UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
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(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER: 33-19196-A
IVG CORP.
(Name of Small Business Issuer in its Charter)
DELAWARE 59-2919648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13135 DAIRY ASHFORD
SUITE 525
SUGAR LAND, TEXAS 77478
(Address of principal (Zip Code)
executive offices)
(281) 295-8400
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer: (1) filed all reports required to be filed by Sections
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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. [X]
State issuer's revenues for its most recent fiscal year: $396,300
As of November 1, 2001, the aggregate market value of the common stock of the
issuer held by non-affiliates, based on the average bid and asked price of the
common stock as quoted on the OTC Bulletin Board, was $3,774,615. As of October
26, 2001, 61,620,639 shares of common stock of the issuer were outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
IVG CORP.
FORM 10-KSB
TABLE OF CONTENTS
PART I.........................................................................1
ITEM 1. DESCRIPTION OF BUSINESS...............................................1
Overview 1
Portfolio Companies............................................................1
Pending Acquisition............................................................4
Business Strategy..............................................................4
Evaluation of Potential Acquisitions...........................................5
Competition....................................................................6
Intellectual Property..........................................................7
Employees......................................................................8
Forward-Looking Statements.....................................................8
ITEM 2. DESCRIPTION OF PROPERTY...............................................8
ITEM 3. LEGAL PROCEEDINGS.....................................................8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................8
PART II........................................................................8
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............8
Market Price Information.......................................................8
Dividends......................................................................9
Recent Sales of Unregistered Securities........................................9
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS...........11
Results of Operations.........................................................12
Comparison of the Years Ended December 31, 2000 and December 31, 1999.........12
Comparison of the Years Ended December 31, 1999 and December 31, 1998.........13
Liquidity and Capital Resources...............................................13
Going Concern Consideration...................................................13
Subsequent Events -- Financing................................................14
Subsequent Event - Pending Acquisition........................................14
RISK FACTORS..................................................................14
Risks Associated With Our Business............................................14
Risks Associated With Investing in Our Securities.............................16
ITEM 7. FINANCIAL STATEMENTS.................................................18
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.............................................18
PART III .....................................................................18
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT....................18
Directors and Executive Officers..............................................18
Section 16(a) Beneficial Ownership Reporting Compliance.......................19
ITEM 10. EXECUTIVE COMPENSATION...............................................19
Summary Compensation Table....................................................19
Employment Agreements.........................................................19
2000 Omnibus Securities Plan..................................................20
Option Grants.................................................................20
Option Exercises and Option Values............................................20
Compensation of Directors.....................................................21
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......21
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................22
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................24
INDEX TO FINANCIAL STATEMENTS................................................F-1
INDEX TO EXHIBITS
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
OVERVIEW
We were incorporated in Florida in 1987 under the name "Strategic Ventures,
Inc." We changed our name to "Strategic Venture Group, Inc." in May 1991 and to
"Internet Venture Group, Inc." in October 1999. In March 2001, we were merged
into IVG Corp., a Delaware corporation. As a result of the merger, we were
reincorporated in Delaware and our name was changed to "IVG Corp." We are a
holding company that intends to acquire promising revenue-generating companies
and assist them by providing financial guidance, business model creation and
implementation, access to equity resources and technology. To date, our
portfolio companies consist of the following:
o Our division, GeeWhizUSA.com, a manufacturer and distributor
of proprietary novelty, gift and branded products that light
up.
o Swan Magnetics, Inc., developer of a proprietary ultra-high
capacity floppy disk drive technology and the owner of 46% of
the common stock of iTVr, Inc., which is developing next
generation digital video recording technology; and
o CyberCoupons.com, Inc., a development stage company that
intends to be a source for consumers to obtain coupons for
grocery, household and beauty products via the Internet.
We are also actively pursuing opportunities to expand our business into the
human resources outsourcing industry through the acquisition of professional
employer organizations. A professional employer organization typically provides
employee payroll, human resource and benefit services on an outsourced basis. On
October 24, 2001, we entered into a definitive agreement with Group Management
Services, Inc., an Ohio-based professional employer organization, in which we
agreed to purchase 90% of the stock of the company. Upon closing of this
transaction, Group Management Services, Inc. will become one of our portfolio
companies.
As used in this report, the words "we," "us," "our" and "the company" refer to
IVG Corp.; our subsidiaries, SES-Corp., Inc., Swan Magnetics, Inc. and
CyberCoupons.com, Inc.; and our division, GeeWhizUSA.com.
PORTFOLIO COMPANIES
GEEWHIZ. We acquired our division, GeeWhizUSA.com, in a two step transaction. In
the first step, which became effective as of December 31, 1999, 37 shareholders
of GeeWhiz acquired control of approximately 87% of our common stock pursuant to
a share exchange agreement in which we exchanged 23,905,374 shares of our common
stock for the 5,312,053 shares of GeeWhiz common stock held by the participating
shareholders. In July 2000, the second step of this acquisition was completed
with the merger of GeeWhiz into IVG, following which GeeWhiz became our
promotional products division. Neither party obtained a fairness opinion in
connection with these transactions. Shareholder approval was not required with
respect to the share exchange. A majority of the shareholders of both parties
approved the merger. The terms of the transactions were the result of arm's
length negotiations between the parties. Elorian Landers, who is now our Chief
Executive Officer and a director, was GeeWhiz's Chief Executive Officer and
principal stockholder at the time of these transactions. Thomas L. McCrimmon,
who is now one of our directors, was our President and principal stockholder at
the time of these transactions. GeeWhiz engaged in these transactions for the
principal purpose of becoming a publicly-traded company and acquiring the access
to capital and liquidity associated with being publicly traded. IVG, which was a
public shell company prior to these transactions, elected to be acquired by
GeeWhiz in order to become an operating e-commerce business.
1
GeeWhiz, which is based in Houston, Texas, manufactures and distributes
proprietary novelty, gift and branded products that light up. To date, GeeWhiz
has principally been engaged in the sale of its proprietary Starglas(R) line of
fiber optic illuminated drinking containers. GeeWhiz is rapidly expanding its
product line to include a wide variety of promotional, gift and souvenir items
which will be sold over its website and through traditional distribution
channels. GeeWhiz introduced LightArt(TM) in September 2000, which is a line of
illuminated gifts and merchandise primarily aimed at the promotional product
channel and secondarily at the retail gift channel. LightArt(TM) includes
illuminated keychains, awards and wearable products. GeeWhiz intends to expand
its product line from its proprietary Starglas(R) and LightArt(TM) lines of
fiber optic illuminated products to include other promotional, gift and souvenir
items for sale through both the GeeWhiz website and traditional reseller and
specialty distribution channels. Although GeeWhiz is currently a division of the
company, we plan to form a new, wholly-owned subsidiary to operate the GeeWhiz
business in 2001.
GeeWhiz operates a business e-commerce website designed to access and service
the promotional products, gifts and souvenir markets. Through this website,
GeeWhiz plans to bring together the customers, distributors, merchandisers,
concessionaires and resellers of this highly fragmented industry to meet and
transact business on-line via an electronic promotional products, gifts and
souvenir bazaar.
SWAN MAGNETICS. On September 28, 2000, we acquired approximately 88.5% of Swan
Magnetics, Inc., a Santa Clara, California-based developer of proprietary
ultra-high capacity floppy disk drive technology. As part of a two-step purchase
transaction, we first exchanged 20,000,000 shares of our common stock for
approximately 88.5% of the common stock of Swan Magnetics. We then offered to
exchange the common stock received by those stockholders for warrants to
purchase our common stock at an exercise price equal to $1.75. This permitted us
to reduce the number of shares we were issuing in the Swan acquisition.
Stockholders exchanged an aggregate of 9,091,793 shares of common stock for
warrants to purchase our common stock. The terms of the transaction, which were
approved by a majority of the outstanding shares of Swan Magnetics, were the
result of arm's length negotiations between the parties. A vote of our
shareholders was not required to effect this acquisition. Neither party obtained
a fairness opinion in connection with this transaction. Eden Kim was the
principal shareholder and President of Swan Magnetics at the time of the
transaction. During this time, Mr. Kim was also our Chairman and Secretary.
Elorian Landers, our Chief Executive Officer and director, and Thomas L.
McCrimmon, our director, were principal shareholders at the time of this
acquisition. We believe the Swan Magnetics shareholders engaged in these
transactions principally because of the economic terms, the additional liquidity
offered by becoming shareholders of a publicly-traded company, and the
opportunity to participate in a broader business. We approved these transactions
primarily because Swan Magnetics possessed $5.4 million in cash that could
assist us in financing our business strategy, and because we intended to market
Swan Magnetics' proprietary technology. We initially intended to pursue
strategic alliances with manufacturers of similar products and services in order
to bring the Swan Magnetics' technology to market. Subsequent to the closing of
our acquisition, however, we determined to pursue other revenue-producing
activities. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
2
In February 2001, Swan Magnetics entered into a research and development
agreement with iTVr, Inc., a company based in Santa Clara, California. iTVr is
developing next generation digital video recording technology intended to
record, play back and time shift certain broadband electronic transmission
events. iTVr has developed a high performance, low cost, multi-function personal
video recorder for a variety of applications, including time shift television
recording, digital imaging and manipulation, distance education, HDTV, karaoke,
videoconferencing, music videos, video e-mails and home gateway applications.
Pursuant to the agreement, Swan Magnetics has invested $750,000 in iTVr to date
and acquired 46% of iTVr's common stock. iTVr anticipates that its product will
be on the market in the fourth quarter of 2001.
We anticipate that our ownership of Swan Magnetics common stock will be reduced
in the near future. See "Certain Relationships and Related Transactions."
CYBERCOUPONS. On January 9, 2001, we executed a Reorganization Agreement and
Plan of Exchange pursuant to which we exchanged 2,372,625 shares of our common
stock for approximately 35% of the common stock of CyberCoupons, Inc., a
Houston, Texas-based company. CyberCoupons is a development stage company that
intends to be a source for consumers to obtain coupons for grocery, household
and beauty products via the Internet. The terms of the transaction were the
result of arm's length negotiations between the parties and were not required to
be approved by our shareholders. Neither party obtained a fairness opinion in
connection with this transaction. Rodney Hamp was the principal shareholder and
President of CyberCoupons at the time of the transaction, and continues to serve
in that capacity. Elorian Landers, our Chief Executive Officer and director,
Thomas L. McCrimmon, our director, and Eden Kim, our former Chairman and
Secretary, were principal shareholders at the time of this acquisition. We
believe the CyberCoupons shareholders engaged in the transaction principally
because of the economic terms, the additional liquidity offered by becoming
shareholders of a publicly-traded company, and the opportunity to participate in
a broader business. We approved these transactions primarily because of
CyberCoupons' business strategy to distribute coupons over the Internet.
CyberCoupons was formed to employ the infrastructure of the Internet to allow
manufacturers to offer coupons, consumers to retrieve the offers and merchants
to redeem the coupons virtually in real time. Much of the advertiser expense on
coupons consists of the printing, distribution and logistics associated with
coupon-based marketing activities. CyberCoupons believes that the
disintermediation of coupon distribution and redemption can result in a
significant savings to the billions of dollars spent by manufacturers and
merchants to print, distribute and redeem paper coupons for grocery, household,
beauty and other products. CyberCoupons intends to allow shoppers to select
specific grocery coupons from the manufacturer's website or a merchant's website
for use at retail outlets nationwide. CyberCoupons has tested its virtual coupon
delivery and redemption process with a regional grocery store for point-of-sale
redemption of electronically downloaded coupons. CyberCoupons intends to enter
into alliances with national manufacturers and merchants and test its process on
a large scale. CyberCoupons does not have any preliminary plans, proposals,
arrangements or understandings to enter into alliances with any national
manufacturers or merchants at this time.
Our investment in CyberCoupons was diluted immediately, in the sense that the
CyberCoupons shares acquired in exchange for our common stock have a book value
that was far less than the trading price of our common stock at January 9, 2001.
No assurance can be given that our investment in CyberCoupons will appreciate in
value, or that it will appreciate to a value comparable to the value of the
shares of our common stock that were delivered to the CyberCoupons stockholders.
3
PENDING ACQUISITION
GROUP MANAGEMENT SERVICES, INC. On October 24, 2001, we entered into a
definitive asset and stock purchase agreement to acquire 90% of Group Management
Services, Inc. ("GMS"), an Ohio-based professional employer organization. Upon
the closing of the asset and stock purchase agreement, GMS will become one of
our portfolio companies. The acquisition will be completed in a number of steps.
First, GMS Acquisition LLC, one of our wholly owned subsidiaries, will purchase
certain of GMS' assets (the "Asset Purchase"). Upon completion of the Asset
Purchase, GMS will distribute certain proceeds from the sales of such assets to
GMS' two shareholders (the "GMS Shareholders"). Next, the GMS Shareholders will
transfer 90% of the outstanding GMS common stock to us (the "Stock Purchase").
Lastly, GMS Acquisition LLC will contribute 100% of the assets received in the
Asset Purchase back to GMS. In consideration for our purchase of 90% of GMS, we
will issue to the GMS Shareholders three promissory notes in the amounts of (i)
$250,000, (ii) $1,963,000, and (iii) $2,039,023.63, for total consideration of
$4,252,023.63, as well as 10,000,000 shares of our common stock and an option to
purchase up to an additional 1,250,000 shares of our common stock. Our agreement
with GMS also provides that if, on the first anniversary of the closing of the
acquisition, the value of the 10,000,000 shares is less than $1,370,000, we will
issue an additional number of shares to the GMS Shareholders so that the value
of the shares received is at least $1,370,000.
GMS is headquartered in Valley View, Ohio and currently operates in 20 states.
Founded in 1992, GMS provides core human resource services such as health
benefits, payroll, and administrative services to 130 client employers and more
than 7,500 worksite employees. Based on GMS' audited financial statements for
2000, GMS had assets of $2,702,976 at December 31, 2000, revenues for the year
of $135,102,926, and net income for the year of $993,074. The closing of this
acquisition, which we hope will occur in November 2001, is conditioned upon,
among other things, the receipt of any necessary consents to the transaction by
third parties, and GMS continuing to maintain a credit facility of at least
$750,000.
BUSINESS STRATEGY
We plan to acquire companies that our management believes can become profitable
market leaders in their respective industry segment by virtue of a compelling
business model, technology and/or proprietary service. We intend to focus on
acquiring portfolio companies that are currently profitable or those with
business models that identify what management believes to be a potentially
profitable strategy. We plan to help these portfolio companies by providing
corporate and strategic development resources and financial support and by
leveraging the collective knowledge, experience, industry relationships and
other resources of our management, board of advisors, strategic corporate
partners and portfolio companies. We intend to build value in our portfolio
companies by leveraging their corporate assets through cross-marketing and
affinity marketing programs with our other portfolio companies.
We intend to devote significant resources to the development of our subsidiaries
and the acquisition of additional businesses. Additionally, we intend to
continue to evaluate new opportunities to further our investment in our other
portfolio companies and seek out opportunities to increase stockholder value.
For instance, we may consider selling selected investments or having separate
subsidiaries sell a minority interest to outsiders, either privately or by means
of a spin-off initial public offering of one or more of our portfolio companies.
