________________________________________________________________________________
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 0-27865
ICEWEB INCORPORATED
DELAWARE 13-2640971
(STATE OF INCORPORATION) (I.R.S. ID)
620 HERNDON PARKWAY, SUITE 360, HERNDON, VA 20170
(703) 964-8000
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year: $1,681,504
The aggregate market value of common stock held by non-affiliates of the
registrant as of September 30, 2003 was $14,440,351. For purposes of the
foregoing calculation only, each of the issuer's officers and directors is
deemed to be an affiliate. The market value of the shares was calculated based
on the reported last price of shares traded on the National Quotation Bureau on
September 30, 2003.
The number of shares outstanding of the registrant's common stock as of
September 30, 2003 was 36,100,878.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Transitional Small Business Disclosure Format: Yes [ ] No [X]
________________________________________________________________________________
ICEWEB INCORPORATED
FORM 10-KSB
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
INDEX
PART I
Item 1. Description of Business.............................................. 4
Item 2. Description of Property..............................................10
Item 3. Legal Proceedings....................................................10
Item 4. Submission of Matters to a Vote of Security Holders..................10
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.............11
Item 6. Management's Discussion and Analysis or Plan of Operation............11
Item 7. Financial Statements.................................................14
Item 8A. Controls and Procedures..............................................25
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act....................26
Item 10. Executive Compensation...............................................27
Item 11. Security Ownership of Certain Beneficial Owners and Management.......28
Item 12. Certain Relationships and Related Transactions.......................28
Item 13. Exhibits and Reports on Form 8-K.....................................28
Item 14. Principle Accountant Fees and Services...............................29
2
FORWARD-LOOKING STATEMENTS
This Annual Report and related documents include "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Forward-looking statements involve known and unknown risks,
uncertainties, and other factors which could cause the Company's actual results,
performance (financial or operating) or achievements expressed or implied by
such forward looking statements not to occur or be realized. Such forward
looking statements generally are based upon the Company's best estimates of
future results, performance or achievement, based upon current conditions and
the most recent results of operations. Forward-looking statements may be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "believe," "estimate," "anticipate," "continue," or similar terms,
variations of those terms or the negative of those terms. Potential risks and
uncertainties include, among other things, such factors as: our high level of
indebtedness and ability to satisfy the same, our history of unprofitable
operations, the continued availability of financing in the amounts, at the times
and on the terms required, to support our future business and capital projects,
the extent to which we are successful in developing, acquiring, licensing or
securing patents for proprietary products, changes in economic conditions
specific to any one or more of our markets, changes in general economic
conditions, our ability to produce and install product that conforms to contract
specifications and in a time frame that meets the contract requirements, and the
other factors and information disclosed and discussed in other sections of this
report. Investors and shareholders should carefully consider such risks,
uncertainties and other information, disclosures and discussions which contain
cautionary statements identifying important factors that could cause actual
results to differ materially from those provided in the forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
3
PART I
ITEM 1. Description of Business
GENERAL
IceWEB, Inc. ("ICEW" or the "Company") was founded in April 2000. Our mission is
to enable government and organizations to independently manage, create, publish
and deliver content easily and affordably using our software and service
products. Our current suite of Software products are scalable and can be
implemented on any website.
IceWEB also provides consulting services and product support services on a
project-by-project basis. Our software products and consulting services enable
organizations to reduce time and effort by converging knowledge based
information with easy to manage websites and e-learning portals. Our products
and services are centered on knowledge based support.
In April 2002, the company successfully completed a reverse merger and began
trading publicly on the OTCBB under the Trading Symbol "ICEW".
There has been no bankruptcy, receivership or similar proceeding with respect to
the Company.
BUSINESS OF ICEWEB
The vision of the company upon its formation was to create an Internet based
platform that would allow small to medium sized businesses to organize, manage,
publish, and author content over the web. Today, we have developed and our
offering this platform which we call IceWEB CMS(TM).
Like most startups the company's business plan has continued to evolve.
Precarious economic conditions dictated a management change in direction to
acquire stable, cash flow positive businesses in the short term, providing for
an opportunity to grow in the knowledge support area upon economic recovery.
o In June of 2001, we acquired the assets of LearningStream,
Inc. in a liquidating chapter 11 bankruptcy. LearningStream
was considered to be at the forefront of the e-learning
interactive content movement, known today as Internet II. The
acquisition provided an immediate entry into the interactive
e-learning space. Assets from the acquisition include, but are
not limited to, proprietary software assets, website assets
and fixed assets.
o In August of 2002, IceWEB acquired two companies, Interlan
Communications and The Seven Corporation. The acquisitions
provided immediate revenue, positive cash flow and significant
contracts
o On October 5, 2003, IceWEB acquired the software ownership
rights and customers of Iplicity, Inc. of Virginia.
IceWEB today offers a comprehensive branded network of online training, CMS and
integration products and services to consumers and businesses.
PRODUCTS
We revised our product and service offering for Fiscal year 2004. The changes in
our product and services are designed to provide management with a comprehensive
financial view of our core business; promote better cross pollination of
strategies and objectives between development, sales, marketing, and service
organizations and guide strategic planning efforts to meeting key corporate
objectives of profitability and growth.
4
IceWEB CMS 2.4 is a complete content management software platform, complete with
four management applications, more than nine modules, and a series of
complimentary services that allows users inside of any organization to manage,
update, control and publish new content for websites, at anytime anyplace. The
technology is based on open source architecture and can run in any operating
environment such as Linux or Microsoft NT.
LearningStream.com is our online business education portal that currently offers
online classes geared for mid-level managers to update their management and
project skills.
E-Course Engine Toolsuite is our e-learning author and publishing tool. It
allows our internal software engineers as well as outside customers to develop
web enabled learning content anytime anywhere with access to a web browser. The
engine has several parts built into it, such as online testing and
certification, surveys and polling, video and audio dynamic synchronous
interchange, 508 government compliance, availability in a managed or hosted
environment.
Miracle 2.0 ( formerly known as IceSHOW) is our online synchronization/dynamic
multimedia platform technology. It allows anyone in the world at anytime to
logon to our Network and create, author and publish content. It includes online,
secure, pay-per-view registration, hosting and delivery and synchronization of
audio and video.
IceSLIDE is a downloadable software product aimed at the marketing and graphics
community. The product converts Microsoft PowerPoint slides into Macromedia
Flash files on the fly. The product eliminates hours of conversion in minutes,
by transforming Large PowerPoint files into small vector based Flash files. The
decrease in file size makes it easier to use over the web.
Hosted Messaging: IceWEB is developing a product offering named IceMAIL, which
will provide a hosted groupware (email, shared calendaring, and contact
management) solution to customers with no initial implementation costs and low
monthly subscription fees. This offering will provide users all of the advanced
features of Microsoft's Exchange 2003 and Outlook 2003 via the Internet and even
to their wireless PDAs--for just pennies per day.
Outsourced Network Operations: IceWEB is developing a network operations
capability that will enable us to provide hosted content, network management,
monitoring, and problem resolution of computer and communications problems to
remote customer networks. Customers no longer need to implement an expensive
network operations center of their own, and instead can now leverage our
technical expertise and cost effective managed/outsourced network and security
operations center.
