SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2000
Commission file number: 0-27645
PLANET411.COM INC.
(Exact name of registrant as specified in its charter)
DELAWARE 88-0258277
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
440 Rene Levesque West, Suite 401, Montreal, Quebec Canada H2Z 1V7
(Address of principal executive offices) (zip code)
(514) 866-4638
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) 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.
Yes [X] No [ ]
At February 9, 2001, there were 26,037,876 shares of the registrant's common
stock outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
1
Planet 411.com Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)
=======================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------
(Unaudited)
----------
2000-12-31 2000-06-30
---------- ----------
$ $
ASSETS
Current assets
Cash 37,872 89,837
Term deposits, 4.25% to 4.8%, maturing on March and April 2001 21,686 30,901
Accounts receivable 4,080 5,904
Sales taxes receivable 9,595 113,681
Advances to directors and shareholders, without interest 6,666 9,071
Prepaid expenses 29,409 89,564
---------- ----------
109,308 338,958
Capital assets, net 703,775 941,075
---------- ----------
813,083 1,280,033
========== ==========
LIABILITIES
Current liabilities
Accounts payable 1,272,718 924,382
Accrued liabilities 337,258 554,416
Interest-free demand loan from a director and shareholder 146,647
Short-term debt (Note 3) 749,639 33,800
Instalments on long-term debt 2,292 8,122
---------- ----------
2,508,554 1,520,720
Advances from directors and shareholders, without interest or repayment terms 6,665 13,520
Redeemable preferred stock of a subsidiary 285,474 285,474
---------- ----------
2,800,693 1,819,714
---------- ----------
SHAREHOLDERS' DEFICIENCY
Capital stock (Note 4)
Special voting stock, having a par value of $0.001, holding a number of
votes equal to the number of exchangeable shares of 3560309 Canada Inc.
outstanding other than those held directly or indirectly by the Company, 1
share authorized; 1 share December 31, 2000 and June 30, 2000 issued and outstanding -- --
Preferred stock, having a par value of $0.001, 10,000,000 shares authorized; none
issued -- --
Common stock, having a par value of $0.001, 69,999,999 shares authorized;
26,037,876 (December 31, 2000) and 24,950,841 (June 30, 2000) issued and
outstanding 26,038 24,951
Contributed surplus 4,876,723 3,573,368
Advance payment on capital stock units 266,631 1,304,442
Accumulated other comprehensive income 84,358 23,570
Deficit accumulated during the development stage (7,241,360) (5,466,012)
---------- ----------
(1,987,610) (539,681)
---------- ----------
813,083 1,280,033
========== ==========
- -----------------------------------------------------------------------------------------------------------------------
=======================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Planet 411.com Inc.
(A Development Stage Company)
Consolidated Operations
(Unaudited)
(In U.S. dollars)
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
For the period
1998-07-31
Three months Three months Six months Six months (inception)
ended ended ended ended through
2000-12-31 1999-12-31 2000-12-31 1999-12-31 2000-12-31
----------- ----------- ----------- ----------- -----------
$ $ $ $ $
Revenue 3,113 -- 10,364 -- 17,024
----------- ----------- ----------- ----------- -----------
Operating and administrative expenses
Salaries 285,884 195,800 651,365 376,174 1,918,659
Fringe benefits 27,508 18,902 65,044 37,199 249,651
Subcontracts 7,777 10,024 77,247 15,593 799,598
Training 174 442 174 1,874 26,953
Advertising and marketing research (11,010) 234,994 106,864 253,928 608,294
Transportation 870 185 870 1,081 4,318
Promotion 500 26,678 1,036 31,270 65,719
Rent 37,365 11,806 76,355 35,161 242,354
Web hosting and maintenance of licenses 117,629 292,009 230,204 298,405 829,836
Rental, maintenance and repairs 601 412 3,306 745 28,388
Taxes and permits 9,120 2,740 18,700 7,232 52,073
Insurance 721 5,440 1,463 7,582 7,254
Office supplies and courier 10,557 11,661 23,503 23,467 142,896
Communications 12,005 3,837 23,886 12,106 89,683
Professional fees 51,921 6,230 165,360 76,203 1,215,691
Interest on short-term debt and bank charges 18,724 1,003 27,302 4,648 53,986
Interest on long-term debt 133 277 366 842 4,980
Service contracts 568 26,080 1,087 26,080 94,589
Travel 1,851 8,461 9,783 15,848 81,586
Foreign exchange (24,248) (17,422) 72,243 (12,490) (2,511)
Loss (gain) on disposal of capital assets (1,310) 7,621 7,621
Amortization of capital assets 109,194 56,959 221,933 110,284 736,766
----------- ----------- ----------- ----------- -----------