We have decided to focus our acquisition activity on two industries - the human
resources outsourcing industry and the creative products industry. Based on our
experience, we believe that these industries are highly fragmented and represent
profitable business models that can be enhanced through consolidation.
4
THE HUMAN RESOURCES OUTSOURCING MARKET. We intend to focus on accumulating a
significant revenue base in the professional employer organization, or staff
leasing, industry. Professional employer organizations typically provide
employee payroll, human resource and benefit services on an outsourced basis.
Unlike temporary employment agencies, professional employer organizations carry
client companies' full-time employees on the professional employer organization
payroll and bill the client a surcharge each payroll period. Because
professional employer organizations provide employee-related services to a large
number of employees, they can achieve economies of scale as a professional
employer and perform employment-related functions at a level typically available
only to large corporations with substantial resources.
We believe we can apply our resources to increase the profit margins of
professional employer organizations by helping them transition from a
paper-centric human intensive operation to a paper-less, web-centric electronic
operation. We also hope to leverage the employee base of professional employer
organizations by creating cross marketing and affinity marketing programs
between the professional employer organizations and our other portfolio
companies and strategic partners. Furthermore, we intend to expand upon the
services presently provided by professional employer organizations by
introducing new services for the small and medium-sized businesses they serve.
For example, we intend to explore the provision of accounts payable, accounts
receivable and other back office services to clients of our professional
employer organizations.
THE CREATIVE PRODUCTS MARKET. We intend to acquire additional companies in the
creative products market. This market consists of a consumer element and a
business element. The consumer segment of the industry is comprised of companies
that produce consumer art and gift products, such as posters and prints,
calendars, greeting cards, stationary and gift items. The business segment of
the industry includes companies that market business promotional products, such
as our GeeWhizUSA.com division, which manufactures a variety of illuminated logo
merchandise.
EVALUATION OF POTENTIAL ACQUISITIONS
DEVELOPING A SUCCESSFUL BUSINESS MODEL. Any new company must develop a business
model that eventually makes money and provides a return on investment. Some
companies have focused on gaining market share or revenues without regard to
profitability. Until recently, some of these companies were able to sustain this
approach due, in large part, to the tremendous run-up in their stock prices as
investors flocked to scoop up the newest Internet public offering. This high
valuation provided these companies with an Internet currency that allowed them
to grow through the acquisition of other Internet companies or to raise working
capital by issuing new securities to the Internet-starved financial community.
5
However, our management does not believe that this approach equates to a
sustainable, successful business model. The recent decline in stock prices for
the technology sector also lends support to the view that focusing on market
share or revenues without regard to profit may not be successful over the long
term. Our mission is to find businesses that can obtain a leadership position
within their market segment and to help them capitalize on their position by
implementing a successful earnings business model.
FINDING THE BEST PEOPLE. The single most important resource for any new company
is the people that manage, operate and execute the business and strategy of the
company. Therefore, we will look for companies that are led by entrepreneurs
with the vision to guide a new business to its market space to satisfy its
market demand. To facilitate our success, we intend to augment management with
professionals who have expertise in the applicable market, the ability to manage
rapid growth and the flexibility to adapt to the changing marketplace. Such
people are highly sought after and are few in number. To be successful, each
venture must be able to attract and retain such people.
When evaluating a potential portfolio company, we consider whether we believe
the particular company can meet the foregoing challenges. Management also
evaluates a variety of other factors, including the following:
o MARKET SEGMENT. Is the company positioned in a market segment
that can experience extraordinary growth or leverage?
o MARKET POSITION. Is the company well positioned within the
segment compared to competitors? Is the company first in its
space? Does the company have some other market advantage?
o INDUSTRY LEADERSHIP. Does the company have the products,
services and skills necessary to become an industry leader in
the market segment?
o PROPRIETARY TECHNOLOGY. Does the company possess some
proprietary technology or other technical competitive edge?
o MANAGEMENT TEAM. Does the management team exhibit the traits
or potential necessary to recognize and quickly exploit a
market opportunity and focus the company to seize market
share?
o BUSINESS MODEL. Does the company have, or is it open to
adopting, a business model and strategy that will allow the
company to mature and eventually generate earnings per share
that result in a return on investment?
o NETWORK SYNERGY. Does the company contribute to, or will it
benefit from, relationships with our other portfolio
companies?
COMPETITION
COMPETITION IN THE PROFESSIONAL EMPLOYER ORGANIZATION INDUSTRY. Competition
within the professional employer organization industry generally focuses on the
quality and breadth of services, choice and quality of benefits packages,
reputation and price. We believe leading professional employer organizations
will be distinguished by reputation, national presence, regulatory expertise,
financial resources, risk management and information technology capabilities.
The professional employer organization industry is highly fragmented, and many
professional employer organizations have limited operations that serve fewer
than 1,000 worksite employees. We believe that companies we may acquire in the
industry will face competition from the traditional in-house provision of
employee-related services, regional and national professional employer
organizations and fee-for-service providers such as payroll processing firms and
human resource consultants. National competitors in the professional employer
organization industry include Administaff, Inc. and Staff Leasing, Inc. and the
professional employer organization divisions of large business services
companies such as Automatic Data Processing, Inc. and Paychex, Inc. As
professional employer organizations expand nationally, competition will likely
intensify in the industry.
6
COMPETITION IN THE PROMOTIONAL PRODUCTS INDUSTRY. Competition within the
promotional products industry is highly fragmented and competitive, and some of
our competitors have substantially greater financial and other resources than we
do. Our promotional products compete with the services of in-house advertising,
promotional products and purchasing departments and with designers and vendors
of single or multiple product lines. Our promotional products also compete for
advertising dollars with other media such as television, radio, newspapers,
magazines and billboards. Entry into the promotional products industry is not
difficult and new competitors are continually commencing operations.
The primary methods of competition are creativity in product design, quality and
style of products, prompt delivery, customer service, price and financial
strength. While some of our competitors may enjoy an advantage in one or more of
these areas, we are unique in the production of our illuminated drinking
containers and do not compete with others in the industry for customers who wish
to market their company, product or brand on drinking glasses that light up. In
the promotional products industry in general, major competitors include Cyrk,
Inc. and Ha-Lo, Industries, Inc.
INTELLECTUAL PROPERTY
Our success and ability to compete may be dependent on our ability to develop
and maintain the proprietary aspects of technology and operate without
infringing on the proprietary rights of others. We rely on a combination of
patent, trademark, trade secret and copyright law and contractual restrictions
to protect the proprietary aspects of our technology. We hold a license under US
Patent Numbers 5,211,699 and 5,575,553 on proprietary fiber optic illuminated
drinking containers, as well as registered trademarks on Starglas(R) (Reg. No.
2,216,216) and Fyrglas(R) (Reg. No. 1,995,482). In addition, Fyrglas(R) is also
a registered trademark in Canada. We also have a patent pending with the United
States Patent and Trademark Office (Application No. 09/842,701). We have no
reason to believe that this patent application will not be granted. These legal
protections afford only limited protection for our technology.
Despite efforts to protect our proprietary rights, unauthorized parties may
attempt to copy aspects of our products or obtain and use information regarded
as proprietary. Litigation may be necessary in the future to enforce our
intellectual property rights, protect our trade secrets, determine the validity
and scope of the proprietary rights of others or defend against claims of
infringement or invalidity. Any such litigation could result in substantial
costs and diversion of resources and could have a material adverse effect on our
business, results of operations and financial condition. There can be no
assurance that our means of protecting our proprietary rights will be adequate
or that competitors will not independently develop similar technology. Any
failure by us to meaningfully protect our property could have a material adverse
effect on our business, results of operations and financial condition.
To date, we have not been notified that our products or services infringe the
proprietary rights of third parties, but there can be no assurance that third
parties will not claim infringement with respect to our current or future
products and services. Any such claims, with or without merit, could be
time-consuming to defend, result in costly litigation, divert management's
attention and resources, cause product shipment delays or require us to enter
into royalty or licensing agreements. Such royalty or licensing agreements may
not be available on terms acceptable to us or at all. A successful claim of
product infringement against us and our failure or inability to license the
infringed technology or develop or license technology with comparable
functionality could have a material adverse effect on our business, results of
operations and financial condition.
7
EMPLOYEES
As of October 1, 2001, we had 9 employees, of which 8 were employed by IVG Corp.
(5 of which are devoted to our GeeWhiz division), and 1 was employed by Swan
Magnetics. CyberCoupons does not currently have any employees. We believe our
relationship with our employees is good. None of our employees are a party to a
collective bargaining agreement.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by (or on behalf of) us. You can sometimes
identify these statements by the use of forward-looking words such as "may,"
"will," "expect," "anticipate," "estimate," "continue" or other similar words,
although such words are not used in every sentence in which we present
anticipated future outcomes or occurrences. Except for historical information
contained in this report, the statements included in the Business section,
Management's Discussion and Analysis or Plan of Operations, including the risk
factors, and elsewhere in this report contain forward-looking statements that
are dependent upon a number of risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements. The
factors listed under "Risk Factors" in Item 6, as well as cautionary language in
this report, provide examples of risks, uncertainties and events that may cause
our actual results to differ materially from the expectations we describe in our
forward-looking statements. We do not intend to provide updated information
about the matters referred to in these forward-looking statements, other than in
the context of Management's Discussion and Analysis or Plan of Operations
contained in this report and other disclosures in the filings we make with the
Securities and Exchange Commission (the "SEC").
ITEM 2. DESCRIPTION OF PROPERTY.
Our principal executive offices are located in approximately 4,994 square feet
in Sugar Land, Texas. Our monthly rental payments for this space are $9,988. The
lease for this space expires on November 30, 2005. We also lease approximately
10,000 square feet of warehouse space in Houston, Texas. Our monthly rental
payments for this space are $6,515.20 through November 30, 2001, and $6,718.80
from December 1, 2001 through November 30, 2002. This lease expires on November
30, 2002.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of stockholders during the three
months ended December 31, 2000.
8
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET PRICE INFORMATION
Trading of our common stock commenced on the OTC Bulletin Board on July 13,
2000. Our common stock is traded on the OTC Bulletin Board under the symbol
"IVGG." The reported high and low bid prices for our common stock, as reported
by the OTC Bulletin Board, are shown below for the third quarter of 2000 through
the third quarter of 2001. These over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.
BID
----------------------------------------------------
LOW HIGH
----------------------- ------------------------
2000
----
Third Quarter $ 1.50 $ 7.00
Fourth Quarter $ 1.00 $ 2.31
BID
----------------------------------------------------
LOW HIGH
----------------------- ------------------------
2001
----
First Quarter $ 1.06 $ 2.00
Second Quarter $ 1.02 $ 1.69
Third Quarter $ 0.08 $ 1.03
As of October 3, 2001, there were approximately 660 holders of record of our
common stock.
9
DIVIDENDS
We have not paid any cash dividends to date and have no intention to pay any
cash dividends on our common stock in the foreseeable future. The declaration
and payment of dividends on our common stock is subject to the discretion of our
board of directors and to certain limitations imposed under the General
Corporation Law of the State of Delaware. The timing, amount and form of
dividends, if any, will depend on our results of operations, financial
condition, cash requirements and other factors deemed relevant by our board of
directors.
RECENT SALES OF UNREGISTERED SECURITIES
On December 31, 1999, we exchanged 23,905,374 shares of our common stock for
5,312,053 shares (approximately 87%) of GeeWhiz.com, Inc., pursuant to a share
exchange agreement with 37 of GeeWhiz.com's shareholders. No more than 35 of the
GeeWhiz shareholders were not "accredited investors" within the meaning of Rule
501(a) of Regulation D under the Securities Act. The securities, which were
taken for investment and were subject to appropriate transfer restrictions, were
issued without registration under the Securities Act in reliance upon the
exemption provided in Section 4(2) of the Securities Act and Rule 506 of
Regulation D.
On March 30, 2000, we sold to one investor 6,250 shares of our common stock, at
a price of $2.00 per share, for gross proceeds of $12,500. The investor
qualified as an "accredited investor" within the meaning of Rule 501(a) of
Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.
On April 2, 2000, we sold to one investor a total of 2,500 shares of our common
stock, at a price of $1.90 per share, for gross proceeds of $4,750. The investor
qualified as a "accredited investor" within the meaning of Rule 501(a) of
Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.
On April 5, 2000, we sold to two investors a total of 12,500 shares of our
common stock, at a price of $2.00 per share, for gross proceeds of $25,000. The
investors qualified as "accredited investors" within the meaning of Rule 501(a)
of Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.
On June 5, 2000, we sold to one investor 50,000 shares of our common stock, at a
price of $2.00 per share, for gross proceeds of $100,000. The investor qualified
as an "accredited investor" within the meaning of Rule 501(a) of Regulation D
under the Securities Act. The securities, which were taken for investment and
were subject to appropriate transfer restrictions, were issued without
registration under the Securities Act in reliance upon the exemption provided in
Section 4(2) of the Securities Act and Rule 506 of Regulation D.
On June 12, 2000, we sold to three investors a total of 125,000 shares of our
common stock, at a price of $2.00 per share, for gross proceeds of $250,000. The
investors qualified as "accredited investors" within the meaning of Rule 501(a)
of Regulation D under the Securities Act. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D.
On July 7, 2000, we merged with GeeWhiz.com, Inc. and issued 2,939,526 shares of
our common stock to minority shareholders of GeeWhiz. The securities, which were
taken for investment and were subject to appropriate transfer restrictions, were
issued without registration under the Securities Act in reliance upon the
exemption provided in Section 4(2) of the Securities Act.
On September 28, 2000, we exchanged 20 million shares of our common stock for
approximately 88.5% of Swan Magnetics, Inc., pursuant to a share exchange
agreement with 84 shareholders of Swan. No more than 35 of the Swan shareholders
were not "accredited investors" within the meaning of Rule 501(a) of Regulation
D under the Securities Act. This share exchange was followed by an offer made to
the accredited investors who participated in the original exchange to exchange
the shares received in the share exchange for warrants to purchase our common
stock at an exercise price of $1.75 per share. The shareholders exchanged an
aggregate 9,091,793 shares of common stock for warrants to purchase our common
stock. The securities, which were taken for investment and were subject to
appropriate transfer restrictions, were issued without registration under the
Securities Act in reliance upon the exemption provided in Section 4(2) of the
Securities Act and Rule 506 of Regulation D.
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On October 2, 2000, we issued to two persons 20,000 shares of our common stock
as repayment for loans provided to the company by such persons. We valued the
shares at $1.00 per share. The two persons qualified as "accredited investors"
within the meaning of Rule 501(a) of Regulation D under the Securities Act. The
securities, which were taken for investment and were subject to appropriate
transfer restrictions, were issued without registration under the Securities Act
in reliance upon the exemption provided in Section 4(2) of the Securities Act
and Rule 506 of Regulation D.
