Edgar Filing: ONSPAN NETWORKING INC

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For Quarter Ended: JUNE 30, 2004

Commission File Number: 0-22991

ONSPAN NETWORKING, INC.
-----------------------
(Exact name of small business issuer as specified in its charter)

NEVADA 87-0460247
------ ----------
(State of Incorporation) (IRS Employer ID No)

6413 CONGRESS AVENUE, SUITE 230, BOCA RATON, FL 33487
-----------------------------------------------------
(Address of principal executive office)

(561) 988-2334
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(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].

The number of shares outstanding of registrant's common stock, par value $.012
per share, as of June 30, 2004 was 1,090,677.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].

ONSPAN NETWORKING, INC. AND SUBSIDIARY

INDEX

Page
No.
----

Part I. Unaudited Financial Information

Item 1. Condensed Consolidated:
Balance Sheet - June 30, 2004 ...................................3

Statements of Operations -
Three and Nine Months Ended June 30, 2004 and 2003 ..............4

Statement of Stockholders' Equity -
Nine Months Ended June 30, 2004 .................................5

Statements of Cash Flows -
Nine Months Ended June 30, 2004 and 2003 ......................6-7

Notes to Financial Statements -
Nine Months Ended June 30, 2004 and 2003 .....................8-13

Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations ...................................14-20

Part II. Other Information

Item 1. Legal Proceedings ..............................................20

Item 2. Change in Securities ...........................................20

Item 5. Other Information ..............................................21

Item 6. Exhibits and Reports Form 8-K ...............................21-22

Signature ....................................................................23

ONSPAN NETWORKING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(UNAUDITED)

ASSETS

CURRENT ASSETS
Cash and cash equivalents ................................... $ 432,246

Property and equipment, net ................................... 3,491
Website ....................................................... 20,000
-----------
23,491
-----------
$ 455,737
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable ............................................ $ 70,702
Accrued dividend ............................................ 30,946
Accrued wages ............................................... 54,000
Amounts due to purchasers of discontinued operations ........ 55,929
-----------
Total current liabilities ..................................... 211,577

STOCKHOLDERS' EQUITY
Preferred stock; $.001 par value; authorized 12,500
shares; issued and outstanding 2,713 shares;
liquidation preference $271,300 ........................... 2
Common stock, $.012 par value. Authorized 8,333,333
shares; issued and outstanding 1,090,677 shares ............ 13,088
Paid-in capital ............................................. 7,908,845
Accumulated deficit ......................................... (7,677,775)
-----------
Total stockholders' equity .................................... 244,160
-----------
$ 455,737
===========

See accompanying notes to condensed consolidated financial statements.

ONSPAN NETWORKING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2004 2003 2004 2003
----------- --------- ----------- ---------

COSTS AND EXPENSES:
Salaries and wages ......................... $ 21,000 $ 39,000 $ 86,500 $ 118,000
Other selling, general and
administrative expenses .................. 100,803 73,809 386,883 133,098
----------- --------- ----------- ---------
121,803 112,809 473,383 251,098
----------- --------- ----------- ---------
Loss from operations ......................... (121,803) (112,809) (473,383) (251,098)

OTHER INCOME (EXPENSE):
Interest income ............................ - 2,215 4 9,537
Unrealized gain (loss) on
marketable equity securities ............. - 24,000 - (25,000)
Interest expense ........................... (2,107) (100,575) (4,632) (100,575)
Other expense .............................. - - - (30,000)
----------- --------- ----------- ---------
Total other income (expense) ............. (2,107) (74,360) (4,628) (146,038)
----------- --------- ----------- ---------

LOSS BEFORE INCOME TAXES ..................... (123,910) (187,169) (478,011) (397,136)
INCOME TAX (BENEFIT) EXPENSE ................. - - - -
----------- --------- ----------- ---------
LOSS FROM CONTINUING OPERATIONS .............. (123,910) (187,169) (478,011) (397,136)
LOSS FROM EARNINGS OF A DISCONTINUED DIVISION - (375) - (375)
----------- --------- ----------- ---------
NET LOSS APPLICABLE TO
COMMON SHARES .............................. $ (123,910) $(187,544) $ (478,011) $(397,511)
=========== ========= =========== =========

BASIC AND DILUTED NET LOSS PER SHARE
CONTINUED OPERATIONS ....................... $ (0.11) $ (0.19) $ (0.46) $ (0.41)
=========== ========= =========== =========
DISCONTINUED OPERATIONS .................... $ - $ (0.00) $ - $ (0.00)
=========== ========= =========== =========
TOTAL .................................... $ (0.11) $ (0.19) $ (0.46) $ (0.41)
=========== ========= =========== =========

WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED .......................... 1,090,677 968,677 1,038,137 968,677
=========== ========= =========== =========

See accompanying notes to condensed consolidated financial statements.

