10-Q/A 1 t10qa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended JUNE 30, 2001 [ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to __________. Commission File No. 333-3074 NEXLAND, INC. ------------- (Exact name of registrant as specified in its charter) DELAWARE 37-1356503 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1101 BRICKELL AVENUE, NORTH TOWER, SUITE 200, 33131 MIAMI, FLORIDA ------------------------------------------------ -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (305-358-7771) --------------------------------------------------- -------------- (1) Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No As of August 10, 2001, there were 36,153,385 shares outstanding of the issuer's common stock. PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 2 NEXLAND, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2001 3 FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets at June 30, 2001 (Unaudited) and December 31, 2000................................................... 5 Condensed Consolidated Statements of Operations for the three months ended June 30, 2001 and 2000 and the six months ended June 30, 2001 and 2000 (Unaudited)....................................... 6 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2000 (Unaudited)................................. 7 Notes to Condensed Consolidated Financial Statements....................8-9 4 NEXLAND, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

*Note: The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 5 NEXLAND, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

See notes to condensed consolidated financial statements. 6 NEXLAND, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

7 NOTE 1 - FINANCIAL STATEMENTS In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals), which are necessary for a fair presentation for the periods presented have been included. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. The condensed consolidated balance sheet information as of December 31, 2000 was derived from the audited consolidated financial statements included in the Company's Form 10-K. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2000. The results of operations for the six months ended June 30, 2001 are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements of the Company for the year ended December 31, 2000 were prepared on a going-concern basis. For the year ended December 31, 2000, the Company incurred a net annual loss of $2,876,244 and had deficits of $3,203,874. These losses raise substantial doubt about the ability of the Company to continue as a going concern. Management believes that resources will be available from private and public sources in 2001 to continue the marketing of the Company's Internet sharing devices. NOTE 2 - EARNINGS PER SHARE Net loss per share of common stock is based on the weighted average number of common shares outstanding during each period. Diluted loss per share of common stock is computed on the basis of the weighted average number of common shares and dilutive options and warrants outstanding. All outstanding options and warrants have an anti-dilutive effect and are excluded from the calculation. NOTE 3 - FACTORING ARRANGEMENTS On January 31, 2001, the Company entered into a factoring agreement. The agreement expires on January 31, 2002 or until terminated by either party with proper notice given as defined. The Company has assigned substantially all of its accounts receivable to the factor, typically on a recourse basis. The Company may request advances up to 75% of the eligible receivables. The factor charges the Company a commission equal to 0.0667% per day for each uncollected receivable from the invoice date to the payment date of such invoice, plus interest of approximately 10%. NOTE 4 - CONVERTIBLE DEBENTURES The Company sold $255,000 of 6% convertible debentures in the three months ended June 30, 2001 through a Private Placement Agreement under Regulation D. The net proceeds after costs incurred was $213,040. The intrinsic value of the beneficial conversion feature was recorded as a non-cash charge of $76,819 to interest expense and a corresponding credit to the additional paid in capital of the Company. 8 NOTE 5 - LINE OF CREDIT AGREEMENT The Company entered into a line of credit agreement where an institutional investor agreed to purchase $5 million of common stock, if requested by the Company. NOTE 6 - STOCKHOLDERS' EQUITY During the six months ended June 30, 2001 the Company issued 126,000 shares of its common stock pursuant to a consulting services agreement relating to capital investment. The Company recorded a non-cash charge to consulting fees, based on the then market value of the common stock, of $88,591. NOTE 7 - STOCK OPTIONS During the six months ended June 30, 2001, the Company granted options to purchase 450,000 shares of the Company's common stock to certain employees of the Company. The Company also granted 666,179 options during the six-month ended June 30, 2001 to certain consultants. The weighted average fair value of options granted during the six months ended June 30, 2001, is estimated on the date of the grant, using an option-pricing model for public companies. The weighted average grant-date fair value was $0.35 for options whose exercise price was equal to the market price on the date of the grant. All options granted have an exercise price equal to the market price on the date of grant. The Company has elected to account for the stock options under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Accordingly, no compensation expense has been recognized on the employee stock options. The Company accounts for stock