On December 15, 2000, we issued to three persons 139,500 shares of our common
stock as repayment for loans provided to the company by such persons. We valued
the shares at $1.00 per share. The three persons qualified as "accredited
investors" within the meaning of Rule 501(a) of Regulation D under the
Securities Act. The securities, which were taken for investment and were subject
to appropriate transfer restrictions, were issued without registration under the
Securities Act in reliance upon the exemption provided in Section 4(2) of the
Securities Act and Rule 506 of Regulation D.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
OVERVIEW
We were incorporated in Florida in 1987 under the name Sci Tech Ventures, Inc.,
and changed our name to Strategic Ventures, Inc. in May 1991 and Internet
Venture Group, Inc. in October 1999. Effective December 31, 1999, control of
Internet Venture Group, Inc. was acquired by shareholders of GeeWhiz.com, Inc.,
a Texas corporation. Because this acquisition was treated as a reverse
acquisition (a recapitalization of GeeWhiz.com) for accounting purposes, our
financial statements for periods prior to December 31, 1999 are those of
GeeWhiz.com. The former business of GeeWhiz.com has been continued by our
GeeWhizUSA.com division, which manufactures and distributes proprietary novelty,
gift and branded products, including fiber optic illuminated drinking
containers.
We have expanded our business into other areas during 2000 and 2001 through a
series of acquisitions. In September 2000, we acquired 88.5% of the common stock
of Swan Magnetics, Inc., developer of a proprietary ultra-high capacity floppy
disk drive technology. During 2001, Swan Magnetics acquired 46% of the common
stock of iTVr, Inc., which is developing next generation digital video recording
technology. In January 2001, we acquired 35% of the common stock of
CyberCoupons, Inc., a development stage company that intends to be a source for
consumers to obtain coupons for grocery, health and beauty products over the
Internet.
In April 2001, we acquired SES-Corp., Inc., a professional employer organization
pursuant to an Amended and Restated Asset Purchase Agreement and Agreement and
Plan of Merger (the "Merger Agreement"). In the merger SES became a wholly-owned
subsidiary of ours. The shares of SES common stock outstanding immediately prior
to the effective time of the merger were converted into the right to receive
11,819,262 shares of our common stock. Ten million shares of our common stock
were to be placed in an escrow account (the "Escrow Shares") to secure certain
indemnification obligations set forth in the Merger Agreement.
Subsequent to our acquisition of SES, we became aware that SES was the subject
of an investigation by the Internal Revenue Service relating to its actions
prior to our acquisition of the company. SES also had some of its bank accounts
frozen by a bank that claimed the accounts were overdrawn by over $30 million,
and subsequently filed for bankruptcy protection. In light of these
developments, we entered into an agreement with the two former shareholders of
SES in August 2001 in which we disposed of SES by exchanging all of the issued
and outstanding shares of SES for the Escrow Shares. Pursuant to the terms of
the Agreement, these shareholders each retained 909,631 shares of our common
stock issued to them under the Merger Agreement.
The cost of our acquisition and subsequent disposition of SES was approximately
$522,000. Additionally, we recorded stock based compensation expense of
approximately $2,300,000, related to the approximately 1,800,000 shares of stock
currently held by the former shareholders of SES. While no claims against us are
pending or threatened related to our former ownership of SES, in the future we
could incur additional expenses related to such claims.
11
Our financial condition and results of operations for 1999 are based solely upon
the business activities of GeeWhiz.com. Our financial condition and results of
operations for 2000 and 2001 are based upon the business activities of our
GeeWhiz division and our Swan Magnetics, Inc. subsidiary. During these periods,
we also incurred expenses relating to our corporate overhead, our investment in
CyberCoupons, and Swan Magnetics' investment in iTVr. All of our revenues to
date have been derived from product sales by our GeeWhiz division.
At June 30, 2001, we had current assets of approximately $3,270,000 and total
assets of approximately $3,820,000. Current liabilities at June 30, 2001 were
approximately $6,356,000. Our stockholders' deficit at June 30, 2001 was
approximately $173,000.
RESULTS OF OPERATIONS
COMPARISON OF THE YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
Revenues decreased to approximately $396,000 for 2000, compared to approximately
$402,000 for 1999. Cost of goods sold during 2000 increased to approximately
$299,000, from $181,000 during 1999. This increase was primarily the result of
higher prices for materials and higher direct costs associated with
manufacturing by our GeeWhiz division.
Other expenses, consisting principally of general and administrative expenses of
$5,444,000 and an $18,040,000 expense for the value of the shares issued in our
acquisition of Swan Magnetics, Inc., increased to approximately $23,570,000 in
2000, from approximately $575,000 in 1999. The increase was principally due to
the above $18.04 million non-cash expense and increased general and
administrative expenses associated with acquisition activity. During 2000,
non-cash stock compensation expense was $3,078,093. This expense represents
approximately 2,414,000 shares issued to non-employees for consulting, printing
and professional services rendered to us. Expense was determined using the fair
value of stock issued at the time services were rendered or the fair value of
the services if no market existed at the time services were rendered.
GeeWhiz accounted for $801,000 in expenses for 2000, while Swan Magnetics
accounted for $143,000. The balance of $4,500,000 in other expenses was
accounted for by IVG Corp. The $4,500,000 in expenses were cash and non-cash
compensation and corporate expenses, including marketing of $174,000, rent of
$85,000 and salaries of $273,000.
In September 2000, we acquired 88.5% of the outstanding common stock of Swan
Magnetics, Inc., which had approximately $5.4 million of cash and certain
in-process technology. Upon consummation of the Swan Magnetics acquisition, we
expensed approximately $18,040,000 representing purchased in-process technology.
The in-process technology consisted of a proprietary floppy disk drive
technology that had reached prototype form. Our initial intent was to take this
technology to market via strategic alliances with other companies providing
parallel products and services to customers. It was determined post-acquisition
that we would be better served to pursue other revenue-producing activities. As
a result, the technology has not yet been taken to market and there are no plans
to do so in the near term. No additional expense or revenue is expected in
connection with this technology in the near term. Should we decide to market
this technology in the future, we believe the cost of doing so would be minimal.
Our net loss for 2000 was approximately $21,146,000, compared to a net loss of
approximately $292,000 during 1999. The loss in 2000 is primarily due to the
write-off of in-process technology acquired in our acquisition of Swan and
increased general and administrative expenses due to acquisition activity.
12
COMPARISON OF THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998
Revenues increased to approximately $402,000 for 1999, compared to approximately
$328,000 for 1998. The increase was attributable principally to increased
product sales.
Costs of goods sold during 1999 increased to $181,000, from $133,000 during
1998. This increase was primarily the result of the larger number of drinking
glasses produced and distributed in 1999.
Other expenses, consisting of selling, general and administrative expenses, and
sales and marketing expenses, decreased to $575,000 in 1999, from $585,000 in
1998. The decrease was principally due to decreased sales and marketing expenses
in 1999.
Our net loss for 1999 was approximately $292,000, compared to a net loss of
$389,000 during 1998.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was approximately $1,092,000 in 2000 and
$255,000 in 1999. Our acquisition of Swan Magnetics in September 2000 generated
cash of approximately $5,400,000, of which $1,500,000 was restricted for payment
of a promissory note to a vendor. We had approximately $2,887,000 in cash at
December 31, 2000, excluding restricted cash. Prior to obtaining funding from
Swan Magnetics and subsequently acquiring Swan Magnetics in September 2000, we
financed our losses from operations in 2000 and 1999 principally through the
issuance of our common stock in private transactions and borrowings from our
management and stockholders.
In addition, in both 2001 and 2000, we obtained services or paid expenses
through the issuance of common stock.
Our loan from SES-Corp., Inc. in the principal amount of $1 million was due in
September 2001. Our $1.1 million convertible notes are due on January 1, 2003,
and our note from Swan Magnetics in the principal amount of approximately $2.8
million is due on August 1, 2003. We need to raise additional capital in order
to satisfy these obligations. See "Certain Relationships and Related
Transactions" and "Financing Agreements" for descriptions of the convertible
notes and Swan Magnetics note.
Management has taken steps to revise our operating and financial requirements to
accommodate our available cash flow, including substantial reductions in
management salaries. As a result of these efforts, management believes funds on
hand and cash flow from operations will enable us to meet our liquidity needs
for at least the next two months. We need to raise additional cash, however, in
order to satisfy our proposed business plan and expand our operations.
Management is presently investigating potential financing transactions and
acquisitions that management believes can provide additional cash for our
operations and be profitable in both the short and long-term. Management also
intends to attempt to raise funds through private sales of our common stock.
Although management believes that these efforts will enable us to meet our
liquidity needs in the future, there can be no assurance that these efforts will
be successful.
GOING CONCERN CONSIDERATION
We have continued losses from operations, negative cash flow and liquidity
problems. These conditions raise substantial doubt about our ability to continue
as a going concern. The accompanying financial statements do not include any
adjustments relating to the recoverability of reported assets or liabilities
should we be unable to continue as a going concern.
We have been able to continue based upon loans from institutional investors and
our subsidiaries, and the financial support of certain of our stockholders.
Management believes that actions presently being taken to revise our operating
and financial requirements provide the opportunity for us to continue as a going
concern. Management is presently investigating potential financing transactions
and acquisitions that management believes can provide additional cash for the
our operations and be profitable in both the short and long-term. Management
also intends to attempt to raise funds through private sales of our common
stock. Although management believes that these efforts will enable us to meet
our liquidity needs in the future, there can be no assurance that these efforts
will be successful.
13
SUBSEQUENT EVENTS -- FINANCING
On February 2, 2001, we entered into a subscription agreement with each of Alpha
Capital Aktiengesellschaft, AMRO International, S.A., Markham Holdings Ltd. and
Stonestreet Limited Partnership (the "investors") pursuant to which the
investors provided an aggregate of $1,100,000 in financing to us. A convertible
note convertible into shares of our common stock evidenced each investor's
investment. In consideration for this investment, we also issued the investors
warrants to purchase an aggregate of 275,000 shares of our common stock at an
exercise price of $1.647 per share. The notes and warrants were issued February
2, 2001.
Union Atlantic Capital, L.C. served as our financial advisor and private
placement agent for the financing. In consideration for these services, Union
Atlantic received a fee of $99,000 plus a warrant to purchase 50,000 shares of
our common stock at an exercise price of $1.647 per share.
SUBSEQUENT EVENT - PENDING ACQUISITION
On October 24, 2001, we entered into a definitive asset and stock purchase
agreement to acquire 90% of Group Management Services, Inc., an Ohio-based
professional employer organization. See "Description of Business - Pending
Acquisition."
RISK FACTORS
RISKS ASSOCIATED WITH OUR BUSINESS
IF WE ARE UNABLE TO IDENTIFY AND PURCHASE INTERESTS IN COMPANIES THAT FIT WITHIN
OUR BUSINESS PLAN, OUR BUSINESS STRATEGY WILL NOT BE SUCCESSFUL. Our success
depends upon the ability of our managers to identify and close the acquisition
of equity interests in companies that compliment our overall strategy and
business plan. No assurances can be given that we will be able to identify
complimentary companies that are interested in completing transactions with us.
Even if such prospects are successfully identified, any number of factors could
preclude us from successfully completing the transactions, including the failure
to agree on terms, incompatibility of management teams, competitive bids from
other companies, lack of capital to complete the transactions or unwillingness
on the part of the prospects. If we cannot acquire substantial equity interests
in attractive companies that fit within our business strategy, we may not be
successful.
WE FACE SUBSTANTIAL COMPETITION AND, IN MANY CASES, BETTER-FINANCED COMPETITORS,
WHICH MAY RESULT IN OUR INABILITY TO CLOSE ACQUISITIONS. The business of
developing, acquiring and capitalizing companies is highly competitive. Our
competitors include existing holding companies that have a longer operating
history, existing portfolios of professional employer organizations,
substantially greater financial resources and an established market for their
publicly traded securities. We also face competition from venture capital
companies, investment banks, Internet holding companies and large capitalization
industrial companies with active investment and venture capital divisions. There
is no assurance that we will be successful in finding suitable portfolio
companies or that such companies will want to be acquired by us. If we cannot
acquire suitable portfolio companies, we will not be able to implement our
business plan.
BECAUSE WE HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR FURTHER LOSSES, WE MAY
BE UNABLE TO CONTINUE AS A GOING CONCERN. Historically, we have incurred losses
from operations, and accumulated a deficit of $36,075,555 through June 30, 2001.
Our stockholders' deficit at June 30, 2001 was ($173,056). We incurred losses of
$291,831 and $21,146,313 for the years ended December 31, 1999 and 2000,
respectively. Our independent accountants have included an explanatory paragraph
in their report on our financial statements stating that our financial
statements have been prepared assuming that we will continue as a going concern,
but a substantial doubt exists as to our ability to do so because of these
recurring losses from operations and our net capital deficiency.
14
WE MAY INCUR SIGNIFICANT COSTS TO AVOID INVESTMENT COMPANY STATUS AND WILL BE
REQUIRED TO CHANGE THE WAY WE OPERATE IF WE ARE DEEMED TO BE AN INVESTMENT
COMPANY AT SOME POINT IN THE FUTURE. We may incur significant costs to avoid
investment company status and may suffer other adverse consequences if we are
deemed to be an investment company under the Investment Company Act of 1940 (the
"1940 Act"). Some of our equity investments in other businesses may constitute
investment securities under the 1940 Act. A company may be deemed to be an
investment company if it owns investment securities with a value exceeding 40%
of its total assets, subject to certain exclusions. Investment companies are
subject to registration under, and compliance with, the 1940 Act unless a
particular exclusion or SEC safe harbor applies. If we were to be deemed an
investment company, we would become subject to the requirements of the 1940 Act.
As a consequence, we would be prohibited from engaging in business or issuing
our securities as we have in the past. We might also be subject to civil and
criminal penalties for noncompliance. In addition, certain of our contracts
might be voidable, and a court-appointed receiver could take control of us and
liquidate our business.
Although management anticipates that our investment securities will comprise
less than 40% of our total assets, fluctuations in the value of these securities
or of our other assets may cause this limit to be exceeded. Unless an exclusion
or safe harbor was available to us, we would have to attempt to reduce our
investment securities as a percentage of our total assets. This reduction can be
attempted in a number of ways, including the disposition of investment
securities and the acquisition of non-investment security assets. If we were
required to sell investment securities, we may have to sell some sooner than we
otherwise would. These sales may be at depressed prices and we may never realize
the anticipated benefits from, or may incur losses on, these investments. We may
not be able to sell some investments due to contractual or legal restrictions or
the inability to locate a suitable buyer. Moreover, we may incur tax liabilities
when we sell assets. We may also be unable to purchase additional investment
securities that may be important to our operating strategy. If we are required
or decide to acquire non-investment security assets, we may not be able to
identify and acquire suitable assets and businesses.
OUR WORKING CAPITAL REQUIREMENTS MAY CAUSE US TO SEEK ADDITIONAL FINANCING IN
THE NEAR-TERM, AND, IF SUCH FINANCING IS UNAVAILABLE, WE MAY NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN. Our working capital requirements and the cash flow
provided by future operating activities, if any, will vary greatly from quarter
to quarter, depending on the volume of business during the period and payment
terms with our customers. There can be no assurance that adequate levels of
additional financing, whether through additional equity financing, debt
financing or other sources, will be available, or will be available when needed
or on terms favorable to us. Additional financings could result in significant
dilution to our existing stockholders or the issuance of securities with rights
superior to our current outstanding securities. If adequate capital is not
available or is not available on acceptable terms, we may be unable to fully
implement our business plan, develop or enhance our services, take advantage of
future opportunities or respond to competitive pressures on a timely basis, if
at all. If we are unable to obtain additional financing as needed, we may be
required to reduce the scope of our operations or our anticipated expansion.