ONSPAN NETWORKING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED JUNE 30, 2004
(UNAUDITED)

Preferred Stock Common Stock Paid-in Accumulated
Shares Par Value Shares Par Value Capital Deficit Total
------ --------- --------- --------- ---------- ----------- ---------

BALANCE, September 30, 2003. $2,713 $ 2 968,677 $11,624 $7,873,709 $(7,202,903) $ 682,432

Exercise of Stock Options .. - - 122,000 1,464 35,136 - 36,600

Sale of Coventry 1 ......... - - - - - 3,139 3,139

Net (loss) ................. - - - - - (478,011) (478,011)
------ ------ --------- ------- ---------- ----------- ---------

BALANCE, June 30, 2004 ..... $2,713 $ 2 1,090,677 $13,088 $7,908,845 $(7,677,775) $ 244,160
====== ====== ========= ======= ========== =========== =========

See accompanying notes to condensed consolidated financial statements.

ONSPAN NETWORKING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)

2004 2003
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ..................................................................... $ (478,011) $ (397,511)
Less: (Loss) from discontinued operations,net ................................ $ - $ (375)
----------- -----------
(Loss) from continuing opertions ............................................. $ (478,011) $ (397,136)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation ............................................................... 799 681
Stock options granted in loan agreement .................................... - 100,575
Unrealized loss from marketable securities ................................. - 25,000
Change in assets and liabilities
Income tax receivable .................................................... - 45,147
Inventory ................................................................ 1,509,972 -
Prepaid expenses ......................................................... - 11,833
Accounts payable ......................................................... (13,566) 48,498
Accrued expenses ......................................................... (44,567) 30,000
----------- -----------
Net cash used in operating activities ........................................ 974,627 (135,402)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ....................................................... (22,922) -
----------- -----------
Net cash used in investing activities ........................................ (22,922) -
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Loan from EONE ............................................................. (675,000) -
Loan Payable, Related Party ................................................ 250,000 -
Proceeds from payments on loan payable - related party ..................... (250,000) -
Exercise of Stock Option ................................................... 36,600 -
----------- -----------
Net cash provided by financing activities .................................... (638,400) -
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS ......... 313,305 (135,402)
NET CASH USED IN (PROVIDED BY) DISCONTINUED OPERATIONS ....................... 114,792 (833,500)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ........................ 428,097 (968,902)
CASH AND CASH EQUIVALENTS, beginning of period from continuing operations ... 4,149 1,030,611
----------- -----------
CASH AND CASH EQUIVALENTS, end of period ..................................... $ 432,246 $ 61,709
=========== ===========

Continued

See accompanying notes to condensed consolidated financial statements.

ONSPAN NETWORKING, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
(CONTINUED)

2004 2003
----------- -----------

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest and income taxes are as follows:
Interest ................................................................... $ 28,856 $ -
Income taxes ............................................................... $ - $ -

Financed insurance premiums .................................................. $ - $ -

See accompanying notes to condensed consolidated financial statements.

ONSPAN NETWORKING, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)

A. ORGANIZATION

Originally incorporated in 1985, as Network Information Services, Inc., Network
Systems International, Inc. ("NESI"), a Nevada corporation, was the surviving
corporation of a reverse merger completed in April 1996. The Company became a
publicly traded entity in connection with the re-organization. On July 10, 1998,
the Company's stock was officially approved for listing on the NASDAQ Small Cap
market and the Company's common stock began trading on NASDAQ Small Cap under
the symbol NESI. As of April 2, 2002, the securities were de-listed from the
NASDAQ Small Cap market and now trade on the Over-The-Counter Bulletin Board
under the symbol ONSP. Effective February 10, 2001, the Company changed its name
from Network Systems International, Inc., to Onspan Networking, Inc. (the
"Company" or "Onspan"). On October 9, 2001, the Company effected a 1 for 12
reverse stock split of its issued and outstanding common stock. Prior to August
5, 2002, the Company, a Nevada corporation, was a holding company, that through
its wholly owned subsidiary, InterLAN Communications, Inc. ("InterLAN"),
developed data communications and networking infrastructure solutions for
business, government and education. On August 5, 2002, the Company completed the
sale of its operating division InterLAN and a changed its strategy of business.
On April 22, 2003 the Company created a new subsidiary, Coventry 1 Inc. that is
a Nevada Corporation. The Company's other subsidiary Onspan SmartHouse, Inc., is
a Florida Corporation.

DISCONTINUED DIVISION

On May 27, 2004, the Company entered into a stock purchase agreement with
Herbert Tabin, its President and Chief Executive Officer, and Gary Schultheis,
an employee of the Company, pursuant to which the Company sold its wholly-owned
subsidiary, Coventry One, Inc., to Messrs. Tabin and Schultheis. The sole asset
of the subsidiary was a single family home and lot located in Woodfield Country
Club, Boca Raton, Florida and related country club golf membership. The purchase
price for the shares of the subsidiary was $1,509,972, The purchase price for
the subsidiary was based on a comprehensive certified appraisal as defined by
the Uniform Standards of Professional Appraisal Practice (USPAP), and the report
conforms to applicable FIRREA guidelines and or requirements. Messrs Tabin and
Schultheis bore the cost of the appraisal. The purchase includes the country
club golf membership, and the purchaser is responsible for all costs and fees
associated with the membership. In addition, the Purchaser shall be responsible
for all expenses associated with the property comprising the Subsidiary whether
accrued or outstanding or subsequently to be outstanding, including outstanding
tax balance of $21,188, due to Palm Beach County, Florida for the year 2003,
outstanding fees including electric, security etc. totaling $12,768, as well as
an outstanding insurance payable of $17,043. Messrs. Tabin and Schultheis also
agreed to pay the Company 0.75% of the gross sales amount of the property upon
any subsequent sale provided the gross sales price exceeds $2,000,001 The
Company, which had received engineering plans, had intended to renovate and
expand the existing home on the property. The Company sold the real estate
project in order to service mounting legal expenses associated with litigation.
The Company used the proceeds from the sale of this division to pay off its
debt, which included a note payable to Evolve One , Inc and notes to related
parties.

