-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M9YdkIFVoc3h7/d0BO375aZFPLdb/xLsehpkM4doKY9Wc7p0yWeKbOxwiV8sjFpd aCs/YaJJbZhtpzzwhHMW/w== 0000932127-01-000003.txt : 20010402 0000932127-01-000003.hdr.sgml : 20010402 ACCESSION NUMBER: 0000932127-01-000003 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYZONE COM CENTRAL INDEX KEY: 0000932127 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 721148906 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-25022 FILM NUMBER: 1588234 BUSINESS ADDRESS: STREET 1: 6000 FAIRVIEW ROAD STREET 2: SUITE 1410 CITY: CHARLOTTE STATE: NC ZIP: 28210 BUSINESS PHONE: 3019470100 MAIL ADDRESS: STREET 1: 6000 FAIRVIEW ROAD STREET 2: SUITE 1410 CITY: CHARLOTTE STATE: NC ZIP: 28210 FORMER COMPANY: FORMER CONFORMED NAME: EBONLINEINC COM DATE OF NAME CHANGE: 19990715 FORMER COMPANY: FORMER CONFORMED NAME: CERX VENTURE CORP DATE OF NAME CHANGE: 19981116 FORMER COMPANY: FORMER CONFORMED NAME: CERX ENTERTAINMENT CORP DATE OF NAME CHANGE: 19970325 10KSB 1 0001.txt YEAR ENDED DECEMBER 31, 2000 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 10-KSB -------------------------- MARK ONE |X| ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2000 OR |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-25022 MONEYZONE.COM (Name of Small Business Issuer in Its Charter) NEVADA 72-1148906 (State Or Other Jurisdiction Of (I.R.S. Employer Incorporation or Organization) Identification No.) 6000 FAIRVIEW ROAD SUITE 1410 CHARLOTTE, NORTH CAROLINA 28210 (Address Of Principal Executive Offices) (Zip Code) (704) 522-1410 (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: Name of Each Exchange Title of Each Class On Which Registered - -------------------------------------- -------------------------------------- Common Stock, par value $.15 per share The common stock is quoted on the Over-the-Counter Bulletin Board Check whether the issuer (1) filed all reports required to be filed by Section 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 disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the 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. |_| State issuer's revenues for its most recent fiscal year: $69,743 The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average of the bid and ask price of such common equity on March 28, 2001 was approximately $556,001. The total number of shares of the registrant's Common Stock, par value $.15 per share, outstanding on March 30, 2001 was 100,000. Transitional Small Business Disclosure Format: Yes |_| No |X| Part III of this report incorporates by reference information from the issuer's proxy statement to be filed by the issuer in connection with its annual meeting of stockholders for the calendar year ended December 31, 2000. ================================================================================ MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) INDEX TO FORM 10-KSB
PAGE ---- PART I Item 1. Description of Business......................................... 3 Item 2. Description of Property......................................... 5 Item 3. Legal Proceedings............................................... 5 Item 4. Submission of Matters to a Vote of Security Holders............. 5 PART II Item 5. Market for Common Equity and Related Stockholder Matters........ 6 Item 6. Management's Discussion and Analysis or Plan of Operation....... 7 Item 7. Financial Statements Index to Historical Financial Statements..................... 9 Independent Auditors' Reports................................ 10 Balance Sheets............................................... 12 Statements of Operations..................................... 13 Statements of Changes in Shareholders' Equity (Deficit)...... 14 Statements of Cash Flows..................................... 17 Notes to Financial Statements................................ 19 Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure........................... 24 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act............. 25 Item 10. Executive Compensation.......................................... 25 Item 11. Security Ownership of Certain Beneficial Owners and Management.. 25 Item 12. Certain Relationships and Related Transactions.................. 25 Item 13. Exhibits, List and Reports on Form 8-K.......................... 26 Signatures................................................................. 27
- 2 - PART I ITEM 1. DESCRIPTION OF BUSINESS SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Certain information set forth in this report includes "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, we may publish forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, or make oral statements that constitute forward-looking statements. These forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products, anticipated market performance and similar matters. The words "budgeted", "anticipate", "project", "estimate", "expect", "may", "believe", "potential" and other similar statements are intended to be among the statements that are considered forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which are made as of the date hereof. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, we caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. These risks and uncertainties, many of which are beyond our control, include, but are not limited to: o transaction volume in the securities markets o the volatility of the securities markets o fluctuations in interest rates o changes in regulatory requirements which could affect the cost of doing business o fluctuations in currency rates o general economic conditions, both domestic and international o changes in the rate of inflation and related impact on securities markets o competition from existing financial institutions and other new participants in the securities markets o legal developments affecting the litigation experience of the securities industry o changes in federal and state tax laws which could affect the popularity of products sold by us o significant and rapid changes in technology which could negatively affect our Internet related projects. We undertake no obligation to release publicly any revisions to the forward looking statements to reflect events or circumstances after the date hereof or to reflect unanticipated events or developments. IMPORTANT TERMS In this report we use the terms "we," "us" and "our" to refer to MoneyZone.com. The term SEC is sometimes used to simplify references to the U.S. Securities and Exchange Commission. - 3 - GENERAL MoneyZone.com is an Internet-based business, consisting of approximately twenty-five websites, designed to facilitate commercial loans and other corporate finance activities. The address for our primary website is www.MoneyZone.com. We launched our current website on January 18, 2000, and have registered more than 10,000 members. We also have a wholly owned subsidiary, MoneyZone Capital Corp., a Delaware