OUR STRATEGY OF EXPANDING OUR BUSINESS THROUGH ACQUISITIONS OF OTHER BUSINESSES
AND TECHNOLOGIES PRESENTS SPECIAL RISKS. We intend to continue to expand through
the acquisition of businesses, technologies, products and services from other
companies. Acquisitions involve a number of special problems, which we may not
be capable of handling. Those problems include, but are not limited to, the
following:
o difficulty integrating acquired technologies, operations and
personnel with our existing business;
o diversion of management's attention in connection with both
negotiating the acquisitions and integrating the businesses
and assets;
15
o potential issuance of securities in connection with the
acquisition, which securities dilute the current holders of
our outstanding securities;
o strain on managerial and operational resources as management
tries to oversee larger operations;
o exposure of unforeseen liabilities of acquired companies; and
o the requirement to record additional future operating costs
for the amortization of goodwill and other intangible assets,
which amounts could be significant.
RISKS ASSOCIATED WITH INVESTING IN OUR SECURITIES
OUR STOCKHOLDERS WILL EXPERIENCE DILUTION IF HOLDERS OF CONVERTIBLE SECURITIES
WE ISSUED CONVERT SUCH SECURITIES INTO SHARES OF OUR COMMON STOCK. On February
2, 2001, certain investors purchased an aggregate of $1.1 million of our 6%
Convertible Notes due 2003. The notes are convertible into shares of our common
stock at a conversion price equal to the lower of (1) $1.5825 and (2) 85% of the
average of the three lowest closing bid prices for our common stock on the
principal market on which it is trading for the 22 trading days prior to but not
including the date of conversion of the note. As of October 8, 2001, and at an
assumed conversion price of $0.05695 per share, the notes would have been
convertible into 19,315,189 shares of our common stock. The number of shares
issuable on conversion of the notes could prove to be significantly higher in
the event of a decrease in the closing bid price of our common stock. We would
be required to issue additional shares of common stock to the investors if our
closing bid price does not equal or exceed $2.374 for 10 consecutive trading
days during the 180 days after the effective date of this registration
statement. The number of shares we would have to issue would be at least 139,021
but could be significantly higher if our five-day average closing bid price at
the end of such period is significantly less than $1.5825 per share. Our
stockholders could experience significant dilution if we are required to issue a
large number of additional shares to the investors under these arrangements.
See "Subsequent Events -- Financing."
OUR COMMITMENT TO ISSUE ADDITIONAL SHARES OF COMMON STOCK IN THE FUTURE MAY
CAUSE OUR STOCK PRICE TO FALL. We have reserved a significant number of shares
of our common stock for future issuance as described in the preceding risk
factor. The issuance of the shares of common stock which have been reserved for
future issuance may cause then prevailing market price of our common stock to
fall.
IF OUR INVESTORS ELECT TO WAIVE THE CURRENT CAP ON THEIR ABILITY TO CONVERT,
THEIR CONVERSION OF CERTAIN CONVERTIBLE NOTES COULD RESULT IN A CHANGE OF
CONTROL. On February 2, 2001, four investors purchased an aggregate of $1.1
million of our convertible notes. Pursuant to our agreement with these
investors, each investor agreed that its respective portion of the notes would
not be converted into more than 9.9% of our outstanding common stock at the time
of such conversion. However, our agreement with the investors also provides that
each investor may waive this 9.9% conversion limitation at any time on 75 days
notice to us. In the event the investors waive this limitation, the conversion
of the convertible notes into shares of our common stock could result in a
change of control. In the event a change of control occurs, the investors would
have the power to make decisions concerning our business and operations,
including the ability to replace our management.
WE ARE CURRENTLY IN DEFAULT ON NOTES TO SES-CORP., INC. WE NEED TO RAISE
ADDITIONAL CAPITAL IN ORDER TO SATISFY THIS PREEXISTING OBLIGATION. At October
10, 2001, we were in default on the payment of a note to SES-Corp., Inc. in the
amount of $1 million, which bears interest at eight percent per year. In order
to satisfy our obligations under this note, we will need to raise additional
capital. While we hope to raise additional capital in the near future, we cannot
guarantee that we will be able to do so on acceptable terms, if at all.
16
OUR DIRECTORS AND EXECUTIVE OFFICERS BENEFICIALLY OWN A SIGNIFICANT AMOUNT OF
OUR CURRENTLY OUTSTANDING COMMON STOCK, WHICH MEANS THEY CAN EXERCISE
SIGNIFICANT INFLUENCE OVER STOCKHOLDER ACTIONS. Our directors and executive
officers currently beneficially own an aggregate of 13,287,721 shares of our
common stock, including options to purchase shares exercisable within 60 days of
October 10, 2001. This represents approximately 24.5% of our currently
outstanding common stock, taking into account the exercise of the above
mentioned stock options. We may grant additional stock options or stock to our
directors and executive officers in the future which could increase this
concentration of ownership further. As a result, the directors and executive
officers, acting together in concert, could exercise a significant influence
over all matters requiring stockholder approval, including the ability to elect
members of our board of directors, including themselves, and to approve or
prevent us from taking significant corporate actions requiring director and/or
stockholder approval. If these directors and executive officers collectively
withheld their consent and approval, they could (1) have a significant impact on
actions that might effect a change in control of the company, such as a merger
or consolidation involving the company; or (2) discourage a potential acquiror
from making a tender offer or otherwise attempting to obtain control of the
company.
ADDITIONAL SALES PRACTICES IMPOSED UPON BROKER-DEALERS THAT SELL LOW-PRICED
SECURITIES COULD LESSEN THE MARKET FOR OUR SECURITIES. The SEC has adopted
regulations concerning low-priced securities or "penny stocks." The regulations
define a penny stock to be any equity security that has a market price (as
defined) of less than $5.00 per share, subject to certain exceptions. For
transactions covered by these regulations, a broker-dealer intending to sell to
persons other than established customers or accredited investors must make a
special suitability determination for the purchaser and must have received the
purchaser's written consent to the transaction prior to the sale. These
additional burdens may discourage broker-dealers from effecting transactions in
our securities and could limit market liquidity in our common stock and a
stockholder's ability to sell in the secondary market. In addition, it is
unlikely that any bank or financial institution will accept penny stock as
collateral.
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ITEM 7. FINANCIAL STATEMENTS.
Our audited Consolidated Financial Statements as of and for the years ended
December 31, 1999 and 2000 are included on pages F-1 through F-20 of this
report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The name, age and position of our executive officers and directors are as
follows:
NAME AGE POSITION
---- --- --------
Elorian Landers 53 Chief Executive Officer and Director
Thomas McCrimmon 58 Director
Clay Border 36 Chief Development Officer, Secretary and
Director
Our directors serve until the next annual meeting of our shareholders and until
their respective successors are elected and qualified. Our officers serve at the
pleasure of our board of directors.
ELORIAN LANDERS has served as our Chief Executive Officer and as a director of
the company since December 1999. He has also served as a consultant to and
director of GeeWhiz since February 1996, and as the President of GeeWhiz since
October 1998. Mr. Landers holds a B.A. in Advertising from Art Center College in
Pasadena, California. He also attended Texas A&M University, where he studied
architecture.
THOMAS MCCRIMMON has served as a director of the company since 1987. Mr.
McCrimmon was involved in merger and acquisition work, SEC and management
consulting to private and public companies from 1976 through 1983 as the founder
and owner of Bay Business Consultants, a business brokerage and consulting firm.
Mr. McCrimmon has been the President and founder of Florida Hi-Tech Capital,
Inc., Tampa, Florida, a privately held financial management consulting firm
since 1984. From 1988 to 1990, Mr. McCrimmon was president of Paragon
Acquisitions Group, Inc., a public company which acquired Sun Up Foods, Inc.,
Benton, Kentucky, a processor of citrus juice concentrate for resale to dairies
nationwide. Mr. McCrimmon was President of Baystar Capital, Inc., a public shell
company which merged with American Clinical Laboratories, Tampa, Florida, from
1988 to 1991. Mr. McCrimmon also serves as the President and a director of
Global Assets & Services, Inc., a public shell company.
CLAY BORDER has served as our Chief Development Officer and Secretary since July
2001. He became one of our directors on October 3, 2001. From October 1999 until
joining IVG, Mr. Border was Vice President of Business Development for EC
Outlook, a developer of business to business software. From 1993 until early
2000, Mr. Border was employed by UBS Paine Webber, where he served as a First
Vice President. While at Paine Webber, Mr. Border served as an investment
advisor to corporations and high net worth individuals. Mr. Border received his
Bachelors of Business Administration from the University of Texas at Austin in
1989.
18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As of December 31, 2000, the company was not subject to Section 16(a) of the
Securities Exchange Act of 1934, as amended.
ITEM 10. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth the summary of compensation paid to our named
executive officers in fiscal years 1998 through 2000. The "named executive
officers" are our chief executive officer, regardless of compensation, and our
only other executive officer who was serving as an executive officer at December
31, 2000 and whose annual salary and bonus exceeded $100,000.
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------------- -------------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) OPTIONS (#)
----------------------------------------------------- ------------ ------------------- -------------------
Elorian Landers, Chief Executive Officer and
Director 2000 $220,000 750,000
1999 $210,000 -0-
1998 N/A N/A
Eden Kim, Chairman of the Board and Secretary(1) 2000 $200,000 375,000
1999 $200,000 -0-
1998 N/A N/A
----------------
(1) Mr. Kim resigned from these positions in July 2001.
EMPLOYMENT AGREEMENTS
On October 8, 2001, we entered into employment agreements with Elorian Landers,
our Chief Executive Officer, and Clay Border, our Chief Development Officer. Mr.
Lander's employment agreement provides for an annual base salary of $250,000 and
Mr. Border's employment agreement provides for an annual base salary of
$150,000. Each of the agreements also grants each of the employees a stock
option giving them each the right to purchase up to 3 million shares of our
common stock at an exercise price of $.028 per share. The stock options expire
on October 8, 2006. The option exercise price was 70% of the closing price of
the common stock on the grant date, and was determined by the Board to be equal
to fair market value because the common stock underlying the option is subject
to transfer restrictions under applicable securities laws. One half of the stock
options vested on the date of grant and the remaining 1,500,000 shares will vest
over one year at a rate of 375,000 shares per quarter. The employment agreements
also provide for reimbursement of certain expenses of each of the employees,
including a car allowance of $800 per month, payment of cellular phone service
and a health club membership.
In addition, pursuant to their respective agreements, Mr. Landers and Mr. Border
may be terminated by us at any time for "cause," as defined in the agreement. In
the event Mr. Landers or Mr. Border is terminated "without cause" or leaves his
employment with us for "good reason," each as defined in the agreement, then
upon termination he will receive a severance payment equal to his salary for the
remainder of his term of employment. If Mr. Landers or Mr. Border is terminated
without cause or with good reason within one year of a "change of control," as
defined in the agreement, then upon such termination he will receive a severance
package equal to two times the sum of his salary at the time of his termination
plus any annual bonus he would have received for such period.
19
2000 OMNIBUS SECURITIES PLAN
Our board of directors adopted our 2000 Omnibus Securities Plan in October 2000.
Under the plan, our employees, directors and consultants may be awarded options
to purchase our common stock. We may also make awards of restricted common stock
and grant stock appreciation rights under the plan. The maximum number of shares
of common stock reserved and available for issuance under the plan is
10,000,000, subject to certain adjustments. We believe that the award of
options, restricted stock and stock appreciation rights will provide incentive
to key personnel as well as offer an attractive benefit for the new managers
that we must recruit. To date, 2,062,200 shares of our common stock have been
issued under the plan. The plan will be presented to stockholders for approval
at our next annual meeting of stockholders. Awards that are made under the plan
prior to it being approved by our stockholders are subject to such stockholder
approval.
OPTION GRANTS
The following table sets forth certain information concerning individual grants
of stock options made during the last completed fiscal year to each of the named
executive officers.
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED TO
UNDERLYING EMPLOYEES IN
NAME OPTIONS GRANTED FISCAL YEAR EXERCISE PRICE EXPIRATION DATE
---------------------------- ---------------- -------------------- ------------------- -------------------
Elorian Landers 750,000 30% $0.25 (1)
Eden Kim 1,500,000 60% $0.25 (1)
----------------
(1) Twenty-five percent of the options vested February 5, 2000 and 25% vest at
the end of each six-month period thereafter, with each vested portion
expiring three years after the date of vesting.
OPTION EXERCISES AND OPTION VALUES
The following table sets forth certain information concerning the exercise of
options during the last completed fiscal year by each of the named executive
officers and the fiscal year-end value of such named executive officers'
unexercised options on an aggregated basis.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END
SHARES (#) ($)(1)
ACQUIRED ON VALUE -------------------------- -----------------------
EXERCISE REALIZED UNEXERCISABLE/ UNEXERCISABLE/
NAME (#) ($) EXERCISABLE EXERCISEABLE
----------------------- --------------- -------------- -------------------------- -----------------------
Elorian Landers N/A N/A 375,000/375,000 $410,175/$410,175
Eden Kim N/A N/A 750,000/750,000 $820,350/$820,350
----------------
(1) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options.
20
COMPENSATION OF DIRECTORS
Other than being reimbursed for the expenses incurred in attending meetings of
the board of directors, members of our board of directors do not receive cash
compensation for their services as a director. On July 14, 2000, we granted each
of our outside directors an option to purchase 300,000 shares of our common
stock at an exercise price of $0.75 per share. On the date of grant, 25,000
shares vested; the remaining shares vest at the rate of 25,000 shares per
quarter over three years. Each vested portion of options expires three years
after the date of vesting. An outside director will forfeit any unvested options
upon his ceasing to serve as a director. As of October 10, 2001, 325,000 shares
were vested under these options and 400,000 were forfeited because two of the
outside directors granted options ceased to serve as directors of the Company.
Thomas McCrimmon, one of our outside directors, receives a car allowance of $750
per month. Mr. McCrimmon is also covered under our healthcare plan at a level
identical to our executive officers. On February 5, 2000, we granted Mr.
McCrimmon an option to purchase 1,500,000 shares of our common stock at an
exercise price of $0.25 per share. Twenty-five percent of the option vested on
the date of grant, and 25% vests each six months thereafter. The option expires
on August 5, 2004. We also paid Mr. McCrimmon $40,000 for consulting services he
provided to the company in 2000. On October 8, 2001, we entered into a
consulting agreement with Mr. McCrimmon, in which he agreed to provide us with
consulting services in connection with the identification, analysis and
evaluation of possible merger and acquisition opportunities. In consideration of
Mr. McCrimmon's services, we granted him the option to purchase up to 3,000,000
shares of our common stock at an exercise price of $.028 per share. 1,500,000
shares vested on the date of grant and the remaining 1,500,000 vest over a one
year period at a rate of 375,000 shares per quarter. The option exercise price
was 70% of the closing price of the common stock on the grant date, and was
determined by the Board to be fair market value because the common stock
underlying the option is subject to transfer restrictions under applicable
securities laws. The option expires on October 8, 2006.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of October 26, 2001, for the following: (1)
each person who is known by us to own beneficially five percent or more of our
outstanding common stock, (2) each of our directors and officers who
beneficially own such shares and (3) our officers and directors as a group.
