom Act
was signed into law in the US, placing a three-year moratorium on new state and
local taxes on certain aspects of Internet commerce in the US. However, there
can be no assurance that future laws imposing taxes or other regulations on
commerce over the Internet would not substantially impair the growth of
e-commerce and as a result have a material adverse effect on ISFB`s business,
results of operations and financial condition.
Although ISFB`s servers are located in the UK, the governments of other
foreign countries might attempt to take action against ISFB for violations of
their laws. There can be no assurance that violations of such laws will not be
alleged or charged by provincial, state or foreign governments and that such
laws will not be modified, or new laws enacted, in the future. Any of the
foregoing could have a material adverse effect on ISFB`s business, results of
operations and financial condition.
ISFB`s strategy to move into international operations and other expansions
exposes ISFB to several risks that could have an adverse affect on its business,
results of operations and financial condition.
A part of ISFB strategy is to expand its sales offices network throughout
the UK and into the United States and other international markets. There can be
no assurance that ISFB`s products or services will become widely accepted for
corporate clients in any international markets. In addition, ISFB expects that
the success of any additional foreign operations which it initiates in the
future will also be dependent upon local service providers and/or partners. If
revenues from international ventures are not adequate to cover the investments
in such activities, ISFB`s business, results of operations and financial
condition could be materially and adversely affected.
ISFB may experience difficulty in managing international operations as a
result of difficulty in locating effective foreign service providers and/or
partners, competition, technical problems, local laws and regulations, distance
and language and cultural differences. There can be no assurance that ISFB or
its international partners will be able to successfully market and operate in
foreign markets. ISFB also
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believes that, in light of substantial anticipated competition, it will be
necessary to aggressively market ISFB`s products and services into the UK and
international markets in order to effectively obtain market share, and there can
be no assurance that ISFB will be able to do so. There are certain risks
inherent in doing business on an international level, such as unexpected changes
in regulatory requirements, trade barriers, difficulties in staffing and
managing foreign operations, fluctuations in currency exchange rates, longer
payment cycles in general, problems in collecting accounts receivable,
difficulty in enforcing contracts, political and economic instability, seasonal
reductions in business activity in certain other parts of the world and
potentially adverse tax consequences. There can be no assurance that one or more
of such factors will not have a material adverse effect on ISFB`s future
international operations and, consequently, on ISFB`s business, results of
operations and financial condition.
Any significant deterioration in the general economic conditions would have an
adverse effect on ISFB`s business, result of operations or financial condition.
Time spent on the Internet by individuals, purchases of new computers and
purchases of membership subscriptions to Internet sites are typically
discretionary for consumers and may be particularly affected by adverse trends
in the general economy. The success of ISFB`s operations depends to a
significant extent upon a number of factors relating to discretionary consumer
spending, including economic conditions (and perceptions of such conditions by
consumers) affecting disposable consumer income such as employment, wages and
salaries, business conditions, interest rates, availability of credit and
taxation for the economy as a whole and in regional and local markets where ISFB
operate. There can be no assurance that consumer spending will not be adversely
affected by general economic conditions, which could negatively impact ISFB`s
results of operations or financial condition. Any significant deterioration in
general economic conditions or increases in interest rates may inhibit
consumers` use of credit and cause a material adverse effect on ISFB`s revenues
and profitability. In addition, ISFB`s business strategy relies on advertising
by and agreements with other Internet companies. Any significant deterioration
in general economic conditions that adversely affects these companies could also
have a material adverse effect on ISFB`s business, results of operations and
financial condition.
If the trading price of ISFB`s common stock remains volatile, the long-term
trading price may be adversely affected regardless of ISFB`s performance and a
class action litigation may be instituted against ISFB which would have an
adverse effect on ISFB`s business, results of operations and financial
condition.
The trading price of ISFB`s common stock has been volatile and may continue
to be subject to wide fluctuations in response to quarterly variations in
operating results, announcements of technological innovations or new products
and services by ISFB or its competitors, changes in financial estimates by
securities analysts, the operating and stock price performance of other
companies that investors may deem comparable to ISFB and other events or
factors. In addition, the stock market in general, and the market prices
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for Internet-related companies in particular, have experienced extreme
volatility that often has been unrelated to the operating performance of such
companies. These broad market and industry fluctuations may adversely affect the
trading price of ISFB`s common stock, regardless of ISFB`s operating
performance. In the past, following periods of volatility in the market price of
the Company`s securities, securities class action litigation has often been
instituted against the Company. Such litigation, if instituted, whether or not
successful, could result in substantial costs and a diversion of Management`s
attention and resources, which would have a material adverse effect on the
Company`s business, results of operations and financial condition.