Corporation, which is currently inactive. BACKGROUND MoneyZone.com was formed on April 4, 1989, under the name Chelsea Atwater, Inc. On March 19,1997, we changed our name to Cerx Entertainment Corporation, and on March 23, 1998, changed our name to Cerx Venture Corporation. Prior to 1996, we had limited operations, while we were seeking a business to acquire. On July 15, 1999, we effected a merger with EBonlineinc.com, Inc., a Delaware corporation, and changed our name to MoneyZone.com. We completed the development of our primary website and launched it on January 18, 2000. CURRENT OPERATIONS MoneyZone.com operates websites which provide four primary services to its customers: o the ability to apply for a commercial loan from a network of approximately 75 lenders, o the ability to list a business for sale, o the ability to post an equity funding request, o search capabilities for professional service providers. Our marketing efforts are currently restricted to online search engine submissions and co-branding programs with other website operators, as we have discontinued all paid advertising and marketing through direct mail, print and other media. Our revenue sources are loan referral fees from lenders and membership fees. COMPETITION We are engaged in a highly competitive business. With respect to one or more of our businesses, we have competition from investment banks, loan brokers, and business brokers as well as many online competitors offering similar services. We attempt to differentiate ourselves from our competitors on the basis of our brand name, lender network and customer service. EMPLOYEES As of December 31, 2000, we had 2 full-time employees. No employees are covered by collective bargaining agreements. SUBSEQUENT EVENTS On December 1, 2000, we announced that we would explore strategic alternatives for MoneyZone.com, including a sale or merger. Based upon revenues generated during fiscal year 2000, our management determined that we could not achieve profitability within a reasonable time frame, and we began to seek alternatives and acted to preserve remaining capital. During December 2000, all of the employees were terminated with the exception of the President and the Director of Administration. We had discussions with several potential acquirers or merger partners during December 2000, and January and February 2001, but no acceptable offers were received as a result of these discussions. On March 7, 2001, we announced an agreement with the holder of our 6% Convertible Debentures, Global Capital Partners, Inc., to convert the outstanding principal and interest balance of $2,471,559 into 56,327 shares of our common stock, resulting in 100,000 shares of total issued and outstanding common stock as of this filing date. The agreement provides that the remaining 9,581 shares otherwise due to Global Capital Partners, - 4 - Inc., would be exchanged for all of the assets of MoneyZone.com including without limitation, domain names, trademarks, loan processing software, logos and designs, and furniture and equipment. The transfer of the assets is subject to the approval of the holders of a majority of the outstanding shares and compliance with the Securities Exchange Act of 1934, as amended. A total of 65,908 shares were due under the terms of the 6% Convertible Debentures at the date of conversion. On March 20, 2001, we announced that our board of directors had adopted resolutions approving (i) a reverse stock split (the "Reverse Stock Split") of our outstanding common stock, par value $.001 per share, to become effective at 5:00 p.m. on March 30, 2001, by issuing one newly issued share of common stock for each 150 shares of our presently issued and outstanding common stock; and (ii) after effecting the Reverse Stock Split, increasing the number of authorized shares from 333,333 shares to 50,000,000 shares. The increase in the number of authorized shares is subject to the approval of the holders of a majority of the outstanding shares and compliance with the Securities Exchange Act of 1934, as amended. Unless otherwise noted, all references to shares and share prices, including retroactive treatment, reflect the reverse split on the basis of the effective ratio. ITEM 2. DESCRIPTION OF PROPERTY We do not own any real property. We lease approximately 5,000 square feet as our corporate headquarters, which lease expires on August 31, 2002. ITEM 3. LEGAL PROCEEDINGS We are not currently a party to any legal proceeding, and none of our officers, directors or affiliates and no beneficial owner of more than five percent of any of our voting securities is a party to a proceeding in which any of them have a position or interest adverse to us. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None - 5 - PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MoneyZone's Common Stock is traded on the Over the Counter Bulletin Board under the symbol "MNZN" (previously, the symbol was "EBOL"). The following table sets forth the reported high and low bid quotations on a calendar year basis of the Common Stock for the periods indicated. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. COMMON STOCK ------------------------- HIGH LOW -------- ---------
FISCAL 1999 First Quarter N/A N/A Second Quarter N/A N/A Third Quarter $6.4375 $4.7500 Fourth Quarter $6.0000 $4.6250 FISCAL 2000 First Quarter $9.3750 $5.0000 Second Quarter $7.0625 $2.8750 Third Quarter $5.5000 $2.6250 Fourth Quarter $3.1875 $0.5100 FISCAL 2001 First Quarter (through March 28, 2001) $0.5625 $0.1600
On March 28, 2001, the closing bid price for our common stock as reported on the Over the Counter Bulletin Board was $0.16 per share. On that date, there were approximately 108 holders of record of our common stock, including entities which hold stock in street name on behalf of other beneficial owners. We have not paid any cash dividends on our common stock to date, and do not anticipate declaring or paying any dividends in the foreseeable future. We anticipate that for the foreseeable future we will follow a policy of retaining earnings, if any, in order to finance our business. Payment of dividends is within the discretion of our Board of Directors and will depend upon our earnings, capital requirements and operating and financial condition, among other factors. - 6 - ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION OPERATIONS On December 31, 2000, we had reduced our operations to a minimum operating level in contemplation of a sale or merger. RESULTS OF OPERATIONS GENERAL OVERVIEW As of December 31, 2000, we had reduced our operations to a minimum operating level in contemplation of a sale or merger. Subsequent to December 31, 2000, the remaining assets of MoneyZone.com were sold to Global Capital Partners, Inc. in exchange for forgoing the issuance of 9,581 shares of our common stock, which was due Global Capital Partners, Inc. under the terms of MoneyZone.com's 6% Convertible Debentures. The transfer of the