SHARES OF COMMON STOCK BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED
-----------------------------------------
NUMBER(1) PERCENT(2)
------------------------------------------------------------ ------------------- ------------------
Elorian Landers(3) 12,436,221 20.2%
Eden Kim(4) 9,205,641 14.9%
Clay Border 1,517,000 2.5%
Thomas L. McCrimmon(5) 5,314,780 8.6%
Executive officers and directors as a group(6) (3 persons) 19,268,001 31.3%
Alpha Capital Aktiengesellschaft 5,342,777(7) 7.9%
AMRO International, S.A. 4,452,315(8) 6.7%
Markham Holdings Ltd. 6,233,241(9) 9.2%
Stonestreet Limited Partnership 3,561,850(10) 5.5%
----------------
(1) Pursuant to Rule 13d-3 under the Exchange Act of 1934, as amended, a person
has beneficial ownership of any securities as to which such person,
directly or indirectly, through any contract, arrangement, undertaking,
relationship or otherwise, has or shares voting power and/or investment
power as to which such person has the right to acquire such voting and/or
investment power within 60 days. Percentage of beneficial ownership as to
any person as of a particular date is calculated by dividing the number of
shares beneficially owned by such person by the sum of the number of shares
outstanding as of such date and the number of unissued shares as to which
such person has the right to acquire voting and/or investment control
within 60 days. The number of shares shown includes outstanding shares
owned as of October 26, 2001, by the person indicated and shares underlying
warrants and/or options owned by such person on October 26, 2001, that were
exercisable within 60 days of that date.
(2) Based on 61,620,639 shares of common stock issued and outstanding as of the
close of business on October 26, 2001.
(3) Includes 750,000 shares subject to options exercisable within 60 days of
October 26, 2001.
21
(4) Includes 1,500,000 shares subject to options exercisable within 60 days of
October 26, 2001. Mr. Kim's address is 10715 Orline Court, Cupertino,
California 94015.
(5) Includes 1,800,000 shares subject to options exercisable within 60 days of
October 26, 2001. Mr. McCrimmon's address is 3816 West Linebaugh Avenue,
Suite 200, Tampa, Florida 33624.
(6) Includes 2,292,500 shares subject to options exercisable within 60 days of
October 26, 2001.
(7) Includes 5,267,777 shares of common stock issuable on conversion of
convertible notes at an assumed conversion price of $0.05695 per share, and
75,000 shares of common stock issuable on the exercise of immediately
exercisable warrants. Alpha Capital Aktiengesellschaft's address is
Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein.
(8) Includes 4,389,815 shares of common stock issuable on conversion of
convertible notes at an assumed conversion price of $0.05695 per share, and
62,500 shares of common stock issuable on the exercise of immediately
exercisable warrants. Amro International's address is care of Ultra Finanz,
Grossmuensterplatz 6, Zurich, Switzerland CH8022.
(9) Includes 6,145,741 shares of common stock issuable on conversion of
convertible notes at an assumed conversion price of $0.05695 per share, and
87,500 shares of common stock issuable on the exercise of immediately
exercisable warrants. Markham Holdings Ltd.'s address is care of Mr. David
Hassan, 50 Town Range, P.O. Box 472, Gibraltar.
(10) Includes 3,511,850 shares of common stock issuable on conversion of
convertible notes at an assumed conversion price of $0.05695 per share, and
50,000 shares of common stock issuable on the exercise of immediately
exercisable warrants. Stonestreet Limited Partnership's address is care of
Carol Harrop/Michael Finkelstein, 260 Town Center Blvd., Suite 201,
Markham, ON, L3R 8H8.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On September 28, 2000, we acquired approximately 88.5% of the outstanding common
stock of Swan Magnetics, Inc. Eden Kim, the beneficial owner of 17.3% of our
common stock and, until July 1, 2001, our Chairman of the Board and Secretary,
is the Chairman of the Board and Chief Executive Officer of Swan Magnetics.
Prior to the acquisition of our majority interest in Swan, we issued a secured
convertible promissory note in the original principal amount of $1,000,000 to
Swan Magnetics in connection with a loan by Swan Magnetics to us. Following the
acquisition of our majority interest in Swan Magnetics, we borrowed additional
funds from Swan Magnetics on several occasions, some of which were evidenced by
promissory notes. These borrowings are secured by all of the capital stock and
holdings of the company in any other entity, collateral and equipment, accounts
receivable and other intangibles and intellectual property of the company as
evidenced by a Security Agreement, dated July 18, 2000, between Swan Magnetics
and the company. In August 2001, all prior notes and advances from Swan
Magnetics, and an additional loan of $150,000, were memorialized in a new note
in the principal amount of $2,843,017.33. This note is due on August 1, 2003,
bears interest at 8% per year, and is subject to the July 18, 2000 Security
Agreement. Up to $1,000,000 of the principal on the note is convertible into our
common stock at a price of $2.00 per share.
In August 2001, we entered into a Voting Agreement with Swan Magnetics, pursuant
to which we agreed to amend the bylaws of Swan to provide:
22
o for a four person board of directors,
o that the affirmative vote of three directors is required to
approve any board action,
o that a 95% shareholder vote or a board action is required to
amend the bylaws, and
o that the CEO could take certain actions without board
approval.
We further agreed to vote all shares of stock of Swan Magnetics we own in favor
of two directors nominated by us, the CEO of Swan Magnetics, and one person
nominated by the CEO of Swan Magnetics. We agreed to cause our nominees to the
Swan board to approve an employment agreement with Eden Kim as CEO of Swan
Magnetics.
In August 2001, we also entered into a Settlement and General Release Agreement
with Swan Magnetics, pursuant to which we agreed to enter into the note and
Voting Agreement described above. We also agreed to a mutual release of claims
with Swan Magnetics. Until February 2002, we agreed to permit any former Swan
Magnetics shareholder who received IVG common stock or warrants in the
transactions through which IVG acquired its interest in Swan Magnetics to
exchange his IVG shares and warrants for Swan shares. We also agreed to use our
best efforts to register the common stock underlying the warrants issued to the
former Swan Magnetics shareholders in the above-referenced transactions. On
October 23, 2001, we received requests on behalf of eleven former Swan Magnetics
shareholders to exchange their IVG shares and warrants for Swan Magnetics shares
held by us. We requested further documentation from the requesting parties
(including evidence of their authority to act for the shareholders listed in the
request letters and surrender of their IVG stock certificates and warrant
certificates). If all of the shareholders listed in the request letters exchange
all of their IVG shares and warrants, our outstanding shares would be reduced by
approximately 6.2 million shares, and our ownership of Swan Magnetics common
stock would be reduced from approximately 88.5% to approximately 33.3%.
We paid Thomas McCrimmon, one of our outside directors, $40,000 for consulting
services provided to the company in 2000.
During 2000, Elorian Landers, our Chief Executive Officer and a director,
advanced us an aggregate of $160,000, of which $93,000 has been repaid to date.
These advances bear interest at six percent per year.
In September 2001, Mr. Landers and Mr. McCrimmon pledged 3 million and 218,000
shares of our common stock, respectively, to a collateral agent for investors
that purchased an aggregate of $1.1 million of our convertible notes due 2003.
These stock pledges, and similar pledges of an aggregate of 1.785 million shares
by four other shareholders, secure our obligations under financing agreements
with the investors. See "Management's Discussion and Analysis -- Subsequent
Events -- Financing." In consideration of these stock pledges, which led the
investors to waive an event of default and penalties under the notes, we entered
into a Common Stock Issuance Agreement with each of these shareholders. Under
this agreement, the shareholders agreed to pledge their shares as collateral for
the notes, and we agreed to issue to each shareholder a number of shares of our
common stock equal to 46% of the shares pledged by such shareholder. We also
agreed to issue shares to each shareholder in the future equal to the number of
his pledged shares that are foreclosed upon by the investors, if any.
On October 8, 2001, we entered into employment agreements with Elorian Landers
and Clay Border, see "Employment Agreements" and a consulting agreement with Tom
McCrimmon, one of our directors. See "Compensation of Directors."
23
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--- --------
EXHIBIT NO. TITLE
----------- -----
2.1(1) Agreement and Plan of Reorganization between GeeWhizUSA.com,
Inc. and the company
2.2(2) Agreement and Plan of Exchange between Swan Magnetics, Inc. and
the company
2.3(3) Agreement and Plan of Exchange, dated June 28, 2000, between
Swan Magnetics, Inc. and the company
2.4(4) Amended and Restated Agreement and Plan of Exchange, dated June
28, 2000, among Swan Magnetics, Inc., certain stockholders of
Swan Magnetics, Inc. and the company
2.5(5) Form of Warrant Certificate issued to former stockholders of
Swan Magnetics, Inc.
2.6(5) Reorganization Agreement and Plan of Exchange, dated July 15,
2000, among CyberCoupons.com, Inc., certain stockholders of
CyberCoupons.com, Inc. and the company
2.7(6) Amended and Restated Asset Purchase Agreement and Agreement and
Plan of Merger, dated March 31, 2001, among SES Acquisition
2001, Inc., Cheyenne Management Company, Inc., SES-Corp., Inc.,
certain other persons and the company
2.8(7) Agreement, dated as of August 8, 2001 among the company, Dennis
Lambka and Ronald Bray
2.9(11) Asset and Stock Purchase Agreement, dated October 24, 2001, by
and among GMS Acquisition LLC, Group Management Services, Inc.,
E. Michael Kahoe, James Kahoe and the company
3.1(5) Certificate of Incorporation
3.2(5) Bylaws
4.1(5) Specimen Certificate of Common Stock
4.2(8) 2000 Omnibus Securities Plan
10.1(5) Office Lease between G.P.I. Development, Ltd. and the company
10.2(5) Lease Agreement, dated December 2, 1997, between Southwest
Beltway Limited Partnership and Fyrglas, Inc.
10.3(5) Inventory Credit Line Agreement, effective as of January 22,
2001, between Swan Magnetics, Inc. and the company
10.4(5) Security Agreement, dated July 18, 2000, between Swan Magnetics,
Inc. and the company
10.5(5) Secured Convertible Promissory Note issued by the company to
Swan Magnetics, Inc. on July 18, 2000
10.6(5) Secured Promissory Note issued by the company to Swan Magnetics,
Inc. on October 31, 2000
10.7(5) Secured Promissory Note issued by the company to Swan Magnetics,
Inc. on December 12, 2000
10.8(5) Subscription Agreement, dated February 2, 2001, among Alpha
Capital Aktiengesellschaft, AMRO International, S.A., Markham
Holdings Ltd., Stonestreet Limited Partnership and the company
10.9(5) Form of Convertible Note issued by the company to Alpha Capital
Aktiengesellschaft, AMRO International, S.A., Markham Holdings
Ltd. and Stonestreet Limited Partnership on February 2, 2001
10.10(5) Form of Common Stock Purchase Warrant issued by the company to
Alpha Capital Aktiengesellschaft, AMRO International, S.A.,
Markham Holdings Ltd. and Stonestreet Limited Partnership on
February 2, 2001
24
10.11(5) Research and Development Agreement, dated November 15, 2000,
between iTVr, Inc. and Swan Magnetics, Inc.
10.12(5) Promissory Note issued by the company to SES-Corp., Inc. on
March 30, 2001
10.13(10) Warrant, dated April 30, 2001, issued by the company to Union
Atlantic Capital, L.C.
10.14(9) Secured Promissory Note issued by the company to Swan Magnetics,
Inc. on August 1, 2001
10.15(9) Voting Agreement, dated August 1, 2000, between the company and
Swan Magnetics, Inc.
10.16(9) Settlement Agreement and General Release, dated August 1, 2000,
between the company and Swan Magnetics, Inc.
10.17(9) Security Agreement, dated September 10, 2001, among Alpha
Capital Aktiengesellschaft, AMRO International, S.A., Markham
Holdings, Ltd., Stonestreet Limited Partnership, the Collateral
Agent (as defined therein), the Shareholders (as defined
therein) and the company
10.18(9) Common Stock Issuance Agreement, dated September 10, 2001, among
the company and the Shareholders (as defined therein)
10.19(11) Employment Agreement, effective as of October 8, 2001, by and
between Elorian Landers and the company
10.20(11) Employment Agreement, effective as of October 8, 2001, by and
between Clay Border and the company
10.21(11) Consulting Agreement, effective as of October 8, 2001, by and
between Thomas L. McCrimmon and the company
21.1(11) Subsidiaries
23.1(11) Consent of Wrinkle, Gardner and Company, P.C.
----------------
(1) Incorporated by reference from the company's Current Report on Form 8-K
dated April 14, 2000, as filed with the SEC on April 17, 2000.
(2) Incorporated by reference from the company's Current Report on Form 8-K
dated July 10, 2000, as filed with the SEC on July 11, 2000.
(3) Incorporated by reference from the company's Current Report on Form
8-K/A dated July 17, 2000, as filed with the SEC on July 18, 2000.
(4) Incorporated by reference from the company's Current Report on Form 8-K
dated September 28, 2000, as filed with the SEC on October 13, 2000.
(5) Incorporated by reference from the company's Annual Report on Form
10-KSB, as filed with the SEC on April 18, 2001.
(6) Incorporated by reference from the company's Current Report on Form 8-K
dated April 1, 2001, as filed with the SEC on April 16, 2001.
(7) Incorporated by reference from the company's Current Report on Form 8-K
dated August 30, 2001.
(8) Incorporated by reference from the company's Registration Statement on
Form S-8, SEC File No. 333-48792, as filed with the SEC on October 27,
2000.
(9) Incorporated by reference from the company's Registration Statement on
Form SB-2/A dated October 10, 2001.
(10) Incorporated by reference from the company's Registration Statement on
Form SB-2 dated May 2, 2001.
(11) Filed herewith.
(b) Reports on Form 8-K
--- -------------------
The company filed a Current Report on Form 8-K on October 13, 2000, which
reported that we had entered into an Amended and Restated Agreement and Plan of
Exchange with Swan Magnetics, Inc. and certain of its stockholders.
25
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
IVG CORP.
Date: November 8, 2001 By: /s/ Elorian Landers
---------------------------------
Elorian Landers, Chief Executive
Officer and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Elorian Landers November 8, 2001
-----------------------------------------------------
Elorian Landers, Chief Executive Officer and Director
(Principal Executive Officer and Principal Financial
Officer and Principal Accounting Officer)
/s/ Thomas McCrimmon November 8, 2001
-----------------------------------------------------
Thomas McCrimmon, Director
/s/ Clay Border November 8, 2001
-----------------------------------------------------
Clay Border, Chief Development Officer and Director
26
FINANCIAL STATEMENTS
IVG CORP.
