U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For The Quarterly Period Ended September 30, 2004
[ ] TRANSITION REPORT UNDER SECTON 13 OR 15(d) OF THE EXCHANGE ACT for
the transition period from ___________________ to __________________.
Commission File Number 0-9940
The Finx Group, Inc.
(Exact name of small business issuer as specified in its charter)
(Formerly known as Fingermatrix, Inc.)
Delaware 13-2854686
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
21634 Club Villa Terrace, Boca Raton, Florida 33433
(Address of principal executive offices) (Zip Code)
(561) 447-6612
(Registrant's telephone number, including area code)
Check whether the issuer (1) has 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 [ ]
As of November 16, 2004, there are 749,715,948 shares of the par value
$.01 common stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ]
No [X]
Indicate by checkmark whether the Registrant is an accelerated filer as
defined in Rule 12b-2 of the Securities and Exchange Act of 1934. Yes [ ]
No [X]
Page 1
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
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The Finx Group, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
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Three Months Ended September 30, 2004 2003
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Revenues $ 26,000 $ 20,000
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General and administrative expenses 681,000 298,000
Compensation expense from stock grants and the issuance of
stock options and stock purchase warrants 595,000 1,619,000
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Total operating expenses 1,276,000 1,917,000
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Operating loss (1,250,000) (1,897,000)
Interest expense, related parties (24,000) (27,000)
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Net loss $ (1,274,000) $ (1,924,000)
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Loss per share computation- basic and diluted:
Loss from continuing operations $ (1,274,000) $ (1,924,000)
Less dividends on preferred shares (30,000) (31,000)
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Net loss available to common stockholders $ (1,304,000) $ (1,955,000)
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Weighted average shares outstanding 749,715,948 580,429,830
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Loss per common share - basic and diluted ($0.00)* ($0.00)*
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See Notes to Unaudited Consolidated Interim Financial Statements.
* less than $.01
Page 2
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The Finx Group, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
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Nine Months Ended September 30, 2004 2003
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Revenues $ 26,000 $ 32,000
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General and administrative expenses 1,610,000 1,472,000
Compensation expense from stock grants and the issuance of
stock options and stock purchase warrants 595,000 3,037,000
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Total operating expenses 2,205,000 4,509,000
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Operating loss (2,179,000) (4,477,000)
Other income - 1,000
Interest expense, related parties (74,000) (80,000)
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Loss from continuing operations (2,253,000) (4,556,000)
Discontinued operations: -
Loss on disposal of discontinued operations - (9,000)
Income from operations of discontinued operations - 13,000
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Net loss $ (2,253,000) $ (4,552,000)
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Loss per share computation - basic and diluted:
Loss from continuing operations $ (2,253,000) $ (4,556,000)
Less dividends on preferred shares (90,000) (96,000)
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Loss from continuing operations attributable to common
stockholders (2,343,000) (4,652,000)
Loss on disposal of discontinued segments - (9,000)
Income (loss) from operations of discontinued segments - 13,000
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Net loss available to common stockholders $ (2,343,000) $ (4,648,000)
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Weighted average shares outstanding 749,715,948 353,536,399
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Loss per common share - basic and diluted:
Loss from continuing operations ($0.00)* ($0.01)
Loss from disposal of discontinued operations - (0.00)*
Income (loss) from operations of discontinued segments - 0.00*
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Net loss ($0.00)* ($0.01)
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See Notes to Unaudited Consolidated Interim Financial Statements.