The value and transferability of ISFB shares may be adversely impacted by the
limited trading market for ISFB common stock, the penny stock rules and futures
share issuance. There is a limited market for ISFB`s common stock.
No assurance can be given that a market for ISFB`s common stock will be
sustained or that the common stock will be quoted on the NASD`s Over the Counter
Bulletin Board.
The sale or transfer of ISFB common stock by shareholders may be subject to
the so-called "penny stock rules."
Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a
"penny stock" (as defined in Rule 3a51-1) to or effect the purchase of a penny
stock by any person unless:
(a) such sale or purchase is exempt from Rule 15g-9;
(b) prior to the transaction the broker or dealer has (1) approved the
person`s account for transaction in penny stocks in accordance with
Rule 15g-9, and (2) received from the person a written agreement to
the transaction setting forth the identity and quantity of the penny
stock to be purchased; and
(c) the purchaser has been provided an appropriate disclosure statement as
to penny stock investment.
The Securities and Exchange Commission adopted regulations that generally
define a penny stock to be any equity security other than a security excluded
from such definition by Rule 3a51-1. Such exemptions include, but are not
limited to (1) an equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operations
for at least three years, (ii) net tangible assets of at least $5,000,000, if
such issuer has been in continuous operation for less than three years, or (iii)
average revenue of at least $6,000,000 for the preceding three years; (2) except
for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that
has a price of $5.00 or more; and (3) a security that is authorized or approved
for authorization upon notice of issuance for quotation on the NASDAQ Stock
Market, Inc.`s Automated Quotation System.
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It is likely that shares of common stock, assuming a market were to develop
therefore, will be subject to the regulations on penny stocks; consequently, the
market liquidity for the common stock may be adversely affected by such
regulations limiting the ability of broker/dealers to sell ISFB common stock and
the ability of shareholders to sell their securities in the secondary market.
Moreover, ISFB shares may only be sold or transferred by ISFB shareholders
in those jurisdictions in which an exemption for such "secondary trading" exists
or in which the shares may have been registered.
ISFB has not declared any dividends since inception, and has no present
intention of paying any cash dividends on its common stock in the foreseeable
future. The payment by ISFB of dividends, if any, in the future, rests in the
discretion of ISFB`s Board of Directors and will depend, among other things,
upon ISFB`s earnings, its capital requirements and financial condition, as well
as other relevant factors.
Potential future 144 sales may impact the value of ISFB stock .
As of May 11, 2000, of the shares of ISFB common stock authorized, there
were issued and outstanding 14,512 071 shares of which 9,375,971 are "restricted
shares" as that term is defined under the Securities Act, and in the future may
be sold in compliance with Rule 144 of the Securities Act, or pursuant to a
Registration Statement filed under the Securities Act. Rule 144 provides, in
essence, that a person holding restricted securities for a period of 1 year may
sell those securities in unsolicited brokerage transactions or in transactions
with a market maker, in an amount equal to the greater of (i) 1% of ISFB
outstanding common stock or (ii) the average weekly trading volume for the four
week period prior to the proposed date of sale, every 3 months as reported on an
automated quotation system (as to which the `pink sheets` would not qualify) .
Additionally, Rule 144 requires that an issuer of securities make available
adequate current public information with respect to the issuer. Such information
is deemed available if the issuer satisfies the reporting requirements of
Sections 13 or 15(d) of the Exchange Act and of Rule15c2-11 thereunder. Rule 144
also permits, under certain circumstances, that sale of shares by a person who
is not an affiliate (and has not been an affiliate for the 90 day period
preceding the proposed sale) of ISFB and who has satisfied a 2 year holding
period without any quantity limitation and whether or not there is adequate
current public information available.
The possible issuance of additional shares may impact the value of ISFB stock.
ISFB is authorized to issue up to 50,000,000 shares of common stock. It is
ISFB`s intention to issue more shares. Sales of substantial amounts of common
stock (including shares issuable upon the exercise of stock options, the
conversion of the notes and the exercise of the warrants), or the perception
that such sales could occur, could materially adversely affect prevailing market
prices for the common stock and the ability of ISFB to raise equity capital in
the future.
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ISFB`s inability to supply demanded functionality may affect its success.
ISFB maintains a close relationship with Warwick University - one of the
UK`s top academic institutions in IT and e-commerce. This enables ISFB`s
technology potential to be renewed and its technology team to be strengthened
when needed through a pipeline for resource. This relationship may not continue
to operate as we expect and changes in University policy may not allow graduates
and research fellows to support ISFB.
ISFB inability to provide on-line services may affect our success.
