UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-12139
NEVADA 87-0630562
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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Registrant's telephone number, including area code: (801) 990-2600
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports, and (2) has been subject to
such filing requirements for the past 90 days.
[ X ] YES [ ] NO
As of March 31, 2001 the number of shares outstanding of the Registrant's Common Stock was 39,221,475.
Transitional Small Business Disclosure Format - (check one):
[ ] YES [ X ] NO
Intelliquis International Inc. and Subsidiary
Form 10QSB
For the Quarterly Period Ended March 31, 2001
FORM 10-QSB
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements. 3
Condensed Consolidated Balance Sheets (Unaudited) 3
Condensed Consolidated Statements of Operations
(Unaudited) 4
Condensed Consolidated Statements of Cash Flows
(Unaudited) 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) 6
Item 2. Description of Business
PART II - OTHER INFORMATION 10
Item 1. Legal Proceedings. 10
Item 2. Submission of Matters to a Vote of Securities
Holders 12
Item 3. Cautionary Statement for Purposes of the "Safe
Harbor Provision" of the Private Securities
Litigation Reform Act of 1995 12
Item 4. Directors and Executive Officers of the
Registrant 13
Signatures 14
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PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
INTELLIQUIS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31, December 31,
2001 2000
------------ ------------
ASSETS
Current Assets
Cash $ - $ -
Trade accounts receivable 53,439 21,229
Notes receivable 60,840 60,840
Inventory 127,243 130,287
Prepaid expenses and deposits 10,200 10,200
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Total Current Assets 251,722 222,556
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Property and Equipment, Net 105,146 115,529
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Other Assets
Intangibles, net of $84,866 and $54,632
accumulated amortization, respectively 164,154 194,389
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Total Assets $ 521,022 $ 532,474
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Checks written in excess of cash in bank $ 1,898 $ 747
Accounts payable and accrued liabilities 664,231 689,010
Payable to related party 108,600 18,000
Short-term borrowings 1,850,057 1,854,406
Preferred stock dividends payable 171,618 141,700
------------ ------------
Total Current Liabilities 2,796,404 2,703,863
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Stockholders' Equity (Deficit)
Preferred stock - $0.001 par value;
5,000,000 shares authorized; 1,800
and 1,800 shares issued and outstanding,
respectively 2 2
Common stock - $0.001 par value; 50,000,000
shares authorized; 39,221,475 and 38,221,475
shares issued and outstanding, respectively 39,221 38,221
Treasury stock (20) (70)
Additional paid-in capital 8,643,355 8,579,929
Accumulated deficit (10,957,940) (10,789,471)
------------ ------------
Total Stockholders' Equity (Deficit) (2,275,382) (2,171,389)
------------ ------------
Total Liabilities and Stockholders' Equity
(Deficit) $ 521,022 $ 532,474
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The accompanying notes are an integral part of these condensed consolidated financial statements.
INTELLIQUIS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended
March 31,
--------------------------
2001 2000
------------ ------------
Sales $ 109,700 $ 404,796
Cost of Sales 17,872 138,063
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Gross Profit 91,828 266,733
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Expenses
Sales and marketing - 240,327
General and administrative 180,004 214,916
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Total Expenses 180,004 455,243
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Operating Income (Loss) (88,176) (188,510)
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Other Income (Expense)
Interest expense - (44,774)
Interest income - 15,372
Bad debt - (399)
Settlement expense (50,375) -
------------ ------------
Other Expense, Net (50,375) (29,801)
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Net Loss (138,551) (218,311)
Preferred stock dividends (29,918) (29,918)
------------ ------------
Net Loss Attributable to Common Shareholders $ (168,469) $ (248,229)
============ ============
Basic and Diluted Loss Per Common Share $ (0.00) $ (0.01)
============ ============
Weighted Average Number of Common
Shares Used in Per Share Calculation 38,243,697 33,784,188
============ ============
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The accompanying notes are an integral part of these condensed consolidated financial statements.