* less than $.01
Page 3
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The Finx Group, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheet
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As of September 30, 2004
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ASSETS
Cash $ 10,000
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Total current assets 10,000
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Furniture, Fixtures and Equipment:
Furniture, fixtures and equipment, cost 90,000
Less accumulated depreciation (90,000)
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Net furniture, fixtures and equipment -
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Other assets:
Exclusive license agreement, net (see Note 4) 2,444,000
Other long-term assets 8,000
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Total long-term assets 2,452,000
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TOTAL ASSETS $ 2,462,000
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LIABILITIES AND CAPITAL DEFICIENCY
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CURRENT LIABILITIES:
Accounts payable $ 1,775,000
Accrued payroll and payroll taxes, executive officers 3,243,000
Notes payable 235,000
Notes payable executive officers, including interest 1,227,000
Notes payable, related parties, including accrued interest 327,000
Other current liabilities 626,000
Current liabilities of discontinued segments (see Note 7) 1,211,000
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Total current liabilities 8,644,000
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Commitments and contingencies (see Note 6)
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CAPITAL DEFICIENCY
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Preferred stock, $.01 par value; 1,000,000 shares authorized; 1,000 Series A
preferred shares issued, outstanding; 15,540 Series B preferred shares
issued and outstanding and 72,500 shares of Series D preferred stock as of
September 30, 2004 2,279,000
Common stock, $.01 par value; 750,000,000 shares authorized;
749,715,948 shares issued and outstanding as of September 30, 2004 7,497,000
Additional paid-in capital, common stock 28,160,000
Accumulated deficit (44,118,000)
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Capital deficiency (6,182,000)
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TOTAL LIABILITIES AND CAPITAL DEFICIENCY $ 2,462,000
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See Notes to Unaudited Consolidated Interim Financial Statements.
Page 4
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The Finx Group, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
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Nine Months Ended September 30, 2004 2003
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CASH FLOWS - OPERATING ACTIVITIES:
Loss from continuing operations $ (2,253,000) $ (4,556,000)
(9,000)
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(2,253,000) $ (4,565,000)
Adjustments to reconcile net loss to net cash - continuing operations:
Depreciation and amortization 184,000 184,000
Non cash expense from stock grants and the issuance of stock options
and stock purchase warrants 595,000 3,037,000
Loss on disposal of segments - 9,000
Changes in assets and liabilities:
Prepaid expense - (9,000)
Accounts payable 447,000 (87,000)
Accrued payroll 577,000 579,000
Accrued interest expense, related parties 74,000 80,000
Other current liabilities 63,000 (24,000)
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Net cash-continuing operations (313,000) (796,000)
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Income (loss) from discontinued operations - 13,000
Adjustments to reconcile loss from operations of
discontinued segments to net cash - discontinued operations:
Net change in other assets and liabilities - (15,000)
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Net cash-discontinued operations - (2,000)
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Net cash - operating activities (313,000) (798,000)
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CASH FLOWS - INVESTING ACTIVITIES:
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Deposits (8,000) -
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Net cash - investing activities (8,000) -
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CASH FLOWS - FINANCING ACTIVITIES:
Issuance of notes payable 235,000 -
Loans from related parties 96,000 668,000
Repayments on related party loans - (222,000)
Proceeds from exercise of stock options - 352,000
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Net cash - financing activities 331,000 798,000
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Net change in cash 10,000 -
Cash - Beginning of period - -
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Cash - End of period $ 10,000 $ -
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid during the year for:
Interest $ - $ -
Income Taxes $ - $ -
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See Notes to Unaudited Consolidated Interim Financial Statements.
Page 5
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The Finx Group, Inc. and Subsidiaries
Footnotes to Unaudited Consolidated Interim Financial Statements
Three and Nine Months Ended September 30, 2004 and 2003
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1. Basis of Presentation
The accompanying unaudited consolidated financial statements of The
Finx Group, Inc. and its subsidiaries consisting of Secured Portal Systems,
Inc., and Granite Acquisition Corp., (collectively the "Company") have been
prepared in accordance with Regulation S-B promulgated by the Securities and
Exchange Commission and do not include all of the information and footnotes
required by generally accepted accounting principles in the United States of
America for complete financial statements. In the opinion of management, these
interim financial statements include all adjustments necessary in order to make
the financial statements not misleading. The results of operations for such
interim periods are not necessarily indicative of results of operations for a
full year. The unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
of the Company and Management's Discussion and Analysis of Financial Condition
and Results of Operations included in the Annual Report on Form 10-KSB for the
year ended December 31, 2003. Certain reclassifications were made to prior year
amounts to conform to the current year presentation.
The accompanying unaudited interim consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and the liquidation of liabilities in the normal course of business.