options granted to consultants under Financial Accounting Standards Board Statement No. 123, "Accounting For Stock-Based Compensation," and has recorded a non-cash charge of $214,854 to professional fees. The fair value of each option is estimated on the date of grant using the fair value-pricing model with the assumption: Risk-free interest rate 6.0% Expected life (years) various Expected volatility various Expected dividends None Had the compensation expense for the employee stock options been determined based on the fair value of the options at the grant date consistent with the methodology prescribed under Statement of Financial Standards No. 123, "Accounting for Stock Based Compensation", the Company's net loss for the six months ended June 30, 2001, would have been increased by $186,000. The Company's net loss and loss per share would have been reduced to the pro forma amounts indicated below: June 30, 2001 -------------------- Net loss As reported (1,252,700) Pro forma (1,438,700) 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTORY STATEMENTS FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS This filing contains forward-looking statements, including statements regarding, among other things, (a) the growth strategies of Nexland, Inc. (the "Company"), (b) anticipated trends in the Company's industry, (c) the Company's future financing plans and (d) the Company's ability to obtain financing and continue operations. In addition, when used in this filing, the words "believes," "anticipates," "intends," "in anticipation of," and similar words are intended to identify certain forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, many of which are beyond the Company's control. Actual results could differ materially from these forward-looking statements as a result of changes in trends in the economy and the Company's industry, reductions in the availability of financing and other factors. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. The Company does not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances. GOING CONCERN Our Company's auditors stated that the consolidated financial statements of our Company for the years ended December 31, 2000 and December 31, 1999 were prepared on a going-concern basis. For the years ended December 31, 2000 and 1999, respectively, our Company incurred a net annual loss of $2,876,244 and $131,343, respectively, and our Company had deficits of $3,203,874 and $327,630, respectively, in the corresponding periods. These losses raise substantial doubt about the ability of our Company to continue as a going concern. Management believes that resources will be available from private and public sources in 2001 to continue the marketing of our Company's Internet sharing devices. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event our Company cannot continue in existence. Management has established plans intended to increase the sales of our Company's products. Management intends to seek new capital from new equity securities offerings to provide funds needed to increase liquidity, fund growth and implement its business plan; however, no assurance can be given that our Company will be able to raise any additional capital. SIGNIFICANT PLANT OR EQUIPMENT PURCHASES We do not currently anticipate any significant plant or equipment purchases during the next twelve months. CHANGES IN THE NUMBER OF EMPLOYEES We currently have twelve (12) employees in Miami and nine (9) in Canada. If our Company is successful in increasing its sales level or in raising significant new capital, we anticipate hiring twelve (12) additional personnel during the remainder of 2001. We believe that these personnel will be adequate to accomplish the tasks set forth in our plan. MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS FOR THE THREE-MONTH AND SIX-MONTHS PERIODS ENDED JUNE 30, 2001 AND 2000 (1) REVENUES. For the three and six month ended June 30, 2001, our Company had $777,473 and $1,535,171 in revenue consisting of sales of 6,398 and 10,927 units of Internet access "hardware routers" for small office and home users. During the three and six months ended June 30, 2000, our Company had sales of $241,270 and $440,880 from the sale of 1,092 and 1,855 units. During the three and six months ended June 30, 2001, our average selling price per unit was $122 and $141. The increase on the average selling price is due to higher selling prices on the some of our new Internet access hardware routers. (2) COST OF SALES. Cost of sales for the three and six months ended June 30, 2001 was $382,851 and $824,484, as compared to $91,463 and $177,195 for the same periods in 2000. Cost of sales consisted substantially of the purchase price and in-bound freight of pre-assembled finished goods inventory from 10 subcontractors in Taiwan, Republic of China. In June 2001, the Company recorded a $45,307 non-cash charge to reserve for inventory obsolescence. During the three and six months ended June 30, 2001, our average purchase cost per unit decreased by $24 and $20 per unit as compared to the same periods in 2000. (3) GROSS PROFIT. The gross profit of our products was approximately 51% and 46% for the three and six months ended June 30, 2001, as compared to 62% and 60% for the same periods in 2000. The decrease in the gross profit is attributable to lower sales prices given to large volume customers. Our Company expects pricing pressures from our competition, but we believe that we will continue to lower our cost procurement from subcontractors by obtaining the benefits of lower product costs through volume purchases. We expect the gross margin to be smaller in the near