INDEX TO FINANCIAL STATEMENTS
For the years ended December 31, 2000 and 1999
Independent Auditors' Report................................................F-2
Consolidated Balance Sheet..................................................F-3
Consolidated Statements of Operations.......................................F-4
Consolidated Statements of Changes in Stockholders' Equity..................F-5
Consolidated Statements of Cash Flows.......................................F-6
Notes to Consolidated Financial Statements..................................F-7
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
IVG Corp.
We have audited the accompanying consolidated balance sheet of IVG Corp. (a
Delaware corporation) as of December 31, 2000, and the related consolidated
statements of operations, cash flows, and changes in stockholders' equity for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of IVG Corp.
as of December 31, 1999, were audited by other auditors whose report dated
January 11, 2001, on those statements included an explanatory paragraph that
described the substantial doubt about the entity's ability to continue as a
going concern unless substantial capital can be raised to meet obligations.
We conducted our audit in accordance with U. S. generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the 2000 financial statements referred to above present fairly,
in all material respects, the financial position of IVG Corp. as of December 31,
2000, and the results of its operations and its cash flows for the year then
ended in conformity with U. S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 10 to
the financial statements, conditions exist which raise substantial doubt about
the Company's ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its obligations and sustain its
operations. Those conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 10. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Wrinkle, Gardner & Company, P.C.
Friendswood, Texas
April 12, 2001
F-2
IVG CORP.
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2000
ASSETS
CURRENT ASSETS:
Cash $ 2,886,710
Restricted Cash 1,500,000
Accounts receivable - net 27,034
Inventory 77,939
Notes receivable 148,200
-------------
Total current assets 4,639,883
-------------
PROPERTY AND EQUIPMENT - NET 44,541
OTHER ASSETS - NET 494,139
-------------
Total assets $ 5,178,563
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,278,038
Notes payable 2,679,896
-------------
Total current liabilities 3,957,934
MINORITY INTEREST (2,209,725)
STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT:
Common Stock, par value $.0001, 300,000,000 shares
authorized, 44,073,197 issued and outstanding 4,407
Additional paid-in capital 26,666,825
Accumulated deficit (23,240,878)
-------------
Total stockholders' equity 3,430,354
-------------
$ 5,178,563
=============
The accompanying notes are an integral part of these financial statements.
F-3
IVG CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
------------- -------------
REVENUES:
Sales $ 396,300 $ 402,422
COST OF GOODS SOLD: 298,742 181,303
------------- -------------
GROSS PROFIT 97,558 221,119
------------- -------------
OPERATING EXPENSES:
General and administrative 5,443,807 575,268
Purchased in-process technology 18,039,591 -
Depreciation expense 28,271 -
Interest expense 58,716 -
------------- -------------
Total operating expenses 23,570,385 575,268
------------- -------------
OTHER INCOME:
Interest income 108,789 62,318
Gain on sale of equipment 8,000 -
MINORITY INTEREST (2,209,725) -
------------- -------------
NET (LOSS) $(21,146,313) $ (291,831)
============= =============
Basic and fully diluted net loss per share $ (.57) $ (.05)
Weighted average number of common shares
outstanding for basic and diluted net
loss per common share 37,305,300 6,288,554
The accompanying notes are an integral part of these financial statements.
F-4
IVG CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
COMMON STOCK
-------------------------------- ADDITIONAL
NUMBER OF PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------------- ------------- ------------- ------------- -------------
Balance, 4,000,000 $ 400 $ 1,712,124 $ (1,802,734) $ (90,210)
December 31, 1998
Acquisition of subsidiary 26,537,402 2,654 256,911 - 259,565
Net loss - - - (291,831) (291,831)
------------- ------------- ------------- ------------- -------------
Balance, 30,537,402 3,054 1,969,035 (2,094,565) (122,476)
December 31, 1999
Shares issued for services 2,414,200 241 3,005,992 - 3,006,233
Shares issued in acquisitions 20,000,000 2,000 21,185,859 - 21,187,859
Shares exchanged for warrants (9,091,855) (909) - - (909)
Shares issued for cash 213,450 21 434,079 - 434,100
Warrants issued for services - - 71,860 - 71,860
Net loss - - - (21,146,313) (21,146,313)
------------- ------------- ------------- ------------- -------------
Balance, 44,073,197 $ 4,407 $ 26,666,825 $(23,240,878) $ 3,430,354
December 31, 2000
The accompanying notes are an integral part of these financial statements.
F-5
IVG CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(21,146,313) $ (291,831)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Minority interest (2,209,725) -
Depreciation 28,271 21,473
Amortization 12,650 37,450
Purchased in process technology 18,039,591 -
Stock based compensation 3,078,093 -
Changes in operating assets & liabilities:
Accounts receivable (12,889) 12,232
Inventory 1,649 8,916
Other assets (217,467) -
Accounts payable and accrued expenses 1,334,132 (42,809)
------------- -------------
Net cash (used in) operating activities (1,092,008) (254,569)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired through purchase of subsidiary 5,404,338 259,565
Purchase of equipment (13,266) (2,726)
Notes receivable (148,200) -
------------- -------------
Net cash provided by (used in ) investing activities 5,242,872 256,839
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issuance 434,100 -
Proceeds from notes payable 49,785 121,261
Payments on notes payable (254,045) (117,525)
Restricted cash (1,500,000) -
------------- -------------
Net cash provided by (used in) financing activities (1,270,160) 3,736
------------- -------------
Increase (decrease) in cash and cash equivalents 2,880,704 6,006
Cash and cash equivalents - beginning of year 6,006 -
------------- -------------
Cash and cash equivalents - end of year $ 2,886,710 $ 6,006
============= =============
Supplemental cash flow information:
Cash paid for interest $ 60,000 $ 3,562
============= =============
The accompanying notes are an integral part of these financial statements.
F-6
IVG CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - ORGANIZATION AND PRESENTATION
On March 9, 2001, IVG Corp. (the Company) changed its name from
Internet Venture Group, Inc. to IVG Corp. and its state of
incorporation from Florida to Delaware. The name change and
reincorporation were accomplished by merging Internet Venture Group,
Inc., a Florida corporation, into IVG Corp., a Delaware corporation
formed for the purpose of these transactions. Each issued and
outstanding share of common stock of Internet Venture Group, Inc. was
automatically converted in the merger into one share of common stock of
IVG Corp. The Company was incorporated in the state of Florida on March
19, 1987 under the name Sci Tech Ventures, Inc. and changed its name to
Strategic Ventures, Inc. in May 1991. On October 18, 1999, Strategic
Ventures, Inc. changed its name to Internet Venture Group, Inc.
Effective December 31, 1999, the Company acquired all issued and
outstanding shares of GeeWhiz.com, Inc. (a Texas Corporation) for
26,537,402 shares of the Company's stock by the purchase method. For
accounting purposes, the acquisition was treated as a reverse
acquisition (a recapitalization of GeeWhiz.com), with GeeWhiz.com, Inc.
as the acquirer and Strategic Ventures, Inc. as the acquiree. The
acquisition qualified as a reverse acquisition because the officers and
directors of GeeWhiz.com assumed management control of the resulting
entity and the value and ownership interest received by current
GeeWhiz.com, Inc. stockholders exceeded that received by Strategic
Ventures, Inc. The financial statements for periods prior to December
31, 1999 are those of GeeWhiz.com retroactively restated for the
equivalent number of shares received in the acquisition with the
accumulated deficit of GeeWhiz.com being carried forward after the
acquisition.
On September 28, 2000, the Company acquired ownership of approximately
88.5% of the issued and outstanding common stock of Swan Magnetics,
Inc. (a California corporation), for shares of the Company's stock. The
transaction was accounted for under the purchase method. See Note 11.
The Company is a Sugar Land, Texas-based company that acquires and
enhances revenue-generating companies with a compelling business model,
technology and/or proprietary service. The Company provides a
value-added corporate structure intended to enable its portfolio
companies to quickly leverage their expertise and deploy their business
strategy by utilizing the management, financial and corporate resources
of the Company.
The primary business of GeeWhiz.com, which now operates as a division
of the Company, is the development, acquisition, marketing and
distribution of proprietary products as specialty products and items
for the worldwide gift, novelty and souvenir industries. Swan
Magnetics, Inc., which operates as a majority-owned subsidiary of the
Company, is involved in the development of a proprietary ultra-high
capacity, floppy disk drive technology and currently has no revenue
generating operations.
The Company's fiscal year-end is December 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements are presented on the accrual method of
accounting in accordance with generally accepted accounting principles.
Significant principles followed by the Company and the methods of
applying those principles, which materially affect the determination of
financial position and cash flows, are summarized below:
F-7
Principles of Consolidation
---------------------------
The Company's consolidated financial statements as of and for the year
ended December 31, 2000 and 1999 reflect its operations on a
consolidated basis. All significant intercompany accounts and
transactions have been eliminated.
Cash and Cash Equivalents
-------------------------
The Company considers all highly-liquid debt instruments purchased with
an original maturity of three months or less to be cash equivalents. At
December 31, 2000, $1,500,000 of cash was restricted for payment of a
note to a vendor.
Inventories
-----------
Inventories are stated at cost, determined using the first-in,
first-out (FIFO) method, which is not in excess of market. Finished
products comprise all of the Company's inventories.
Property and Equipment
----------------------
Property and equipment is stated at cost. The cost of ordinary
maintenance and repairs is charged to operations while renewals and
replacements are capitalized. Depreciation is computed on the
straight-line method over the following estimated useful lives:
Manufacturing Equipment 5 years
Furniture and Equipment 5 years
Patents, Trademarks, and Licenses
---------------------------------
The Company capitalizes certain legal costs and acquisition costs
related to patents, trademarks, and licenses. Accumulated costs are
amortized over the lesser of the legal lives or the estimated economic
lives of the proprietary rights, generally seven to ten years, using
the straight-line method and commencing at the time the patents are
issued, trademarks are registered or the license is acquired.
Revenue Recognition
-------------------
Product Sales are sales of on-line products and specialty items.
Revenue is recognized at the time products are shipped, as this is the
point at which customers are liable to the Company for products
ordered. The customer may return items if they are found to be
defective. Returns are usually minimal.
In December 1999, the SEC staff issued Staff Accounting Bulletin No.
101("SAB 101"), Revenue Recognition in Financial Statements. SAB 101
explains how the SEC staff applies by analogy the existing rules on
revenue recognition to other transactions not covered by such rules. In
March 2000, the SEC issued SAB 101A that delayed the original effective
date of SAB 101 until the second quarter of 2000 for calendar year
companies. In June 2000, the SEC issued SAB 101B that further delayed
the effective date of SAB 101 until no later than the fourth fiscal
quarter of fiscal years beginning after December 15, 1999. The Company
adopted SAB 101 in the fourth quarter of 2000. The adoption did not
have a material impact on its financial statements.
F-8
Income Taxes
------------
The Company accounts for income taxes under SFAS No. 109, which
requires the asset and liability approach to accounting for income
taxes. Under this method, deferred tax assets and liabilities are
measured based on differences between financial reporting and tax bases
of assets and liabilities using enacted tax rates and laws that are
expected to be in effect when the differences are expected to reverse.
Net Earnings (Loss) Per Share
-----------------------------
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings Per Share. Basic net loss per
share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding for the period, less shares
subject to repurchase. Diluted net loss per share reflects the
potential dilution of securities by adding other common stock
equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average
number of common shares outstanding for a period, if dilutive. All
potentially dilutive securities have been excluded from the
computation, as their effect is anti-dilutive.
Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash, accounts receivable, accounts payable and
accrued expenses are considered to be representative of their
respective fair values because of the short-term nature of these
financial instruments. The carrying amount of the notes payable are
reasonable estimates of fair value as the loans bear interest based on
market rates currently available for debt with similar terms.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could
differ from these estimates.
Recent Accounting Pronouncements
--------------------------------
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
Accounting for Derivative Investments and Hedging Activities. SFAS 133
establishes a new model for accounting for derivatives and hedging
activities and supercedes several existing standards. SFAS 133, as
amended by SFAS 137 and SFAS 138, is effective for all fiscal quarters
of fiscal years beginning after June 15, 2000. The Company does not
expect that the adoption of SFAS 133 will have a material impact on its
financial statements.
F-9
Segment Information
-------------------
In accordance with SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information", Swan is deemed to be a segment of
the Company. Accordingly, the following segment disclosures are made:
YEAR ENDED DECEMBER 31,
2000 1999
------------ ------------
Revenues
Swan $ - $ -
Reconciling items
Other corporate revenues 396,300 402,422
------------ ------------
Total consolidated revenues $ 396,300 $ 402,422
============ ============
Depreciation and amortization expense
Swan $ - $ -
Reconciling items
Other corporate depreciation and amortization expense $ 28,271 $ -
Total depreciation and amortization expense $ 28,271 $ -
============ ============
Interest income and (expense)
Swan $ 108,789 $ 62,318
Swan (55,000) -
Reconciling items
Other corporate interest income and (expense) (3,716) -
------------ ------------
Total interest income and (expense) $ 50,073 $ 62,318
============ ============
Segment assets
Cash $ 2,598,270 $ 1,800
Restricted cash 1,500,000 -
Loan to IVG Corp. 1,850,000 -
Other assets 227,956 -
------------ ------------
Total segment assets 6,226,226 1,800
Reconciling items
Corporate assets 802,337 448,607
Intersegment loans (1,850,000) -
------------ ------------
Total consolidated assets $ 5,178,563 $ 450,407
============ ============
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
December 31, 2000
-----------------
Manufacturing equipment $ 108,556
Furniture and equipment 31,431
----------
139,987
Less accumulated depreciation (95,446)
----------
$ 44,541
==========
F-10
NOTE 4 - OTHER ASSETS
At December 31, 2000, other assets consisted of the following:
Historical Accumulated Book
Cost Amortization Value
-------------- -------------- ---------------
Licensing, patents, trademarks $ 364,846 $ 103,184 $ 261,662
Other assets
(deposits, cash surrender
value of officers' life insurance) 232,477 - 232,477
-------------- -------------- ---------------
$ 597,323 $ 103,184 $ 494,139
============== ============== ===============
NOTE 5 - NOTES PAYABLE
Notes payable consisted of the following:
December 31,
2000
--------------
Borrowings against a $50,000 line-of-credit agreement with a financial institution $ 49,785
collateralized by a general security agreement covering substantially all assets of
the Company; the note bears interest at two points above the bank's prime rate (8.25%
at December 31, 1999 and 11.0% at December 31, 2000); the note is payable on demand;
however if no demand is made it matures April 2001
Note payable to an individual stockholder, interest at 8.0%, payable in full on demand 100,111
Notes payable to individual stockholders, interest at 10.5%, payable on demand 30,000
Note payable to a company, interest at 10%, payable on demand 1,000,000
Note payable to a company, interest at 8%, due on demand, secured by cash in bank 1,500,000
--------------
$ 2,679,896
==============
NOTE 6 - INCOME TAXES
There has been no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all
periods and for all jurisdictions.