The financial statements included in this report have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission for interim reporting and include all adjustments (consisting only of
normal recurring adjustments) that are, in the opinion of management, necessary
for a fair presentation. These financial statements have not been audited.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations for
interim reporting. The Company believes that the disclosures contained herein
are adequate to make the information presented not misleading. However, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report for the year ended
September 30, 2003, which is included in the Company's Form 10-KSB for the year
ended September 30, 2003. The financial data for the interim periods presented
may not necessarily reflect the results to be anticipated for the complete year.

B. ACCOUNTING POLICIES

BASIS OF PRESENTATION -

The financial statements at June 30, 2004 and 2003, include the accounts of the
Company and the discontinued division of Coventry 1, Inc.

PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements
for the period ended June 30, 2004 and 2003 include the accounts of Onspan
Networking, Inc. and its subsidiary Onspan Smarthouse Inc. All significant
intercompany accounts and transactions have been eliminated.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying values of cash and cash
equivalents, accounts receivable, marketable equity securities, notes
receivable, accounts payable, amounts due to purchasers of discontinued
operations and note payable approximate fair value as of June 30, 2004, because
of the short maturity of these instruments.

REVENUE RECOGNITION The Company recognizes revenue from all homebuilding
activities at the closing of the sale using the deposit method. During
construction, all direct material and labor costs and those indirect costs
related to acquisition and construction are capitalized, and all customer
deposits are treated as liabilities. Capitalized costs are charged to earnings
upon closing. Costs incurred in connection with completed homes and selling,
general, and administrative costs are charged to expense as incurred. Provision
for estimated losses on uncompleted contracts and on speculative projects is
made in the period in which such losses are determined

PREFERRED STOCK - At June 30, 2004, the Company had 2,713 shares outstanding of
its Series A Convertible Preferred Stock ("Series A"). This issue has a stated
liquidation preference value of $100 per share redeemable at the Company's
option, has no voting rights, and each preferred share is convertible into 4
shares of the Company's common stock as adjusted for the 1 for 12 reverse stock
split. Dividends on the Series A were to be paid monthly in cash at a rate of
12% of the original issue. The Company's Board of Directors, elected that the
payment of cash dividends on its Series A to be suspended. In particular, the
Board took such actions as necessary to preserve the Company's working capital
in order to ensure the continued viability of the Company. The Board of
Directors is unable at this time to predict if the Company will resume the
payment of cash dividends on its Series A 12% Cumulative Convertible Preferred
Stock. However, the Company has accrued dividends on these shares in the amount
of $30,946 at June 30, 2004.

INCOME TAXES - The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"). Under SFAS 109, the liability method is used in accounting
for income taxes and deferred tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

STOCK OPTION PLAN - The Company applies the intrinsic value-based method of
accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, in
accounting for its stock option plan. As such, compensation expense would be
recorded on the date of grant only if the current market price of the underlying
stock exceeded the exercise price.

EARNINGS PER SHARE - The financial statements are presented in accordance with
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per
Share".Basic earnings per share is computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share reflect
the potential dilution from the exercise or conversion of securities into common
stock.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from these estimates.

PROPERTY AND EQUIPMENT - Property and equipment are stated at cost. Expenditures
for significant renewals and improvements are capitalized. Repairs and
maintenance are charged to expense as incurred. Depreciation is computed using
an accelerated method for both financial and tax purposes based upon the useful
lives of the assets.

OTHER ASSETS - Monies paid for acquisition of www.VOIS.com were $20,000,
were capitalized as a component of Other Assets on the Company's balance sheet.
In accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the Company
follows the policy of evaluating all qualifying assets as of the end of each
reporting quarter. For the quarter ended June 30, 2004, no charges to operations
were made for impairments in the future benefit of this asset. The Company will
amortize the asset over three years when operations using the domain site
commense.

RECLASSIFICATION

Certain prior year amounts have been reclassified to conform with current year
presentation.

C. PROPERTY AND EQUIPMENT

Property and equipment, which are reflected at cost, consist of the following at
June 30, 2004:

Computer equipment ........... $ 6,613
-------
Total property and equipment . $ 6,613
Less: accumulated depreciation (3,122)
-------
Property and equipment, net .. $ 3,491
=======

Depreciation expense for the nine months ended June 30, 2004 and 2003
is $799 and $681, respectively.

D. DISCONTINUED OPERATIONS
2004 2003
---- ----

Net loss from discontinued division - Coventry 1 $ - $(375)

Net (loss) from discontinued operations ........ $ - $(375)
===== =====

Net (loss) per common share
Basic ...................................... (.00) (.00)
Diluted .................................... (.00) (.00)

E. REVOLVING CREDIT NOTE

The Company had a demand line of credit with a related party (Evolve One Inc),
totaling $1,000,000, under which the Company could borrow on an unsecured basis
at 5% annually. On April 1, 2004 The Company repaid to Evolve One, Inc $22,000
in accrued interest. On May 27, 2004 the Company repaid the remaining
outstanding balance of $684,602 including accrued interest.