Staffing Support/Maintenance Services: We provide engineering and technical
support to both government and commercial organizations. These services include
everything from security and network analysis to full network technology
refreshment and deployment. Our engineers are trained and certified by companies
in the industry including Microsoft, Cisco Systems, Sun Microsystems, RSA
Security, and Sonicwall Incorporated. We provide our customers with the support
and maintenance to ensure that a solution is deployed correctly and continues to
operate efficiently into the future.
MARKET AND TRENDS
The market for Knowledge Content and the management of that content is
exploding. Thousands of websites are born every day, with new and interactive
content created at a staggering pace. Broadband in Corporations has become the
standard and the consumer market is following along, albeit a slower pace. While
the use of broadband technology started in the entertainment industry, its
applications to online learning and corporate communications are rapidly
advancing especially in the B2B space. Tools for dynamically authoring and
publishing Rich Media have ignited a wave of technical opportunities, known
today as Internet II. Wireless devices and PDA's are beginning to transfer
digital images and sounds. Colleges are now offering degrees online and Skills
Colleges are offering accreditation online.
5
According to varying sources the market space for IceWEB products and services
is somewhere between $20 and $50 billion. Our goal is to achieve 1% market share
within five years or roughly $200 million in revenue.
IceWEB has identified a market vortex in small to medium sized businesses that
rely on their website for sales, image, information, training etc. There are an
estimated 78,000,000 small to medium sized websites around the world that are
potential IceWEB users.
SALES AND MARKETING
Direction: As with most companies, we sell our products primarily through our
direct sales force and online website. We intend to expand our indirect sales
channel through additional relationships with systems integrators, value-added
resellers and original equipment manufacturers, and we generate leads through
search engine optimization. Our fiscal 2004 marketing plan includes Radio and
print advertising, Webinars, Seminars and Tradeshows, Direct Mail, Email
campaigns and customer-centric newsletters, Public Relations, as well as online
Pay Per Click venues such as Overture, Google, and KnowledgeStorm. We also
generate leads from a variety of sources, including businesses seeking partners
to develop Web-based applications. Initial sales activities typically include a
demonstration of our product capabilities followed by one or more detailed
technical reviews.
Online Community Outreach: Web forums, chat rooms, user groups will be marketed
to online. Online communities are a critical component to "Buzz" marketing. Our
low end products will be used as "freeware" to gain early adoption in the
marketplace. Loss leaders for our training classes are also being used to open
doors in large government and commercial customers. Additional relationship
marketing and community building methods to be used include; the use of events
bulletin boards and expert discussions, online surveys and questionnaires to
gather valuable feedback and encourage customer communications, the creation and
seeding of focused user groups, adopting a charitable cause, initiating a
referral program, building membership communities and services that revolve
around IceWEB's offerings, and the development and support of customer
evangelists that promote, and are promoted by IceWEB's products.
Partnerships: Established partnerships with major industry vendors will add
value and distribution for our products.
Software Provider Channel (SPC): Currently, there are three corporations that
utilize core IceWEB technology. There are licensing agreements in place that are
starting to generate small revenue streams. The "SPC" is origin to a significant
source of revenue since the most provider sales and marketing efforts are
vertically focused. The channel providers are utilizing IceWEB Technology to
brand and market their own line of products
LearningStream.com User Interface (LUI): IceWEB has successfully sold hundreds
of classes online. A need for subject matter experts and instructional designers
has been identified. Similar to users of EBAY, these users can take their
content and at anytime logon to LearningStream to create and publish a course.
The course will have to pass scrutiny and upon acceptance by LearningStream
staff will be published to the site for commerce sale. The goal is to have
anyone in the world be able to find the pertinent information on any related
topic. There is an abundance of free information on the Internet today, but
specific subject matter is always a premium. Businesses and consumers are
willing to pay for information. Once again, leveraging a user community can
extend IceWEB reach.
We use a variety of marketing programs to build market awareness of our brand
name, our products, and us as well as to attract potential customers for our
products. A broad mix of programs are used to accomplish these goals, including
market research, product and strategy updates with industry analysts, public
relations activities, advertising, direct marketing and relationship marketing
programs, seminars, trade shows and speaking engagements. Our marketing
organization also produces marketing materials in support of sales to
prospective customers that include brochures, data sheets, white papers,
presentations and demonstrations.
6
STRATEGY
The ultimate users of IceWEB's products and services are organizations in both
the public and private sectors with large, dispersed audiences of customers,
employees, or partners. IceWEB reaches these "users" directly with its own sales
organization and through "Strategic and Channel Partners" who resell IceWEB
services and standard products.
Brand Name Recognition: The time is now to propel IceWEB into a brand name!
Strategically, IceWEB will need to syndicate a funding round in the first
calendar quarter. The funds will be used to market the products worldwide via
the web, direct mail, TV, radio, seminars, mail campaigns and expo events.
At the core of the strategy will be to undercut the pricing model of the
competitors while delivering a high value, and a higher return on investment for
our customers.
Customer Delight: While most companies struggle to develop, and then keep
customer relationships strong, we are employing a series of relationship
marketing and community building procedures that will be used to strengthen our
customer relationships and extend the average lifetime value of our customers
and in the process, decease our marketing costs for new customer acquisitions,
and increase our total revenue per customer.
Strategic Mergers/Acquisitions: The company plans to grow through an acquisition
strategy whereby we can merge with similar companies that can migrate content to
our platform. There is a current trend in our sector and we intend to
participate where it makes sense relative to our planned sales growth and
ultimate objective to increase our shareholder equity.
STRATEGIC ADVANTAGES
Originally, IceWEB's software gave the Company a competitive edge when creating
custom solutions for its customers. Now, the software has been rewritten as a
Web-based platform and made available to anyone who wants to manage, create &
deliver rich-media content and e-learning courses. Thus, IceWEB's selling
advantage is making this technology available and affordable to open up the
world of independent web management and publishing for any organization. And,
because IceWEB's products are relatively inexpensive, easy to understand, sell
and use, they lend themselves to distribution by third parties such as
audio/video production companies, business centers and hosting/delivery vendors.
Our unique channel program allows for the resale of all IceWEB software
products.
Internal Method of Ownership Acknowledgment: IceWEB employees utilize our
software to generate leads, sales, demos and references. Our websites all run on
IceWEB CMS and our training resides on our intranet education portal. Simply
put, we are strategically using our own products to grow our business.
Content Management/E-learning Merger: Part content management platform and part
e-learning tool suite, our platform allows IceWEB to combine the best of breed
features and benefits of IceWEB CMS and E-Course Engine Toolsuite.
IceWEB ONLINE/IceWEB INTEGRATION: Implementing solutions requires technical
expertise between hardware and software. We cross-pollinate resources to better
serve our customers.
No Secured Debt: The Company has no secured debt.
7
TECHNOLOGY
2003 was a positive year for IceWEB technology. IceWEB launched more customers
on Miracle 2.0 and IceWEB CMS in 2003 than in the two previous years combined
and effectively quadrupled the number of customers using our products over the
previous two years. 2003 also saw the release of IceWEB CMS 2.1, 2.2, and 2.3.
With these 3 releases IceWEB CMS made great strides on several fronts, including
usability, stability, overall quality and most importantly scalability of our
products. Scalability of IceWEB CMS has been tested with real world customer
deployments, and has provided us with positive validation of our engineering
design objectives. IceSHOW, our e-learning product was also improved and
stabilized in the 4th quarter with a focus on tighter product integration
scheduled for the first and second quarter of 2004.