assets is subject to the approval of the holders of a majority of the outstanding shares and compliance with the Securities Exchange Act of 1934, as amended. RESULTS OF OPERATIONS During the twelve months ended December 31, 2000, we had service revenues of $69,743 and incurred a net loss from operations of $4,984,699. Expenses for this year are related primarily to website development, sales and marketing costs, general and administrative expenses and interest expense. During the twelve months ended December 31, 1999, we had revenues of $710, and a net loss from operations of $304,693. Expenses for this year are related primarily to the development of the proprietary website, to accounting fees, and to costs relating to our SEC filings. LIQUIDITY AND CAPITAL RESOURCES We had $71,062 in cash at December 31, 2000, and had trade accounts payable in the amount of $196,775. We are negotiating with our vendors to reduce the balances on these accounts. ACQUISITIONS On June 28, 1999, our then majority stockholder and EBonlineinc.com, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger providing for the merger of EBonlineinc.com, Inc. into our corporation. On July 15, 1999, we filed the Articles of Merger and the Certificate of Merger with the Secretaries of State of the states of Nevada and Delaware, respectively, consummating the merger. Immediately prior to the merger, we changed our name from Cerx Venture Corporation to EBonlineinc.com, effected a reverse stock split of its issued and outstanding shares of common stock on a on a three-and-one-half-for-ten (3.5:10) basis, and cancelled 117,765 shares of our common stock. We are continuing as the sole surviving corporation and the separate existence of EBonlineinc.com, Inc. ceased effective as of July 15, 1999. The merger was valued at $1,000, the fair market value of the assets of the non-surviving company. Immediately prior to the consummation of the merger there were 1,633,227 outstanding shares of our common stock and immediately thereafter there were 5,500,000 outstanding shares of our common stock. Also in connection with this merger, one of our primary shareholders agreed to forgive his cash loans and advances together with accrued interest. NEW ACCOUNTING STANDARDS In June 1998, the FASB issued SFAS No. 133, as amended by SFAS No. 138 in June 2000, "Accounting For Certain Derivative Instruments and Hedging Activities." This Statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. SFAS No. 133, as amended, is effective for fiscal years beginning after June 15, 2000. At this time, we do not anticipate a material impact on the results of operations since we do not use derivatives in the ordinary and normal course of business. - 7 - SELECTED FINANCIAL DATA The historical selected financial data set forth below for the respective periods are derived from our financial statements included elsewhere in this Form 10-KSB and should be read in conjunction with those financial statements and notes thereto. Those financial statements have been audited by Spicer, Jeffries & Co., independent certified public accountants. Spicer, Jeffries & Co.'s report with respect thereto appears elsewhere in this Form 10-KSB.
APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, DECEMBER 31, DECEMBER 31, 2000 1999 2000 ------------ ------------- --------------- BALANCE SHEET DATA Assets $ 720,062 $ 1,713,217 Liabilities 3,485,123 44,335 Stockholders' equity (2,765,061) 1,668,882 STATEMENT OF OPERATIONS DATA REVENUES Operating revenues, net $ 69,743 $ 710 $ 70,453 EXPENSES Operating expenses 4,559,023 305,403 5,284,690 Loss from disposal of business 531,771 - 531,771 Net loss (4,984,699) (304,693) (5,709,656) Net loss per share (119.32) (12.76)
- 8 - ITEM 7. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS Independent Auditors' Reports.............................................. 10 Balance Sheets............................................................. 12 Statements of Operations................................................... 13 Statement of Changes in Shareholders' Equity (Deficit)..................... 14 Statements of Cash Flows................................................... 17 Notes to Financial Statements.............................................. 19
- 9 - INDEPENDENT AUDITORS' REPORT To The Shareholders of MoneyZone.com Charlotte, North Carolina We have audited the accompanying balance sheet of MoneyZone.com (a development stage company) as of December 31, 2000 and 1999, and the related statements of operations, shareholders' equity (deficit), and cash flows for the years then ended, and the 2000 and 1999 amounts included in the cumulative amounts from April 4, 1989 (inception) to December 31, 2000. These financial statements are the responsibility of the management of MoneyZone.com. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MoneyZone.com (a development stage company) as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended and the 2000 and 1999 amounts included in the cumulative amounts from April 4, 1989 (inception) to December 31, 2000, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered significant losses from operations and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. /s/ SPICER, JEFFRIES & CO. Denver, Colorado February 20, 2001 (except with respect to Note 8, as to which the date is March 12, 2001) - 10 - INDEPENDENT AUDITORS' REPORT To The Shareholders of MoneyZone.com (formerly Cerx Venture Corporation) Charlotte, North Carolina I have audited the balance sheet of MoneyZone.com (formerly Cerx Venture Corporation) (a development stage company) as of December 31, 1998, and the related statements of operations, cash flows and changes in stockholders' equity for the year then ended and the 1998, 1997 and 1996 amounts included in the cumulative amounts from April 4, 1989 (inception) through December 31, 1998. These financial statements are the responsibility of the management of MoneyZone.com (formerly Cerx Venture Corporation). My responsibility is to express an opinion on these financial statements based on my audit. The financial statements of MoneyZone.com (formerly Cerx Venture Corporation) (a development stage company) for the period from April 4, 1989 (inception) to December 31, 1995, were audited by other auditors whose opinion, dated February 29, 1996, on those financials was unqualified. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I 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 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. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MoneyZone.com (formerly Cerx Venture Corporation) (a development stage company) as of December 31, 1998, and the results of its operations and cash flows for the year then ended and the 1998, 1997 and 1996 amounts included in the cumulative amounts from April 4, 1989 (inception) through December 31, 1998, in conformity with generally accepted accounting principles. /s/ Stephen M. Siedow, P.C. March 29, 1999 Aurora, Colorado - 11 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (NOTE 1)