Deferred income taxes reflect the net tax affects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of deferred tax assets are as follows:
December 31,
2000
----------------
Deferred tax assets
Net operating loss carryforwards $ 23,240,878
Valuation allowance for deferred tax assets (23,240,878)
----------------
Net deferred tax assets $ -
================
Realization of deferred tax assets is dependent upon future earnings,
if any, the timing and amount of which are uncertain. Accordingly, the
net deferred tax assets have been fully offset by a valuation
allowance. The Company had net operating loss carryforwards for federal
income tax purposes of approximately $23,240,878 and $2,094,565 as of
December 31, 2000 and 1999, respectively. These carryforwards, if not
utilized to offset taxable income begin to expire in 2003. Utilization
of the net operating loss may be subject to substantial annual
limitation due to the ownership change limitations provided by the
Internal Revenue Code and similar state provisions. The annual
limitation could result in the expiration of the net operating loss
before utilization.
F-11
NOTE 7 - CONVERTIBLE PREFERRED STOCK
After the acquisition of Swan Magnetics, Inc., there remained Swan
convertible preferred stock outstanding, which had not been converted
to Swan common stock or IVG common stock. After the acquisition of
Swan, there were 612,957 shares of Series B outstanding with a
historical cost of $221,000, 2,010,000 shares of Series D outstanding
with a historical cost of $1,423,303 and 706,000 shares of Series G
shares outstanding with a historical cost of $3,512,000. Upon
acquisition, the preferred stock has been valued at $2,191,819, the
liquidation preference value, due to the going concern question of IVG.
The rights, preferences and privileges of the Swan Series B, D and G
preferred stock holders are as follows:
Dividend Rights
---------------
Dividends are non-cumulative and payable only upon declaration of the
Board of Directors at a rate of $0.132 per share for Series B preferred
stock, $0.05 per share for Series D preferred stock and $0.05 per share
for Series G preferred stock. No distributions will be made on any
share of Series D preferred stock until holders of Series B preferred
stock have been paid. No distribution will be paid on any Series G
preferred stock until holders of Series B and D have been paid.
Liquidation Preference
----------------------
Holders of Series B shares have a liquidation preference over Series D
and G and common shareholders of $1.10 per share plus any declared but
unpaid dividends, holders of Series D shares have a liquidation
preference over Series G and common shareholders of $2.50 per share
plus any declared but unpaid dividends, and holders of Series G shares
have a liquidation preference over common shareholders of $5.00 per
share plus any declared but unpaid dividends.
Conversion Rights
-----------------
Each share of preferred stock is convertible into one share of common
stock at the option of the holder, subject to protection against
dilution. Preferred stock automatically converts upon an effective
initial public offering or upon the vote or written consent of at least
two-thirds of the number of outstanding shares of the preferred stock
into common stock (except Series B which does not have this feature).
Warrants
--------
There are outstanding common stock warrants attached to Series D and
Series G preferred stock. The Series D preferred stock warrants give
the warrant holder the right to purchase one share of Swan common stock
at $0.83 per share. The Series G preferred stock warrants give the
warrant holder the right to purchase shares of Swan common stock. The
Series D warrants expire in 2001 and the Series G warrants expire in
2006.
Voting Rights
-------------
Each holder of Series B, D, and G preferred stock is entitled to vote
on matters presented to the common stockholders of Swan as if the
holder had converted such shares of preferred stock into common stock.
In addition, the Series G preferred stockholders also have the right to
elect one director to the Swan Board of Directors.
F-12
NOTE 8 - STOCK COMPENSATION PLANS
Stock Option Plan
-----------------
The Company has granted options to purchase shares of common stock to
employees, directors, consultants, and investors at prices as
determined by the Board of Directors, at date of grant. A summary of
Company's stock options granted is presented below:
Weighted-Average
Number of Exercise Price per
Shares Share
------------- -------------------
Balance, December 31, 1998 3,235,500 $ .13
Granted 4,370,625 $ .69
Exercised - $ -
Canceled (292,500) $ .14
------------- -------------------
Balance, December 31, 1999 7,313,625 $ .47
Granted 4,375,000 $ .27
Exercised - $ -
Canceled - $ -
------------- -------------------
Balance, December 31, 2000 11,688,625 $ .39
The fair value of each stock option was estimated on the date of grant
using the Black-Schoales option-pricing model with the following
weighted-average assumption on stock options issued on or before June
30, 2000: an expected life of four (4) years, expected volatility of
87%, and a dividend yield of 0% and on stock options issued after June
30, 2000: an expected life of 18 months, expected volatility of 90%,
and a dividend yield of 0%.
2000 Omnibus Securities Plan
----------------------------
The 2000 Omnibus Securities Plan ("2000 Plan") was adopted in October
2000 and reserved 10,000,000 shares of IVG common stock for stock
options, including incentive and non-qualified stock options,
restrictive stock awards, unrestricted stock awards, performance stock
awards, dividend equivalent rights, and stock appreciation rights to
directors, officers, and key employees of the company and certain
consultants.
The following summary presents information with regard to the
securities issued under the 2000 Plan as of December 31, 2000:
Balance, December 31, 2000 Number of Shares
-------------------------- ----------------
Unrestricted stock awards: 1,080,200
Restricted stock awards: 239,500
Shares available under the 2000 Plan as of December 31, 2000 totaled
8,680,300. In accordance with APB 25, non-cash stock-based compensation
expense of $1,592,450 has been recognized in the accompanying
statements of operations for the year ended December 31, 2000 related
to these stock awards. An equal amount has been recognized in
shareholders' equity.
F-13
Non-Employee Directors Stock Option Plan
----------------------------------------
The Non-Employee Directors Stock Option Plan adopted in July 2000
permitted the issuance of up to 900,000 shares of common stock to
directors who are not employees of IVG. Under the plan, options to
purchase 100,000 shares of common stock at the fair market value on the
date of grant are granted to each non-employee director annually. As of
December 31, 2000, options for 300,000 shares had been granted to three
non-employee directors under this plan, of which 150,000 shares are
available for exercise. The exercise price of these options is $.75 per
share. The exercise price was deemed fair value by the Company's Board
of Directors due to the uncertain public market for the shares, the
vesting schedule of the shares and the restricted nature of the shares
issuable upon exercise of the option.
On February 5, 2000, an option to purchase 75,000 shares of common
stock was granted to a member of the Board of Advisors as consideration
for additional services he rendered to the Company. The option has an
exercise price of $.25 per share. On the date of grant, 100% of the
shares were vested. The option expires August 5, 2004. Compensation
expense was not recorded because the stock was not trading on the date
of grant. The exercise price was deemed fair value by the Company's
Board of Directors in light of the lack of public market for the
shares, the vesting schedule of the shares and the restricted nature of
the shares issuable upon exercise of the option.
Accounting Issues Relating to All Stock Compensation Plans
----------------------------------------------------------
The company accounts for these plans under APB Opinion No. 25 and
related interpretations. Had compensation cost for these plans been
determined using the fair value method of SFAS No. 123, pro forma net
earnings and diluted earnings per share would have been $(35,215,000)
and $(.94), respectively.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company is in the third year of a five-year operating lease which
commenced December 1997 for office and warehouse space located in
Houston, Texas. Future minimum lease commitments for building lease
approximate the following for each of the years ending December 31:
2001 - $78,386; 2002 - $73,907; and none thereafter. Rent expense was
$84,777 and $73,296 for the years ended December 31, 2000 and 1999,
respectively. In 2001, the Company entered into a new lease for office
space which requires annual rent of $119,856 through 2005.
NOTE 10 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with U. S. generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. The Company has
incurred substantial operating losses. As shown in the financial
statements, the Company incurred net losses of $3,106,722, excluding
purchased in-process technology of $18,039,591, on gross sales of
$396,300 for the year ended December 31, 2000. These factors indicate
there is substantial doubt about the Company's ability to continue as a
going concern. The future success of the Company is likely dependent on
its ability to obtain additional capital to develop its proposed
products and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be
successful in obtaining such financing, or that it will attain positive
cash flow from operations.
Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity
for the Company to continue as a going concern. Management is presently
investigating potential financing transactions and acquisitions that
management believes can provide additional cash for the Company's
operations and be profitable in both the short and long-term.
Management also intends to attempt to raise funds through private sales
of the Company's common stock. Although management believes that these
efforts will enable the Company to meet its liquidity needs in the
future, there can be no assurance that these efforts will be
successful.
F-14
Although management believes that these efforts will enable the Company
to continue as a going concern, there can be no assurance that these
efforts will be successful.
NOTE 11 - ACQUISITION OF SUBSIDIARY
On September 28, 2000, the Company acquired ownership of approximately
88.5% of the common stock of Swan Magnetics, Inc. Swan is a hardware
development company specializing in ultra high capacity floppy disk
drives and media. As part of a two step purchase transaction, the
Company exchanged 20,000,000 shares of restricted common stock for
approximately 88.5% of the outstanding common shares of Swan. These
shares were valued at $19,005,000 based upon the market value of shares
issued, discounted for restrictions. The Company then offered, to those
stockholders, an exchange of restricted common stock for warrants to
purchase common stock at an exercise price equal to the market value on
September 28, 2000, or $1.75. The warrants expire August 1, 2004.
Stockholders exchanged an aggregate of 9,091,793 shares of restricted
common stock of the Company for common stock warrants. The fair value
of the common stock warrants was estimated on September 28, 2000 using
the Black-Schoales option-pricing model with the following
weighted-average assumption on stock warrants issued: an expected life
of 18 months, expected volatility of 90%, and a dividend yield of 0%.
This transaction adjusted the purchase price to approximately
$21,188,000. The acquisition was accounted for using the purchase
method. The assets and liabilities of Swan were recorded at fair market
value, which approximates net book value on the date of acquisition.
Upon consummation of the Swan acquisition, the Company expensed
$18,040,000 representing purchased in-process technology that had not
reached technological feasibility and had no alternative future use.
The Company's statement of income includes the income and expenses of
Swan for the three months ended December 31, 2000, in accordance with
the purchase method of accounting.
Prior to the acquisition of its majority interest in Swan, the company
issued a secured convertible promissory note in the original principal
amount of $1,000,000 to Swan in connection with a loan by Swan to the
company. Following the acquisition of its majority interest in Swan,
the company borrowed additional funds from Swan on several occasions,
some of which were evidenced by promissory notes. These borrowings are
secured by all of the capital stock and holdings of the company in any
other entity, collateral and equipment, accounts receivable and other
intangibles and intellectual property of the company as evidenced by a
Security Agreement, dated July 18, 2000, between Swan and the company.
In August 2001, all prior notes and advances from Swan, and an
additional loan of $150,000, were memorialized in a new note in the
principal amount of $2,843,017.33. This note is due on August 1, 2003,
and bears interest at 8% per year, and is subject to the July 18, 2000
Security Agreement. Up to $1,000,000 of the principal on the note is
convertible into the company's common stock at a price of $2.00 per
share.
These loans did not affect the terms of the Swan acquisition.
In 1996, Swan entered into a joint development agreement with a
Japanese company and in 1997 entered into a letter of intent for a
joint venture with a U.S. company. In the subsequent months, the
Japanese company began to assert that it had rights to the technology
that was being developed and filed a lawsuit against Swan in December
1998 in an attempt to gain exclusive rights to the technology. As a
result of this activity, it became impossible for Swan to complete and
commercialize the technology, and in late 1998, Swan ceased normal
operations. In May 1999, the Board of Directors formally suspended its
remaining activities except for two contractors who remained to
preserve Swan's technology and maintain corporate records.
F-15
As a result of this litigation, effective April 12, 2000, Swan entered
into a Settlement Agreement and Release with the Japanese company that
resulted in a payment by the Japanese company of $25 million,
termination of the joint development agreement, release of all
obligations between Swan and the Japanese company and surrender of the
Series F preferred stock that had been acquired by the Japanese
company. In addition, Swan granted to the Japanese company a worldwide,
non-transferable, fully paid-up, royalty-free (except as provided for
under the agreement), nonexclusive license under Swan's rights in and
to all technology owned by Swan as of April 12, 2000 to develop, make,
have made, use, import, market, sell, offer to sell and distribute
high-capacity flexible-media magnetic storage drives, media and
components using the technology. The Japanese company also granted to
Swan a similar license for any technology that it owned related to
specific products. Royalty payments are required by the Japanese
company for any products shipped by them prior to April 14, 2001. No
amounts have been received to date.
The pro forma unaudited results of operations for the years ended
December 31, 2000 and 1999, assuming the purchase of Swan had been
consummated as of January 1, 1999, follows:
2000 1999
------------- -------------
Revenues 396,300 402,422
Lawsuit settlements 17,409,277 0
Net income (loss) 15,983,376 (19,698,236)
Net income (loss) per common share:
Basic 0.39 (0.49)
Diluted 0.36 (0.49)
NOTE 12 - SUBSEQUENT EVENTS - ACQUISITIONS
SES-CORP, INC./CHEYENNE MANAGEMENT COMPANY, INC. On April 1, 2001, the
Company acquired SES-Corp., Inc., a Delaware corporation, pursuant to
an Amended and Restated Asset Purchase Agreement and Agreement and Plan
of Merger (the "Merger Agreement"), dated as of March 30, 2001, by and
among the Company, SES, Cheyenne Management Company, Inc., a Michigan
corporation, SES Acquisition 2001, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company ("Sub"), and Dennis Lambka and
Ronald Bray, shareholders of SES (the "Shareholders"). Under the terms
of the Merger Agreement, Sub merged with and into SES and SES became a
wholly-owned subsidiary of the Company (the "Merger"). The shares of
SES common stock outstanding immediately prior to the effective time of
the merger were converted into the right to receive 11,819,22 shares of
the Company's common stock. Ten million shares of the Company's common
stock were to be placed in an escrow account (the "Escrow Shares") to
secure certain indemnification obligations set forth in the Merger
Agreement.
On August 8, 2001, the Company entered into a share exchange agreement
with the Shareholders (the "Share Exchange Agreement"), in which the
Company disposed of SES by exchanging all of the issued and outstanding
shares of SES for the Escrow Shares. As a result, the Company received
100% of the Escrow Shares and the Shareholders received 100% of SES.
The Shareholders also released the Company from any obligations to
issue additional shares of the Company to the Shareholders under the
Merger Agreement. Pursuant to the terms of the Share Exchange
Agreement, the Shareholders each retained 909,631 shares of the
Company's Common Stock issued to them under the Merger Agreement.
The cost of the acquisition and subsequent disposition of SES was
approximately $522,000. Additionally, the Company recorded stock based
compensation expense of approximately $2,300,000, related to the
approximately 1,800,000 shares of stock currently held by the former
shareholders of SES. While no claims against the Company are pending or
threatened related to its former ownership of SES, in the future the
Company could incur additional expenses related to such claims.
F-16
CYBERCOUPONS. On January 9, 2001, the Company executed a Reorganization
Agreement and Plan of Exchange pursuant to which the Company exchanged
up to 2,372,625 shares of its common stock for approximately 35% of the
issued and outstanding common stock of CyberCoupons.com, Inc., a
Houston, Texas-based company. The Company's investment in CyberCoupons
was diluted immediately, in the sense that the CyberCoupons shares
acquired in exchange for IVG common stock have a book value that is far
less than the trading price of IVG common stock at January 9, 2001. No
assurances can be given that the Company's investment in CyberCoupons
will appreciate in value, or that it will appreciate to a value
comparable to the value of IVG shares that were delivered to the
CyberCoupons stockholders.