2003 was also a favorable year in terms of deployment. In addition to a steep
rise in the number of deployments per quarter, the time to deploy a web presence
within an enterprise or on the Internet was dramatically reduced. Deployment
operations that took one to two weeks in prior years now take a few hours. By
improving internal processes to gain efficiencies and building several tools
internally to automate manual and time intensive tasks, IceWEB engineering has
accomplished all its goals for 2003 and in many respects exceeded its
objectives.
Outlook 2004
Building on our performance in 2003, the future of IceWEB's product strategy
comprises 3 key objectives:
o Usability: Ease of use.
o Integration: Tighter integration of our core products IceWEB
CMS and IceSHOW to form one comprehensive product suite.
o Scalability: Automated tools.
USABILITY
In the first quarter of this year we plan to launch IceWEB CMS 2.4. This version
of IceWEB CMS takes a major step forward in terms of usability by eliminating
several complexities that exist in previous versions of the product. Version 2.4
also introduces several key features such as workflow, tested implementations on
multiple database back-ends and a much improved user interface. 2.4 is on
schedule to begin beta testing in early January.
INTEGRATION
Following the release of 2.4, will be 3.0. 3.0 is currently scheduled for
release in mid to late June 2004. IceWEB CMS 3.0 will unify IceWEB CMS and
E-Course Engine to create one product from the end user perspective. 3.0 will
provide the end user with powerful tools to not only manage text but also rich
media in "a what you see is what you get" or WYSIWYG environment. IceWEB CMS 3.0
will provide a comprehensive rich media content management system coupled with
modules for e-learning, content management and enterprise wide portal deployment
features, in a single turnkey solution.
SCALABILITY
IceWEB's view of scalability is not only the scalability of its technology but
also the ability of its technology to scale the business. By this we mean, how
quickly can we deploy new customers on our product? Building on our strong
reliance on internal tools, IceWEB engineering will focus on building plug-ins
to current 3rd party web development tools, such as Macromedia Dreamweaver,
Homesite and others. By providing integrations and tools that plug into these
3rd party tools, we can extend the powerful IceWEB back-end services into small,
medium and large enterprises with minimal effort. Deployment of our products
will be greatly improved by creating powerful new custom tags for developers, a
comprehensive software development kit, and a complete set of developer
documentation.
8
In 2004 we plan to greatly improve our current technology in terms of features
and usability. However, our key objective is to scale the product by providing
3rd party developers and value added resellers with the ability to deploy new
websites, intranets and portals using IceWEB CMS.
The majority of IceWEB's applications are based on client-server technology. The
authoring and content management application software has been developed using a
combination of C++, ColdFusion, Javascript, ASP, VBscript, Java, and Flash.
Since a majority of the processing is done on the server the client only needs a
browser to author and manage their web content. In addition, ICEWEB has
developed a proprietary desktop product called IceSLIDE(TM) for automatic batch
conversion of PowerPoint slides directly into Flash. IceWEB also uses
IceSLIDE(TM) technology in IceSHOW(TM) to convert slides after they have been
synchronized with the media stream. IceWEB's software is designed for
Microsoft's Windows Operating Systems and applications that use Microsoft's SQL
7 database software.
All IceWEB's products utilize its original technology in one form or another. By
leveraging the code of existing products, IceWEB uniquely decreases new product
development costs, shortens time to market and is therefore able to realize new
revenues from new products quickly.
IceWEB CMS 2.4 is available in a hosted or enterprise version. The platform
allows web users to dynamically update content. Our proprietary WYSIWYG editor
takes the guessing out of authoring and publishing new content.
E-Course Engine Suite - is a unique multimedia creation and delivery platform.
IceSHOW's powerful feature set and intuitive viewer interface are designed for
ease of use - offering great flexibility and convenience to non-technical users.
In addition, by delivering the product via an Application Service Provider (ASP)
model with bundled storage, delivery and support services, IceSHOW(TM) enables
the user to transform existing videos and slides into rich-media presentations
over the Internet. Anyone with encoded media and MS PowerPoint slides can
publish a multimedia presentation over the Internet within a matter of minutes
at an affordable price using IceSHOW(TM). A "wizard" literally steps users
through the process of uploading and converting existing media components, then
stitching them together seamlessly. There are options for adding a branded
interface and other interactive elements as well. Taking only minutes to
complete (depending on the presentation length), the resulting show is ready for
distribution via the Internet or an intranet.
IceSLIDE - A PowerPoint-to-Flash format conversion tool, IceSLIDE(TM) makes your
PowerPoint show small enough to distribute via the Internet. IceSLIDE(TM)
creates a compact, easily distributed Flash-format file with high quality vector
graphics. The resulting file can be easily e-mailed or posted on a Web site or
intranet. IceSLIDE(TM) was developed from the slide conversion technology built
into IceSHOW(TM). However, IceSLIDE(TM) is a standalone application that runs on
the viewer's PC.
LearningStream.com - is a pay-per-view online training site for business
professionals. IceWEB provides the hosting and streaming and shares the
generated revenue with the course content providers. Business professionals can
choose among many different subjects such as making presentations, managing
people and learning software applications from training developers such as Fred
Pryor Seminars, CareerTrack and Evelyn Woods.
Services
Consulting - IceWEB's consulting staff has years of experience in providing
custom rich-media solutions to all size organizations. IceWEB consulting
services include personalized project management, multimedia development,
synchronization of all media assets, application design and development,
software integration, instructional design, graphic design, foreign language
translations and delivery methods
Storage & Distribution - IceWEB offers a competitive level of data security,
backup and disaster recovery in order to ensure the integrity of our clients'
data. We have redundant production services; a 3-tier development cycle; tape
backups; and, redundant connectivity.
9
PRIMARY RISK FACTOR
IceWEB, Inc.'s prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stages of
development, particularly companies in new and rapidly evolving markets. IceWEB
will encounter various risks in implementing and executing its business strategy
and we can provide no assurance that it will be successful in addressing such
risks, and the failure to do so could have a material adverse effect on our
business. Our current cash forecast indicates that there will be negative cash
flow from our operations for the foreseeable future.
EMPLOYEES
As of September 30, 2003, IceWEB employed a total of 40 employees, all of whom
work full-time. IceWEB has no collective bargaining agreements with any unions
and believes that the overall relations with its employees are satisfactory.
ITEM 2. Description of Property
IceWEB leases approximately 6,933 square feet of office space on a two-year
lease that ends on April 30, 2004 for an average of approximately $6,933 per
month through December 2003. The Company has renegotiated its lease at its
current location for $4,500 per month starting January 10, 2003 and ending on
December 31st, 2003. IceWEB believes that these facilities are adequate to meet
current and foreseeable requirements and that suitable additional or substitute
space will be available on commercially reasonable terms if needed.
The company also leases 2,000 square feet of office space that ends on October
31st, 2004 on 1455 Pennsylvania Ave. NW Washington DC. The price per month is
$2,100.
ITEM 3. Legal Proceedings
The Company is not involved in any pending legal proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company has submitted no matters to a vote of security holders during the
fourth quarter of the fiscal year ended September 30, 2003, through the
solicitation of proxies or otherwise.