INTELLIQUIS INTERNATIONAL, INC.,
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months
Ended March 31,
--------------------------
2001 2000
------------ ------------
Cash Flows From Operating Activities
Net loss $ (138,551) $ (218,311)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 40,618 12,348
Stock issued for services performed 13,366 -
Stock issued in settlement of litigation 46,875 -
Changes in operating assets and liabilities:
Accounts receivable (32,210) 452,754
Prepaid expenses and deposits - (342,434)
Inventory 3,044 (81,578)
Accounts payable and accrued liabilities (24,779) (334,029)
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Net Cash Used In Operating Activities (91,637) (511,250)
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Cash Flows From Investing Activities
Payments to purchase property and
equipment and intangible assets - (26,940)
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Net Cash Used In Investing Activities - (26,940)
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Cash Flows From Financing Activities
Checks written in excess of cash in bank 1,151 -
Proceeds from payable to related party 90,600 -
proceeds from issuance of stock 4,235 -
Deferred offering costs - (13,762)
Proceeds from short-term borrowings - 26,289
Principal payments on short-term borrowings (4,349) -
Principal payments on notes receivable - 486,759
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Net Cash Provided By Financing Activities 91,637 499,286
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Net Increase (Decrease) in Cash - (38,904)
Cash at Beginning of Period - 264,395
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Cash at End of Period $ - $ 225,491
============ ============
Supplemental Cash Flow Information
Interest paid $ - $ 44,574
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The accompanying notes are an integral part of these condensed consolidated financial statements.
INTELLIQUIS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Condensed Financial Statements - These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States. These statements should be read in conjunction with the Company's December 31, 2000 Annual Report on Form 10-KSB. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2001.
NOTE 2 - BUSINESS CONDITION
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered a significant loss from operations during the three months ended March 31, 2001 totaling $138,551. During the three months ended March 31, 2001, the Company had a net loss attributable to common shareholders of $168,469. Moreover, during the three months ended March 31, 2000 and 2001, the Company's operations used $511,250 and $91,637 of cash, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. In the future, the Company must obtain additional financing to provide working capital for operations. Management is attempting to develop and market new products to finance its operations. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the quarter ended March 31, 2001, an officer and shareholder advanced the Company $90,600. There is no stated interest rate on the loan. The loan does not have any formal terms of repayment.
During the quarter ended March 31, 2001, an officer and shareholder of the Company contributed his personal shares of the Company's stock to compensate employees. The shares were valued at the market price on the date of issuance. The total value of stock contributed to employees by the officer was $13,366 for the quarter ended March 31, 2001. The transaction was accounted for as a capital contribution by the officer and shareholder.
NOTE 4 - STOCKHOLDERS' EQUITY
In March 2001, the Company agreed to pay OTP an additional 1,000,000 shares of common stock due to the decrease in the value of the Company's stock. The value of the shares issued was $46,875.
Treasury Stock - In 1999, the Company paid Direct Media Communications ("DMC") a total of $590,000 in consideration of a merger. Approximately $500,000 was repaid in 2000. Interest on the remaining receivable balance accrued at 12%. In September 2000, the Company received 200,000 shares of its own unrestricted common stock. The stock was valued at $0.20 per share on the date it was received for a total of $40,625.
The shares were paid by an officer of the Company who is also an
original investor in DMC. Settlement of the receivable called for the
issuance of 400,000 shares of the Company's unrestricted common stock.
The Company recognized bad debt expense totaling $18,453 in the
partial settlement of the receivable.
As a partial final settlement of the Company's liability to OTP, the
Company issued 100,000 of its treasury shares to OTP. These shares
were valued at $6,250.
Of the 200,000 shares of treasury stock received, 180,000 shares had been reissued as of March 31, 2001.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Legal Contingencies - The Company has filed an action against the primary distributor of its products, through which it seeks to recover an amount in excess of $1,000,000. The claims of the Company arise from, inter alia, the failure of the distributor to properly account for the Company's product which were returned by retailers, thus resulting in debits to the Company's account in amounts which were greater than the price at which the Company invoiced products to the distributor. The distributor has answered the suit, and both parties have entered into binding arbitration. Due to the uncertainty in the outcome of this action, the Company valued against amounts receivable from this distributor during 2000. Any amount recovered from this action will be recognized in future periods.