DECEMBER 31, DECEMBER 31, 2000 1999 --------------- --------------- ASSETS Current Assets Cash $ 71,062 $ 974,611 Marketable securities - 270,000 Related party receivable (Note 3) 600,000 - Prepaid expenses and other 35,000 353,334 --------------- --------------- Total Current Assets 706,062 1,597,945 Property & equipment, net of accumulated depreciation of $ 0 and $2,780 14,000 115,272 --------------- --------------- Total Assets $ 720,062 $ 1,713,217 =============== =============== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 196,775 $ 44,335 Accrued liabilities from discontinued operations 238,348 - Accrued interest 50,000 - Convertible debenture (Note 3) 3,000,000 - --------------- --------------- Total liabilities 3,485,123 44,335 --------------- --------------- Commitments and contingencies (Notes 1 and 5) Shareholders' equity (deficit)(Note 3) Common stock; $.15 par value; authorized 50,000,000 shares; 41,873 and 41,638 shares issued and outstanding at December 31, 2000 and 1999 6,281 6,246 Additional paid in capital 2,938,314 2,387,593 Deficit accumulated during development stage (5,709,656) (724,957) ---------------- --------------- Total shareholders' equity (deficit) (2,765,061) 1,668,882 ---------------- --------------- Total Liabilities and Shareholders' Equity (Deficit) $ 720,062 $ 1,713,217 ================ ===============
See accompanying notes to financial statements. - 12 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (NOTE 1)
APRIL 4, 1989 FOR THE YEARS ENDED (INCEPTION) TO DECEMBER 31, DECEMBER 31, ------------------------------- -------------- 2000 1999 2000 -------------- --------------- -------------- Service Income $ 69,743 $ 710 $ 70,453 Interest Income 36,352 - 36,352 -------------- --------------- -------------- Total Income 106,095 710 106,805 -------------- --------------- -------------- Costs and expenses Costs related to attempted Sales and marketing costs 616,203 - 616,203 General and administrative 1,061,579 213,307 1,417,924 Interest and financing costs 1,066,250 6,365 1,091,357 Consulting fees 502,191 - 502,191 Loss on sale of marketable securities 602,891 - 602,891 Offering costs - - - -------------- --------------- -------------- Total costs and expenses 4,559,023 305,403 5,284,690 -------------- --------------- -------------- Loss prior to disposal of business (4,452,928) (304,693) (5,177,885) Loss from disposal of business including provision of $115,398 for operating losses during the phase-out period ( 531,771) - ( 531,771) -------------- --------------- -------------- Net loss $ (4,984,699) $ (304,693) $ (5,709,656) ============== =============== ============== Basic and diluted net loss per common share $ (119.32) $ (12.76) ============== =============== Weighted average common shares outstanding 41,776 23,888 ============== ===============
See accompanying notes to financial statements. - 13 - MONEYZONE.COM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (A DEVELOPMENT STAGE COMPANY) APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2000
DEFICIT ADDITIONAL ACCUMULATED COMMON STOCK PAID IN FROM SHARES AMOUNT CAPITAL INCEPTION -------- ---------- ----------- ----------- Balance, April 4, 1989 (inception) - $ - $ - $ - Common stock issued for cash, March 29, 1989 at $2.55 per share 881 132 2,118 Common stock issued for cash, March 29, 1989 at $5.27 per share 1,983 297 10,453 Common stock issued for cash, April 3, 1989 at $5.27 per share 461 69 2,431 Common stock issued for cash, April 7, 1989 at $2.55 per share 196 29 471 Common stock issued for cash, April 7, 1989 at $5.27 per share 277 42 1,458 Common stock issued for cash, May 23, 1989 at $.92 per share 381 57 293 Common stock issued for cash, May 23, 1989 at $1.70 per share 675 101 1,049 Common stock issued for cash, May 31, 1989 at $.92 per share 43 7 33 Net loss (825) ------------------------------------------- Balances at December 31, 1989 4,897 734 18,306 (825) Net Loss (18,014) ------------------------------------------- Balances at December 31, 1990 4,897 734 18,306 (18,839) Net Loss (59) ------------------------------------------- Balances at December 31, 1991 4,897 734 18,306 (18,898) Net Loss (142) ------------------------------------------- Balances at December 31, 1992 4,897 734 18,306 (19,040) Net Loss 0 -------------------------------------------
See accompanying notes to financial statements. - 14 - MONEYZONE.COM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)(CONTINUED) (A DEVELOPMENT STAGE COMPANY) APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2000
DEFICIT ADDITIONAL ACCUMULATED COMMON STOCK PAID IN FROM SHARES AMOUNT CAPITAL INCEPTION -------- ---------- ----------- ----------- Balances at December 31, 1993 4,897 $ 734 $ 18,306 $ (19,040) Common stock issued for out of pocket expenses incurred, valued at $.92 per share 1,610 242 1,238 - Net loss (1,787) ------------------------------------------- Balances at December 31, 1994 6,507 976 19,544 (20,827) Net loss (12,773) ------------------------------------------- Balances at December 31, 1995 6,507 976 19,544 (33,600) Common stock issued for out of pocket expenses incurred, valued at $9.20 per share 268 40 2,425 Common stock issued pursuant to an asset purchase agreement, valued at $2.60 per share 2,601 390 Recission of common stock issued pursuant to an asset purchase agreement, valued at $2.60 per share ( 2,601) (390) Common stock issues for out of pocket expenses and legal fees incurred, valued at $36.75 per share 4,004 601 146,566 Net loss (233,902) ------------------------------------------- Balances at December 31, 1996 10,779 1,617 168,535 (267,502) Common stock issued for cash, May 8, 1997 at $22.94 per share 109 16 2,484 Related party forgiveness of debt 53,343 Net loss (134,352) ------------------------------------------- Balances at December 31, 1997 10,888 1,633 224,362 (401,854) Net loss (18,410) -------------------------------------------
See accompanying notes to financial statements. - 15 - MONEYZONE.COM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)(CONTINUED) (A DEVELOPMENT STAGE COMPANY) APRIL 4, 1989 (INCEPTION) TO DECEMBER 31, 2000
DEFICIT ADDITIONAL ACCUMULATED COMMON STOCK PAID IN FROM SHARES AMOUNT CAPITAL INCEPTION -------- ---------- ----------- ----------- Balances, December 31, 1998 10,888 $ 1,633 $ 224,362 $ (420,264) EBonlineinc.com, Inc. acquisition 25,778 3,867 (2,867) Related party forgiveness of debt 205,898 Issuance of common stock at $450 per share, less offering costs of $654,893 4,889 733 1,544,379 Issuance of common stock in connection with acquisition of property at $750 per share 83 13 62,487 Issuance of warrant for future consulting 353,334 Net loss (304,693) ------------------------------------------- Balances, December 31, 1999 41,638 6,246 2,387,593 (724,957) ------------------------------------------- Issuance of common stock in connection with debenture offering at $675 per share (Note 3) 200 30 134,970 Issuance of warrants at $232.50 per warrant (Note 3) 387,500 Issuance of common stock for services provided at $833.73 per share 15 2 12,504 Issuance of common stock for services provided at $787.50 per share 20 3 15,747 Net loss (4,984,699) ------------------------------------------- Balances, December 31, 2000 41,873 $ 6,281 $2,938,314 $(5,709,656) ===========================================