However, the Company has generated only nominal revenue from continuing
operations and has a history of net losses and as of September 30, 2004 has a
working capital deficiency of $8.6 million and a capital deficiency of $6.1
million. Historically, the Company has been dependent on financial support from
its controlling stockholder, Trinity Group-I, Inc. ("Trinity"), and other
related parties. Management is currently seeking additional financing; however,
the Company can give no assurances such financing will be consummated, that the
terms of any financing will be reasonable or that the amount raised will be
adequate to meet the Company's current and ongoing obligations. The continuation
of the Company as a going concern is dependent upon its ability both to obtain
financing and to generate revenues. The accompanying consolidated financial
statements do not include any adjustments that would result should the Company
be unable to continue as a going concern
2. Significant Accounting Policies
The accounting policies followed by the Company are set forth in Note 1
to the Company's financial statements in the December 31, 2003 Form 10-KSB as
amended.
In preparing the consolidated financial statements in conformity with
generally accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amount of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates. Some of the more significant estimates include the carrying value of
the Company's exclusive license and its amortization.
Certain long-term assets of the Company are reviewed when changes in
circumstances require as to whether their carrying value has become impaired,
pursuant to guidance established in Statement of Financial Accounting Standards
("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." Management considers assets to be impaired if the carrying value
exceeds the future projected cash flows from related operations [undiscounted
and without interest charges]. If impairment is deemed to exist, the asset will
be written down to fair value. Management also reevaluates the period of
amortization to determine whether subsequent events and circumstances warrant
revised estimates of useful lives. As of September 30, 2004, management expects
those assets related to its continuing operations to be fully recoverable.
Page 6
3. Supplemental Disclosure of Non Cash Investing and Financing Activities
On July 29, 2004, Lewis S. Schiller and The Trinity Group-I, Inc.
converted $500,000 of debt obligations into 50,000 shares of Series D
Convertible Preferred Stock. Each share of Series D Convertible Preferred Stock
is convertible into 10,000 shares of common stock. Grayzna B. Wnuk converted
$75,000 of accrued salary into 7,500 shares of Series D Convertible Preferred
Stock and a consultant to the Company converted $150,000 of accrued consulting
fees 15,000 shares of Series D Convertible Preferred Stock. The Series D
Convertible Preferred Stock votes alongside of common stock on an if converted
basis regardless of whether there is common shares available for conversion at
the time of any vote. As of the date hereof, the forgoing shares are convertible
into 725,000,000 shares of common stock. The conversion period for the Series D
Convertible Preferred stock does not have an expiration date.
On July 29, 2004, the Company issued additional warrants to purchase an
aggregate of 584,860,000 shares of Common Stock at an exercise price of $0.01
per share resulting in stock compensation expense of $594,984.
On January 2, 2003, a warrant to purchase 5,000,000 shares of Common
Stock for $0.04 per share was issued to a consultant resulting in stock
compensation expense of $99,000.
On January 17, 2003, options to purchase 17,604,168 shares of Common
Stock for $0.02 per share were granted and exercised resulting in stock
compensation expense of $366,000.
On March 17, 2003 stock grants for 85,000,002 shares of Common Stock
were issued to consultants resulting in stock compensation expense of $425,000
and a stock grant for 14,999,998 shares of Common Stock was issued to Grazyna B.
Wnuk, an officer and director of The Finx Group, Inc., resulting in stock
compensation expense of $75,000.
4. Exclusive License Agreement
On September 13, 1999, the Company obtained the Georal license which
gives the Company distribution rights for the sale of Georal security products
to a broad range of customers. The Georal security products' include all models
of the Georal security door. The categories of customers covered by the Georal
license includes the United States Treasury Department, the United States
Central Intelligence Agency and all other United States Government intelligence
agencies, the United States National Security Agency, the United States Defense
Intelligence Agency, the United States Department of the Navy, the United States
Air Force, the United States Army, all United States Federal Courts and all
United States Embassies, all department stores and retail stores located in the
United States (including all retail stores located in foreign countries which
are part of a retail store chain which is based in the United States), the
Government of Israel, and certain corporations. The Georal license commenced on
September 1, 1999 and, as amended, expires on August 31, 2014.