A software licensor claims that the Company breached a license agreement which licensed certain software to the Company for inclusion in its products. The software licensor argues that because the license agreement was breached, the Company's license to make use of that software was terminated and thus, through continued sales, the Company infringed on the software licensor's copyright to that software. The Company has filed an answer in which it denies those allegations and will file a counterclaim through which it will seek to recover damages arising from certain defects in the software licensed. The software licensor is seeking to recover damages in an amount between $50,000 and $200,000. The Company has submitted a Notice of Claim to its insurer. The insurer, at this time, has neither admitted nor denied coverage. Counsel is not yet able to express an opinion as to the ultimate resolution of this dispute.
This same software licensor also seeks to recover damages allegedly arising from the breach of the license agreement, as discussed immediately above, and, in addition, has asserted claims purportedly arising under the California Business Practices Act for an interference with prospective economic advantage. The software licensor alleges that it is entitled to recover not less than $45,000 on its breach of contract claim. The Company has filed an answer denying the material allegations of the complaint and will file a counterclaim based on the defective software. The software licensor has not specified the damages which it seeks to recover on the remaining claims. Counsel, at this time, cannot express an opinion as to the ultimate resolution of this dispute.
One of the Company's distributors has asserted claims based on an open account for the shipment of the Company's products through which it seeks to recover $91,004. The Company has filed an answer, denying the material allegations of the complaint and has asserted a counterclaim through which it seeks to recover $300,000 as damages for the negligent destruction of certain products by agents of the distributor. This proceeding remains in the discovery stage of litigation. At this point it is not possible for counsel to express a firm opinion as to the ultimate resolution of this dispute.
Another distributor seeks to recover the sum of $44,943, allegedly owed for the packaging, shipping and distribution of software products produced by the Company. The Company has filed an answer and counterclaim through which it seeks to recover the sum of approximately $50,000. The claim of the Company arises from the shipment of packaged product by Onesource in an amount substantially in excess of the amount ordered by distributors and the consequent return of those products resulting in a cash reimbursement paid by the distributor and debited to the Company. Discovery is proceeding in this matter. Due to the uncertainty involved in the claim, counsel can offer no opinion as to the ultimate outcome.
A separate distributor seeks to recover $16,350 allegedly owed for printing services provided to the Company. The Company has filed an answer through which it denies that any amounts are owing to plaintiff. Discovery is now under way in this matter. Counsel is not able to express an opinion as to the ultimate outcome of this dispute.
A third party has filed a complaint seeking the recovery of $12,677 allegedly owed for telecommunication services. The Company has agreed to make monthly payment of $1,000 until the obligation is satisfied.
The Company is also the subject of certain legal matters, which it considers incidental to its business activities. It is the opinion of management, after discussion with legal counsel, that the ultimate disposition of these legal matters will not have a material impact on the consolidated financial condition or results of operations of the Company.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Intelliquis International, Inc. ("the Company" or "Intelliquis") has become a republisher, marketer and supporter of Internet utility, reference and communication software products for the computer software retail market. The Company was incorporated as Leesburg Land and Mining Inc., June 21, 1983 in Colorado for the purpose of seeking out and developing a business opportunity. Effective December 31, 1998, the Company acquired all of the equity of Intelliquis LLC, a Utah Limited Liability Company, which then became a wholly owned subsidiary ("the Subsidiary") of the Company. During this same period the Company changed its corporate domicile to Nevada and changed its name to Intelliquis International, Inc. The Subsidiary was founded in August 1997 and organized in Utah in December 1997, as a Limited Liability Company. As a result of the acquisition of the Subsidiary, the controlling shareholders of the Subsidiary became controlling shareholders of the Company.