future. (4) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. THREE MONTHS ENDED JUNE 30, 2001 and 2000. Selling, general and administrative expenses decreased to $1,068,061 for the three months ended June 30, 2001 as compared to $1,504,786 for the three months ended June 30, 2000. The decrease of $436,725 is primarily the result of 500,000 shares of common stock valued at $1,125,000, issued to our former Chief Executive Officer in consideration of the termination of his employment agreement on June 30, 2000 and a consulting expense of $46,000. During this period, our payroll costs increased by $188,000, professional fees increased by $100,500, and commission fees increased to $77,000. During this period, we had three transactions that resulted in non-cash expenditures by our Company. A company controlled by one of our principal shareholders incurred research and development costs on our behalf for the further development of our Internet access hardware routers. In this connection, we recorded as a capital contribution $127,636, which represents the actual costs incurred by this company on our behalf, substantially consisting of technician salaries for subcontractors located in Taiwan. We have no formal agreement with this company and we are in the preliminary phase of evaluating the acquisition of this company during the next 12 months. During the comparable period in 2000, our Company did not incur any research and development costs, since we purchased ready-to-sell finished goods inventory. In addition, our Company recorded an increase in the charge of $20,500 in connection with the issuance of common stock to our Chief Financial Officer to amortize his unearned compensation in accordance with his employment agreement. Lastly, we issued 666,179 options to consultants, recording a charge of $214,854. Our Company expects to increase its selling, general and administrative in the future in proportion to our Company's anticipated growth in sales. SIX MONTHS ENDED JUNE 30, 2001 AND 2000. Selling, general and administrative expenses decreased to $1,881,601 for the six months ended June 30, 2001 as compared to $2,035,544 for the six months ended June 30, 2000. The decrease of $153,943 is primarily the result of 500,000 shares of common stock valued at $1,125,000, issued to our former Chief Executive Officer in consideration of the termination of his employment agreement on June 30, 2000, a consulting expense of $139,000 and a penalty of $240,000 for the late filing of our S-1 Registration Statement. Our payroll costs increased by $364,000, professional fees increased by $209,000, commission fees increased to $115,000, and rent and other office expenses decreased by $27,000. During this period, we had three transactions that resulted in non-cash expenditures by our Company. A company controlled by one of our principal shareholders incurred research and development costs on our behalf for the further development of our Internet access hardware routers. We recorded as a capital contribution $127,636, which represents the actual costs incurred by this company on our behalf, substantially consisting of technician salaries for subcontractors located in Taiwan. We have no formal agreement with this company and we are in the preliminary phase of evaluating the acquisition of this company during the next 12 months. During the comparable period in 2000, our Company did not incur any research and development costs, since we purchased ready-to-sell finished goods inventory. In addition, our Company recorded a charge of $125,000 in connection with the issuance of common stock to our Chief Financial Officer to amortize his unearned compensation in accordance with his employment agreement. Our Company issued 126,000 shares of our common stock to a consultant for services and recorded a noncash transaction of $88,591. Lastly, we issued 666,179 options to consultants, recording a charge of $214,854. Our Company expects to increase its selling, general and administrative in the future in proportion to our Company's anticipated growth in sales. LIQUIDITY AND CAPITAL RESOURCES. Since inception, our Company has relied principally upon the proceeds of private equity financings and loans to fund its working capital requirements and capital expenditures. Our Company's net cash used in operating activities for the six months ended June 30, 2001 was ($194,676), compared to cash used in operating activities of ($109,040) for the six months ended June 30, 2000, a increase of $85,636. This decrease resulted from increases in our Company's net loss, which included non-cash charges of (i) $124,998 for compensation in connection with an employment agreement, (ii) $214,854 for compensation to consultants with options, (iii) $127,636 for contributed research and development services (iv) $88,591 for expenses paid by issuance of common stock to a consultant and increases in receivables and inventories, offset by 11 increases in accounts payable, accrued professional fees and expenses, and due to related party supplier. These increases resulted from the expansion of our Company's operations. Our Company's net cash provided by financing activities for the six months period ended June 30, 2001 was $213,057 resulting from proceeds received from the issuance of debentures. The company sold $255,000 debentures with net proceeds of $213,040 after legal and consulting fees. Our Company's short-term and long-term liquidity requirements are expected to result from working capital needs to purchase inventory and pay other operating expenses. Although our Company cannot accurately predict the precise timing of its future capital, we estimate that we will need to expend approximately $2,000,000, within