ISFB and its suppliers rely on third parties for both services and
equipment, which are a vital element to the operation of the business. ISFB uses
an external company to provide networks in the Internet Service Provider (ISP)
portion of its business. Intermittent or permanent loss of this service to ISFB
clients may result in their Web Sites not functioning properly resulting in loss
of business.
ISFB`s ability to generate revenue from installed sites may affect its success.
ISFB receives a portion of its income from on-going license fees as a
source of internal funds. This is set to increase as more products are
installed. If the products are not upgraded to meet new processes, there may be
a tendency to replace ISFB products with alternatives as they become available
from competitors.
(e) Management`s Discussion And Analysis Or Plan Of Operation
1. Operations To Date
Following its formation in 1997, the Company built its reputation as being
a small problem-solving company using the Internet as a `means to an end` rather
than `an end in itself.` The solutions were being sold at that time on various
platforms including PC, Mini and mainframe computers. During the next couple of
years a tool set was developed to satisfy data flow and security requirements to
enable common components to be integrated successfully and these formed the
basis of the Internet and the Web products. The tools were then implemented in a
number of UK corporations, including Volvo, IMI, London Taxis International and
Courtaulds, allowing the building of a considerable `user base` of demonstrable
sites. These formed the reference components for the products assembled during
year ended March 31, 1999.
Initial financing to launch the business was received from a combination of
invested capital from the original business owners and use of self funded
contracts. Investment was limited, however, allowing the Company to grow only
slowly during its first and second years of business, while continuing to expand
its client base. The nature of the business is such that the cost of sales
arises largely from software and design labor. Payment terms on contracts are
heavily front end loaded to fund the contract costs.
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Margins are such that the bulk of the software production overhead expense can
be borne by the contracts. Finance is needed to fund Marketing, Sales, Research
and Development in core products and the unfunded work-in-progress in delayed
contracts. After about 9 months of focus development resource, the ISFB product
components were available to the market.
ISFB intends to raise up to $4,500,000 in a direct private placement
offering pursuant to the terms of Regulation S. Such offering will be
self-underwritten.
ISFB has developed a range of products that are beginning to sell well and
as the Internet grows ISFB believes such markets will expand. The business will
be further developed, capitalizing on the expertise of ISFB to supply selected
market sectors with the solutions they need, thereby maximizing growth and
revenue.
Future growth will be generated through the expansion of ISFB`s sales
network throughout the UK, Europe and into the United States and other
international markets as well as through acquisitions and partnerships which
provide strategic benefit both in generating products with high earning
potential and also in creating a wider range of channels to market.
Another area of growth is the use of Wireless Application Protocol devices.
ISFB has already developed a demonstrator and will be seeking investment to
expand its activities in this field
2. Nine Month Period Ended December 31, 2000
The Company has a core team of 16 full time staff backed by associate
programmers, designers and system architects able to customize ISFB products
into bespoke system solutions. The new team now has the ability to take on
larger, more complex contracts in line with the new corporate strategic
direction.
Technical and production headcount has been increased by 12 during the nine
month period ended December 31, 1999 to extend and enhance the Company`s range.
In addition to the technical headcount, new sales personnel were engaged in
August/September to boost the falling sales volumes. The impact of the new
personnel did not start to benefit ISFB until the last quarter of the fiscal
year due to the learning curve associated with the Company`s products.
3. Fiscal Year Ended March 31, 1999
This was the first year that ISFB Ltd. commenced operations. Initial sales
were secured and personnel resources were `bought in` resulting in the incursion
of consultancy costs and related charges for technical work and marketing.
No value was attributed to the developed products when ISFB Ltd. was formed
resulting in a low value attributed to cost of sales and thus the subsequent
high level of gross profit in relation to the sales.
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Work in Progress accounting was not applied in this year due to the limited
information available to attribute costs accurately to specific orders and the
resulting sales. All costs were therefore expensed.
4. Changes in Accounting Policy
During the year ended March 31, 2000, Management decided to change the
Company`s accounting policy to take into account the increase in value of the
intellectual property rights invested in products.
The development of ISFB`s core products and the related technical personnel
costs have now been charged to development.
During the nine month period ended December 31, 1999 new products were
developed, replacing some of the products in the portfolio that were sold in the
prior year and introduced into the Company. This resulted in a poor trading
performance which is attributable to not having engaged the sales personnel at
the crucial time when sales volume began to fall, and new products were not
sufficiently advanced in their development cycle to compensate for the decline.
Work in Progress accounting was introduced in the last quarter of the 1999
calendar year to reflect the increased number of orders and the time to
customize those orders.
Overhead costs included all personnel costs as in the prior year, but in
2000/01 the costs of sales are budgeted on the basis of attributing the costs of
the technical personnel more directly to specific orders and subsequent sales.