The terms of the demand line of credit stated that the Company must issue
options to purchase common stock equal to 10% of the dollar amount of the loan
advance at an exercise price of $0.10 per share, and options to purchase common
stock equal to 90% of the dollar amount of the loan advance at the ten trading
day average at the time of the draw ($0.30 at June 30, 2003). Under these terms,
the Company issued 675,000 stock options resulting in a charge to interest
expense of $110,008.

F. NOTE PAYABLE - SHAREHOLDER

The Note Purchase agreement, a Convertible Promissory Note for $100,000 was
issued by the Company on October 24, 2003 to Mr. Tabin. This note is due on July
31, 2004, and accrues interest at a rate of 5.25% per annum payable at maturity.
As of May 31, 2004 the Company has accrued $3,158 in interest on this note.

On February 27, 2004 the Company entered into a Secured Promissory Note with our
President, Herbert Tabin. The Note Agreement, is a Secured Promissory Note for
$50,000 that was issued by the Company on February 27, 2004 to Mr. Tabin. This
note is due on August 1, 2004, and accrues interest at a rate of 5.25% per annum
payable at maturity. As of May 31, 2004 the Company has accrued $683 in interest
on this note. The note is secured by a security interest in property located at
3764 Coventry Lane, Boca Raton.

On March 31, 2004 the Company entered into a Secured Promissory Note with our
President, Herbert Tabin. The Note Agreement, is a Secured Promissory Note for
$25,000 that was issued by the Company on March 31, 2004 to Mr. Tabin. This note
is due on August 1, 2004, and accrues interest at a rate of 5.25% per annum
payable at maturity. As of May 31, 2004 the Company has accrued $219 in interest
on this note. The note is secured by a security interest in property located at
3764 Coventry Lane, Boca Raton.

On May 31, 2004 the Company repaid our President, Herbert Tabin $179,060. In
satisfaction of repayment on the three outstanding Promissory Notes including
accrued interest.

On April 8, 2004 the Company entered into a Secured Promissory Note with an
employee, Gary Schultheis. The Note Agreement, is a Secured Promissory Note for
$75,000 that was issued by the Company on April 8, 2004 to Mr. Schultheis this
note accrues interest at a rate of 5.25% per annum payable at maturity. As of
May 31, 2004 the Company has accrued $572 in interest on this note. On May 31,
2004 the Company repaid Gary Schultheis $75,572. In satisfaction of repayment on
the outstanding Promissory Note including accrued interest.

STOCKHOLDERS EQUITY

On January 26, 2004 , Gary Schultheis exercised 122,000 employee stock options.
These options had an exercisable price of .30 a share.

G. EARNINGS PER SHARE

Basic earning (loss) per share is computed by dividing earnings available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted earnings per share reflect per share amounts that
would have resulted if dilutive potential common stock had been converted to
common stock. The following reconciles amounts reported in the financial
statements:

2004 2003
---- ----

Net loss from continuing operations .................... $ (478,011) $(397,136)

Loss from discontinued operations ...................... - (375)
---------- ---------
Net loss ............................................... $ (478,011) $(397,511)

Denominator for basic earnings per share -
Weighted average shares ................................ 1,038,137 968,677
Effect of dilutive securities - stock options .......... - -
---------- ---------
Denominator for diluted earnings per share -
Weighted average shares adjusted for dilutive securities 1,038,137 968,677
========== =========

Basic and diluted earnings (loss) per common share:
Loss from continuing operations ........................ $ (.46) $ (.41)
Loss from discontinued operations ...................... - -
---------- ---------
Net earnings (loss) .................................... $ (.46) $ (.41)
========== =========

H. LEGAL PROCEEDINGS

1. Network Systems International of North Carolina, Inc. v Network Systems
International, Inc. and OnSpan Networking, Inc. (02-CvS-10154) (Complaint filed
September 13, 2002). This action asserts a claim for breach of contract against
the Company, seeking certain tax refunds obtained by the Company. The plaintiff,
a former subsidiary of the Company, claims that these tax refunds belong to the
plaintiff. The Company has filed an answer disputing the amounts claimed and
seeking reimbursement for certain expenses incurred by the Company on behalf of
the plaintiff. The parties have engaged in settlement discussions, which have
been unsuccessful to date.

