SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ______________ . Commission file number 1-12293 ESOFTBANK.COM INC. ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 87-0394313 ------------------------------- ----------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) Block 2, Cybercity, South Hi-Tech Industrial Park Shenzhen, PRC 518057 -------------------------------------------- (Address of principal executive offices) 7 011-86-755-671-6644 ---------------------------------------------- (Issuer's Telephone Number, including Area Code) Flat A, United Plaza, 5022 Binhe Main Street Futian District Shenzhen, PRC 51802 --------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 [_] APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.001 Par Value - 12,920,000 shares issued and outstanding as of Nov. 13, 2001. Index ESOFTBANK.COM, INC. and Subsidiaries Page No. ---------- Part I. Financial Information Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets--September 30, 2001 and December 31, 2000 3 Condensed consolidated statements of operations-- Three months ended September 30, 2001 and 2000 5 Condensed consolidated statements of operations-- Nine months ended September 30, 2001 and 2000 6 Condensed consolidated statements of cash flows-- Nine months ended September 30, 2001 and 2000 7 Notes to condensed consolidated financial statements-- September 30, 2001 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results Of Operations 10 Part II. Other Information Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 Signatures 15 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ESOFTBANK.COM, INC. AND SUBSIDIARIES Condensed CONSOLIDATED BALANCE SHEETS September 30, 2001 and December 31, 2000 (Unaudited) December 31, September 30, 2000 2001 2001 (Unaudited) (Unaudited) Rmb Rmb US$ ----------- ------- -------- ASSETS CURRENT ASSETS Cash 3,221,718 1,482,580 178,624 Accounts receivable 640,900 4,104,060 494,465 Deposits and other 1,000,271 739,124 89,051 Advances to employees 427,395 838,652 101,043 Costs and estimated earnings in excess of billings on uncompleted contracts 207,944 - - ---------- ---------- ----------- TOTAL CURRENT ASSETS 5,498,228 7,164,416 863,183 ---------- ---------- ----------- NONCURRENT ASSETS Long-term investment 2,800,000 2,800,000 337,349 Product development costs, net 852,995 804,156 96,886 Fixed assets 2,929,976 2,446,017 294,701 Other 265,068 -- -- ---------- ---------- ----------- TOTAL NONCURRENT ASSETS 6,848,039 6,050,173 728,936 ---------- ---------- ----------- TOTAL ASSETS 12,346,267 13,214,589 1,592,119 ========== ========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term loan 16,000,000 16,000,000 1,927,711 Accounts payable 159,900 159,900 19,265 Accrued expenses -- -- -- Salaries, wages and other compensation 669,171 466,846 56,246 Employee firings benefits 635,988 1,187,685 143,095 Taxes 355,713 110,662 13,333 Other 1,588,513 1,430,165 172,309 Customer deposits 41,000 2,133,989 257,107 3 Billings in excess of costs and estimated earnings on uncompleted contracts 57,890 612,452 73,789 Due to director 2,316,408 4,034,428 486,076 Due to related party - SiTech Holding -- 281,155 33,874 Due to related party -- 200,395 24,144 ---------- ---------- ------------ TOTAL CURRENT LIABILITIES 21,824,583 26,617,677 3,206,949 ----------- ---------- ------------ MINORITY INTEREST 261,925 197,493 23,794 ----------- ---------- ------------ SHAREHOLDERS' EQUITY (DEFICIT) Common stock - Par value US$.001; issued and outstanding - 12,920,000 shares 107,236 107,236 12,920 Additional paid-in capital 52,715,431 52,715,431 6,351,257 Reserve funds 347,148 347,148 41,825 Accumulated deficit (62,910,056) (66,770,396) (8,044,626) ------------ ------------ ------------ TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (9,740,241) (13,600,581) (1,638,624) ------------ ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY 12,346,267 13,214,589 1,592,119 ============ ============ ============ See notes to condensed consolidated financial statements. 4 ESOFTBANK.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited) 2000 2001 2001 --------- --------- --------- Rmb Rmb US$ REVENUE 4,827,190 2,981,249 359,187 COST OF SALES (3,156,820) (2,075,994) (250,120) ------------ ----------- ---------- GROSS PROFIT (LOSS) 1,670,370 905,255 109,067 SELLING AND ADMINISTRATIVE EXPENSES (3,323,143) (2,080,698) (250,687) ------------ ----------- ---------- LOSS FROM OPERATIONS (1,652,773) (1,175,443) (141,620) ------------ ----------- ---------- OTHER INCOME (EXPENSE) INTEREST EXPENSE (203,909) (291,629) (35,136) OTHER INCOME, NET (17,301) (2,871) (346) ------------ ----------- ---------- TOTAL OTHER INCOME (EXPENSE), NET (221,210) (294,500) (35,482) ------------ ----------- ---------- LOSS BEFORE TAXES (1,873,983) (1,469,943) (177,102) TAXES -- -- -- ------------ ----------- ---------- INCOME (LOSS) BEFORE MINORITY INTEREST (1,873,983) (1,469,943) (177,102) MINORITY INTEREST 310,213 110,151 13,272 ------------ ----------- ---------- NET LOSS (1,563,770) (1,359,792) (163,830) ============ =========== ========== Basic and diluted net loss per share (.12) (.11) (.01) ============ =========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING 12,800,000 12,920,000 12,920,000 ============ =========== ========== See notes to condensed consolidated financial statements. 