CyberCoupons was formed to be an Internet source for consumers to
obtain on-line-printable manufacturer coupons for grocery, household
and beauty products. The company is presently dormant.
ITVR. In November 2000, Swan entered into a Research and Development
Agreement with iTVr, Inc. to further develop technology intended to
record, play back and time-shift certain broadband electronic
transmission events such as live television, video email, and music
videos. The initial development fee of $250,000 was paid and expensed
in 2000. The agreement required iTVr to provide certain deliverables
prior to December 31, 2000 and, upon completion of an evaluation of
those deliverables, to determine whether to provide additional funding.
As a result of this evaluation, an additional development fee of
$500,000 was made to iTVr in January 2001. The agreement also requires
Swan to use its best efforts to pursue additional financing for iTVr of
up to $2 million. The initial funding of $250,000 was convertible into
2 million shares of common stock of iTVR within 60 days of the
completion of the initial development phase. In addition, The initial
development fee of $500,000 was convertible into $1 million shares of
common stock of iTVR and a cashless warrant to acquire an additional 1
million shares of common stock at no additional cost if an additional
investment of at least $2 million is arranged for by Swan. Swan
exercised its conversion rights related to the $750,000 funding and
received 3 million shares of common stock of iTVr in February 2001.
This represents a 46% ownership in iTVr. The additional $2 million
financing, if acquired, will also be convertible into 2.5 million
shares of common stock of iTVr by the lender.
iTVr has developed a high performance, multi-function, low cost
personal video recorder for a variety of applications including time
shift television recording, digital imaging and manipulation, distance
education, HDTV, karaoke, video conferencing, music videos, video
emails and home gateway applications.
iTVr's business model is to provide cost effective multi-function
solutions at affordable prices without requiring ongoing service
charges. iTVr expects to begin shipments of its first product in China
in the fourth quarter of 2001.
GROUP MANAGEMENT SERVICES, INC. On October 24, 2001, the Company
entered into a definitive asset and stock purchase agreement to acquire
90% of Group Management Services, Inc. ("GMS"), an Ohio-based
professional employer organization. Upon the closing of the asset and
stock purchase agreement, GMS will become one of the Company's
portfolio companies. The acquisition will be completed in a number of
steps. First, GMS Acquisition LLC, a wholly owned subsidiary of the
Company, will purchase certain of GMS' assets (the "Asset Purchase").
Upon completion of the Asset Purchase, GMS will distribute certain
proceeds from the sales of such assets to GMS' two shareholders (the
"GMS Shareholders"). Next, the GMS Shareholders will transfer 90% of
the outstanding GMS common stock to the Company (the "Stock Purchase").
Lastly, GMS Acquisition LLC will contribute 100% of the assets received
in the Asset Purchase back to GMS. In consideration for our purchase of
90% of GMS, the Company will issue to the GMS Shareholders three
promissory notes in the amounts of (i) $250,000, (ii) $1,963,000, and
(iii) $2,039,023.63, for total consideration of $4,252,023.63, as well
as 10,000,000 shares of the Company's common stock and an option to
purchase up to an additional 1,250,000 shares of our common stock. The
Company's agreement with GMS also provides that if, on the first
anniversary of the closing of the acquisition, the value of the
10,000,000 shares is less than $1,370,000, the Company will issue an
additional number of shares to the GMS Shareholders so that the value
of the shares received is at least $1,370,000.
F-17
The closing of this acquisition, which the Company anticipates will
occur in November 2001, is conditioned upon, among other things, the
receipt of any necessary consents to the transaction by third parties,
and GMS continuing to maintain a credit facility of at least $750,000.
NOTE 13 - SUBSEQUENT EVENTS - CONVERTIBLE NOTES
On February 2, 2001, Alpha Capital Aktiengesellschaft, AMRO
International, S.A., Markham Holdings Ltd. and Stonestreet Limited
Partnership (the "investors") purchased from the company an aggregate
$1,100,000 of its 6% convertible notes due 2003. The notes are secured
by 5,003,000 shares of the company's common stock that has been pledged
by six of its shareholders, including two of its directors.
Until a note is paid in full, the holder of a note may convert the
outstanding principal and interest due on the note into shares of the
company's common stock at a conversion price equal to the lower of (1)
$1.5825 and (2) 85% of the average of the three lowest closing bid
prices for our common stock on the principal market on which it is
trading for the 22 trading days prior to but not including the date of
conversion of the note. As of October 8, 2001, and at an assumed
conversion price of $0.05695 per share, the notes would have been
convertible into 19,315,189 shares of the company's common stock. This
number of shares could be significantly higher in the event of a
decrease in the closing bid price of the company's common stock. The
notes are payable on January 1, 2003.
The company is also obligated to issue additional shares of common
stock to the investors if the closing bid price of its common stock is
not equal to or greater than $2.374 for 10 consecutive trading days
during the 180-day period beginning on the effective date of the
registration statement filed to register the shares underlying the
convertible notes.
In consideration for their investment, the company issued the investors
warrants to purchase an aggregate of 275,000 shares of common stock at
an exercise price of $1.647. These warrants expire on February 2, 2006.
In partial consideration for serving as the company's financial advisor
and private placement agent in connection with the issuance of the
notes, the company issued Union Atlantic Capital, L.C. a warrant to
purchase 50,000 shares of common stock at an exercise price of $1.647.
This warrant expires April 30, 2005. The exercise price of $1.647
represents 120% of the average closing price of the company's common
stock for the five trading days prior to February 2, 2001, the date of
issuance of the notes.
In connection with the financing, the company agreed to file a
registration statement for the shares underlying the notes and
warrants. The company was originally required to make the registration
statement effective by June 17, 2001. The investors waived this default
and penalties under the convertible notes relating to the failure to
make the registration statement effective by June 17, 2001, provided
that the company file an amendment to the registration statement by
October 10, 2001 and cause the registration statement to be declared
effective by December 10, 2001. If the registration statement is not
declared effective within the required time periods or ceases to be
effective for a period of time exceeding 30 days in the aggregate per
year but not more than 20 consecutive calendar days, the company must
pay damages equal to one percent of the principal of the notes per
month for the first 30 days and two percent of the principal of the
notes per month for each subsequent 30-day period. The company also
must pay these damages if 120% of all shares of common stock underlying
the convertible notes and warrants are not included in an effective
registration statement as of and after December 10, 2001, as determined
using the conversion price in effect on the effective date of the
registration statement.
F-18
NOTE 14 - SUBSEQUENT EVENTS - EMPLOYMENT AGREEMENTS/CONSULTING AGREEMENT
Employment Agreements
---------------------
On October 8, 2001, the Company entered into employment agreements with
Elorian Landers, its Chief Executive Officer, and Clay Border, its
Chief Development Officer. Mr. Landers' employment agreement provides
for an annual base salary of $250,000 and Mr. Border's employment
agreement provides for an annual base salary of $150,000. Each of the
agreements also grants each of the employees a stock option giving them
each the right to purchase up to 3 million shares of our common stock
at an exercise price of $.028 per share. The option exercise price was
70% of the closing price of the common stock on the grant date, and was
determined by the Board to be fair market value because the common
stock underlying the option is subject to transfer restrictions under
applicable securities laws. The stock options expire on October 8,
2006. One half of the stock options vested on the date of grant and the
remaining 1,500,000 shares will vest quarterly over one year at a rate
of 375,000 shares per quarter. The employment agreements also provide
for reimbursement of certain expenses of each of the employees,
including a car allowance of $800 per month, payment of cellular phone
service and a health club membership.
Consulting Agreement
--------------------
On October 8, 2001, we entered into a consulting agreement with Thomas
McCrimmon, in which he agreed to provide us with consulting services in
connection with the identification, analysis and evaluation of possible
merger and acquisition opportunities. In consideration of Mr.
McCrimmon's services, we granted him the option to purchase up to
3,000,000 shares of our common stock at an exercise price of $.028 per
share over a five year period. 1,500,000 shares vested on the date of
grant and the remaining 1,500,000 vest over a one year period at a rate
of 375,000 shares per quarter. The option exercise price was 70% of the
closing price of the common stock on the grant date, and was determined
by the Board to be fair market value because the common stock
underlying the option is subject to transfer restrictions under
applicable securities laws.
NOTE 15 - RELATED PARTY TRANSACTIONS
The Company paid $110,918 in legal fees to a law firm owned by an
outside director. The Company also issued the firm 300,000 shares of
common stock in lieu of a cash retainer and director fees. These shares
were valued at $75,000, which the board determined was the fair market
value of the shares.
The Company paid $55,000 to two related parties, one an outside
director and one a current employee. These payments were for consulting
services.
The Company granted a member of the board of advisors an option to
purchase 75,000 shares of common stock as consideration for services
rendered to the Company. The option has an exercise price of $0.25 and
expires on August 5, 2004. On the grant date, February 5, 2000, 25% of
the shares vested. The remaining shares vest at the rate of 25% each
six months thereafter. The Company's Board of Directors deemed the
exercise price fair value in light of the lack of public market for the
shares, the vesting schedule of shares and the restricted nature of the
shares upon exercise of the option.
F-19
IVG CORP.
INDEX TO EXHIBITS
EXHIBIT NO. TITLE
----------- -----
2.1(1) Agreement and Plan of Reorganization between GeeWhizUSA.com,
Inc. and the company
2.2(2) Agreement and Plan of Exchange between Swan Magnetics, Inc. and
the company
2.3(3) Agreement and Plan of Exchange, dated June 28, 2000, between
Swan Magnetics, Inc. and the company
2.4(4) Amended and Restated Agreement and Plan of Exchange, dated June
28, 2000, among Swan Magnetics, Inc., certain stockholders of
Swan Magnetics, Inc. and the company
2.5(5) Form of Warrant Certificate issued to former stockholders of
Swan Magnetics, Inc.
2.6(5) Reorganization Agreement and Plan of Exchange, dated July 15,
2000, among CyberCoupons.com, Inc., certain stockholders of
CyberCoupons.com, Inc. and the company
2.7(6) Amended and Restated Asset Purchase Agreement and Agreement and
Plan of Merger, dated March 31, 2001, among SES Acquisition
2001, Inc., Cheyenne Management Company, Inc., SES-Corp., Inc.,
certain other persons and the company
2.8(7) Agreement, dated as of August 8, 2001 among the company, Dennis
Lambka and Ronald Bray
2.9(11) Asset and Stock Purchase Agreement, dated October 24, 2001, by
and among GMS Acquisition LLC, Group Management Services, Inc.,
E. Michael Kahoe, James Kahoe and the company
3.1(5) Certificate of Incorporation
3.2(5) Bylaws
4.1(5) Specimen Certificate of Common Stock
4.2(8) 2000 Omnibus Securities Plan
10.1(5) Office Lease between G.P.I. Development, Ltd. and the company
10.2(5) Lease Agreement, dated December 2, 1997, between Southwest
Beltway Limited Partnership and Fyrglas, Inc.
10.3(5) Inventory Credit Line Agreement, effective as of January 22,
2001, between Swan Magnetics, Inc. and the company
10.4(5) Security Agreement, dated July 18, 2000, between Swan Magnetics,
Inc. and the company
10.5(5) Secured Convertible Promissory Note issued by the company to
Swan Magnetics, Inc. on July 18, 2000
10.6(5) Secured Promissory Note issued by the company to Swan Magnetics,
Inc. on October 31, 2000
10.7(5) Secured Promissory Note issued by the company to Swan Magnetics,
Inc. on December 12, 2000
10.8(5) Subscription Agreement, dated February 2, 2001, among Alpha
Capital Aktiengesellschaft, AMRO International, S.A., Markham
Holdings Ltd., Stonestreet Limited Partnership and the company
10.9(5) Form of Convertible Note issued by the company to Alpha Capital
Aktiengesellschaft, AMRO International, S.A., Markham Holdings
Ltd. and Stonestreet Limited Partnership on February 2, 2001
10.10(5) Form of Common Stock Purchase Warrant issued by the company to
Alpha Capital Aktiengesellschaft, AMRO International, S.A.,
Markham Holdings Ltd. and Stonestreet Limited Partnership on
February 2, 2001
10.11(5) Research and Development Agreement, dated November 15, 2000,
between iTVr, Inc. and Swan Magnetics, Inc.
EXHIBIT NO. TITLE
----------- -----
10.12(5) Promissory Note issued by the company to SES-Corp., Inc. on
March 30, 2001
10.13(10) Warrant, dated April 30, 2001, issued by the company to Union
Atlantic Capital, L.C.
10.14(9) Secured Promissory Note issued by the company to Swan Magnetics,
Inc. on August 1, 2001
10.15(9) Voting Agreement, dated August 1, 2000, between the company and
Swan Magnetics, Inc.
10.16(9) Settlement Agreement and General Release, dated August 1, 2000,
between the company and Swan Magnetics, Inc.
10.17(9) Security Agreement, dated September 10, 2001, among Alpha
Capital Aktiengesellschaft, AMRO International, S.A., Markham
Holdings, Ltd., Stonestreet Limited Partnership, the Collateral
Agent (as defined therein), the Shareholders (as defined
therein) and the company
10.18(9) Common Stock Issuance Agreement, dated September 10, 2001, among
the company and the Shareholders (as defined therein)
10.19(11) Employment Agreement, effective as of October 8, 2001, by and
between Elorian Landers and the company
10.20(11) Employment Agreement, effective as of October 8, 2001, by and
between Clay Border and the company
10.21(11) Consulting Agreement, effective as of October 8, 2001, by and
between Thomas L. McCrimmon and the company
21.1(11) Subsidiaries
23.1(11) Consent of Wrinkle, Gardner and Company, P.C.
----------------
(1) Incorporated by reference from the company's Current Report on Form 8-K
dated April 14, 2000, as filed with the SEC on April 17, 2000.
(2) Incorporated by reference from the company's Current Report on Form 8-K
dated July 10, 2000, as filed with the SEC on July 11, 2000.
(3) Incorporated by reference from the company's Current Report on Form
8-K/A dated July 17, 2000, as filed with the SEC on July 18, 2000.
(4) Incorporated by reference from the company's Current Report on Form 8-K
dated September 28, 2000, as filed with the SEC on October 13, 2000.
(5) Incorporated by reference from the company's Annual Report on Form
10-KSB, as filed with the SEC on April 18, 2001.
(6) Incorporated by reference from the company's Current Report on Form 8-K
dated April 1, 2001, as filed with the SEC on April 16, 2001.
(7) Incorporated by reference from the company's Current Report on Form 8-K
dated August 30, 2001.
(8) Incorporated by reference from the company's Registration Statement on
Form S-8, SEC File No. 333-48792, as filed with the SEC on October 27,
2000.
(9) Incorporated by reference from the company's Registration Statement on
Form SB-2/A dated October 10, 2001.
(10) Incorporated by reference from the company's Registration Statement on
Form SB-2 dated May 2, 2001.
(11) Filed herewith.