The Company built a position in the software market by first licensing fully tested software applications from independent software developers and then developing or acquiring a family of software applications. During the year 2000 The Company's changed its emphasis to Internet Utilities titles, but will offer software titles in reference, and communication programs both in the North American and International market. The software products are being marketed through traditional software distribution channels to retail outlets and the Internet. Since the release of the Company's first software title in November 1997, the Company has grossed approximately $11 million in sales to date.
The Company has licensed and as current products, a total of seven software titles through the end of 2000 namely: Web Site Medic, TotalFax, Web Site Traffic Builder, Traffic Analyzer, Credit Builder, Mass-E-Mailer, and Cyber Surveillance. In the last quarter of 1997, the Company republished and released its first three titles (NetFax, Speed98 and Credit Builder). During 1998, Intelliquis released another three titles (TotalFax, Fix2000, and Web Site Traffic Builder).
In 1999, the Company purchased and redesigned Credit Builder and launched it as Credit Builder Deluxe. Intelliquis also released Cyber Surveillance during fourth quarter 1999.
Intelliquis announced the launch of two new titles at the beginning of 2000, Mass-E- Mailer and Web Site Traffic Analyzer (Traffic Meter). Mass-E-Mailer is a bulk e-mail message program that allows users to broadcast e-mails to multiple contact lists. Web Site Traffic Analyzer allows Webmasters and web site owners to track and monitor traffic patterns to and within their Internet sites. The Company offers Web Site Traffic Analyzer as a stand-alone product and has included the product with Web Site Traffic Builder in a suite of Internet products.
The Company developed and released it's own version of Web Site Traffic Builder in July of 2000. Traffic Builder is a program that submits web site information to the major search engines. With the availability of new and quality titles to license, the Company intends to release new titles on a regular basis in 2001 and beyond.
The Company has developed websites for each of its core products. They are: www.websitetrafficbuilder.com, www.trafficanalyzer.net, www.mass-emailer.com and www.totalfax.net.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
1. Doren Rosenthal v. Intelliquis International, Inc., Superior Court, County of San Luis Obispo, State of California,Civil No. CV 991-124, Doren Rosenthal, a software programmer, has asserted claims against the Company alleging the breach of a licensing agreement, breach of contract, misappropriation of trade secrets and others. In response the Company filed a Demurrer, which was granted, in part. The Company not only has denied the claims asserted by Rosenthal but, based on its review of sale records, maintains that actual damages, if any, are in a nominal amount. This matter is still in the discovery stage. Because Rosenthal has requested damages in an unspecified amount, it is not possible to predict the amounts which might be awarded to him should he prevail on the asserted claims.
2. United Television, Inc. dba KTVX 4 Utah vs. Intelliquis, LLC,Third District Court, Salt Lake County, State of Utah Civil No. 000909917 In its Complaint, United Television, Inc. asserts a claim for payment in the amount of $5,848.67 purportedly owed for the broadcasting of advertising for Intelliquis International, Inc. (the "Company"). On February 7, 2001, United Television and the Company entered into a Stipulation through which the Company agreed to pay to United Television, Inc. the sum of $2,000.00 payable in two installments. Upon payment in full, this matter will be dismissed, with prejudice.
3. Onesource.com, Inc. vs. Intelliquis, LLC, Third District Court, Salt Lake County, State of Utah, Civil No. 000411165. Onesource.com seeks to recover the sum of $44,943.11, allegedly owed for the packaging, shipping and distribution of software products produced by the Company. The Company has filed an Answer and Counterclaim through which it seeks to recover the sum of approximately $50,000.00. The claim of the Company arises from the shipment of packaged product by Onesource in an amount substantially in excess of the amount ordered by distributors and the consequent return of those products resulting in a cash reimbursement paid by Onesource and debited to the Company. Discovery is proceeding in this matter. Counsel cannot now offer an opinion as to the ultimate outcome.