5 ESOFTBANK.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited) 2000 2001 2001 --------- -------- -------- Rmb Rmb US$ REVENUE 7,832,190 8,326,722 $1,003,220 COST OF SALES (4,782,285) (6,067,244) (730,994) ----------- ------------ ----------- GROSS PROFIT (LOSS) 3,049,905 2,259,478 272,226 SELLING AND ADMINISTRATIVE EXPENSES (10,920,980) (6,479,758) (780,693) ------------ ------------- ----------- LOSS FROM OPERATIONS (7,871,075) (4,220,280) (508,467) ------------ ------------- ----------- OTHER INCOME (EXPENSE) INTEREST EXPENSE (203,909) (812,149) (97,849) OTHER INCOME, NET (9,328) 1,107,657 133,452 ------------ ------------- ----------- TOTAL OTHER INCOME (EXPENSE), NET (213,237) 295,508 35,603 ------------ ------------- ----------- LOSS BEFORE TAXES (8,084,312) (3,924,772) (472,864) TAXES 154,646 -- -- ------------ ------------- ----------- INCOME (LOSS) BEFORE MINORITY INTEREST (8,238,958) (3,924,772) (472,864) MINORITY INTEREST 1,606,981 64,432 7,763 ------------ ------------- ----------- NET LOSS (6,631,977) (3,860,340) (465,101) ============ ============= =========== Basic and diluted net loss per share (.52) (.30) $ (.04) ============ ============= =========== WEIGHTED AVERAGE SHARES OUTSTANDING 12,800,000 12,920,000 12,920,000 ============ ============= =========== See notes to condensed consolidated financial statements. 6 ESOFTBANK.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited) 2000 2001 2001 Rmb Rmb US$ -------- -------- ------- Cash Flows from Operating Activities Net income (loss) (6,631,977) (3,860,340) $(465,101) ----------- ----------- ---------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 202,470 490,063 59,044 Amortization of product dev costs 232,645 441,960 53,248 Provision for losses on receivables - Customers 400 -- -- Minority interest (1,606,983) (64,432) (7,763) (Increase) decrease in Accounts receivable 117,950 (3,463,160) (417,248) Deposits and other (1,100,575) 261,147 31,463 Costs and estimated earnings in excess of billings on uncompleted contracts -- 207,944 25,053 Other -- 265,068 31,936 Advances to employees (85,602) (411,257) (49,549) Increase (decrease) in Accounts payable and accrued exp 852,134 (54,027) (6,509) Customer deposits 18,678 2,092,989 252,167 Billings in excess of costs and estimated earnings on uncompleted contracts -- 554,562 66,815 ----------- ----------- ---------- Total Adjustments (1,368,883) 320,857 38,657 ----------- ----------- ---------- Net Cash Provided by (Used in) Operating -Activities (8,000,860) (3,539,483) (426,444) ----------- ----------- ---------- 7 Cash Flows from Investing Activities Capital expenditures (2,067,993) (6,104) (735) Capitalized expenditures for product development costs (128,455) (393,121) (47,364) Net repayments from SiTech Holding (Hainan) Company Ltd. 1,485,426 -- -- Advances to related parties (4,436,611) -- -- Initial Investment of minority shareholder 240,000 -- -- Investment (2,800,000) -- -- Other (122,274) -- -- ----------- ----------- ---------- Net Cash Provided by (Used In) Investing -Activities (7,829,907) (399,225) (48,099) ----------- ----------- ---------- Cash Flows from Financing Activities Proceeds from issuance of long term debt 16,000,000 -- -- Net short term borrowings 4,375,341 -- -- Net repayments to director (260,494) -- -- Capital contributions 160,985 -- -- Net borrowings from Sitech Holding 0 281,155 33,874 Net borrowings from directors 0 1,718,020 206,990 Net borrowings from related party 0 200,395 24,144 ------------ ---------- ---------- Net Cash Provided by Financing -Activities 20,275,832 2,199,570 265,008 ------------ ---------- ---------- Net Increase (Decrease) in Cash 4,445,065 (1,739,138) (209,535) Cash, Beginning of Period 629,351 3,221,718 388,159 ------------ ---------- ---------- Cash, End of Period 51,074,416 1,482,580 $178,624 ============ ========== ========== See notes to condensed consolidated financial statements. 