656,534 896,518 1,785,712 1,323,232 7,258,384
----------- ----------- ----------- ----------- -----------
Net loss 653,421 896,518 1,775,348 1,323,232 7,241,360
Other comprehensive income
Foreign exchange translation
adjustment (44,087) 25,917 60,788 52,286 84,358
----------- ----------- ----------- ----------- -----------
Comprehensive loss 697,508 870,601 1,714,560 1,270,946 7,157,002
=========== =========== =========== =========== ===========
Basic loss per share 0.02 0.03 0.05 0.04 0.29
=========== =========== =========== =========== ===========
Weighted average number of outstanding
shares of common stock (the special
voting stock considered as 8,364,998
shares of common stock) 34,402,874 32,264,709 34,012,959 32,267,376 24,814,689
=========== =========== =========== =========== ===========
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Planet 411.com Inc.
(A Development Stage Company)
Consolidated Changes in Shareholders' Equity (Deficiency)
(Unaudited)
(In U.S. dollars)
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
Special Common
voting stock stock
--------------------------- ---------------------------
Number of Number of
shares Amount shares Amount
----------- ----------- ----------- -----------
$ $
Special voting stock (8,364,998 votes) 1
Balance outstanding on April 20, 1999, date of reverse takeover 8,484,315 8,484
June 1999 - exercise of warrants - for cash 15,600,000 15,600
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
----------- ----------- ----------- -----------
Balance at June 30, 1999 1 -- 24,084,315 24,084
August 1999, cancellation of common stock - for cash (600,000) (600)
September 1999, capital stock units issued 107,800 108
Foreign exchange translation adjustment
Net loss
----------- ----------- ----------- -----------
Balance at September 30, 1999 1 -- 23,592,115 23,592
October 1999, capital stock units issued - for cash 233,340 233
November 1999, capital stock units issued - for cash 333,340 334
Foreign exchange translation adjustment
Net loss
----------- ----------- ----------- -----------
Balance at December 31, 1999 1 -- 24,158,795 24,159
January 2000, capital stock units issued - for cash 111,940 112
March 2000, capital stock units issued - for cash 680,106 680
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
----------- ----------- ----------- -----------
Balance at June 30, 2000 1 -- 24,950,841 24,951
September 2000, capital stock units issued 1,087,035 1,087
Foreign exchange translation adjustment
Net loss
----------- ----------- ----------- -----------
Balance at September 30, 2000 1 -- 26,037,876 26,038
Advance payment on capital stock units
Foreign exchange translation adjustment
Net loss
----------- ----------- ----------- -----------
Balance at December 31, 2000 1 -- 26,037,876 26,038
=========== =========== =========== ===========
Deficit
Advance Accumulated accumulated
payment on other during the
Contributed capital stock comprehensive development
surplus units income stage
----------- ----------- ----------- -----------
Amount Amount Amount Amount
----------- ----------- ----------- -----------
$ $ $ $
Special voting stock (8,364,998 votes) 104,444
Balance outstanding on April 20, 1999, date of reverse takeover (64,407)
June 1999 - exercise of warrants - for cash 894,400
Advance payment on capital stock units 539,000
Foreign exchange translation adjustment (26,472)
Net loss (984,546)
----------- ----------- ----------- -----------
Balance at June 30, 1999 934,437 539,000 (26,472) (984,546)
August 1999, cancellation of common stock - for cash (34,400)
September 1999, capital stock units issued 538,892 (539,000)
Foreign exchange translation adjustment 26,369
Net loss (426,714)
----------- ----------- ----------- -----------
Balance at September 30, 1999 1,438,929 -- (103) (1,411,260)
October 1999, capital stock units issued - for cash 349,777
November 1999, capital stock units issued - for cash 499,676
Foreign exchange translation adjustment 25,917
Net loss (896,518)
----------- ----------- ----------- -----------
Balance at December 31, 1999 2,288,382 -- 25,814 (2,307,778)
January 2000, capital stock units issued - for cash 149,888
March 2000, capital stock units issued - for cash 1,135,098
Advance payment on capital stock units 1,304,442
Foreign exchange translation adjustment (2,244)
Net loss (3,158,234)
----------- ----------- ----------- -----------
Balance at June 30, 2000 3,573,368 1,304,442 23,570 (5,466,012)
September 2000, capital stock units issued 1,303,355 (1,304,442)
Foreign exchange translation adjustment 104,875
Net loss (1,121,927)
----------- ----------- ----------- -----------