10
PART II
ITEM 5. Market for Registrant's Common Stock and Related Stockholder Matters
Our common stock is traded on the OTCBB under symbol ICEW. On September 30,
2003, there were 476 registered holders of record of our common stock. The high
and low common stock prices per share were as follows:
QUARTER ENDED
DEC. 31 MAR. 31 JUNE 30 SEP. 30 YEAR
------- ------- ------- ------- ----
FISCAL 2002
COMMON STOCK PRICE PER SHARE:
High ............................... $3.80 $0.80 $0.53 $0.16
Low ................................ $0.60 $0.07 $0.16 $0.11
________________________________________________________________________________
FISCAL 2003
COMMON STOCK PRICE PER SHARE:
High ............................... $0.23 $0.21 $0.31 $0.44
Low ................................ $0.10 $0.10 $0.09 $0.19
________________________________________________________________________________
As of September 30, 2003, the Company had 36,100,878 shares of Common Stock
issued and outstanding with a par value of $0.001 per share. Quotations above
reflect reported historical quotes obtained from Bigcharts.com and Yahoo.com,
without retail markup, mark down or commission, and may not represent actual
transactions.
The Company has not previously paid cash dividends on its Common Stock. The
payment of cash dividends from current earnings is not prohibited by any
agreements to which the Company is a party, but is subject to the discretion of
the Board of Directors and will be dependent upon many factors, including the
Company's earnings, its capital needs and its general financial condition. The
Company currently does not intend to pursue a policy of payment of dividends,
but rather to utilize any excess proceeds to finance the development and
expansion of its business.
RECENT SALES OF UNREGISTERED SECURITIES
Between September, 2002, through May, 2003, the Company under Rule 506 of
Regulation D sold 2,395,000 shares of common stock at a price of $.10 per share.
Thereafter, between June, 2003, through November, 2003, the Company also sold
under Rule 506 2,950,000 shares of common stock at a price of $.083 per share.
No underwriters or placement agents were used in connection with these
offerings.
ITEM 6. Management's Discussion and Analysis or Plan Of Operations
THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED
IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT.
During the last quarter of the Fiscal Year, the company made isolated sales to
accredited investors of shares of our common stock. The company raised a total
of $245,000 pursuant to individually negotiated agreements with accredited
investors who were sophisticated, had access to relevant information about
IceWEB and acquired these shares for investment.
11
IceWEB markets proprietary software products and integration services. The
software's first version began shipping in 2001. The company also launched an
e-learning site in 2002. Prior to this year the company had significant problems
generating revenue and was forced to scale the company back after September
2001. In 2003, the business of IceWEB started on an upswing. We acquired two
companies that immediately provided positive cash flow from contracts stemming
from two large customers. We do not believe the contracts are in jeopardy but
the loss of those contracts could impair our positive momentum. In the past we
incurred substantial operating losses. A substantial part of the losses was
acquired from prior acquisitions and the reverse merger in 2002. The company
currently is operating at break even but will need additional outside funding to
sustain the current growth. The company believes with additional financing,
increased sales and marketing and a release of the next version of software, it
will be able to generate positive cashflow. Over the course of the year,
expenses were in line with budget, and expect to be in line again in 2004.
We have been the subject of a going concern opinion from our independent
auditors.
Our independent auditors have added explanatory paragraphs to their audit
opinions issued in connection with the 2003, and 2002 financial statements which
states that our Company is dependent on outside financing and has had losses
since inception that raise substantial doubt about our ability to continue as a
going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, which was recently released by the U.S.
Securities and Exchange Commission, encourages all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Our consolidated financial statements include a summary of
the significant accounting policies and methods used in the preparation of our
consolidated financial statements.
Management believes the following critical accounting policies affect the
significant judgments and estimates used in the preparation of the financial
statements.
Revenue Recognition - revenues are recognized at the time of shipment of the
respective products and/or services. Our Company includes shipping and handling
fees billed to customers as revenues. Costs of sales include outbound freight.
Use of Estimates
Management's discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, management evaluates
these estimates, including those related to allowances for doubtful accounts
receivable and the carrying value of inventories and long-lived assets.
Management bases these estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis of making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.
RESULTS OF OPERATIONS
Net revenues - for the year ended September 30, 2003, the Company increased
revenue 766% to $1,681,505 compared to total revenue of $194,201 for the year
ended September 30, 2002. Several factors contributed to the sales growth,
including adding additional business through acquisitions.
12
Cost of revenues - our cost of revenues consists of costs related to project
management services, technical personnel, benefits for the personnel, hosting
and delivery platform. Our cost of revenues as a percentage of total revenues
increased 42%to $1,264,338 from $63,711 in 2002. This was primarily due to
increase in sales from acquisitions.
Marketing and Sales, General and Administrative expense - our SG&A expenses
decreased to $675,591 from $852,868 in year ending September 30, 2003. The
decrease in expenses can be attributed to a reduction in non-performing
personnel as well as cost efficiencies created through acquisition.
Income taxes - because we incurred net operating losses in the year ended
September 30, 2003, we paid no federal, state or foreign income taxes in that
period. We have also not recognized any tax benefits for the related tax
operating loss carry forwards and may not until we conclude that such benefits
will be utilized.
Overall, our loss per share was $(.00) for the fiscal year ended September 30,
2003 compared to $(.03) for the same period in 2002. The lower loss per share in
2003 is due primarily to increase in sales and profit.
As we continue to implement our plan of operation, we expect general and
administrative expenses to remain nearly flat and actually decrease as a
percentage of sales due to the process efficiencies we have already put in
place.
In order for the company to continue its current exponential growth rates and
secure market position, the company will need to raise additional capital. There
are no assurances that the company will obtain the additional capital.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, our operating and investing activities have used more cash than
they have generated. Because of the continued need for substantial amounts of
working capital to fund the growth of the business, and to pay our operating
expenses, we expect to continue to experience significant negative operating and
investing cash flows for the foreseeable future. Our existing working capital
will not be sufficient to fund the continued implementation of our plan of
operation during the next 12 months and to meet our capital commitments and
general operating expenses. We are unable to predict at this time the exact
amount of additional working capital we will require, however, in order to
provide any additional working capital which we may require, we will in all
likelihood be required to raise additional capital through the sale of equity or
debt securities which may result in dilution to our existing shareholders. We
currently have no commitments to provide us with any additional working capital.
If we do not have sufficient working capital to implement our plan of operation
described above, it is likely that we will cease operations.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
This report and other written reports and oral statements made from time to time
by the Company may contain so-called "forward-looking statements," all of which
are subject to risks and uncertainties. One can identify these forward-looking
statements by their use of words such as "expects," "plans," "will,"
"estimates," "forecasts," "projects" and other works of similar meaning. One can
identify them by the fact that they do not relate strictly to historical or
current facts. These statements are likely to address the Company's growth
strategy, financial results, and product and development programs. One must
carefully consider any such statement and should understand that many factors
could cause actual results to differ from the Company's forward-looking
statements. These factors include inaccurate assumptions and a broad variety of
other risks and uncertainties, including some that are known and some that are
not. No forward-looking statement can be guaranteed and actual future results
may vary materially.
13
The Company does not assume the obligation to update any forward-looking
statement. One should carefully evaluate such statements in light of factors
described in the Company's filings with the Securities and Exchange Commission,
especially on Forms 10-KSB, 10-QSB and 8-K. In various filing the Company has
identified important factors that could cause actual results to differ from
expected or historic results. The Company notes these factors for investors as
permitted by the Private Securities Litigation Reform Act of 1995. One should
understand that it is not possible to predict or identify all such factors.
Consequently, the reader should not consider any such list to be a complete list
of all potential risks or uncertainties.