8 ESOFTBANK.COM, INC. AND SUBSIDIARIES NOTES TO Condensed CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) September 30, 2001 NOTE 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The Company believes that the interim financial statements contain all adjustments necessary for a fair presentation of the results for such interim periods. All of these adjustments are normal recurring adjustments. The results of operations for interim periods do not necessarily predict the operating results for the full year. The consolidated balance sheet as of December 31,2000 has been derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles as permitted by interim reporting requirements. The information included in this report should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations, the audited financial statements and related notes included in the Company's 2000 Form 10-KSB. NOTE 2 - LONG-TERM DEBT On May 29, 2000 the Company entered into a one-year credit facility with Shenzhen Commercial Bank for RMB 16 million at 5.3125%. The credit facility is secured by shares in the Company owned by Dr. Lan, director and shareholder of the Company. On Aug. 25, 2001, the one-year credit facility was extended to Aug. 25, 2002 at 5.3125%. NOTE 3 - FOREIGN CURRENCY CONVERSION The Company's financial information is presented in U.S. dollars. Reminbi, the functional currency of the Company has been converted into U.S. dollars at the exchange rate of 8.3 to 1. 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS of Financial Condition and Results of Operations Forward-Looking Statements The following presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on our current expectations and relate to anticipated future events that are not historical facts, such as our business strategies and their intended results. Our actual results could differ materially from those set forth in the forward-looking statements as a result of (i) changes in general economic conditions, (ii) changes in the assumptions used in making these statements, (iii) our lack of a long-term operating history, (iv) competition generally, and in the technology sector in particular, (v) our ability to attract, hire, train and retain competent personnel in a variety of functions, (vi) our ability to raise sufficient capital to fund our expansion, and (vii) our ability to attract sub-contractors, software engineers, development teams to our website, and setup a nation-wide collaborative platform for software outsourcing in China. Overview ESOFTBANK.COM, Inc., is a Chinese software development and sub-contracting services provider. We offer a wide range of value-added services including IT consulting, project outsourcing, quality control and software releasing. Our focus is on various e-commerce, network management and resource control systems for business and government enterprises. Our website, HTTP://www.eSoftBank.com, is a registry for Chinese web page designers and e-commerce developers, as well as institutions requiring the services of these people, on which we provide a cost-efficient platform for job exchanges and assignments. It is an interactive and integrated virtual software community offering technical databank, knowledge exchange, job-subcontracting, software-testing and support services. Through our website, we offer independent software engineers a source of business opportunities and web space, while companies are able to select from a variety of software engineers and software companies. Our revenues are derived from commissions on transaction volume on the platform, as well as handling fees and service charges for software engineering and technical support services. Our headquarters are in Shenzhen, China. We changed our company's name from Natural Way Technologies Inc. to ESOFTBANK.COM, Inc. on March 31, 2000 when we acquired (the "Acquisition") all of the issued and outstanding shares of World Concept Development Limited ("WCD"). WCD owns the software development and Internet-based software subcontracting platform operations conducted in China under the name of ESOFTBANK.COM. In November, 2001, we are changing our name again to BroadenGate Systems, Inc. to more accurately reflect our core business. The Acquisition has been accounted for using the purchase method of accounting as a reverse acquisition, whereby the company issuing its shares to effect a business combination is determined to be the acquiree in the business combination. This occurs when the shareholders of the issuer have less than a majority of voting control of the combined entity. The company whose shareholders retain the majority voting interest in the combined entity is presumed the acquirer. In the Acquisition, the then-existing shareholders of Natural Way retained a 27% voting interest in the combined entity on completion of the Acquisition. Accordingly, WCD is deemed to be the acquirer and the assets of Natural Way are required to be fair valued at acquisition. As Natural Way had no assets (other than obligations due from a shareholder) or operations during 1999 and 2000 (prior to March 31st), no fair value adjustments were required and there are no changes to the WCD financial statements that would require a pro forma analysis. Additionally, because WCD is deemed to be the acquirer, the historical financial statements of Natural Way (now ESOFTBANK.COM Inc.) have been restated, and now reflect the historical operations of WCD and its subsidiaries. 