Balance at September 30, 2000 4,876,723 -- 128,445 (6,587,939)
Advance payment on capital stock units 266,631
Foreign exchange translation adjustment (44,087)
Net loss (653,421)
----------- ----------- ----------- -----------
Balance at December 31, 2000 4,876,723 266,631 84,358 (7,241,360)
=========== =========== =========== ===========
Total
shareholders'
equity
(deficiency)
-----------
Amount
-----------
$
Special voting stock (8,364,998 votes) 104,444
Balance outstanding on April 20, 1999, date of reverse takeover (55,923)
June 1999 - exercise of warrants - for cash 910,000
Advance payment on capital stock units 539,000
Foreign exchange translation adjustment (26,472)
Net loss (984,546)
-----------
Balance at June 30, 1999 486,503
August 1999, cancellation of common stock - for cash (35,000)
September 1999, capital stock units issued
Foreign exchange translation adjustment 26,369
Net loss (426,714)
-----------
Balance at September 30, 1999 51,158
October 1999, capital stock units issued - for cash 350,010
November 1999, capital stock units issued - for cash 500,010
Foreign exchange translation adjustment 25,917
Net loss (896,518)
-----------
Balance at December 31, 1999 30,577
January 2000, capital stock units issued - for cash 150,000
March 2000, capital stock units issued - for cash 1,135,778
Advance payment on capital stock units 1,304,442
Foreign exchange translation adjustment (2,244)
Net loss (3,158,234)
-----------
Balance at June 30, 2000 (539,681)
September 2000, capital stock units issued
Foreign exchange translation adjustment 104,875
Net loss (1,121,927)
-----------
Balance at September 30, 2000 (1,556,733)
Advance payment on capital stock units 266,631
Foreign exchange translation adjustment (44,087)
Net loss (653,421)
-----------
Balance at December 31, 2000 (1,987,610)
===========
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Planet 411.com Inc.
(A Development Stage Company)
Consolidated Cash Flows
(Unaudited)
(In U.S. dollars)
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
For the period
1998-07-31
Six months Six months (inception)
ended ended through
2000-12-31 1999-12-31 2000-12-31
---------- ---------- ----------
$ $ $
OPERATING ACTIVITIES
Net loss (1,775,348) (1,323,232) (7,241,360)
Non-cash items
Amortization of capital assets 221,933 110,284 736,766
Loss on disposal of capital assets 7,621 7,621
Changes in non-cash working capital items
Accounts receivable 1,824 (4,080)
Sales taxes receivable 104,086 (10,403) (9,595)
Prepaid expenses 60,155 (61,601) (29,409)
Accounts payable 361,148 347,974 1,138,323
Accrued liabilities (217,158) 29,281 337,258
---------- ---------- ----------
Cash flows from operating activities (1,235,739) (907,697) (5,064,476)
---------- ---------- ----------
INVESTING ACTIVITIES
Cash position of acquired company 263
Term deposit 9,215 (21,686)
Advances to directors and shareholders 2,859 (6,666)
Other advances 13,695
Proceeds from disposal of capital assets 5,750 5,750
Capital assets (60,372) (120,497) (1,359,424)
Effect of exchange rate changes 1,995 3,042 2,758
---------- ---------- ----------
Cash flows from investing activities (40,553) (103,760) (1,379,005)
---------- ---------- ----------
FINANCING ACTIVITIES
Advances to related companies (44,242)
Advance from directors (6,855) 5,519 6,665
Repayment of long-term debt (5,830) (3,019) (19,610)
Proceeds interest-free demand loan from a director and shareholder 146,647 146,647
Proceeds on short-term debt 805,418 839,218
Repayment of short-term debt (89,883) (89,883)
Issuance of preferred shares of a subsidiary company - non-controlling
interest 285,474
Issuance of capital stock 3,150,242
Cancellation of capital stock (35,000) (35,000)
Advance payment on capital stock units 266,631 1,000,020 2,110,073
Effect of exchange rate changes 108,199 658 131,769
---------- ---------- ----------
Cash flows from financing activities 1,224,327 968,178 6,481,353
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents (51,965) (43,279) 37,872
Cash and cash equivalents, beginning of period 89,837 62,970
---------- ---------- ----------
Cash and cash equivalents, end of period 37,872 19,691 37,872
========== ========== ==========
SUPPLEMENTARY INFORMATION
Cash paid during the period for interest 233 842 4,126
========== ========== ==========
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
Planet 411.com Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
(In U.S. dollars)
================================================================================
1 - NATURE OF OPERATIONS
- --------------------------------------------------------------------------------
The Company, in its development stage, is involved in the e-business industry.