As an inducement to obtain the Georal license and in exchange for
1,000,000 common stock shares of GIL, in September 1999, the Company issued to
Alan J. Risi preferred shares which were converted into 1,049,874 shares of
common stock in July of 2002.
On December 11, 2001, the GIL 2001 security door received certification
by the U.S. State Department. On February 21, 2002, the Georal license was
amended to expand the categories of customers for which the Company has the
exclusive marketing right to include all financial institutions around the world
with the Company also receiving a right of first refusal to be the exclusive
distributor for sales to any governmental body which the Company does not have
exclusive marketing rights. As consideration for the amendment entered into on
February 21, 2002, the Company issued to Alan Risi 40,000 shares of series D 2%
convertible preferred stock that was converted into 4,000,000 million shares of
common stock. On May 16, 2002, the Georal license for the Georal security
systems was further amended whereby the exclusive distribution agreement was
expanded to give the Company additional exclusive world wide sales and marketing
rights. As consideration for the amendment entered into on May 16, 2002, the
Company issued to Alan Risi 60,000 shares of its series C 2% convertible
preferred stock which were converted into 6,000,000 shares of common stock. On
September 9, 2002, the Georal license was further expanded to provide the
Company with additional exclusive marketing rights. As consideration for this
amendment, the Company issued to Alan Risi 100,000 shares of its series C
preferred stock which were converted into 10,000,000 shares of common stock. On
October 16, 2002, the Company issued to Alan Risi an additional 250,000 shares
of its series C preferred stock for an amendment to the Georal license which
provided the Company with participation rights in certain maintenance revenue
generated by Georal and extended the term of the agreement an additional five
years, to September 18, 2014. Using the Black-Scholes option valuation formula,
the convertible preferred stock was valued at $2.98 million.
Page 7
On December 10, 2003, the Company, its wholly-owned subsidiary,
Secured Portal Systems, Inc., Alan J. Risi ("Risi"), GIL Security Systems,
Inc.("GIL"), and Georal International, Ltd., entered into a amended and restated
worldwide exclusive distribution agreement covering all security entrance
systems created, developed, manufactured and/or distributed or otherwise sold by
GIL, Georal or their successors. The restated agreement expanded the Company's
exclusivity and gave the Company certain other rights. The agreement provided
for certain payments by the Company and, if the payments were not made, GIL,
Georal and Risi have the right to terminate the restated agreement, in which
event, the relationship among the parties would be governed by the prior
agreement.
On or about April 28, 2004, the Company received a notice from GIL
stating that the agreement was terminated for failure of the Company to pay the
amount provided in the restated agreement. The notice further stated GIL's
position that all agreements between GIL and the Company and its subsidiary are
terminated.
The Company is considering its legal rights and believes that its
subsidiary will continue to be able to exercise its right to market the security
portals in major markets groups; however, the Company can give no assurance as
to its ability to protect such rights or, if litigation is necessary, that it
will prevail in any legal action it may commence.
As of September 30, 2004, the Company has not recorded any
impairment adjustments with regards to the exclusive license.
5. Basic and Diluted Loss Per Share
Basic and diluted per share results for all periods presented were
computed based on the net earnings or loss allocated to the common stock for the
respective periods. The weighted average number of shares of common stock
outstanding during the period was used in the calculation of basic earnings
(loss) per share. In accordance with FAS 128, "Earnings Per Share," the weighted
average number of shares of common stock used in the calculation of diluted per
share amounts is adjusted for the dilutive effects of stock options based on the
treasury stock method and the assumed conversion of convertible preferred stock
only if an entity records earnings from continuing operations (i.e., before
discontinued operations), as such adjustments would otherwise be anti-dilutive
to earnings per share from continuing operations. As a result of the Company
recording a loss from continuing operations for the three months ended September
30, 2004, the average number of common shares used in the calculation of diluted
loss per share have not been adjusted for the effects of 1,842,360,000 potential
common shares from unexercised stock options and warrants and 1,696,250
potential common shares from unconverted preferred shares. Such warrants,
options, and shares of convertible preferred stock may dilute earnings per share
in the future.