2. Securities Actions:

a. Richard T. Clark and Joel C. Holt, individually, and derivatively, on behalf
of OnSpan Networking, Inc. v. OnSpan Networking, Inc. and Herbert Tabin, Case
No. 03-CV-298K (N.D. Okla.) (Removed from state court May 1, 2003); This action
asserts claims for fraud, breach of contract, breach of fiduciary duties, and
civil conspiracy. The action seeks damages in the amount of $300,000, for each
plaintiff, the plaintiffs' attorneys' fees and costs, and certain other relief.
The case was filed in Oklahoma State court on March 28, 2003, and it was removed
to federal court on May 1, 2003. The Company and Herb Tabin have filed a Motion
to Dismiss all claims asserted. A special committee for the Board of OnSpan
retained independent counsel to conduct an independent investigation into the
derivative shareholder claims and an independent report has been issued.

b. D. Mark White v OnSpan Networking, Inc. and Herbert Tabin, Case No. 352198686
03 (District Court, Tarrant County Texas) (Complaint filed May 2, 2003). This
action asserts claims for violation of Texas securities law, fraud, and breach
of fiduciary duties. The action seeks unspecified damages, restitution in the
amount of $300,000, treble damages, pre-judgment interest, the plaintiffs'
attorneys' fees and costs, and certain other relief. The case was filed in Texas
state court on May 2, 2003, and thereafter was removed to federal court in Ft.
Worth. A mediation was conducted in February of 2004, although the case was not
settled.

The company has conducted and answered extensive written discovery, though only
one deposition has taken place so far (on grounds limited to jurisdiction). The
company filed a motion to compel further discovery to substantiate plaintiff's
contentions, which in large part was granted by the court in April of 2004.
Plaintiff failed to provide the court ordered additional discovery, and thus,
the company is seeking further relief pursuant to the court order. The company
filed a third-party claim for breach of contract against RichMark Capital
Corporation in February 2004, and will seek discovery from it in the near
future.

The Company will vigorously defend all three of these actions.

I. GOING CONCERN

The accompanying condensed financials were prepared assuming that the Company
will continue as a going concern. The Company is currently a party to several
legal proceedings and although the Company will vigorously defend all of these
actions, the Company is unable to estimate with any reasonable certainty what
liability it may have to these litigants. There are no assurances that the
Company will be successful in defending these legal proceedings, or if
successful the cost of defending these legal proceedings may significantly
deplete the capital of the Company impairing the Company's ability to continue
as a going concern. Accordingly, there are no assurances that the Company will
be successful in achieving the above plans, or that such plans, if consummated,
will enable the Company to obtain profitable operations or continue as a going
concern, in addition the Company's lender does not have sufficient cash reserves
to fund the available credit line.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The Company has identified the policies outlined below as critical to its
business operations and an understanding of its results of operations. The
listing is not intended to be a comprehensive list of all of the Company's
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by accounting principles generally accepted
in the United States, with no need for management's judgment in their
application. The impact and any associated risks related to these estimates and
policies on the Company's business operations is discussed throughout
Management's Discussion and Analysis or plan of operations where such policies
affect the Company's reported and expected financial results. For a detailed
discussion on the application of these and other accounting estimates or
policies, see the Notes to Consolidated Financial Statements. The Company's
preparation of the financial statements requires it to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the Company's
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.

Effective May 27, 2004 the Company completed the sale of its operating line of
business as discussed under Discontinued Division in Item 1, accordingly, the
following discussion will deal with the Company's Plan of Operation. The
operations of Coventry1, for the nine months June 30, 2004 have been
reclassified as loss from discontinued division.

PLAN OF OPERATION

Prior to August 5, 2002, the Company, a Nevada corporation, was a holding
Company, that through its wholly owned subsidiary, InterLAN Communications, Inc.
("InterLAN"), developed data communications and networking infrastructure
solutions for business, government and education. Following August 5, 2002, the
Company, announced a change in its strategy and subsequently sold its operating
division InterLAN. In April of 2003, the Company changed its focus to investing
in and revitalizing single family homes in established residential neighborhoods
in suburban areas. The Company had acquired its first property on June 19, 2003.
On April 16, 2004 the Company announced it will have to sell the real estate
project it acquired in June 2003 in order to service mounting legal expenses
associated with litigation. The Company, which had received engineering plans
for the real estate project, had intended to renovate and expand the existing
single-family home on this site.On May 27, 2004 the Company completed the sale
of Coventry 1, Inc. The Company is currently a party to several legal
proceedings and although the Company will vigorously defend all of these
actions, the Company is unable to estimate with any reasonable certainty what
liability it may have to these litigants. There are no assurances that the
Company will be successful in defending these legal proceedings, or if
successful the cost of defending these legal proceedings may significantly
deplete the capital of the Company impairing the Company's ability to continue
as a going concern.

RISK FACTORS

LIMITED REVENUES; LIMITED RELEVANT OPERATING HISTORY; SIGNIFICANT AND CONTINUING
OPERATING LOSSES; NEGATIVE CASH FLOW; ACCUMULATED DEFICIT.

Since its change in focus the Company has not had any revenues from sales of its
properties. Accordingly, the Company has a limited relevant operating history
upon which an evaluation of its prospects can be made. Such prospects must be
considered in light of the risks, expenses and difficulties frequently

encountered in the establishment of a relatively new business in the real estate
development industry, which is a continually evolving industry characterized by
an increasing number of market entrants and intense competition, as well as the
risks, expenses and difficulties encountered in the real estate development and
building construction business. The Company prior to its change has incurred
operating losses and has an accumulated deficit of approximately $7,562,493.
There can be no assurance that the Company will be successful in generating
revenues at a sufficient quantity or margin or that the Company will ever
achieve profitable operations.

SIGNIFICANT CAPITAL REQUIREMENTS; NEED FOR ADDITIONAL CAPITAL.