ITEM 7. Financial Statements
INDEPENDENT AUDITORS' REPORT
To The Board of Directors and Stockholders of IceWEB, Inc. and subsidiaries:
We have audited the accompanying consolidated balance sheets of IceWEB, Inc. and
subsidiaries as of September 30, 2003 and 2002 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the years
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IceWEB, Inc. and
subsidiaries as of September 30, 2003 and 2002 and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 16 to
the financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 16. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/Daszkal Bolton LLP
Daszkal Bolton LLP
Boca Raton, FL
January 14, 2004
14
ICEWEB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
2003 2002
---- ----
Revenue .......................................... $ 1,681,505 $ 194,201
Cost of revenues ................................. 1,264,338 63,711
Gross Profit ..................................... 417,467 130,490
Operating Expenses:
Selling Expense .............................. 20,104 255,593
General and Administrative ................... 655,487 597,275
Total Operating Expense ................. 675,591 852,868
Operating Loss ................................... (258,424) (722,378)
Change in Estimate ............................... 183,316 0
Interest Income .................................. 8 8
Interest Expense ................................. (30,744) 11,340
Loss of Disposal of assets and goodwill impairment 0 18,215
________________________________________________________________________________
Net Loss ......................................... (105,844) (751,925)
________________________________________________________________________________
Loss per share ................................... (.00) (.03)
Weighted average shares
Outstanding basic and diluted .................... 31,900,467 27,067,776
See accompanying notes to consolidated financial statements
15
ICEWEB, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND 2002
2003 2002
---- ----
Current Assets:
Cash and cash equivalents ................. $ 104,314 $ 9,010
Accounts receivable, net .................. 316,671 13,470
Prepaid expenses .......................... 938 0
________________________________________________________________________________
Total current assets .................. 421,923 22,480
Property and equipment, net .................... 51,257 116,707
Other assets:
Goodwill .................................. 174,866 0
Deposits .................................. 12,665 9,533
Due from related parties .................. 65,499 0
________________________________________________________________________________
Total other assets .................... 253,030 9,533
________________________________________________________________________________
Total assets ................................... $ 726,209 $ 148,720
________________________________________________________________________________
Liabilities and stockholders' deficit
Current Liabilities
Accounts payable .......................... $ 377,345 $ 368,182
Accounts payable - related party .......... 98,000 0
Accrued Expenses .......................... 109,311 17,611
Deferred revenue .......................... 13,415 495
Note payable - related party .............. 370,266 576,341
________________________________________________________________________________
Total Current Liabilities ...................... $ 968,337 $ 962,629
________________________________________________________________________________
Stockholders' deficit:
Common stock, par value $.001
100,000,000 shares authorized 36,100,878
and 30,112,878 issued and
outstanding, respectively ..................... 36,101 30,113
Additional paid in capital ..................... 2,283,704 1,612,066
Accumulated deficit ............................ (2,561,932) (2,456,088)
Total stockholders' deficit .................... (242,128) (813,909)
________________________________________________________________________________
Total liabilities and stockholders' deficit .... $ 726,209 $ 148,720
________________________________________________________________________________
See accompanying notes to consolidated financial statements
16
ICEWEB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
Common Stock Additional Accumulated
Shares Amount Paid in capital Deficit Total
---------- -------- --------------- ----------- ---------
Balance at September 30, 2001 ...... 24,310,400 $ 24,310 $1,551,381 $(1,704,163) $(128,472)
Contributed capital ................ 0 0 128 0 128
Common stock issued in reverse
merger ........................... 5,128,100 $5,128 $(9,115) 0 $ (3,987)
Common stock issued ................ 674,378 $675 $69,672 0 $ 70,3466
Net loss for the year .............. 0 0 0 $ (751,925) $(751,925)
Balance at September 30, 2002 ...... 30,112,878 $ 30,113 $1,612,066 $(2,456,088) $(813,909
========== ======== ========== =========== =========
Common stock issued ................ 4,770,000 4,770 417,230 0 422,000
Equity issued for services ......... 168,000 168 48,992 0 49,160
Common stock issued in
satisfaction of liabilities ...... 550,000 550 109,915 0 110,465
Common stock issued in
acquisitions ..................... 500,000 500 95,500 0 96,000
Net loss for year .................. 0 0 0 (105,844) (105,844)
Balance at September 30, 2003 ...... 36,100,878 $ 36,101 $2,283,704 $(2,561,932) $(242,128)
========== ======== ========== =========== =========
See accompanying notes to consolidated financial statements
17
ICEWEB, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
2003 2002
---- ----
Operations
Net loss .................................................................. $(105,844) $(751,925)
Adjustments to reconcile net loss to net cash in operating activities:
Depreciation and amortization ............................................. 95,242 116,855
Loss on disposal of assets and goodwill impairment ........................ 0 18,215
Changes in operating assets and liabilities, net of effects from
acquisition: (Increase) decrease in:
Accounts receivable ....................................................... (303,201) 81,741
Prepaid expenses .......................................................... (938) 1,751
Deposits .................................................................. (3,132) (7,986)
Increase (decrease) in:
Accounts payable .......................................................... 9,163 261,339
Accrued expenses .......................................................... 91,700 (37,547)
Deferred revenue .......................................................... 12,920 (40,549)
_________________________________________________________________________________________________________
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES: ........................... $(204,090) $(358,106)
_________________________________________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisition .................................................. 0 (3,987)
Purchase of property and equipment ........................................ (40,763) (8,921)
Proceeds from disposal of property and equipment .......................... 0 10,000
Purchase of intangibles ................................................... (174,866) 0
_________________________________________________________________________________________________________
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES ............................ (215,629) (2,908)
_________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
(Payments on) Proceeds from line of credit ................................ (206,075) (73,382)
Payments to related party ................................................. (54,528) 0
Proceeds from related party ............................................... 98,000 357,448
Contributed capital ....................................................... 677,626 70,474
_________________________________________________________________________________________________________
NET CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES ............................ $ 515,023 $ 354,540
_________________________________________________________________________________________________________
NET INCREASE IN CASH ........................................................... 95,304 (6,474)
CASH AND EQUIVALENTS - beginning of year ....................................... 9,010 15,484
_________________________________________________________________________________________________________
CASH AND EQUIVALENTS - end of year ............................................. 104,314 9,010
_________________________________________________________________________________________________________
Cash paid for interest ......................................................... 0 0
See accompanying notes to consolidated financial statements
18
ICEWEB, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
Note 1 - Summary of Significant Accounting Policies
(a) Description of business
IceWEB Incorporated. (the "Company") was originally incorporated in
Virginia in March 1996, and then was reincorporated as IceWEB, Inc. in Delaware
in September 2001. The Company first operated as a full service provider of
computer systems and professional services to corporate businesses and to the
federal government under a General Services Administration (GSA) schedule
contract for computer systems and peripherals. The Company acquired the assets
of LearningStream, Inc. in June 2001, which coincided with the transition of the
Company's business model to focus on e-learning. In March 2002, the Company
executed a reverse merger with Disease Sciences, Inc. and began trading publicly
on the OTC Bulletin Board. Under the agreement, the former business of Disease
Sciences will be separated from the post merger company. The Company filed the
required documents to record the merger and change the name to IceWEB, Inc. with
the Delaware Secretary of State in September 2002.
All common stock amounts in the financials statements as of September
30, 2003 and 2002 have been restated to reflect the reverse merger occurring in
March 2002, as disclosed in Note 10.