6. Commitments and Contingencies
Employment Agreements
Lewis S. Schiller has an employment agreement with the Company whereby
he is employed as the Company's Chief Executive Officer. Mr. Schiller's contract
is for an initial term commencing April 29, 1999 through April 28, 2009 and
provides for annual compensation of $500,000. Mr. Schiller's contract may be
extended an additional five years and also provides for an annual increase as
calculated as the greater of 5% or the increase in the cost of living index. Mr.
Schiller's contract provides him with a bonus for each year of the term equal to
10% of the amount by which the greater of consolidated net income before income
taxes or consolidated net cash flow exceeds $600,000. Mr. Schiller's contract
entitles him to 20% of the gross profit on the sale of any of the Company's, or
its subsidiaries, investments securities. Mr. Schiller's contract provides him
the opportunity to participate in the future expansion of the Company whereby he
is entitled, at his option, to purchase up to 25% of the authorized securities
of any subsidiary which is organized for any purpose. Mr. Schiller's contract
provides him with certain fringe benefits including a vehicle, health insurance
and life insurance. In the event of a change of control, Mr. Schiller's contract
provides him with severance equal to all amounts owed to him for the full term
of the employment agreement.
Grazyna B. Wnuk has an employment agreement with the Company whereby
she is employed as the Company's Vice-President. Ms. Wnuk's contract was
executed in 2002 and was negotiated pursuant to a board authorization dated
April 29, 1999. Ms, Wnuk's contract's initial expiration is April 28, 2009 and
provides for annual compensation of $200,000 per year. Ms. Wnuk's contract may
be extended an additional five years and for an annual increase as calculated as
the greater of 5% or the increase in the cost of living index. Ms. Wnuk's
contract provides her with a bonus for each year of the term equal to 1% of the
amount by which the greater of consolidated net income before income taxes or
consolidated net cash flow exceeds $600,000. Ms. Wnuk's contract entitles her to
1% of the gross profit on the sale of any of the Company's, or its subsidiaries,
investments securities. Ms. Wnuk's contract provides her the opportunity to
participate in the future expansion
Page 8
of the Company whereby she is entitled, at her option, to purchase up to 1% of
the authorized securities of any subsidiary which is organized for any purpose.
Ms. Wnuk's contract provides her with certain fringe benefits including a
vehicle, health insurance and life insurance. In the event of a change of
control, Ms. Wnuk's contract provides her with severance equal to all amounts
owed to her for the full term of the employment agreement.
Indemnifications
Pursuant to the terms of the stock purchase agreement to sell
Sequential and S-Tech, the Company agreed to indemnify Lewis S. Schiller for any
claims made against him regarding $1.1 million of delinquent payroll taxes owed
by Sequential and S-Tech at the time of their disposal and as of September 30,
2004, the Company has reserved $550,000 against such potential claims.
Legal Proceedings
Although the Company is a party to certain legal proceedings that
have occurred in the ordinary course of business, it does not believe such
proceedings to be of a material nature with the exception of the following item.
On or about April 8, 2002, a complaint styled "Law Offices of Jerold K. Levien,
against The Finx Group, Inc. f/k/a Fingerrmatrix, Inc., The Trinity Group-I,
Inc." was filed in the Supreme Court of the State of New York County of New
York, and the plaintiff has received a judgment for $334,595, such amount having
been accrued on the Company's books, plus interest.
7. Discontinued Operations
FMX Corp.
On June 30, 2003 the Company ceded its 51.1% ownership in FMX Corp.
("FMX") upon return of all of its shares of FMX's common and preferred stock to
Michael Schiller, who owned the remaining 49.9% of FMX and is the brother of
Lewis S. Schiller. Since its inception, FMX has had no operating activities and
all but $25,000 of its liabilities were intercompany notes payable. As a result
of the disposal of FMX, the Company recorded a loss on disposal of $9,000. The
income from operations of discontinued operations for the nine months ended
September 30, 2003 was $13,000.