the next twelve months. Our Company estimates that of that amount (i) $1,000,000 will be for pre-assembled finished goods inventory from subcontractors, (ii) $250,000 for sales and marketing forces, (iii) $250,000 for professional fees and (iv) $500,000 for other operating expenses, such as payroll, rent and office expenses. Our Company has no assured available financial resources to meet its June 30, 2001 working capital deficit of $1,193,738 and future operating costs. Our Company is seeking additional equity capital from private and public offerings. There is no assurance that our Company will be able to raise such additional capital during the next 12 months. If our Company is unable to obtain the necessary additional capital, our Company may be required to change its proposed business plan and decrease its planned operations, which could have a material adverse effect upon its business, financial condition, or results of operations. The management of our Company has taken the following steps to improve its cash flow: (a) On January 31, 2001, our Company, entered into a Factoring Agreement. The agreement expires on January 31, 2002 or until terminated by either party with proper notice given as defined. Our Company has assigned substantially all of its accounts receivable to the factor, typically on a recourse basis. Our Company may request advances up to 75% of the eligible receivables. The factor charges our Company a commission equal to .0667% per day for each uncollected receivable from the invoice date to the payment date of such invoice, plus interest on advanced funds equal to the greater of 10% or the interest publicly announced by Citibank N. A., plus 2%. (b) On March 19, 2001, we entered into an Equity Line of Credit Agreement. Pursuant to the equity line of credit, an institutional investor agreed, if requested by the Company, to purchase up to $5 million of our common stock at 80% of the lowest closing bid price of our Company's common stock on the Over-the-Counter Bulletin Board for the 10 days immediately following the notice date. The timing of each sale and the number of shares of common stock to be sold is at our discretion, subject to various conditions. The dollar amount that our Company can request under any individual sale is subject to the average trading volume of our common stock for the preceding 40-day trading period. The maximum term of the equity line of credit is two years from the date of the agreement. The agreement contains various representations, warranties and covenants by us, including limitations on our ability to sell common stock or common stock equivalents, all assets, merge or enter into certain other transactions. There were no amounts outstanding on the equity line of credit at June 30, 2001. (c) On March 19, 2001, our Company also entered into a Securities Purchase Agreement with third-party investors and a Placement Agent Agreement to provide up to $250,000 less certain fees and expenses of the placement agent by the issuance of convertible debentures. The debentures bear interest at 6% per year and convert into our Company's common stock. In connection with the issuance of such debentures, the difference between the conversion price and the fair value of the common stock to which the debentures are convertible, multiplied by the number of shares into which the debt is convertible at the issuance date of the debt are recorded as intrinsic value of the beneficial conversion feature and charged to interest expense in our Company's statement of operations. We recorded $76,819 of interest expense at June 30, 2001. Through June 30, 2001, our Company issued debentures of $255,000 from which our Company received net proceeds of approximately $213,040. The debenture holders are entitled to convert all or part of the principal amount plus accrued interest into shares of our Company's common stock equal to either (a) an amount equal to 120% of the closing bid price of our Company's common stock as of the date of the debenture issuance or (b) an amount equal to 80% of the lowest three closing bid prices of our Company's common stock for the 10 days immediately preceding the date of conversion of the debenture. On August 7, 2001, our Company filed a registration statement registering 13,000,000 shares of our Company's common stock for the equity line of credit investor and the debenture holders. The debentures are subordinate and junior in right of payment to all accounts payable of our Company incurred in the ordinary course of business and/or bank debt of our Company not to exceed $250,000. Our Company has the right to require the debenture holders to convert any unpaid principal and accrued interest on the debentures upon the five-year anniversary of the debenture issuance. 12 PART II ITEM 1. LEGAL PROCEEDINGS The officers and directors of our Company believe that to the best of their knowledge, neither our Company nor any of its officers and Directors are parties to any legal proceeding or litigation. Further, the officers and directors know of no threatened or contemplated legal proceedings or litigation. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Between April and June 2001, our Company issued debentures of $255,000 from which our Company received net proceeds of aproximately $213,040. The debenture holders are entitled to convert all or part of the principal amount plus accrued interest into shares of our Company's common stock equal to either (a) an amount equal to 120% of the closing bid price of our Company's common stock as of the date of the debenture issuance or (b) an amount equal to 80% of the lowest three closing bid prices of our Company's common stock for the 10 days immediately preceding the date of conversion of the debenture. On August 7, 2001, our Company filed a registration statement registering 13,000,000 shares of our Company's common stock for the equity line of credit investor and the debenture holders. The debentures are subordinate and junior in right of payment to all accounts payable of our Company incurred in the ordinary course of business and/or bank debt of our Company not to exceed $250,000. Our Company has the right to require the debenture holders to convert any unpaid principal and and accrued interest on the debentures upon the five-year anniversary of the debenture issuance. With respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 (the "1933 ACT"), and Regulation D promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information regarding our Company so as to make an informed investment decision. More specifically each purchaser executed the Securities Purchase Agreement in which they represented and warranted, among other things, that they had: o the ability to bear the economic risks of an investment in the shares of common stock of our Company; o a certain net worth sufficient to meet the suitability standards of our Company; and o been provided with all material information requested by the purchaser or his or her representatives, and been provided an opportunity to ask questions of and receive answers from our Company concerning our Company and the terms of the offering. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 13 ITEM 5. OTHER INFORMATION None. ITEM 6. (a) EXHIBITS The following documents are incorporated herein by reference from the Registrant's Form S-1 Registration Statement filed with the Securities and Exchange Commission (the "Commission"), Commission file #333-3074 on April 1, 1996 and declared effective by the Commission August 16, 1996: NUMBER DOCUMENT ------ -------- 3.1 Articles of Incorporation. 3.2 Amended Articles of Incorporation. 3.3 Bylaws of the Company. 4.1 Specimen certificate for Common Stock. 4.2 Specimen certificate for Class A Redeemable Warrants. 4.3 Specimen certificate for Class B Redeemable Warrants. The following documents are incorporated herein by reference from the Registrant's Form 10-K Annual Report for the period ended December 31, 1997: 99.1 Stock Purchase Agreement. 99.2 Employment Agreement with Fred Schmid. The following documents are incorporated herein by reference from the Registrant's Form 10-K Annual Report for the period ended December 31, 1998: 3.3 Amended Articles of Incorporation dated December 31, 1997. 3.4 Amended Articles of Incorporation dated April 15, 1998. The following documents are incorporated herein by reference from the Registrant's Post Effective Amendment 1 to Form S-1 Registration Statement filed with the Commission, Commission file #333-3074 on June 17,1998 and declared effective by the Commission June 19,1998: 3.3 Amended Articles of Incorporation dated December 31, 1997. 3.4 Amended Articles of Incorporation dated April 15, 1998. The following documents are incorporated herein by reference from the Registrant's Form 8-K Report filed on December 3, 1999: 2. Acquisition Agreement and Exhibits attached thereto. The following documents are incorporated by reference from the Registrant's Post-Effective Amendment 2 to Form S-1 Registration Statement filed with the Commission, Commission file #333-3074 on April 3, 2000. 10.1 March 14, 2000, Consulting Agreement between Nexland S.A. and the Company. 10.2 November 17, 1999, Mutual Non-Competition Agreement between Nexland, S.A. and the Company. 10.3 November 17, 1999 Co-Operation Agreement between Smerwick, Ltd. and the Company. The following documents are incorporated by reference from the Registrant's Form 8K filed with the Commission, Commission file #333-3074 on May 12, 2000. 10.4 Employment Contract of Enrique Dillon. 10.5 Employment Contract of Martin Dell'Oca. 14 The following documents are incorporated by reference from the Registrant's Form 10-K filed with the Commission on May 14, 2001: 4.4 2000 Stock Incentive Plan 10.6 Promissory Note dated August 1, 2000, by the Company payable to Israel D. Sultan 10.7 Conversion Agreement dated October 26, 2000, between Israel D. Sultan and the Company. 10.8 Line of Credit Agreement dated March 19, 2001, between Cornell Capital Partners, L.P. and the Company. 10.9 Registration Rights Agreement dated March 19, 2001, between Cornell Capital Partners, L.P. and the Company. 10.10 Escrow Agreement dated March 19, 2001, between Cornell Capital Partners, L.P., the Company, Butler Gonzalez LLP and First Union National Bank. 10.11 Form of Convertible Debenture 10.12 Consulting Services Agreement dated March 19, 2001, between Yorkville Advisors Management, L.L.C. and the Company. 10.13 Securities Purchase Agreement dated March 19, 2001, between the investors on Schedule I attached thereto (the "Investors") and the Company. 10.14 Registration Rights Agreement dated March 19, 2001, between the Investors and the Company. 10.15 Placement Agent Agreement dated March 19, 2001, between May Davis Group, Inc. ("May Davis") and the Company. 10.16 Escrow Agreement dated March 19, 2001, between May Davis, the Company and First Union National Bank. (b) REPORTS ON FORM 8-K. On July 5, 2001, the Registrant filed a Form 8-K reporting an Item 4. Change in Registrant's Certifying Accountant. On July 18, 2001, the Registrant filed a Form 8-K/A reporting an amendment to Item 4. Change in Registrant's Certifying Accountant. 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATED: AUGUST 29, 2001 NEXLAND, INC. By: /s/ Martin Dell'Oca ------------------------- Martin Dell'Oca

NEXLAND INC 10-Q/A