(b) Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.
(c) Revenue Recognition
Generally, revenues from sales of products are recognized when products
are shipped unless the Company has obligations remaining under sales or
licensing agreements, in which case revenue is either deferred until all
obligations are satisfied or recognized ratably over the term of the contract.
The company uses the Percentage of Completion method to recognize revenue and
expense from contracts extending through fiscal quarters. Revenues from services
are recognized at the time the services are completed.
(d) Earnings Per Share
The Company computes earnings per share in accordance with Statement of
Accounting Standards No. 128, "Earnings per Share ("SFAS No. 128"). Under the
provisions of SFAS No. 128, basic earnings per share is computed by dividing the
net income (loss) for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing the net income (loss) for the period by the weighted average number of
common and potentially dilutive common shares outstanding during the period.
Potentially dilutive common shares consist of the common shares
issuable upon the exercise of stock options and warrants (using the treasury
stock method) and upon the conversion of convertible preferred stock (using the
if-converted method). Potentially dilutive common shares are excluded form the
calculation if their effect is antidilutive.
19
(e) Stock Option Plan
The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations including FASB
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation an interpretation of APB Opinion No. 25" issued in March 2000, to
account for its fixed plan stock options. Under this method, compensation
expense is recorded on the date of grant only if the current market price of the
underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for
Stock-Based compensation," established accounting and disclosure requirements
using a fair value-based method of accounting for stock-based employee
compensation plans. As allowed by SFAS No. 123, the Company has elected to
continue to apply the intrinsic value-based method of accounting described
above, and has adopted the disclosure requirements of SFAS No. 123.
(f) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.
(g) Property and Equipment
Property and equipment is recorded at cost and is depreciated using the
straight-line method over their estimated useful lives.
(h) Intangible Assets
Trademarks were acquired in September 2000. They are recorded at cost
and are amortized using the straight-line method over 5 years. The Company
continually reviews its intangible assets to evaluate whether events or changes
have occurred that would suggest an impairment of carrying value. An impairment
would be recognized when expected future operating cash flows are lower than the
carrying value. As of September 30, 2003 and 2002, $0 and $10,435 was recorded
as an impairment loss on the trademark asset.
(i) Amortization of Goodwill
Goodwill represents the amount by which the purchase price of a
business acquired exceeds the fair market value of the net assets acquired under
the purchase method of accounting. The Company assesses whether its goodwill and
other intangible assets are impaired as required by SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets to be Disposed of," based on an
evaluation of undiscounted projected cash flows through the remaining
amortization period. If impairment exists, the amount of such impairment is
calculated based on the estimated fair value of the asset. The Company Has not
amortized or recognized any impairment of goodwill during the year ended
September 30, 2003 or 2002.
(j) Recent Accounting Pronouncements
In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Account Standards No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This Statement amends Statement
No. 133 to clarify the financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. This statement is effective for contracts
entered into or modified after June 30, 2003.
20
In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Account Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability. The requirements of this Statement apply to issuers'
classification and measurement of frestanding financial instruments. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003 and otherwise effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities. For nonpublic entities, mandatorily
redeemable financial instruments are subject to the provisions of this Statement
for the first fiscal period beginning after December 15, 2003.
On January 17, 2003, the FASB issued FIN 46, Consolidation of Variable
Interest Entities, An Interpretation of Accounting Research Bulletin No. 51. The
primary objectives of FIN 46 are to provide guidance on how to identify entities
for which control is achieved through means other than through voting rights
(variable interest entities "VIE" and how to determine when and which business
enterprise should consolidate the VIE. This new model for consolidation applies
to an entity in which either (1) the equity investors do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entity's activities without receiving additional subordinated
financial support from other parties. FIN 46 will be fully adopted in the third
quarter of 2003. The Company does not believe the adoption of this standard will
have a material impact on its financial reporting.
(k) Reclassifications
Certain reclassifications have been made to the prior years' financial
statements to conform to the current year presentation. These reclassifications
had no effect on previously reported results of operations or retained earnings.
Note 2 - Property and Equipment
Property and equipment consist of the following:
2003 2002
---- ----
Computer equipment ................. $ 186,604 $ 159,813
Computer software .................. 99,615 96,615
Furniture and fixtures ............. 19,195 19,195
Vehicles ........................... 0 3,600
Leasehold improvement .............. 0 0
Total property and equipment ....... 305,414 279,223
Less: accumulated depreciation ..... (254,157) (162,516)
Property and equipment, net ........ $ 51,257 $ 116,707
Depreciation expense for the years ended September 30, 2003 and 2002 was $95,242
and $116,855 respectively.
Note 3 - Operating Leases
The Company leases facilities in Herndon, VA for office space and developmental
work through April 2004 . Durign 2003, the Company renegotiated its existing
lease at its current location. Total rental expense for the years ended
September 31, 2003 and 2002 was $49,875 and $25,056, respectively. . The Company
also leases facilities for one of its subsidiaries at $2,100 per month. This
lease continues through December 31, 2004. The minimum lease obligation for the
next five fiscal years is:
Fiscal Year Amount
----------- -------
2004 $68,752
2005 $ 6,300
21
The Company has sub-leased a portion o fits premises beginning March 1, 2003
through December 31, 2003, for a monthly payment of $4,000. As of September 30,
2003, revenues includes $28,000 of sub-lease rental income and deferred revenue
includes $12,000 representing sub-lease income for October, November and
December 2003.
Note 4 - Accounts Receivable
Accounts receivable consist of normal trade receivables. The Company assesses
the collectibility of its accounts receivable regularly. Based on this
assessment, an allowance against accounts receivable has been established. The
allowance for doubtful accounts is $500 as of September 30, 2003 and 2002,
respectively. Bad debt expense is $0 and $725for the years ended September 30,
2003 and 2002, respectively.
Note 5 - Related Party Transactions
At September 30, 2003, the Company had an accounts payable of $98,000 to an
officer of the company under the acquisition agreement with Seven Corporation as
disclosed in Note 12.
At September 30, 2003 and 2002, the Company had a note payable to the majority
shareholder for $220,266 and $326,341, respectively.. This note payable is due
on demand and accrues interest at 12.5% per year.
At September 30, 2003 and 2002, the Company had a note payable to the second
largest shareholder for $150,000.
In 2002, the Company borrowed $100,000 from three shareholders. All three
shareholders agreed that the notes are non-interest bearing. During the
year-ended September 30, 2003, these notes were converted to equity at
$1.00/share, resulting in the issuance of 100,000 shares.
Note 6 - Concentration of Credit Risk
The Company maintains its cash bank deposits at various financial institutions
which, at times, may exceed federally insured limits. Accounts are guaranteed by
the Federal Deposit Insurance Corporation (FDIC) up to $100,000. At September
30, 2003 and 2002, the Company had approximately $26,600 and $0, respectively,
in excess of FDIC insured limites. The Company has no experienced any losses in
such accounts.
Note 7 - Major Customers
Sales to two customers represented approximately 27% and 64% of total sales in
September 30, 2003 and 2002, respectively. As of September 30, 2003 and 2002,
approximately 31% and 87% of the Company's accounts receivable were due from
these two customers.
Note 8 - Income Taxes
As of September 30, 2003 and 2002 , the Company had an unused net operating loss
carry forward of approximately $2,387,226 and $1,507,697 available for use on
its future corporate federal tax returns. The Company's evaluation of the tax
benefit of its net operating loss carry forward is presented in the following
table. The tax amounts have been calculated using the Company's effective income
tax rate resulting from the use of graduated rates.