8. Warrants
On November 17, 2003, the Company issued warrants to purchase an
aggregate of 1,257,500,000 shares of Common Stock at an exercise price of $0.01
per share resulting in stock compensation expense of $977,000. On July 29, 2004,
the Company issued additional warrants to purchase an aggregate of 584,860,000
shares of Common Stock at an exercise price of $0.01 per share resulting in
stock compensation expense of $594,984. As of September 30, 2004, there are
warrants outstanding to purchase an aggregate of 1,842,360 at an exercise price
of $.01 per share hat are exercisable when and if sufficient shares become
available.
9. Subsequent Events
In October 2004, the Company received $150,000 for shares of Series D
Convertible Preferred Stock that are convertible into an aggregate of 75,000,000
shares of Common Stock. In connection with the transaction, the Company issued
shares of Series D Convertible Preferred Stock that are convertible into
7,500,000 shares of Common Stock in payment of a finder's fee. The Series D
Convertible Preferred Stock votes alongside of common stock on an if converted
basis regardless of whether there is common shares available for conversion at
the time of any vote.
Page 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS MAY BE DEEMED TO INCLUDE 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, THAT INVOLVE
RISK AND UNCERTAINTY. ALTHOUGH MANAGEMENT BELIEVES THAT ITS EXPECTATIONS ARE
BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO ASSURANCE THAT ITS EXPECTATIONS
WILL BE ACHIEVED.
THE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM
THOSE IN THE FORWARD-LOOKING STATEMENTS HEREIN (THE "CAUTIONARY STATEMENTS") ARE
MORE FULLY DESCRIBED IN THE COMPANY'S DECEMBER 31, 2002 FORM 10-KSB, AS AMENDED,
INCLUDE, WITHOUT LIMITATION: WE HAVE A HISTORY OF LOSSES AND CASH FLOW DEFICITS;
THE MARKET FOR OUR COMMON STOCK IS LIMITED; TRADING IN OUR SECURITIES MAY BE
RESTRICTED DUE TO COMPLIANCE WITH APPLICABLE PENNY STOCK REGULATIONS; OUR
COMPANY IS SUBJECT TO CONTROL BY A PRINCIPAL STOCKHOLDER; A SIGNIFICANT PORTION
OF THE NET PROCEEDS OF ANY POTENTIAL FINANCING MAY BE USED FOR THE PAYMENT OF
RELATED PARTY AND OTHER INDEBTEDNESS AND FOR SALARIES OF EXECUTIVES AND KEY
PERSONNEL; WE REQUIRE ADDITIONAL FINANCING FOR OUR BUSINESS ACTIVITIES; WE HAVE
GRANTED SIGNIFICANT BENEFITS UNDER CERTAIN EXISTING AND PROPOSED EMPLOYMENT
AGREEMENTS; RAPID TECHNOLOGICAL CHANGE COULD RENDER CERTAIN OF OUR PRODUCTS AND
PROPOSED PRODUCTS OBSOLETE OR NON-COMPETITIVE; WE CANNOT PREDICT MARKET
ACCEPTANCE FOR OUR PROPOSED PRODUCTS; THE BUSINESS IN WHICH WE INTEND TO ENGAGE
IN IS SUBJECT TO INTENSE COMPETITION; THE BOARD OF DIRECTORS MAY ISSUE
ADDITIONAL PREFERRED STOCK IN THE FUTURE; A SUBSTANTIAL NUMBER OF OUR SHARES OF
COMMON STOCK WILL BE AVAILABLE FOR FUTURE SALE IN THE PUBLIC MARKET; WE DO NOT
INTEND TO PAY ANY DIVIDENDS ON THE COMMON STOCK IN THE FORESEEABLE FUTURE; THE
LIABILITY OF OUR OFFICERS AND DIRECTORS TO US AND OUR SHAREHOLDERS IS LIMITED;
DEPENDENCE ON KEY SUPPLIER; RELIANCE ON MANAGEMENT, KEY PERSONNEL AND
CONSULTANTS; WE COULD BE SUBJECT TO POTENTIAL UNINSURED LIABILITY, THE RISKS
RELATING TO LEGAL PROCEEDINGS AND OTHER FACTORS BOTH REFERENCED AND NOT
REFERENCED IN THIS QUARTERLY REPORT ON FORM 10-QSB, INCLUDING THOSE SET FORTH
UNDER "RISK FACTORS." ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS
ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY
QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS. THE COMPANY DOES NOT
UNDERTAKE ANY OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS TO SUCH
FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE
HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make assumptions, estimates and judgments that affect the amounts
reported in the financial statements, including the notes thereto, and related
disclosures of commitments and contingencies, if any. We consider our critical
accounting policies to be those that require the more significant judgments and
estimates in the preparation of our financial statements, including the
following: impairment of long-lived assets, including the valuation of the
exclusive license agreement; accounting for expenses in connection with stock
options and warrants; and accounting for income taxes. Our management relies on
historical experience and on other assumptions believed to be reasonable under
the circumstances in making its judgment and estimates. Actual results could
differ materially from those estimates. There have been no significant changes
in assumptions, estimates and judgments in the preparation of these financial
statements from the assumptions, estimates and judgments used in the preparation
of our prior year's audited financial statements.