The Company's capital requirements have been and will continue to be
significant. The Company has been dependent primarily on existing capital and a
credit line. Future capital needs may be satisfied by either the private
placement of equity securities and/or debt financings. The Company based on its
cash requirements and exposure to liability from shareholder lawsuits is unsure
if existing capital will be sufficient for the next twelve months. In the event
that the Company's plans (due to unanticipated expenses, delays, problems, or
otherwise), the Company would be required to seek additional funding. Any such
additional funding could be in the form of additional equity capital. The
Company is currently, contemplating, pursuing potential funding opportunities.
However, there can be no assurance that any of such opportunities will result in
actual funding or that additional financing will be available to the Company
when needed, on commercially reasonable terms, or at all. If the Company is
unable to obtain additional financing if needed, it will likely be required to
curtail its real estate development plans and may possibly cease its operations.
Any additional equity financings may involve substantial dilution to the
Company's then-existing shareholders.

MANAGEMENT OF GROWTH AND ATTRACTION AND RETENTION OF KEY PERSONNEL.

Management of the Company's growth may place a considerable strain on the
Company's management, operations and systems. The Company's ability to execute
any future business strategy will depend in part upon its ability to manage the
demands of a growing business. Any failure of the Company's management team to
effectively manage growth could have a material adverse affect on the Company's
business, financial condition or results of operations. The Company's future
success depends in large part on the continued service of its key management
personnel. The Company believes that its future success also depends on its
ability to attract and retain skilled technical, managerial and marketing
personnel. Competition for qualified personnel is intense. The Company has from
time to time experienced difficulties in recruiting qualified personnel. Failure
by the Company to attract and retain the personnel it requires could have a
material adverse affect on the financial condition and results of operations of
the Company.

VOLATILITY OF MARKET PRICE; ISSUANCE OF SUBSTANTIAL NUMBER OF SHARES; AUTHORIZED
SHARES; PROXY RULES.

The Company's Common Stock has been traded since 1994. The Company believes that
factors such as (but not limited to) the sale of common stock issued on
conversion of the Company's debentures, announcements of developments related to
the Company's business, fluctuations in the Company's quarterly or annual
operating results, failure to meet expectations, general economic conditions,
interest rate changes or money supply fluctuations and developments in the
Company's relationships with clients and suppliers will cause the price of the
Company's Common Stock to fluctuate substantially. In recent years the stock
market has experienced extreme price fluctuations, which have often been
unrelated to the operating performance of affected companies. Such fluctuations
could adversely affect the market price of the Company's Common Stock.

PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK.

The Commission adopted regulations which generally define a "penny stock" to be
any non-Nasdaq equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. Based upon the price of the Company's
Common Stock as currently traded on the OTC Bulletin Board, the Company's stock
is subject to Rule 15g-9 under the Exchange Act which imposes additional sales
practice requirements on broker-dealers which sell securities to persons other
than established customers and "accredited investors." For transactions covered
by this Rule, a broker-dealer must make a special suitability determination for
the purchaser and have received a purchasers' written consent to the transaction
prior to sale. Consequently, the Rule may have a negative effect on the ability
of shareholders to sell common shares of the Company in the secondary market.

MANAGEMENT CONTROLS THE COMPANY'S FUNDS.

Management has broad discretion over how to spend the funds held by the Company.
Although management will endeavor to act in the best interests of the
shareholders, there can be no assurance that the decision to utilize proceeds
will prove profitable to the Company.

THE COMPANY MAY NOT BE SUCCESSFUL.

The Company is to compete in the competitive market of real estate development
and housing construction. The Company's prospects for success will depend on
management's ability to successfully market its lots or houses to buyers and its
apartment projects to renters. As a result, demand and market acceptance for our
projects is subject to a high level of uncertainty. The Company currently has
limited resources to undertake the activities that will be necessary to acquire
property and build real estate projects. If the Company is unable to expand its
efforts, it will not generate substantial additional revenues. Investors should
be aware that if the Company is not successful in the operation of its current
business, or any future acquisition endeavors, each investor's entire investment
in the Common Stock of the Company could become worthless. Even if the Company
is successful in our operations and potential acquisitions, it is not certain
that investors will derive a profit from investment in the Company.

THE COMPANY RELIES ON ITS MANAGEMENT.

The Company is dependent upon the members of management set forth herein. If the
current management is no longer able to provide services to the Company, its
business will be negatively affected.

ADDITIONAL DEBT, OR EQUITY FINANCING MAY AFFECT INVESTOR'S ABILITY TO SELL
COMMON STOCK.

The Company's common stock currently trades on the OTC Bulletin Board under the
symbol ONSP. Stocks trading on the OTC Bulletin Board generally attract a
smaller number of market makers and a less active public market and may be
subject to significant volatility. If the Company raises additional money from
the sale of its Common Stock, the market price could drop and investor's ability
to sell stock could be diminished. Further, even if the Company is able to
increase its authorized shares, there can be no assurance that it will be able
to obtain sufficient shareholder votes in the future for any such increase,
which votes are required by Nevada law.