See accompanying notes to financial statements. - 16 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (NOTE 1)
APRIL 4, 1989 FOR THE YEARS ENDED (INCEPTION) TO DECEMBER 31, DECEMBER 31, ------------------------------- -------------- 2000 1999 2000 -------------- --------------- -------------- Cash flows from operating activities Net loss $ (4,984,699) $ (304,693) $ (5,709,656) Adjustments to reconcile net loss to net cash used in operating activities: Loss from disposal of business 531,771 - 531,771 Accretion of interest and financing costs 1,022,500 - 1,022,500 Write-down to market of trading securities - 27,398 27,398 Depreciation and amortization 66,666 2,778 69,444 Loss on sale of marketable securities 602,891 - 602,891 Capital contributed by shareholder for legal fees - - 53,343 Common stock issued for costs advanced and services 28,256 - 179,368 Changes in operating assets and liabilities Prepaid expenses and other 318,334 - 318,334 Accounts payable 152,440 41,755 196,775 Accrued liabilities (13,050) - (13,050) Accrued interest 50,000 - 68,741 -------------- --------------- -------------- Net cash used in operating activities (2,224,891) (232,762) (2,652,141) -------------- --------------- -------------- Cash flows from investing activities Purchase of property and equipment (280,767) (55,550) (336,317) Proceeds from sale of property and equipment 35,000 - 35,000 Purchase of marketable securities (1,000,035) (297,398) (1,297,433) Proceeds from sale of marketable securities 667,144 - 667,144 Net cash acquired on acquisition of EBonlineinc.com, Inc. - 1,000 1,000 -------------- --------------- -------------- Net cash used in investing activities (578,658) (351,948) (930,606) -------------- --------------- -------------- Cash flows from financing activities Proceeds from issuance of convertible debenture 1,977,500 - 1,977,500 Proceeds from issuance of warrants and common stock, net 522,500 1,545,112 2,089,152 Proceeds from notes payable - - 159,372 Advances (to)/from stockholders (600,000) 13,195 (572,215) -------------- --------------- -------------- Net cash provided by financing activities 1,900,000 1,558,307 3,653,809 -------------- --------------- -------------- Net increase (decrease) in cash (903,549) 973,597 71,062 Cash and cash equivalents, beginning of period 974,611 1,014 - -------------- --------------- -------------- Cash and cash equivalents, end of period $ 71,062 $ 974,611 $ 71,062 ============== =============== ==============
See accompanying notes to financial statements. - 17 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (CONTINUED) (NOTE 1)
APRIL 4, 1989 FOR THE YEARS ENDED (INCEPTION) TO DECEMBER 31, DECEMBER 31, ------------------------------- -------------- 2000 1999 2000 -------------- --------------- -------------- Supplemental disclosure of cash flow information Common stock issued for property $ - $ 62,500 $ 62,500 =============== =============== ============== Common stock issued for services $ 28,256 $ 353,334 $ 381,590 =============== =============== ============== Forgiveness of debt $ - $ 205,898 $ 205,898 =============== =============== ============== The Company purchased all of the common stock of EBonline.com, Inc. for stock. In connection with the acquisition, the fair value of net assets acquired was as follows: Fair value of assets $ 15,681 Liabilities assumed (14,681) --------------- Common stock issued $ 1,000 ===============
See accompanying notes to financial statements. - 18 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1. ORGANIZATION, BUSINESS, AND CONSOLIDATION The financial statements presented are those of MoneyZone.com, a Nevada corporation and a development stage company (the "Company"). The Company was incorporated on April 4, 1989 under the laws of the State of Nevada under the name Chelsea Atwater, Inc., later changing its name to CERX Entertainment Corporation and subsequently to CERX Entertainment Corporation, CERX Venture Corporation and, on July 8, 1999, in connection with the merger of EBonlineinc.com, Inc., a Delaware corporation, with the Company, to EBonlineinc.com. Upon consummation of the merger, EBonlineinc.com, Inc. ceased to exist and the Company was the sole surviving entity. On December 16, 1999, the Board of Directors approved the Company changing its name to MoneyZone.com. The Company's activities to date have been directed toward raising capital, developing, implementing and marketing an Internet site designed to facilitate mergers, acquisitions, and the funding of corporate finance activities. The Company has suffered significant losses from operations and has a working capital deficiency that raises substantial doubt about its ability to continue as a going concern. In December 2000, the Board of Directors approved the discontinuance of operations of its online internet related corporate finance activities. Subsequently, the Company began exploring strategic alternatives, including a sale, merger or liquidation. Note 2. Summary of Significant Accounting Policies Use of Estimates in the Preparation of Financial Statements 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Management believes that the estimates utilized in the preparation of financial statements are prudent and reasonable. Deferred Income Taxes Deferred income taxes reflect temporary differences in reporting results of operations for income tax and financial accounting purposes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Stock-Based Compensation In October, 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation" SFAS No. 123 encourages, but does not require, companies to record compensation expense for stock-based employee compensation plans at fair value. The Company has elected to account for its stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25). Under the provisions of APB No. 25, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's common stock at the date of grant over the amount an employee must pay to acquire the stock. Loss Per Common Share Loss per common share is computed by dividing the net loss by the weighted average shares outstanding during the period. Common stock equivalents are not included in the weighted average calculation since their effect would be anti-dilutive. - 19 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) MARKETABLE SECURITIES The Company classifies its marketable securities as available for sale. Available for sale securities are carried at fair market