It provides end-to-end quality e-business solutions to businesses interested in
doing e-tailing (selling of retail goods on the Internet).
Going concern
The Company's consolidated financial statements for the six-month period ended
December 31, 2000 have been prepared on a going concern basis which contemplates
the realization of assets and the settlement of liabilities in the normal course
of business. The Company has incurred net losses of $1,775,348 in the six-month
period ended December 31, 2000 and $7,241,360 in the period July 31, 1998
(inception) through December 31, 2000. In addition, the Company has a
shareholders' deficiency of $1,987,610 and a working capital deficiency of
$2,399,246.
In December 2000, two service providers informed the Company that their
contracts would be terminated as they were owed approximately $230,000 and the
amounts were not being paid. Following negotiations payment schedules were put
in place and the service contracts continued. Subsequent to December 31, 2000,
the Company paid $80,000 to comply with the payment schedules.
Also in December 2000, the Company received a demand letter from a supplier to
pay approximately $55,000. The Company is currently negotiating an agreement
with respect to this claim. Subsequent to December 31, 2000, the Company paid
$16,600 towards this claim.
On January 24, 2001, subsequent to the balance sheet date, the Company signed an
Option Agreement by which Cash Card Inc. had an option to acquire 60% (on a
fully diluted basis) of the equity of Planet 411.com Inc. prior to March 21,
2001 for $6,000,000. The option was exercisable immediately but was subject to
Cash Card Inc. providing interim financing, and assigning certain contracts and
licenses to the Company. Failure to do so would result in Cash Card Inc.'s loss
of its right under the option.
On February 14, 2001, the expiration date of the Option Agreement was
accelerated and the Option Agreement terminated in accordance with its terms, as
Cash Card, Inc. had defaulted in its obligations under the Option Agreement.
Prior to the termination of the Option Agreement, Cash Card had assigned to the
Company one contract that Cash Card had procured, and the termination of the
Option Agreement will have no impact on this assignment. Furthermore, Cash Card
and the Company have executed a letter of understanding whereby Cash Card has
agreed to assign additional Internet-based transaction processing contracts to
the Company on terms to be negotiated on a case-by-case basis.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Planet 411.com Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
(In U.S. dollars)
================================================================================
1 - NATURE OF OPERATIONS (Continued)
- --------------------------------------------------------------------------------
The Company's management plans to raise capital to fund continuing operations by
the utilization of one or a combination of the following:
1) Private placement of equity securities and/or debenture financing through
negotiations with capital investors.
2) Formation of a joint venture of the Company with a strategic partner to
provide the capital resources to deploy the operations.
3) Agreement with an underwriter to undertake a public issuance of shares.
================================================================================
2 - BASIS OF PRESENTATION
- --------------------------------------------------------------------------------
The financial statements reflect all adjustments which are, in the opinion of
management, necessary to present fairly the Company's financial position as at
December 31, 2000, results of operations for the six and three-month periods and
cash flows for the six-month period ended December 31, 2000 and 1999. The
financial statements should be read in conjunction with the summary of
significant accounting policies and notes to financial statements included in
the Company's Form 10-K. The results of operations for the six and three-month
periods ended December 31, 2000 are not necessarily indicative of the results to
be expected for the full year.