Results of Operations
For all of the third quarters and first nine months of 2004 and 2003
our significant operating expenses were executive payroll, and marketing expense
and professional fees. Executive payroll is currently $810,000 annually. As of
September 30, 2004, none of the salary owed to Lewis S. Schiller, our chief
executive officer, has been paid and he is owed cumulative salary of $2.4
million. As of September 30, 2004 Grazyna B. Wnuk, our vice-president, is owed
cumulative salary of $871,000. Expenses associated with our marketing, which
currently are $1.1 million on an annual basis, represent
Page 10
consulting fees for the consultants who perform such functions. Professional
fees for legal and accounting services currently approximate $500,000 annually.
The value assigned to the Georal License of approximately $3 million
is being amortized over the life of the Georal License resulting in ongoing
annual amortization expense of $245,000. Such amortization for both of the third
quarters of 2004 and 2003 was $61,000 and for the first nine months of both 2004
and 2003 was $183,000.
During 2004 and 2003 we compensated our employees and consultants
with stock options and stock grants that have been registered on Form S-8 and
unregistered stock purchase warrants. During the three and nine months ended
September 30, 2004 stock based compensation was $595,000 and $3,037,000,
respectively. During the three and nine months ended September 30, 2003 stock
based compensation was $1,619,000 and $3,037,000, respectively.
We incur interest expense at an annual rate of 9% on related party
notes payable. For the third quarters of 2004 and 2003 interest expenses on
related party notes payable was $24,000 and $27,000, respectively. For the first
nine months of both 2004 and 2003 related party interest expense was $74000 and
$80,000, respectively.
Financial Condition - Liquidity and Capital Resources
As of September 30, 2004, our working capital deficiency
approximates $9.4 million, representing an increase of $1.8 million from
December 31, 2003. Since April 1999, our primary source of funding has been
Trinity, our controlling shareholder. On July 29, 2004, Lewis S. Schiller and
The Trinity Group-I, Inc. converted $500,000 of debt obligations into 50,000
shares of Series D Convertible Preferred Stock. Each share of Series D
Convertible Preferred Stock is convertible into 10,000 shares of common stock.
Grayzna B. Wnuk converted $75,000 of accrued salary into 7,500 shares of Series
D Convertible Preferred Stock and a consultant to the Company converted $150,000
of accrued consulting fees 15,000 shares of Series D Convertible Preferred
Stock. The Series D Convertible Preferred Stock votes alongside of common stock
on an if converted basis regardless of whether there is common shares available
for conversion at the time of any vote. As of the date hereof, the forgoing
shares are convertible into 725,000,000 shares of common stock. The conversion
period for the Series D Convertible Preferred stock does not have an expiration
date. During the first nine months of 2004 we received $96,000 from Trinity and
$235,000 from unaffiliated lendors which were used for our operations. We are
attempting to obtain outside equity financing; however, we make no assurances
that we will be successful in obtaining such financing.