THE COMPANYS STRATEGY INCLUDES PURSUING STRATEGIC ACQUISITIONS THAT MAY NOT BE
SUCCESSFUL

The Company will consider acquiring businesses that are intended to add products
and or services. Acquisitions involve a number of operational risks that the
acquired business may not be successfully integrated, may distract management
attention, may involve unforeseen costs and liabilities, and possible regulatory

costs, some or all of which could have a materially adverse effect on the
Company's financial condition or results of operations. Additionally, the
Company may make acquisitions with cash or with stock, or a combination thereof.
If the Company does make any such acquisitions, various associated risks may be
encountered, including potential dilution to the Company's then current
shareholders, as a result of additional shares of common stock being issued in
connection with the acquisitions.

THE COMPANY'S STOCK PRICE WILL FLUCTUATE AND MAY FALL BELOW EXPECTATIONS OF
SECURITIES ANALYSTS AND INVESTORS, WHICH COULD SUBJECT THE COMPANY TO LITIGATION

The market price of the Company's common stock may fluctuate significantly in
response to a number of factors, some of which are beyond its control. These
factors include:

- quarterly variations in operating results;

- changes in accounting treatments or principles;

- existing litigation;

- announcements by the Company or its competitors of new products and
services offerings, significant contracts, acquisitions or strategic
relationships;

- additions or departures of key personnel;

- any future sales of the Company's common stock or other securities;

- stock market price and volume fluctuations of publicly-traded companies
in general and Internet-related companies in particular; and

- general political, economic and market conditions.

It is likely that in some future quarter the Company's operating results may
fall below the expectations of securities analysts and investors, which could
result in a decrease in the trading price of the Company's common stock. In the
past, securities class action litigation has often been brought against a
company following periods of volatility in the market price of its securities.
The Company may be the target of similar litigation in the future. Securities
litigation could result in substantial costs and divert management's attention
and resources, which could seriously harm the Company's business and operating
results.

THERE IS A LIMITED PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK AND THERE ARE NO
ASSURANCES OF A CONTINUED TRADING MARKET FOR THE COMPANY'S COMMON STOCK

The Company's common stock is currently quoted on the OTC Bulletin Board (R)
Market (OTCBB) under the symbol "ONSP". The Company's common stock is thinly
traded. There are no assurances the Company will maintain its OTC Bulletin Board
(R) listing. If the Company's common stock should be delisted from the OTC
Bulletin Board(R) Market, it is likely that the stock would then be quoted on
the Pink Sheets Market, which could materially and / or adversely effect any
future liquidity in the Company's common stock.

INABILITY TO SECURE AN INDEPENDENT AUDIT COMMITTEE MEMBER

Due to the potential exposure to litigation and small compensation, it may be
difficult to secure an Independent Audit Committee Member. If the Company is
unable to secure an Independent Audit Committee Member, it may be in violation
of current audit standards and may be subject to possible de-listing of which
could have a materially adverse affect on the Company's financial condition or
results of operations.

HISTORY OF BUSINESS

FORWARD LOOKING STATEMENTS

From time to time, the Company may publish forward-looking statements relative
to such matters as anticipated financial performance, business prospects,
technological developments and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. All statements other than statements of historical fact included in
this section or elsewhere in this report are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Exchange Act of 1934. Important factors that
could cause actual results to differ materially from those discussed in such

forward-looking statements include: 1. General economic factors including, but
not limited to, changes in interest rates and trends in disposable income; 2.
Information and technological advances; 3. Cost of products sold; 4.
Competition; and 5. Success of marketing, advertising and promotional campaigns.

A. LIQUIDITY AND CAPITAL RESOURCES

The Company based on its cash requirements and exposure to liability from
shareholder lawsuits is unsure if existing capital will be sufficient for the
next twelve months. The Company will be required to seek additional funding
during the next twelve months. The Company is currently, contemplating, pursuing
potential funding opportunities which may include additional equity capital.

However, there can be no assurance that any of such opportunities will result in
actual funding or that additional financing will be available to the Company
when needed, on commercially reasonable terms, or at all. Any additional equity
financings may involve substantial dilution to the Company's then-existing
shareholders.

During the nine months ended June 30, 2004, working capital decreased $460,396
to $220,669 from $681,065. During this same period, stockholders' equity
decreased $438,272 to $244,160 from $682,432. The decrease in stockholders'
equity is due mainly to the net loss for the period ($478,011) and the exercise
of employee stock options $36,600

The Company is currently a party to several legal proceedings and although the
Company will vigorously defend all of these actions, the Company is unable to
estimate with any reasonable certainty what liability it may have to these
litigants. There are no assurances that the Company will be successful in
defending these legal proceedings, or if successful the cost of defending these
legal proceedings may significantly deplete the capital of the Company impairing
the Company's ability to continue as a going concern. Accordingly, there are no
assurances that the Company will be successful in achieving the above plans, or
that such plans, if consummated, will enable the Company to obtain profitable
operations or continue as a going concern.

B. RESULTS OF OPERATIONS

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE - The Company's selling, general and
administrative expenses, including salaries and wages amounted to $473,383
during the nine months ended June 30, 2004 as compared to $251,098 during the
nine months ended June 30, 2003. The increase of $222,285 ncludes primarily a
decrease of ($31,500) for salaries , and ($11,883) for D & O insurance , off set
by a increase of $219,346 for legal fees due to the three ongoing lawsuits ,
$2,800 in stock transfer fees, $14,340 for travel for the meeting with potential
investment opportunities, and $25,532 in rent and related utilities.