================================================================================
3 - SHORT-TERM DEBT
- --------------------------------------------------------------------------------
During the six-month period ended December 31, 2000, the Company received
$545,000(a) and issued promissory notes due on demand at any time after January
1st, 2001. The Company also incurred a net amount of $171,310(a) as short-term
interest-free demand loans.
(Unaudited)
2000-12-31 2000-06-30
------------ ------------
10% 33,329 33,800
5% 545,000
Interest-free 171,310
------------ ------------
Total 749,639 33,800
============ ============
(a) Received from a shareholder.
Planet 411.com Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
(In U.S. dollars)
================================================================================
4 - CAPITAL STOCK
- --------------------------------------------------------------------------------
Stock split
On September 20, 2000, the directors of 3560309 Canada Inc. reduced by reverse
split the number of issued and outstanding exchangeable shares by a factor of
3:1 such that three of such exchangeable shares became one exchangeable share.
The number of outstanding exchangeable shares decreased from 25,094,996 to
8,364,998. As a result, the number of votes available on the special voting
stock issued by the Company has been reduced by a factor of 3:1 to 8,364,998.
Warrants
At December 31, 2000, in connection with the issuance of stock units, warrants
to purchase 680,106 shares of common stock for $1.67 and 1,087,035 shares of
common stock for $1.20 are outstanding. The warrants expire March 29, 2001 and
September 5, 2001 respectively.
Advance payment for capital stock
During the quarter ended December 31, 2000, the Company received $266,631
(CA$400,000) with respect to a private sale of 3,418,346 shares of common stock
at $0.078 per share. As of December 31, 2000, no shares have been issued with
respect to this private sale.
Subsequent to December 31, 2000, the Company received $466,604 (CA$700,000) with
respect to a private sale for 5,982,103 shares of common stock at $0.078 per
share.
Stock compensation plan
The following table summarizes the changes in the stock option plan during the
six-month period ended December 31, 2000:
Weighted
Range of Number average
exercise price of options exercise price
-------------- ------------ --------------
$ $
Outstanding, June 30, 2000 1.38 - 2.00 8,103,723 1.98
Granted 0.69 - 1.97 729,503 1.55
Cancelled 2.00 (146,745) 2.00
----------- --------------
Outstanding, December 31, 2000 8,686,481 1.90
=========== ==============
Options exercisable, end of period 1,174,766 2.00
=========== ==============
Item 2. Management's Discussion and Analysis of Financial Position and Results
of Operations
Forward Looking Statements
The following presentation contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are
based on our current expectations and relate to anticipated future events that
are not historical facts, such as our business strategies and their intended
results. Our actual results could differ materially from those set forth in the
forward-looking statements as a result of (i) changes in general economic
conditions, (ii) changes in the assumptions used in making these statements,
(iii) our lack of a long-term operating history, (iv) competition generally, and
in the technology sector in particular, (v) our ability to attract, hire, train
and retain competent personnel in a variety of functions, (vi) our ability to
raise sufficient capital to fund our expansion, and (vii) our continued ability
to generate virtual stores that attract visitors to our e-merchants' Websites. A
more complete (although non-exhaustive) description of the risk factors
applicable to our business is found in our Annual Report on Form 10-K for the
fiscal year ended June 30, 2000.
Results of Operations
Three- and Six-Month Periods ended December 31, 2000 compared to Three- and
Six-Month Periods ended December 31, 1999
General
The Company made the first sales of its products and services in the fourth
quarter of its last fiscal year (ending June 30, 2000), during which it placed
its first virtual stores online. During the first quarter of the current fiscal
year, five more merchants went online using the Company's solution. During the
first quarter of this fiscal year, the Company changed its focus to medium- and
large-scale retailers, instead of small- and medium-sized retailers. During the
second fiscal quarter (ended December 31, 2000), the Company had revenues of
$3,113 and did not place any new virtual stores on line. Revenues for the first
six months of the fiscal year were $10,364. Management believes the results for
the second quarter are attributable to the general downturn in the high
technology "dotcom" markets and merchants' reluctance to start their online
business during the holiday season.