4. Elite Marketing, LC vs. Intelliquis, LLC, Fourth District Court, Utah County, State of Utah, Civil No. 000403243. Elite Marketing has asserted claims against the Company through which it seeks to recover $19,180.32, allegedly due as payment for the production of compact discs. Elite Marketing and the Company entered into a Stipulation and Settlement Agreement on March 14, 2001. That Agreement requires that the Company make two payments of $2000.00 to Elite Marketing for a total amount of $4,000.00. Upon receipt of payment in full by Elite Marketing, the Complaint in this matter will dismissed, with prejudice.
5. All West Communications vs. Intelliquis, LLC, Third District Court, Salt Lake County, State of Utah, Civil No. 000410898. All West Communications has filed a Complaint seeking the recovery of $12,677.21 allegedly owed for telecommunication services. The Company has filed an Answer denying the material allegations of the Complaint. Discovery has now commenced. Counsel cannot express an opinion as to the ultimate outcome of this dispute.
6. MCB Printing, Inc. dba Excell Graphics, Inc. vs. Intelliquis, et al., Fourth District Court, Utah County, State of Utah, Civil No. 000403250. In its Complaint, MCB Printing, Inc. seeks to recover $16,350.50 allegedly owed for printing services provided to the Company. The Company has filed an Answer through which it denies that any amounts are owing to plaintiff. Discovery is now under way in this matter. Counsel is not able to express an opinion as to the ultimate outcome of this dispute.
7. Cyberspace Headquarters, LLC vs. Intelliquis International, Inc., United States District Court, Central District of California, State of California Civil No. 00-12834 AHM. In this action Cyberspace Headquarters claims that the Company breached a License Agreement which licensed certain software to the Company for inclusion in its products. Cyberspace Headquarters argues that because the License Agreement was breached, the Company's license to make use of that software was terminated and thus, through continued sales, the Company infringed on the Cyberspace Headquarters copyright to that software. The Company has filed an Answer in which it denies those allegations and will file a Counterclaim through which it will seek to recover damages arising from certain defects in the software licensed from Cyberspace Headquarters. In a Rule 26(f) Report, Cyberspace Headquarters states that it will seek to recover damages in an amount between $50,000.00 and $200,000.00. The Company has submitted a Notice of Claim to its insurer, Evanston Insurance Company. Counsel is not yet able to express an opinion as to the ultimate resolution of this dispute.
8. Cyberspace Headquarters, LLC vs. Intelliquis International, Inc., Superior Court, State of California, County of Los Angeles, Civil No. BC241520. In this state court companion case, Cyberspace Headquarters seeks to recover damages allegedly arising from the breach of the License Agreement, as discussed immediately above, and, in addition, has asserted claims purportedly arising under the California Business Practices Act for an interference with prospective economic advantage. Cyberspace Headquarters alleges that it is entitled to recover "not less than $45,000.00" on its breach of contract claim. The Company has filed an Answer denying the material allegations of the Complaint and will file a Counterclaim based on the defective software. Cyberspace Headquarters has not specified the damages which it seeks to recover on the remaining claims. Counsel, at this time, cannot express an opinion as to the ultimate resolution of this dispute.
9. MSAS Global Logistics, Inc. vs. Intelliquis, LLC dba Intelliquis International, Inc., Third District Court, Salt Lake County, State of Utah, Civil No. 00411518. In its Complaint, MSAS Global Logistics asserts claims based on an open account for the shipment of the Company's products through which it seeks to recover $91,004.21. The Company has filed an Answer, denying the material allegations of the Complaint and has asserted a Counterclaim through which it seeks to recover $300,000.00 as damages for the negligent destruction of certain products by agents of MSAS Global Logistics. This proceeding remains in the discovery stage of litigation. At this point it is not possible for counsel to express a firm opinion as to the ultimate resolution of this dispute.
10. Robi Investors, LLC vs. Intelliquis International, Inc., United Stated District Court, Southern District of New York, Case no. 00 CIV 9562(NRB)/Third District Court, Salt Lake County, State of Utah, Civil no. 016905005. Robi Investors, LLC, filed suit in the United States District Court for the Southern District of New York, seeking to recover damages in the amount of $2,876,472.00. Although the Company timely provided copies of the Summons and Complaint, along with payment of a retainer, to its prior counsel, an Answer or other response to the Complaint was not submitted. The Company is presently engaged in negotiations with principals of Robi Investors for the purpose of resolving the case.