2003 2002
---- ----
Deferred tax asset:
Tax benefit of net operating loss carry
forward ....................................... $ 898,313 $ 837,457
Tax provision of accumulated depreciation ..... (5,496) (10,993)
Tax benefit of allowance for doubtful
accounts ...................................... 273 273
Tax benefit of accumulated depreciation ....... 0 0
Less: valuation allowance .................... (893,090) (826,737)
Total deferred tax asset ........................... $ 0 $ 0
22
The loss originating in FY 2001 will expire in 2021, the loss originating in
2002 will expire in 2022 and the loss originating in 2003 will expire in 2023.
The utilization of the above loss carry forwards, for federal income tax
purposes may be subject to limitation resulting from changes in ownership.
Note 9 - Acquisitions
Two companies were acquired in June 2003, Interlan Corporation and Seven
Corporation. The Company acquired all of the oustanding stock of Interlan and
Seven in exchange for $165,000 in cash, $42,000 paid at closing and $123,000
payable over the next six months and 500,000 shares of Iceweb stock. The total
value of cash and stock paid was $261,000, resulting in goodwill recorded of
$174,866.
Note 10 - Equity Transactions
The Company had a private placement of up to 3,000,000 units as of September 30,
2002 and the placement was sold out during the year ended September 30, 2003.
Each unit consists of one share of common stock and one common stock purchase
warrant. Each warrant entitles the holder to purchase one share of common stock
at a purchase price of $0.60 per share. The Warrants are immediately exercisable
and will expire on July 1, 2004. Upon 15 days written notice, the Company may
call any Warrant at a call price of $0.001 per underlying share should the
common stock trade at or above $1.00 for 10 consecutive trading days prior to
the date of such notice. The company has sold 4,770,000 shares of common stock
during the year ended September 30, 2003 for $422,000.
On August 15, 2003, notes payble totaling $97,000 plus accrued interest were
converted to equity at $0.22/share, resulting in the issuance of 450,000 shares.
During March 2003, the Company granted options to purchase 202,000 shares of
common stock to consultants recognizing $16,160 in compensation expense.
Note 11 - Stock Option Plan
During March 2002, the Company adopted the "Management and Director Equity
Incentive and Compensation Plan." The maximum number of shares authorized and
available under the plan is 10,000,000 shares. Under the terms of the plan, the
options expire after 5 years, as long as the employees remain employed with the
Company. The following is a summary of option activity for the years ended
September 30, 2003 and 2002:
Stock option activity during the period is indicated as follows:
Option Available Exercise
for Grant Options Price
---------------- ----------- --------
Balance, September 30, 2001 ..... 10,000,000
Granted ......................... - 5,175,000 .20
Exercised ....................... - (2,000,000)
Forfeited ....................... - (1,750,000)
Balance, 30 Sep 02 .............. 8,575,000 1,425,000 .20
========= =========
Granted ......................... - 3,982,000 .08-.40
Forfeited ....................... - (1,505,000)
Balance, 30 Sep 03 .............. 6,098,000 3,902,000 .08-.40
The employee option grants provide that the option will be canceled ninety days
after an employee leaves employment with the Company.
SFAS No. 123 "Accounting for Stock Based Compensation" ("SFAS 123"), requires
the Company to disclose pro forma information regarding option grants made to
its employees. SFAS 123 specifies certain valuation techniques that produce
estimated compensation charges that are included in the pro forma results below.
These amounts have not been reflected in the Company's Statement of Operations,
because Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
Employees," specifies that no compensation charge arises when the price of the
employees' stock options equal the market value of the underlying stock at the
grant date, as in the case of options granted to the Company's employees
23
SFAS No. 123 pro forma numbers are as follows for the fiscal year periods ended
September 30, 2003 and 2002:
2003 2002
---- ----
Actual net (loss) .................. (106,243) (751,925)
SFAS 123 Compensation Cost ......... 53,238 602,700
-------- ----------
Pro forma net income (loss) ........ (159,481) (1,354,625)
-------- ----------
Pro forma basic and diluted
Net income (loss) per share ... (.00) (.05)
Under SFAS 123, the fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model. The following weighted
average assumptions were used:
Risk free interest rate ................................ 6%
Expected dividends ..................................... 0
Volatility factor ...................................... 1.97%
Weighted average expected Life of Options .............. 3
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion the existing models do not necessarily provide a reliable single measure
of the fair value of the Company's options.
Note 12 - Significant Customer Information and Segment Reporting
SFAS No. 131, Disclosure about Segments of an Enterprise and Related
Information, establishes standards for the reporting by business enterprises of
information about operating segments, products and services, geographic areas,
and major customers. The method for determining what information to report is
based on the way that management organizes the operating segments with IceWEB
for making operational decisions and assessments of financial performance.
IceWEB's chief operating decision-maker is considered to be the chief executive
officer (CEO). The CEO reviews financial information presented on a consolidated
basis for purposes of making operating decisions and assessing financial
performance. The financial information reviewed by the CEO is identical to the
information presented in the accompanying consolidated statements of operations.
Therefore, IceWEB has determined that it operates in a single operating segment,
specifically, web communications services. For the periods ended September 30,
2003 and 2002 all material assets and revenues of IceWEB were in the United
States.
Note 13 - Change in Estimate
During the year ended September 30, 2003, the Company recognized approximately
$183,316 in reduced expenses. This reduction in expenses related to 2002 accrued
payroll and expenses that were either forgiven or settled for less than the
original amount.
Note 14 - Going Concern
The Company's auditors stated in their reports on the financial statements of
the Company for the years ended September 30, 2003 and 2002 that the Company is
dependent on outside financing and has had losses since inception that raise
substantial doubt about our ability to continue as a going concern.
24
For the years ended September 30, 2003 and 2002, the Company incurred net annual
losses of $84,894, and $751,925, respectively. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
Management has established plans intended to increase the sales of the Company's
products. Management intends to seek new capital from new equity securities
offerings to provide funds needed to increase liquidity, fund growth and
implement its business plan; however, no assurance can be given that the Company
will be able to raise any additional capital.
Note 15 - Subsequent event
On October 4th, 2003, IceWEB acquired the assets of Iplicity, Inc. of Virginia.
ITEM 8A. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Chief Executive Officer. Based upon that evaluation, they concluded
that the Company's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the Company's
disclosure obligations under the Exchange Act.
Changes in internal controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.
25
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
NAME AGE TITLE TERM OF OFFICE
---- --- ----- --------------
John R. Signorello 37 Chairman Ind
Chief Executive Officer 1
Director
John R. Signorello has served as Chairman of the Board of Directors and CEO of
IceWEB, Inc. since inception. From 1991 until September 1997, Mr. Signorello
served as the Chief Executive Officer of STMS -"Solutions That Make Sense" - a
private technology company he founded that specialized in computer networks,
systems integration and information technology. In September 1997, the company
was acquired by Steelcloud (Nasdaq:SCLD), and Mr. Signorello remained as Vice
President of Sales and Marketing until November 1998. From 1998 to 2002, Mr.
Signorello was engaged as a consultant with several Internet companies. Prior to
founding STMS, Mr. Signorello served as a business consultant for Applied
Accounting Technology. Mr. Signorello, an accomplished musician, is also a
principal in New York City Lights Entertainment. Mr. Signorello received a
B.B.A. in Marketing from Radford University in 1989.