Operating and administrative expenses for the first six months of the
fiscal year were $1,785,712, an increase of $462,480, or 35%, over the six-month
period ended December 31, 1999. However, operating and administrative expenses
for the three months ended December 31, 2000 were $656,534, which represents a
decrease of $239,984, or 27%, in expenses incurred for the three months ended
December 31, 1999.
The variances of the expenses incurred during the three and six month
periods ended December 31, 2000, compared to December 31, 1999, reflect the
following:
2
o The Company had more employees in 2000 than 1999, and those employees
were earning higher salaries. Salary and benefit expenses increased by
$98,690, or 46%, for the fiscal quarter and $303,036, or 73%, for the
six-month period ended December 31, 2000, compared to the respective
periods ended December 31, 1999. The Company reduced its salary
expenses by $79,597 from the first fiscal quarter ($365,481) to the
second fiscal quarter ($285,884) as a result of a reduction in the
number of employees.
o The Company continued to incur increased professional fees, primarily
in connection with the preparation of the Company's interim financial
statements and in connection with its securities filings and private
placement negotiations. These amounts increased $45,691, or
approximately seven-fold, for the fiscal quarter and $89,157, or 117%,
for the six-month period ended December 31, 2000, compared to the
respective periods ended December 31, 1999. In comparison to the
fiscal quarter ended September 30, 2000, professional fees in the
fiscal quarter ended December 31, 2000, decreased by $61,518, or 54%.
o Due to the Company's increased office space, its rent increased by
$25,559 and $41,194, respectively, for the fiscal quarter and
six-month period ended December 31, 2000, as compared to the
respective periods ended December 31, 1999.
o The aforementioned increases in expenses were offset by decreases in
advertising and marketing research costs in the three months ended
December 31, 2000. Expenses for market studies and public relations
costs related to the Company's business model and its publicity
campaign that were incurred in the fiscal quarter ended December 31,
1999 were not incurred in subsequent periods. This resulted in
decreases in advertising and marketing of $246,004 for the fiscal
quarter and $147,064 for the six-month period ended December 31, 2000,
compared to the respective periods ended December 31, 1999.
o Lower web hosting and maintenance of licensing fees contributed
significantly to the decrease in administrative and operating
expenses. Because the Company did not renew certain online services
that management believed were no longer required under the new
business plan, as well as one-time setup fees that were incurred in
the three-month period ended December 31, 1999, these fees decreased
by $174,380 and $68,201 for the fiscal quarter and six-month period
ended December 31, 2000, as compared to the respective periods ended
December 31, 1999.
o The decrease from quarter to quarter in administrative and operating
expenses also resulted from a $25,512 decrease in service contract
expenses in the fiscal quarter ended December 31, 2000, compared to
the fiscal quarter ended December 31, 1999. This decrease is
attributable to a service contact that was not renewed because it was
not required under the Company's new business plan.
For the fiscal quarter ended December 31, 2000, the Company had a net loss
of $653,421, compared to a net loss for the quarter ended December 31, 1999, of
$896,518. For the six
3
months ended December 31, 2000, the Company had a net loss of $1,775,348,
compared to a net loss for the six months ended December 31, 1999, of
$1,323,232.
Liquidity and Capital Resources
During the fiscal quarter ended September 30, 2000, the Company received a
loan of $545,000 from a shareholder. The loan bears interest at five percent and
is payable on demand. The Company also obtained interest-free demand loans from
the same shareholder in the aggregate amount of $171,310 (Cdn.$257,000) during
the previous fiscal quarter. (References in this report to Canadian dollar
amounts indicate that the applicable loan or advance was made in Canadian
dollars.) At December 31, 2000, the Company had $37,872 in cash available to
fund operations.
During the quarter ended December 31, 2000, the Company received an advance
of $266,631 (Cdn.$400,000) with respect to a private sale of 3,418,346 shares of
its common stock at $0.078 per share. As of December 31, 2000, none of such
shares had been issued. Subsequent to December 31, 2000, the Company received an
additional $466,604 (Cdn.$700,000) advance with respect to 5,982,103 additional
shares of common stock to be purchased by the same investor for $0.078 per
share.