INCOME TAXES - The Company recorded $181,453 in deferred income tax expense for
the nine-month period ended June 30, 2004, a 100% valuation allowance was taken
against this amount as of June 30, 2004. The Company recorded $141,263 in
deferred income tax expense for the nine-month period ended June 30, 2003, a
100% valuation allowance was taken against this amount as of June 30, 2003

The North Carolina Department of Revenue has contacted the Company with regard
to state income taxes for the tax year ended September 30, 1999. Upon
investigation, the Company has determined that former management did not file a
state income tax return in North Carolina for that year although a return was
filed in Florida for that year. The Company is in the process of investigating
the situation and of evaluating what action should be taken as a result of the
inquiry by the North Carolina Department of Revenue. The Company has been unable
to estimate with any reasonable certainty what liability it may have to the
State of North Carolina.

MARKETABLE EQUITY SECURITIES - As of June 30, 2003, the Company held 100,000
shares of eResource Capital Group (AMEX:RCG)("eResource") with a cost basis of
$504,000 ($5.04 per share). For the nine months ended June 30, 2003, the Company
recorded an unrealized loss from trading securities of ($25,000) on the
Company's stock and had a quoted market value of $55,000 or $0.55 (fifty five
cents) per share.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

2. Securities Actions:

ITEM 2.

CHANGE IN SECURITIES

On January 26, 2004 , Gary Schultheis exercised 122,000 employee stock options.
These options had an exercisable price of .30 a share.

ITEM 5.

OTHER INFORMATION

There is no immediate family relationship between or among any of the Directors
and Executive Officers, except Ms. Dermer who is the sister-in-law of Mr. Tabin.

Evaluation of disclosure controls and procedures

Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's President and Chief Financial Officer. Based upon that evaluation,
they concluded that the Company's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to satisfy
the Company's disclosure obligations under the Exchange Act.

Changes in internal controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

4.0 Long Term Incentive Stock Options Plan (1)

31.1 Certification of President Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of President Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
_________

(1) Incorporated by reference to the company's report on form S-8 dated
July 27, 2001

b. Reports on Form 8-K

1. Form 8-K filed with the Securities and Exchange Commission October 16,
2001 announcing the Onspan Networking, Inc. (the "Company"), filed a
Certificate pursuant to Section 78.207 of the Nevada Statutes whereby
the Company decreasing the number of issued and outstanding shares of
common stock, par value $.012, at a rate of one for twelve (1:12), and
proportionately decreasing the number of authorized shares of common
stock at a rate of one for twelve (1:12). As a result, the Company's
authorized common stock has been reduced from 100,000,000 shares to
8,333,333 shares, and the number of issued and outstanding shares of
common stock were reduced from 11,574,619 to approximately 964,552
shares.

2. Form 8-K filed with the Securities and Exchange Commission August 8,
2002 announcing on August 5, 2002, the Company sold and transferred the
stock of its wholly-owned subsidiary, InterLAN Communications, Inc. to
G. Anthony Munno, Martin Sainsbury Carter and Brian Ianniello, who were
executives and employees of InterLAN. In exchange for the assignment of
the InterLAN stock, Messrs. Munno, Carter and Ianniello transferred
21,168 shares of Onspan common shares, and Onspan was relieved of
substantially all obligations and guarantees provided to third parties.
Onspan also retained the right to a certain tax refund owing to
InterLAN. These individuals also resigned in all capacities as
directors, officers and/or employees of Onspan. InterLAN provides data
communications and network solutions and consulting services.

3. Form 8-K filed with the Securities and Exchange Commission June 7,2002
announcing on May 27, 2004, the Company entered into a stock purchase
agreement with Herbert Tabin, its President and Chief Executive
Officer, and Gary Schultheis, an employee of the Company, pursuant to
which the Company sold its wholly-owned subsidiary, Coventry One, Inc.,
to Messrs. Tabin and Schultheis. The sole asset of the subsidiary was a
single family home and lot located in Woodfield Country Club, Boca
Raton, Florida and related country club golf membership. The purchase
price for the shares of the subsidiary was $1,509,972, and Messrs.
Tabin and Schultheis also assumed responsibility for all expenses
associated with the property comprising the subsidiary, including an
existing tax balance of $21,188 due to Palm Beach County, Florida,
outstanding fees totaling $21,768 and an insurance payable of $17,043.
Messrs. Tabin and Schultheis also agreed to pay the Company 0.75% of
the gross sales amount of the property upon any subsequent sale
provided the gross sales price exceeds $2,000,001. The purchase price
for the subsidiary was based on a comprehensive certified appraisal.
Messrs Tabin and Schultheis bore the cost of the appraisal. The
Company, which had received engineering plans, had intended to renovate
and expand the existing home on the property.

SIGNATURE

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.

ONSPAN NETWORKING, INC.

Date: August 16, 2004 By: /s/ Herbert Tabin
-----------------
Herbert Tabin, President

Date: August 16, 2004 By: /s/ Marissa Dermer
------------------
Marissa Dermer, Chief Financial
and Principal Accounting Officer