On December 10, 2003, the Company, its wholly-owned subsidiary,
Secured Portal Systems, Inc., Alan J. Risi ("Risi"), GIL Security Systems,
Inc.("GIL"), and Georal International, Ltd., entered into a amended and restated
worldwide exclusive distribution agreement covering all security entrance
systems created, developed, manufactured and/or distributed or otherwise sold by
GIL, Georal or their successors. The restated agreement expanded the Company's
exclusivity and gave the Company certain other rights. The agreement provided
for certain payments by the Company and, if the payments were not made, GIL,
Georal and Risi have the right to terminate the restated agreement, in which
event, the relationship among the parties would be governed by the prior
agreement.
On or about April 28, 2004, the Company received a notice from GIL
stating that the agreement was terminated for failure of the Company to pay the
amount provided in the restated agreement. The notice further stated GIL's
position that all agreements between GIL and the Company and its subsidiary are
terminated.
The Company is considering its legal rights and believes that its
subsidiary will continue to be able to exercise its right to market the security
portals in major markets groups; however, the Company can give no assurance as
to its ability to protect such rights or, if litigation is necessary, that it
will prevail in any legal action it may commence.
As of September 30, 2004, the Company has not recorded any
impairment adjustments with regards to the exclusive license.
The accompanying unaudited interim consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and the liquidation of liabilities in the normal course of business.
However, the Company has generated only nominal revenue from continuing
operations and has a history of net losses and as of September 30, 2004 has a
working capital deficiency of $8.6 million and a capital deficiency of $6.1
million. Historically, the Company has been dependent on financial support from
its controlling stockholder, Trinity Group-I, Inc. ("Trinity"), and other
related parties. Management is currently seeking additional financing; however,
the Company can give no assurances such financing will be consummated, that the
terms of any financing will be reasonable or that the amount raised will be
adequate to meet the Company's current and ongoing obligations. The continuation
of the Company as a going concern is
Page 11
dependent upon its ability both to obtain financing and to generate revenues.
The accompanying consolidated financial statements do not include any
adjustments that would result should the Company be unable to continue as a
going concern.
PART II OTHER INFORMATION
Item 3. Controls and Procedures
Our Chief Executive Officer, who is also our Chief Accounting Officer,
has supervised and participated in an evaluation of the effectiveness of our
disclosure controls and procedures as of a date within 90 days of the date of
this report, and, based on his evaluation, he believes that our disclosure
controls and procedures, as defined in Rule 13a-14(c) of the Securities Exchange
Act of 1934, as amended, are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time periods specified in the Commission's rules and forms. As a result of the
evaluation, there were no significant changes in our internal controls or in
other factors that could significantly affect those controls subsequent to the
date of their evaluation.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31 Chief Executive Officer and Chief Accounting Officer
Certification.
32 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
1) Current report filed on July 14, 2004 reporting under item 9,
the issuance of a press release.
Page 12
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.
The FINX GROUP, INC.
/S/ Chief Executive Officer November 19, 2004
Lewis S. Schiller and Director
(Principal Executive and
Accounting Officer)
Page 13
Exhibit 31
CHIEF EXECUTIVE OFFICER AND CHIEF ACCOUNTING OFFICER CERTIFICATION
I, Lewis S. Schiller, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of The Finx
Group, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant, and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of this registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent function):
a) significant deficiencies in the design or operation of internal
controls which could adversely affect our ability to record,
process, summarize and report financial data and we have
identified no material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
November 19, 2004
By /S/ Lewis S. Schiller
Chief Executive Officer and
Chief Accounting Officer
Exhibit 31 - Page 1
Exhibit 32
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report of The Finx Group, Inc. on Form
10QSB for the period ending September 30, 2004, as filed with the Securities and
Exchange Commission on the date hereof (the "Report") the undersigned Chief
Executive Officer and Chief Financial Officer of the Company hereby certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 that (based on his knowledge): 1) the Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities and
Exchange Act of 1934, and 2) the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company as of and for the periods covered in the Report.
/S/ Lewis S. Schiller
Chief Executive Officer and
Chief Financial Officer
November 19, 2004
Exhibit 32 - Page 1