10 SiTech Hainan Ltd. (Haikou) is the only company that existed prior to 2000 that is reflected in our consolidated financial statements. WCD, ESOFTBANK Shenzhen and Beijing were formed in the fourth quarter of 1999 and only became operational in the first quarter of 2000. In the first quarter of 2001, WCD and ESOFTBANK Shenzhen, Beijing, Haikou had operating revenues. Results of Operations Three-months ended September 30, 2001 Compared with Three-months ended September 30, 2000 Total revenues decreased by $222,402 to $359,187 for the quarter ended September 30, 2001 from $581,589 for the quarter ended September 30, 2000, primarily due to the under utilization of our engineers trained for Japanese projects and the utilization of certain of our personal in R&D. Cost of sales decreased $130,219 to $250,120 for the quarter ended September 30, 2001 from $380,339 for the same period in 2000. The decrease is attributable to the reduction in revenues. Our gross profit margin was 30.3 % in the quarter ended Sep 30, 2001. This compares with 34.6% for the corresponding period of the prior year. Selling and administrative expenses ("SGA") decreased by $149,692 to $250,687 for the quarter ended September 30, 2001, from $400,379 for the same period in 2000. This decrease reflects operational improvements and cost controls such as imposing stricter controls on advertising expenses. We anticipate that these controls will continue decreasing SGA expenses in the future as we work to make our distribution system more efficient. We have also established more strategic alliances with established companies (such as Huawei, Oracle China, etc.) that will assist us in distributing our services at lower costs. We incurred interest expense of $35,136 for the third quarter of 2001 compared with $24,567 for the third quarter of 2000 due to an increase in our short-term loan from the Bank. We have no income tax liability for the third quarter of either 2001 or 2000. We may incur income tax expenses in the future, even though we have an operating loss because income taxes in the People's Republic of China are a function of gross sales and not of net income. 11 The minority interest represents the 20% interest in eSoftBank (Beijing) Software Systems Co. Ltd. and the 47.6% of SiTech Hainan Ltd. not owned by the Company. The net loss decreased by approximately 13% for the third quarter of 2001, to $163,830 from $188,406 for the same period in 2000. The decreased operating losses in the third quarter of 2001 over the third quarter of 2000 was due to reduced SGA expenses which were partially offset by reduced gross profit. We believe that these trends will continue as our revenues increase and our expenses decrease. We also expect that our operations from being a software outsourcing services provider and subcontracting platform will produce additional revenues and, profitability in near future. However, there is no assurance that we will ever become profitable. Nine Months ended September 30, 2001 Compared with Nine Months ended September 30, 2001 Total revenues increased by $59,582 to $1,003,220 for the nine months ended September 30, 2001 from $943,638 for the corresponding period of the prior year. This increase resulted because we had no revenues for the first calendar quarter of 2000. Cost of sales increased by $154,815 to $730,994 for the nine months ended September 30, 2001 from $576,179 for the corresponding period of 2000. This increase is attributable to costs incurred in the continued development of our platform. Gross margins were 27.1% for the nine months ended September 30, 2001 compared to 38.9% for the same period of 2000. Selling and administrative expenses ("SGA") decreased by $535,088 to $780,693 for the nine months ended September 30, 2001 from $1,315,781 for the corresponding period of the prior year. This decrease is attributable to the imposition of cost controls, reduced advertising and the formation of strategic alliances to reduce marketing costs. Interest expense increased by $73,282 to $97,849 for the nine months ended September 30, 2001 from $24,567 for the corresponding period of 2000. This increase reflects increased borrowings. Other income, net reflects a reversal of a salary accrual from the prior year. We have no income tax liability for the first nine months of calendar year 2001. In the same period of calendar year 2000, we incurred a tax liability of $18,632. We may incur income tax in future periods, even if we have a net operating loss, because income taxes in the People's Republic of China are a function of gross sales and not necessarily of net income. The minority interest represents the 20% interest in eSoftBank (Beijing) Software Systems Co. Ltd. and the 47.6% of SiTech Hainan Ltd. not owned by the Company. Our net loss decreased by $333,932 to $465,101 for the nine months ended September 30, 2001 from $799,033 for the corresponding period of 2000. This decrease reflects the reduction in SGA which was partially offset by reduced gross profit and increased interest. 