value, with unrealized gains and losses reported as a separate component of shareholders' equity. During the year ending December 31, 2000, the Company sold securities with a cost (determined on a specific identification basis) of $1,270,035 for $667,144 resulting in realized losses of $602,891. FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS 107, "Disclosures about Fair Value of Financial Instruments," requires the Company to report the fair value of financial instruments, as defined. Substantially all of the Company's assets and liabilities are carried at fair value or contracted amounts which approximate fair value. Estimates of fair value are made at a specific point in time, based on relative market information and information about the financial instrument, specifically, the value of the underlying financial instrument. PROPERTY AND EQUIPMENT Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful life of the related assets of five years. CASH AND CASH EQUIVALENTS For purposes of the financial statements, the Company considers all demand deposits held in banks and certain highly liquid investments with maturities of 90 days or less other than those held for sale in the ordinary course of business to be cash equivalents. RECLASSIFICATIONS Certain amounts in prior periods have been reclassified to conform to the current presentation. NOTE 3. SHAREHOLDERS' EQUITY (DEFICIT) AND RELATED PARTY TRANSACTIONS COMMON STOCK In 1989, the Company sold 4,897 shares of common stock to fifteen persons for the aggregate sum of $19,040. Of these shares 1,752 common shares were sold to officers and directors of the Company for $3,900. On September 21, 1994, the Company issued 1,610 shares of common stock to John D. Brasher Jr., the Company's principal shareholder and president for out of pocket expenses paid on behalf of the Company. These shares were valued at $.92 per share or $1,480. On December 31, 1996, the Company issued 4,004 shares of common stock to John D. Brasher Jr., for Company expenses, advances, and legal services provided by Brasher & Company. These shares were valued at $36.75 per share or $147,167. On May 8, 1997, the Company sold 109 shares of common stock to a corporation for cash of $2,500. - 20 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 3. SHAREHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS (CONTINUED) On October 1, 1999 the Company sold 4,889 common shares pursuant to a private placement offering at $450 per share. Costs of the offering were $654,893, leaving net proceeds to the Company of $1,545,112. In connection with this offering, warrants to purchase 489 shares of the Company's common stock at $450 per share were issued to the private placement agent. These warrants will expire five years from the date of issuance. On December 15, 1999 the Company issued warrants to purchase 1,178 shares of the Company's common stock at $450 per share under a one year consulting agreement. The warrants will expire on December 31, 2002. On September 17, 2000 the Company entered into a debenture financing agreement with Cortlandt Investors, LLC, whereby an amount of $2,500,000 was advanced to the Company in the form of convertible debentures. The debentures paid an accrued interest rate of 6% and were due and payable on September 15, 2002. The debenture may be converted into shares of the Company's common stock at a conversion price equal to the lesser of (i) $4.00 per share or (ii) 80% of the average of the lowest three closing bid prices for the Company's common stock during the preceding 30 trading days. The Company may elect to prepay the debenture at any time prior to January 15, 2001 for an amount equal to 120% of the outstanding principal amount. As part of the agreement, the Company also was required to issue 200 shares of common stock (valued at the current market price) and warrants to purchase 1,667 shares of the Company's common stock at an exercise price of $600 per share (valued using the Black-Scholes option pricing model). The warrants expire on September 15, 2005. As additional collateral to the September 2000 issuance of convertible debentures, Global Capital Partners, Inc. (GCAP), at the time a 31% shareholder of MoneyZone.com, provided to Cortlandt Investors, LLC, a right to exhange the MoneyZone.com debenture for a convertible debenture, at 120% of the outstanding amount or $3,000,000, between January 2001 and March 2001. On January 16, 2001, Cortlandt Investors, LLC notified the companies of their intent to exchange the MoneyZone.com debentures and warrants for the GCAP debentures and warrants. As a result, GCAP assumed the Company's liability with respect to the debenture in the amount of $3,000,000. On March 7, 2001, the Company entered into an agreement with GCAP to convert the outstanding principal and interest balance on its convertible debenture, net of its receivable from GCAP of $600,000 into shares of the Company's common stock based on the terms of the debenture as described above. This conversion would have entitled GCAP to convert into 65,908 shares of common stock. However, GCAP agreed to forego the receipt of 9,581 common shares in return for certain assets of the Company including domain names, logos and designs and furniture and equipment. As a result of this transaction, GCAP became a 69% shareholder of the Company (See Note 8). NOTE 4. MERGER On June 28, 1999, the Company, the Company's then majority stockholder and EBonlineinc.com, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger providing for the merger of EBonlineinc.com, Inc. with and into the Company. On July 15, 1999, the Company filed the Articles of Merger and the Certificate of Merger with the Secretaries of State of the states of Nevada and Delaware, respectively, consummating the merger. Immediately prior to the merger, the Company changed its name from Cerx Venture Corporation to EBonlineinc.com, effected a reverse stock split of its issued and outstanding shares of common stock on a three-and-one-half-for-ten (3.5:10) basis, and cancelled 785 shares of Registrant Common Stock. The Company is continuing as the sole surviving corporation and the separate existence of EBonlineinc.com, Inc. ceased effective as of July 15, 1999. The merger was valued at $1,000, the fair market value of the assets of the non-surviving company. Immediately prior to the consummation of the merger there were 10,888 outstanding shares of the Company's common stock and immediately thereafter there were 36,666 outstanding shares of the Company's common stock. - 21 - MONEYZONE.