With the introduction of the work in progress policy in the last quarter, it was
not considered appropriate or feasible to allocate such costs retrospectively to
the accounts and thus all technical and production costs are reflected in the
overhead value.
Improved controls on development work, and the effectiveness of the sales
personnel that have been introduced will benefit the performance in the fiscal
year ending March 31, 2001.
The principal variances from the previous financial year are as follows:-
$K
Volume 272
Technical personnel costs 32
Recruitment 80
Marketing costs 64
Sales personnel 320
-----
768
21
<PAGE>
Actual costs of technical personnel are greater than the above value but
their costs are primarily charged to work in progress or development costs and
thus have a limited impact on the variances.
ISFB, Ltd., ISFB`s wholly owned subsidiary has been operating during
1999/2000 with a very low operating capital of $16,000 and an overdraft facility
of $104,000. This funding level has created operating issues during the year and
has been totally inadequate for the day to day requirements of the Company.
However, until ISFB can complete a financing, the activities of ISFB, Ltd. have
been substantially contained. This will result in lower revenues being realized.
5. Plan of Operation
ISFB`s plan of operation for the year ending March 31, 2001 anticipates an
increase in employees to 30 people. New premises have been identified which are
more appropriate to a developing company and negotiations have commenced.
Sales are budgeted to increase from the start of the year as new products
come on stream. Recently secured orders from government and the media underpin
this forecast.
Overhead expenses have been reduced and the Company expects this to
continue. General investment in product development is budgeted to continue at
the low level of $128K per annum pending agreement on specific product
investments which will be treated as projects external to the current budget.
The budgeted increase in gross profit, arising from an increase in volume
and increased control of costs, indicates that overall ISFB, Ltd. should be
profitable on a month by month basis from the end of the fiscal year.
The cash forecast based upon the budgeted trading performance would
indicate a monthly positive cash flow occurring month on month from December and
therefore there is a requirement for short term funding both to fund working
capital and cover any product specific additional R&D investment.
6. Forward Looking Statements
This report includes `Forward Looking Statements` within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.
Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words or phrases
such as "expects" or "does not expect", "is expected", "anticipates" or "does
not anticipate", "plans", "estimates" or "intends", or stating that certain
actions, events or results "may", "could", "would", "might" or "will" be taken,
occur or be achieved) are not statements of historical fact and may be "forward
looking statements". Such statements are included among other places
22
<PAGE>
in this Form 8K, in the sections entitles "Management`s Discussion and Analysis
or Plan of Operation", "ISFB`s Business" and "Risk Factors Associated with ISFB
and its Business". Forward-Looking Statements are based on expectations,
estimates and projections at the time the statements are being made that involve
a number of risks and uncertainties which could cause actual results or events
to differ materially from those presently anticipated. See "Risk Factors
Associated with ISFB and Its Business" herein. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that
Ich hoffe ihr erkennt was ihr hier in Händen habt - eine Vorabinfo mit Beweis über ein In nächster Zukunft erfolgendes Relisting eines Pinksheet-Wertes.
Schaut Euch den Chart an - dann seht ihr wo der Wert her kommt.
Schaut Euch die Marktkapitalisierung an bei heutigem Schlußkurs von 86 Cent nur ca 10Mio. USD.
Zum Vergleich - Intershop macht etwa 10 mal mehr Umsatz in einer ähnlichen Sparte und die Marktkapitalisierung von Intershop liegt etwa 4000 !!! mal höher.
Das bedeutet bei einem gleichen KUV von Intershop und ISFB müßte 1 Aktie von ISFB zur Zeit etwa 4000 USD kosten !!!
Gruß Amada
PS.: wundert Euch nicht über die vielen Risikohinweise im Filing, daß ist Pflicht bei der SEC und wird von allen an der OTC notierten Werten bei allen Filings immer so gemacht
Schaut Euch den Chart an - dann seht ihr wo der Wert her kommt.
Schaut Euch die Marktkapitalisierung an bei heutigem Schlußkurs von 86 Cent nur ca 10Mio. USD.
Zum Vergleich - Intershop macht etwa 10 mal mehr Umsatz in einer ähnlichen Sparte und die Marktkapitalisierung von Intershop liegt etwa 4000 !!! mal höher.
Das bedeutet bei einem gleichen KUV von Intershop und ISFB müßte 1 Aktie von ISFB zur Zeit etwa 4000 USD kosten !!!
Gruß Amada
PS.: wundert Euch nicht über die vielen Risikohinweise im Filing, daß ist Pflicht bei der SEC und wird von allen an der OTC notierten Werten bei allen Filings immer so gemacht
Korrektur - 1 Aktie von ISFB müßte demnach 400 USD kosten
!
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