At December 31, 2000, the Company had $37,872 and working capital of
- -$2,399,246. The Company requires immediate and ongoing substantial financing to
continue to fund its operations at current levels. The Company's current monthly
operating expenses total approximately $175,000, of which a substantial portion
is now being provided through financing of trade and other payables with
suppliers and other creditors. Failure to obtain financing within this
time-frame will require the Company to either substantially reduce its
operations or cease operations altogether. Further, the Company anticipates that
it will require substantial additional financing beyond that required for its
current operations if it is to expand these operations in furtherance of its
current business plan. The failure to obtain this long-term financing would have
a material adverse effect on the financial position and results of operation of
the Company, and would be likely to cause the Company to sharply reduce the
products and services offered and ongoing development of its products and
services. The Company has no arrangements or commitments for any immediate or
long-term financing, and there is no assurance that the Company will be able to
raise additional working capital through equity or debt financing at
commercially reasonable rates, if at all. Furthermore, any such financing may be
at terms that could significantly dilute the Company's existing shareholders.
Subsequent Event
On January 24, 2001, the Company issued an option to Cash Card, Inc.,
exercisable for approximately 74.7% (60% on a fully-diluted basis) of the
Company's authorized and issued shares of common stock, as well as veto rights
with respect to certain "corporate" transactions and preemptive rights with
respect to offerings of securities through January 24, 2001. The terms of the
options were modified on January 31, 2001. This option, as so amended, is
described in greater detail in (and attached as an exhibit to) the Company's
Form 8-K filed with
4
the Securities and Exchange Commission on February 8, 2001. In consideration for
this option, Cash Card was to deliver the following to the Company:
(1) a $500,000 working capital loan, $50,000 of which was deliverable on
February 5, 2001, and the balance of which was deliverable on or
before February 14, 2001;
(2) assignments relating to e-commerce contracts procured by Cash Card
related to Internet-based transaction processing; and
(3) not later than February 28, 2001, an additional line of credit
aggregating $3,000,000 (exclusive of the aforementioned working
capital loan).
The Company had received confirmation of the commencement of preliminary
transfers (to Cash Card) in connection with the $50,000 portion of the loan due
on February 5th. However, such funds, as well as the balance of $450,000 due
February 14, 2001, were never received by the Company. Accordingly, in
accordance with the terms of the option, the expiration date was automatically
accelerated and the option terminated.
Prior to the termination of the option, Cash Card had assigned to the
Company one contract that Cash Card had procured, and the termination of the
option will have no impact on this assignment. Furthermore, Cash Card and the
Company have executed a letter of understanding whereby Cash Card has agreed to
assign additional Internet-based transaction processing contracts to the Company
on terms to be negotiated on a case-by-case basis.
* * *
Item 3. There have been no material changes from the information provided with
respect to market risk in the registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds.
The Company did not issue any securities during the quarter ended December
31, 2001. However, as described under "Liquidity and Capital Resources," the
Company received $266,631 (Cdn.$400,000) as an advance to be applied to the
purchase of 3,418,346 shares of the Company's common stock at a price of $0.078
per share. The same investor made a second
5
advance of $466,604 (Cdn.$700,000) in January 2001 for 5,982,103 additional
shares at the same price. The advances were used for general corporate purposes.
The Company is relying on the exemption from registration provided in Regulation
S under the Securities Act of 1933, as amended, as the investor is not a "U.S.
Person," the transaction was effected in an offshore transaction and the Company
did not engage in any directed selling efforts in the United States in
connection with this transaction.
Items 3 through 5. The registrant has nothing additional to report under these
items.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - None.
(b) Reports on Form 8K - None were filed in the quarter ended December 31, 2001.
In Part I, Item 2, "Subsequent Event," reference is made to the registrant's
Form 8-K filed with the Securities and Exchange Commission on February 8, 2001.
[Signature Page is Next]
6
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.
PLANET411.COM INC.
Dated: February 20, 2001 By: /s/ Laval Bolduc
-------------------------------
Laval Bolduc
Chief Financial Officer
(Authorized Signatory)
Treasurer
(Chief Accounting Officer)
7