11. Intelliquis International, Inc. vs. Ingram Micro, Third District Court, Salt Lake County, State of Utah, Civil no. 010902359. The Company has asserted claims against Ingram Micro, a distributor of the Company's products, through which it seeks an accounting of Ingram's financial records, specifically of amounts debited and credited to the Company's accounts. The Company claims that through accounting errors, Ingram Micro has failed to pay an amount in excess of One Million Dollars ($1,000,000.00) to the Company. The Company has also asserted claims for breach of the implied covenant of good faith and fair dealing, implied in the Distribution Agreement which it had with Ingram Micro. The Company seeks to recover actual damages in excess of One Million Dollars, plus punitive damages, plus all attorneys' fees and costs of court. Ingram Micro has filed an Answer and Counterclaim through it denies the material allegations of the Company's Complaint. Through its Counterclaim, Ingram Micro asserts claims for breach of contract and an accounting. Ingram Micro claims that its records indicate that it is owed the sum of $672,600.00 by the Company. The Company has submitted a Reply to Counterclaim through which it denies the material allegations of the Counterclaim and seeks an award of its attorney's fees incurred in the defense of that Counterclaim. Discovery has not yet commenced in this matter. However, the parties have agreed to an accelerated discovery and litigation schedule. It is anticipated that this matter will be settled following the preparation of reports by independent forensic accountants. Because this matter is in its early stages, the outcome is uncertain. There can be no assurance that the Company will be successful in the assertion of its claims or in the defense of the Counterclaim. In the event that Intelliquis is unsuccessful, the amount of potential damages which may be awarded is also uncertain.
ITEM 2. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 3. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR PROVISION" OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
When used in this report, the words "believe," "plan,"
"anticipates,","expects" and similar expressions are intended to identify
forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended.
Such statements are subject to certain risks and uncertainties, including
those discussed below, that could cause actual results to differ materially
from those stated. All of these forward-looking statements are based on
estimates and assumptions made by management of the Company, which although
believed to be reasonable, are inherently uncertain and difficult to
predict.
There can be no assurance that the benefits or results anticipated in
these forward-looking statements will be achieved. The following important
factors, among others, could cause the Company's to no experience the
results contemplated in this report, or otherwise cause the Company's
results of operations to be adversely affected in the future: (i) the
Company's reliance on the sale of few products; (ii) the Company's
dependence on the ability of its distribution channels to market the
Company's products; (iii) the Company's dependence on one major distributor
for retail sales; (iv) the Company's reliance on its Y2K software for a
majority of revenues; (v) the uncertainty of the potential impact of the
Year 2000 on computer systems; (vi) continued or increased competitive
pressures from existing competitors and new entrants; (vii) unanticipated
costs related to the Company's growth and operating strategies; (viii) loss
of key members of management; (ix) deterioration of general economic
conditions; (x) loss of customers or customer acceptance of Company products;
(xi) unanticipated problems or "bugs" in the Company's software products;
and (xii) the outcome of any litigation the Company may be involved in.
Stockholders, potential investors and other readers are urged to consider
these factors carefully in evaluating the forward-looking statements and are
cautioned not to place undo reliance on such forward-looking statements.
Many such factors are beyond the control of the Company.
The forward-looking statements made herein are only made as of the date of the Form 10-QSB and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's Board of Directors and executive officers. There are no family relationship between or among any of the Company's directors or executive officers.
Directors and Executive Officers
The Company's management team consists of experienced professionals in the area of software licensing, marketing, sales, operation and financial strategies. The Company presently has a total of fourteen full-time and part-time contract workers as needs arise. In addition, there are contractual relationships with third party distribution companies and Asian and European partners to assist in software distribution and marketing. Messrs. Bernard Yaw, Mark Tippets and Say Thean Lim are the majority shareholders of the Company at this moment. Other directors will be added in the future.