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 5. COMMITMENTS The Company entered into a lease agreement beginning in January 2000 for office space in Charlotte, North Carolina. Minimum future rentals under this non-cancelable lease are as follows: Year Amount 2001 $ 81,600 2002 47,600 ----------- Total $ 129,200 ----------- Because the Company vacated this office space due to discontinuing operations, it has accrued and recorded the liability for all future lease commitments as of December 31, 2000. NOTE 6. STOCK OPTIONS 2000 COMPENSATORY STOCK OPTION PLAN In 2000, the Company adopted a stock option plan. The purpose of the Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, by offering them an opportunity to participate in the Company's future performance through awards of stock option bonuses. The price per share of common stock is generally 100% of the value of a minority non-marketable share of common stock as determined on the valuation date preceding the date of the grant. Each option may be exercised during a period of ten years from the date of the grant. Vesting is generally over a period of five years. The following table describes information relating to the equity stock option plan activity for the year ending December 31, 2000. INCENTIVE PLAN EXERCISE STOCK OPTION PRICE -------------- -------- Number of Options Granted 269,000 $450 Number of Options Forfeited (269,000) In December 2000, business operations of the Company had been reduced to a minimum operating level in contemplation of a sale or merger. As of December 31, 2000, only two employees remained. No employees exercised any options of the Company and all issued options of the Company were either forfeited or returned to the Company. NOTE 7. INCOME TAXES The Company has an unused net operating loss carryforward of approximately $5,282,000, expiring in various periods through 2016. However, the ability to utilize such losses to offset future taxable income is subject to various limitations imposed by the rules and regulations of the Internal Revenue Service. A portion of the net operating losses is limited each year to offset future taxable income, if any, due to the change in ownership of MoneyZone.com's outstanding common stock. This net operating loss carryforward may result in future income tax benefits of approximately $2,039,908; however, because realization is uncertain at this time, a valuation reserve in the same amount has been established. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. - 22 - MONEYZONE.COM (A COMPANY IN THE DEVELOPMENT STAGE) NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 7. INCOME TAXES (CONTINUED) Significant components of the Company's deferred tax liabilities and assets as of December 31, 2000 and 1999 are as follows: 2000 1999 --------------- --------------- Deferred tax liabilities $ - $ - --------------- --------------- Deferred tax assets: Net operating loss carryforward 2,039,908 100,980 Valuation allowance (2,039,908) (100,980) --------------- --------------- $ - $ - =============== =============== The valuation allowance for deferred tax assets increased by $1,938,928 and $100,980 during 2000 and 1999, respectively. NOTE 8. EVENTS SUBSEQUENT TO DATE OF AUDITORS' REPORT On March 7, 2001, the Company agreed with Global Capital Partners' Inc. (GCAP) to convert the outstanding principal and interest balance, net of its receivable from GCAP, into 56,327 shares of the Company's common stock (also see Note 3). On March 20, 2001, the Company announced a 1 to 150 reverse stock split whereby each 150 shares of the Company's outstanding common stock will be exchanged for one newly issued share. The split will be effective as of March 30, 2001. Unless otherwise noted, all references to shares and share prices, including retroactive treatment, reflect the reverse split on the basis of the effective ratio. - 23 - ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND FINANCIAL DISCLOSURE Effective September 3, 1999, we dismissed Stephen M. Siedow, P.C., our former accountant previously engaged as the principal accountant to audit our financial statements. The decision to change accountants was approved by our board of directors. No report of Stephen M. Siedow, P.C., on our financial statements of either of the past two fiscal years or any subsequent interim period contained an adverse opinion or a disclaimer of an opinion, or was qualified or modified as to audit scope or accounting principles. However, the auditor's report contained an uncertainty regarding the company's ability to continue as a going concern. During the past two fiscal years and subsequent interim periods preceding our dismissal of Stephen M. Siedow, P.C., there were no disagreements with Stephen M. Siedow, P.C., on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Stephen M. Siedow, P.C., would have caused it to make reference to the subject matter thereof in connection with its report. Effective September 3, 1999, we engaged Spicer, Jeffries & Co. as the principal accountant to audit our financial statements. On November 12, 1999, we filed with the SEC an amendment to our Current Report on Form 8-K initially filed on September 10, 1999. The amendment contained a letter from our former accountant concerning the statements made in our initial Current Report on Form 8-K regarding our former accountant. We hereby incorporate that letter by reference to the amended Form 8-K and have included it as an exhibit to this annual report. The Company has had no disagreements with Spicer, Jeffries & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Spicer, Jeffries & Co., would have caused it to make reference thereto in their report on the financial statements. - 24 - PART III ITEMS 9-12 (INCLUSIVE) The information required by Items 9, 10, 11 and 12 will appear in the proxy statement for our annual meeting of stockholders for the year ended December 31, 2000, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 and which is incorporated by reference in this Annual Report on Form 10-KSB pursuant to General Instructions E(3) of Form 10-KSB (other than those portions not deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934). In addition, the information set forth below is only a portion of the information required by Item 9. EXECUTIVE OFFICERS AND DIRECTORS The following table sets forth the names and ages for the members of our Board of Directors, our executive officers, and the positions held by each of them: NAME AGE POSITION - --------------------- ------ -------------------------- Martin A. Sumichrast 35 Chairman, Director Randall F. Greene 51 President, Chief Executive Officer and Director Craig B. Kendall 44 Chief Financial Officer MARTIN A. SUMICHRAST, the Chairman of the Board, has served as Chairman of the Board, Chief Executive Officer and President of Global Capital Partners, Inc. since December 1998, Vice Chairman since March 1997, and a Director since its inception in 1993. Mr. Sumichrast is a founder of Global Capital Partners, Inc. and was formerly Executive Vice President and Chief Financial Officer. RANDALL F. GREENE, the President, Chief Executive Officer and Director, joined MoneyZone.com in December 1999, from Premier Chemical Products, Inc., which he founded in 1995 and of which he was the President and CEO. Prior to founding Premier Chemical Products, Mr. Greene was the Chairman and CEO of Blevins Concession Supply Co. from 1988 to 1995. From 1977 to 1986, Mr. Greene was the President and CEO of Coastland Corp. of Florida (NASDAQ: CLFL), an investment firm. CRAIG B. KENDALL, The Chief Financial Officer, joined MoneyZone.com in June 1999. From June 1995 to June 1999, he had been the President of Kendall & Company, an accounting services firm. From June 1989 to June 1995, he was the Chief Financial Officer for RENEX Corporation, a computer data communication software development and manufacturing firm. He is a licensed Certified Public Accountant in the states of Maryland and Virginia. - 25 - ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K A. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B. See Index to Exhibits on pages 28 & 29 of this report. B. MoneyZone.com filed one report on Form 8-K during the quarter ended December 31, 2000, incorporated by reference to the Current Report on Form 8-K dated December 1, 2000 (File No. 000-25022). - 26 - SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MONEYZONE.COM - -------------------------------------------------------------------------------- (Registrant) By: /s/ Martin A. Sumichrast - -------------------------------------------------------------------------------- (Martin A. Sumichrast, Chairman) Date: March 30, 2001 - -------------------------------------------------------------------------------- In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Martin A. Sumichrast - -------------------------------------------------------------------------------- (Martin A. Sumichrast, Chairman and Director) Date: March 30, 2001 - -------------------------------------------------------------------------------- By: /s/ Randall F. Greene - -------------------------------------------------------------------------------- (Randall F. Greene, President, Chief Executive Officer, and Director) Date: March 30, 2001 - -------------------------------------------------------------------------------- By: /s/ Craig B. Kendall - -------------------------------------------------------------------------------- (Craig B. Kendall, Chief Financial Officer*) Date: March 30, 2001 - -------------------------------------------------------------------------------- * Craig B. Kendall is our principal financial and accounting officer. - 27 - INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------------------- (2.1) Agreement and Plan of Merger, dated as of June 28, 1999, by and among the Registrant, EBonlineinc.com, Inc., and John D. Brasher, Jr., incorporated by reference to our Current Report on Form 8-K (File No. 000-25022), dated as of July 15, 1999. (2.2) Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 28, 1999, by and among the Registrant, EBonlineinc.com, Inc., and John D. Brasher, Jr., incorporated by reference to our Current Report on Form 8-K (File No. 000-25022), dated as of July 15, 1999. (2.3) Letter Agreement between MoneyZone.com and Global Capital Partners Inc. dated as of March 7, 2001, incorporated by reference to our Current Report on Form 8-K (File No. 000-25022), dated as of March 7, 2001. (3.1) Certificate of Incorporation, dated as of April 4, 1989, incorporated by reference to Registration Statement on Form 10-SB (File No. 0-25022), dated as of October 27, 1994. (3.2) Certificate of Amendment to Certificate of Incorporation, dated as of November 8, 1990, incorporated by reference to Registration Statement on Form 10-SB (File No. 0-25022), dated as of October 27, 1994. (3.3) Certificate of Amendment to Certificate of Incorporation, dated as of October 26, 1994, incorporated by reference to Registration Statement on Form 10-SB (File No. 0-25022), dated as of October 27, 1994. (3.4) Certificate of Increase in Number of Authorized Shares of Common Stock, dated as of July 8, 1996, amending the Certificate of Incorporation, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. (3.5) Certificate of Amendment to Certificate of Incorporation, dated as of March 12, 1997, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. (3.6) Certificate of Amendment to Certificate of Incorporation, dated as of March 20, 1998, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of April 14, 1998. (3.7) Certificate of Amendment to Certificate of Incorporation, dated as of March 31, 1998, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of April 14, 1998. (3.8) Certificate of Amendment to Certificate of Incorporation, dated as of July 8, 1999, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. (3.9) Certificate of Amendment to Certificate of Incorporation, dated as of July 22, 1999, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. - 28 - (3.10) Certificate of Amendment to Certificate of Incorporation, dated as of December 17, 1999, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. (3.11) By-Laws of MoneyZone.com, incorporated by reference to Registration Statement on Form 10-SB (File No. 0-25022), dated as of October 27, 1994. (4.1) Form of Registration Rights Agreement, dated as of October 1, 1999, by and among EBonlineinc.com, and each of the investors listed on Exhibit A thereto, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. (4.2) Convertible Debenture Purchase and Exchange Agreement dated as of September 15, 2000, incorporated by reference to our Current Report on Form 8-K (File No. 000-25022), dated as of September 15, 2000. (4.3) 6% Convertible and Exchangeable Debenture, incorporated by reference to our Current Report on Form 8-K (File No. 000-25022), dated as of September 15, 2000. (4.4) Common Stock Purchase Warrant, incorporated by reference to our Current Report on Form 8-K (File No. 000-25022), dated as of September 15, 2000. (4.5) Registration Rights Agreement, incorporated by reference to our Current Report on Form 8-K (File No. 000-25022), dated as of September 15, 2000. (10.1) Agreement to Sublease, dated as of February 1, 2000, between MoneyZone.com and Fidelity Mortgage, Inc., incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. (10.2) Consent to Sublease, dated as of February 11, 2000, by and among MoneyZone.com, Fidelity Mortgage, Inc. and Highwoods/Forsyth Limited Partnership, incorporated by reference to our Annual Report on Form 10-KSB (File No. 000-25022), dated as of March 30, 2000. (16) Letter of former accountant, Stephen M. Siedow, P.C., dated as of November 10, 1999, incorporated by reference to our amended Current Report of Form 8-K/A (File No. 000-25022), dated as of November 12, 1999. (21.1) * Subsidiaries of MoneyZone.com (22) Information Statement on Schedule 14C, incorporated by reference to Schedule 14C (File No. 000-25022), dated as of March 20, 2000. - ------------------------------------------- * Filed Herewith - 29 - EXHIBIT 21.1 SUBSIDIARIES OF MONEYZONE.COM Jurisdiction of Company Incorporation ----------------------- ----------------- MoneyZone Capital Corp. Delaware - 30 - -----END PRIVACY-ENHANCED MESSAGE-----