To the knowledge of Management, no director, executive officer, promoter or
control person has been involved in any legal proceedings during the past five
years that are material to an evaluation of the ability or integrity of such
director, person nominated to become a director, executive officer, promoter or
control person of the Company. None of the individuals listed in this Item 9 has
had a bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of such
bankruptcy, if any, or within two years prior to that time. No director,
executive officer, promoter or control person was or has been convicted in a
criminal proceeding or is subject to a pending criminal proceeding or subject to
any order, judgment, or decree, not subsequently reversed, suspended, or
vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, borrowing, or otherwise limiting his or her involvement in any type
of business, securities or banking activities. No director, executive officer,
promoter or control person has been found by a court of competent jurisdiction
in a civil action to have violated federal or state securities or commodities
laws.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
John R. Signorello failed to timely comply with filing of Form 4 for the sale of
200,000 shares in May 2003, which was subsequently filed with the Securities and
Exchange Commission.
CODE OF ETHICS
Not recognizing the current desirability to have a code of ethics, the Company
has not yet adopted a code of ethics.
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ITEM 10. Executive Compensation
The following table sets forth the compensation paid during the last fiscal year
to the only executive officer of the Company.
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Restricted Securities
Other Annual Stock Underlying
Salary Bonus Compensation Award(s) Options/SARs LTIP All other
Name and Principal Position Year ($) ($) ($) ($) (#) Payouts Compensation
___________________________ ____ ______ _____ ____________ __________ ____________ _______ ____________
John R. Signorello
Chief Executive Officer
Principal Financial
Officer Director 2001 19,000 0 0 0 0 0 0
2002 68,000 0 0 120,000 600,000 0 0
2003 5,000 0 0 0 600,000 0 0
The following table summarizes option grants during 2003 to the named executive
officer.
Option/ SAR Grants in Fiscal Years 2002 and 2003
________________________________________________
Individual Grants
Number of Securities % Of Total
Underlying Options/SARS Exercise
Unexercised Granted to Price or Base
Options/SARS at Employees in Price Market Price
Name Year FY-End (#) Fiscal Year ($/Share) Date of Grant Expiration Date
_______________________ ____ ____________________ ____________ _____________ _____________ _______________
John R. Signorello
Chief Executive Officer
Principal Financial
Officer Director 2001 0 0 0 0 0
2002 600,000 19% 0.20 0.20 February 2007
2003 600,000 21% 0.40 .40 September 2008
Aggregate Option/SAR Exercises in Fiscal Year 2003 and FY End Option/SAR Values
_______________________________________________________________________________
Shares Number of Securities Underlying Value of Unexercised
Acquired on Value Unexercised Options/SARS at In-The-Money Options/SARS at
Name Exercise (#) Realized ($) FY-End (#) FY-End ($)
Exercisable Unexercisable Exercisable Unexercisable
_______________________ ____________ ____________ ___________ _____________ ___________ _____________
John R. Signorello
Chief Executive Officer
Principal Financial
Officer Director 200,000 0 262,000 938,000 0 0
_________
(1) Mr. Signorello was granted options to purchase 600,000 shares at $0.20/each,
expiring in February 2007. The options vest with the following schedule: (1) 3%
on the date of grant (March 22, 2002), (2) 3% on each monthly anniversary of the
date of grant up to the 32nd month and (3) 1% on each monthly anniversary of the
date of grant for months 33 to 36.
EMPLOYMENT CONTRACTS
Mr. Signorello does not have an employment contract.
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ITEM 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
(a) Based on information from the Company's transfer agent, the Company believes
that the following individuals/entities hold five percent (5%)or more of the
outstanding voting stock of the Company as of September 30, 2003. No other
individual or any group is known to the Company to be the beneficial owner of
more that five percent (5%) of any class of the Company's voting securities.
Title of Class Name and Address Amount & Nature %
-------------- ---------------- --------------- --
Common Stock John R. Signorello 18,179,300 Direct 52%
620 Herndon Parkway Suite 360
Herndon, VA 20170
(b) As of September 30, 2003 all management shareholders of record are shown
above in (a). The number of shares of Common Stock owned by all officers and
directors as a group (directly or indirectly as of September 30, 2003) is
believed by management to be 18,179,300 shares, or approximately 52% of the
outstanding shares of Common Stock.
EQUITY COMPENSATION PLANS
(a) (b) (c)
Plan category Number of securities to Weighted-average exercise Number of securities remaining available
be issued upon exercise price of outstanding for future issuance under equity
of outstanding options, options, warrants and compensation plans (excluding securities
warrants and rights rights reflected in column (a))
___________________ _______________________ _________________________ ________________________________________
Equity compensation 10,000,000 .21 6,098,000
plans approved by
security holders
Equity compensation 0 0 0
plans not approved
by security holders
Total 10,000,000 .21 6,098,000
ITEM 12. Certain Relationships and Related Transactions
At September 30, 2003, the Company had a note payable to John R. Signorello for
$220,850. This note payable is due on demand and accrues interest at 12.5% per
year.
ITEM 13. Exhibits and Reports on Form 8-K
(a) Exhibits
The following documents are filed herewith or have been included as exhibits to
previous filings with the Commission and are incorporated herein by this
reference:
EXHIBIT NO. EXHIBIT
---------- -------
2 Agreement and Plan of Merger (FILED AS EXHIBIT TO CURRENT REPORT
ON FORM 8-K ON APRIL 4, 2002, AND INCORPORATED BY REFERENCE)
3.1 Certificate of Incorporation (to be filed by subsequent amendment)
3.2 Bylaws (to be filed by subsequent amendment)
31 CEO and CFO certification pursuant to Section 302 of the Sarbanes
Oxley Act of 2002 as required by Rule 13a-14(a)
32 Certification pursuant to Section 906 of the Sarbanes Oxley Act of
2002 as required by Rule 13a-14(b).
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(b) Reports on Form 8-K
Acquisition or Disposition of Assets (FILED AS EXHIBIT TO CURRENT
REPORT ON FORM 8-KA ON AUGUST 8TH, 2003 for the acquisition of Interlan
and The Seven Corporation)
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
The aggregate fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements, review of our
financial statements included in our quarterly reports and other fees that are
normally provided by our accountant in connection with our audits for the fiscal
years ended September 30, 2003 and 2002 were $29,000 and $19,000, respectively.
AUDIT RELATED FEES
The aggregate fees billed for assurance and related services by our principal
accountant that are reasonably related to the performance of the audit or review
of our financial statements, other than amounts previously reported in this Item
14 for the fiscal years ended September 30, 2003 and 2002 were $0 and $0,
respectively.
TAX FEES
The aggregate fees billed for professional services rendered by our principal
accountant for tax compliance, tax advices and tax planning for the fiscal years
ended September 30, 2003 and 2002, were $0 and $0, respectively.
ALL OTHER FEES
There were no other fees billed by our principal accountant for the fiscal years
ended September 30, 2003 and 2002, except as provided above.
AUDIT COMMITTEE
Our sole director serves as our audit committee and pre-approved all of the
above amounts billed to the Company prior to incurring the expenses associated
therewith.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
IceWEB, INC.
SIGNATURE TITLE
/s/ JOHN R. SIGNORELLO Chief Executive Officer
---------------------- Principal Financial Officer
John R. Signorello Director
Date: January 14, 2004
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