The Board of Directors and executive officers of the Company as of date of this report are as follows:
Name Age (2000) Position with the Company ------------- --- -------------------------------- Bernard Yaw 40 Director Mark Tippets 48 Director, President and CEO Say Thean Lim 39 Director, Director of Business Development |
Following is a discussion of the business background of each director, President and executive officer. Mark Tippets is currently the only full-time officer of the Company. Other directors shall devote only such time as may be necessary to the Company's business and affairs.
Bernard Yaw, was appointed to be Director, President and CEO of the Company since the acquisition of Intelliquis LLC ("the Subsidiary"). Mr. Yaw served as Manager of the Subsidiary since its inception in December 1997. He joined the Subsidiary as Vice President of Strategic Business in May 1998 in charge of International, Internet sales and Investment. In February 2001 Mr. Yaw submitted his resignation as President and CEO of the Company. My Yaw has agreed to remain as a member of the Board of Directors until such time as a replacement can be found. Prior to joining the Company, Mr. Yaw served as President and Director of IN2 Technologies, Inc., a developer of Internet Form Publishing software. Mr. Yaw also served as President of Handwriting Imaging Systems Corp.; a company and developer of a hand print recognition and document imaging software. In 1987, Mr. Yaw founded the Goleta branch of Teltron Computer Systems, an early importer and manufacturer of IBM PC compatible computers and system integrators located in the bi-county area of Santa Barbara and Ventura, California. Mr. Yaw graduated from Oral Roberts University in Tulsa, Oklahoma with a Bachelor of Science degree in Computer Science in 1985.
Mark Tippets, was appointed as Director and Vice President of
Marketing and Sales of the Company since the acquisition of Intelliquis
LLC. He has served as Vice-President of Marketing and Business
Development of the Subsidiary, since its inception in December 1997. In
February of 2001 Mr. Tippets has assumed the role of President and CEO
until such time as a new President and CEO can be found. Prior to
joining the Company, Mr. Tippets has been associated with the computer
industry for seven years. Starting with Gazelle Systems as a customer
service representative, Mark worked his way into dealer sales. After a
year, Mark was promoted to a managerial position with the company's OEM
and Government Sales. During his final year at Gazelle in 1993, Mr.
Tippets' work accounted for half of the Company's sales. Mr. Tippets
then started a company called Channel Marketing in late 1993. Channel
Marketing is a marketer and distributor representative firm representing
many computer hardware and software companies. Channel's list of
clients includes AIWA America and CyberMedia, just to name a few.
Say Thean Lim, was appointed as member of the Board of Directors since its acquisition of the Subsidiary. Mr. Lim, through his holding company Statmart USA, was the initial start-up investor of the Subsidiary since its inception. He joined the Subsidiary as a Manager in August 1998. Mr. Lim has been an entrepreneur and business consultant since 1996 with strategic investments in technology based companies in semiconductor, precision machining, multimedia and software development, e-commerce, industrial and virtual training industries in Malaysia and the United States of America. Some of the Malaysian companies are in the process of obtaining listings on the Kuala Lumpur Stock Exchange (KLSE) and the Malaysian Exchange of Securities Dealing and Automated Quotation (MESDAQ). One of the multimedia development companies is in the process of securing a Multimedia Super Corridor (MSC) status in Malaysia. From 1984-1991, Mr. Lim worked in various capacities at a semiconductor manufacturing plant in Penang, Malaysia. He started as an Industrial Engineer and was eventually promoted to Operations Manager. From 1992- 1995, he was the CEO of Unico Technology Sdn. Bhd., a PC manufacturing and exporting company with approximately 1,500 employees and an annual turnover of RM 500 million. Mr. Lim received a Bachelor of Applied Science in Computers, Industrial and Electrical Engineering degree and a Bachelor of Engineering in Industrial Engineering degree from the Technical University, Nova Scotia, Canada in 1984.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Intelliquis International, Inc.
By: /s/ Mark Tippets
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Mark Tippets
Dated: June 15, 2001
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons of behalf of the |
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Mark Tippets President & CEO June 14, 2001 |