12 Outlook General We believe that we are well positioned for growth in the developing information technology ("IT") industry in China and internationally. With China joining the WTO and the Beijing's 2008 Olympics, demand should increase IT in China during the next several years. Since its inception in 1996, the company has built a strong position in the Chinese domestic IT industry. eSoftBank is leveraging its domestic expertise to enter the global outsourcing market, and to cooperate with leading multinational software vendors in the Chinese market. Building on the synergy between the Chinese and global markets, eSoftBank hopes to continue to increase its market share at home and win high-margin contracts abroad. Over the past year the company has already taken the first steps in realizing this strategy by forming close partnerships with some of the top players in China, including IBM, Oracle, and Huawei Technology, China's largest manufacturer of telecommunications equipment. With Oracle, we will soon be implementing several sections of a large accounting system for China Mobile Hong Kong, the largest mobile telecommunications service provider in the world. The next step is to build our position in the United States IT outsourcing market. In the near-term, business growth will come from utilizing our strategic partnerships with companies such as ACenturyOne, a high-profile startup specializing in outsourcing projects from Fortune 250 companies to Chinese software developers. Looking to the longer term, however, it is critical to capitalize on our momentum and establish a physical presence in the US. Recent Developments We believe that the recent developments described below will have a positive impact on our future results of operations. However, there is no assurance that these benefits will be realized or that, if realized, these benefits will reach the levels we anticipated. 13 1. We won the biding for Electric Funding provided by China Information Industry Department, and should be granted 4 million RMB in funding from government in next 3 months. 2. We reached a strategic agreement with ACenturyOne, to obtain stable software outsourcing projects from US. Liquidity and Capital Resources At the end of the third quarter of 2001, we had cash of $178,624 and a deficit in working capital of $1,638,624. This compares cash of $388,159 for Dec.31, 2000 and a deficit in working capital of $902,602 as of September 30, 2000. Cash used in operating activities decreased by $537,514 to $426,444 for the nine-month period ended September 30, 2001, from $963,958 in the same period in 2000. This change is attributable to a reduced net operating loss which was partially offset by changes in working capital. Net cash used in investing activities decreased to $48,099 for the nine-month period ended September 30, 2001 from $943,362 for the corresponding period of 2000. This decrease resulted from reduced capital expenditures, loan repayments, advances and investments. Net cash provided by financing activities decreased to $265,008 for the nine-month period ended September 30, 2001 compared to $2,442,891 for the corresponding period of 2000. This reduction resulted from reduced borrowings during the current year. Our business is now generating more revenues from our project management centers. Management is also seeking to raise additional capital from investors both in China and other countries, and believes that this funding will enable us to develop our business and meet some of our operating cash needs. However, based on the current level of expenditures, without such funding, we will be unable to fully implement our business plan. PART II. OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities and Use of Proceeds. None 14 Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. Exhibits None Reports on Form 8-K None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. eSoftBank.com, Inc. Dated: Nov. 13, 2001 By: /s/ Dr. Hongbing Lan ---------------------------------- Dr. Hongbing Lan Chief Executive Officer Dated: Nov.13, 2001 By: /s/ Hongyu Lan ---------------------------------- Hongyu Lan Principal Accounting Officer