FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May, 2001
INVESTORLINKS.COM INC. (Formerly: Opus Minerals Inc.)
- -------------------------------------------------------------------------------
(Translation of registrant's name into English)
Suite 203, 120 Front Street EastToronto, Ontario, M5A 4L9
---------------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover form 20-F or Form 40-F:
Form 20-F X Form 40-F____
-----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934:
Yes ____ No X
-----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82 _____________________
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.
INVESTORLINKS.COM INC. (formerly
Opus Minerals Inc.)
Date: /s/ May 17, 2001 By: /s/ Sandra J. Hall
----------------------- -----------------------------------
Sandra J. Hall, Director and Secretary
InvestorLinks.com
- -------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET
(Unaudited)
As at January 31, 2001
- -------------------------------------------------------------------------
ASSETS
Current
Cash $ 415,772
Short term investments 2,422,599
Accounts receivable and prepaid expenses 115,999
------------
2,954,370
Property and equipment 171,923
Deposits 5,247
Marketable securities 158,333
Internet investment site costs 385,177
------------
$ 3,675,050
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 87,914
------------
Shareholders' Equity
Share capital 5,063,410
Foreign exchange translation adjustment 17,752
Deficit (1,494,026)
------------
3,587,136
------------
$ 3,675,050
============
- -------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For the nine month period ended January 31, 2001
- -------------------------------------------------------------------------
Revenue
Advertising and sponsorship $ 109,899
Interest income 77,090
------------
186,989
Expenses
Amortization 9,836
Business development 223,286
Depreciation 14,132
General and administrative 465,632
Insurance 2,689
Interest 14,565
Investor relations 160,831
Marketing 15,961
Organization costs written off 3,248
Professional fees 172,988
Salaries and consulting 329,231
Shareholder information and annual meeting 29,153
Transfer agent fees 18,410
Write down of marketable securities 260,000
------------
1,719,962
------------
Loss for the period before the undernoted item 1,532,973
Unrealized foreign exchange gain (38,947)
------------
Net loss for the period $ 1,494,026
============
Net loss per share $ 0.08
============
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
INVESTORLINKS.COM INC.
- ----------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the nine month period ended January 31, 2001
- ----------------------------------------------------------------------------
Cash provided by (used in)
Operating activities
Net loss for the period $ (1,494,026)
Add items not requiring an outlay of cash
Amortization 9,329
Depreciation 14,151
Unrealized gain on foreign exchange 17,752
Shares issued for business development 223,286
----------------
(1,229,508)
Net changes in non-cash working capital
Decrease in accounts receivable 103,123
Decrease in accounts payable and accrued
liabilities (95,384)
----------------
(1,221,769)
----------------
Investing activities
Proceeds from sale of marketable securities 278,600
Marketable securities written down to fair market
value 260,000
Short term investments (1,675,794)
Purchase of capital assets (133,410)
Web site design (67,456)
Leasehold improvements (3,936)
----------------
(1,341,996)
----------------
Financing activities
Deposits (5,247)
Repayment of loan payable (458,273)
Issuance of common shares 3,316,481
----------------
2,852,961
----------------
Increase in cash 289,196
Cash, beginning of period 126,576
----------------
Cash, end of period $ 415,772
================
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
Notes to Unaudited Consolidated Financial Statements
For the Nine Months Ended January 31, 2001
On July 25, 2000 the Company amended its Articles and changed its name from Opus
Minerals Inc. to Investorlinks.com Inc.
Basis of Presentation
These financial statements include the accounts of Investorlinks.com Inc.
("Investorlinks" or the "Company") and its wholly owned subsidiary IL Data
Canada, Inc. "IL Canada", a Canadian company, who owns IL Data Corporation,
Inc. ("IL Nevada") who owns
and operates the Internet investment site www.investorlinks.com. All dollar
---------------------
amounts referred to herein are Canadian Dollars unless indicated otherwise.
Business Acquisitions and Combination
On June 6, 2000, the following transactions occurred:
(a) Business Acquisitions
(i) IL Canada, a newly incorporated inactive company, acquired all of the
issued shares of IL Nevada, a newly incorporated inactive company for
US $6,800 cash.
2. Business Acquisitions and Combination (Con't.)
(ii) IL Nevada acquired the unincorporated business, InvestorLinks.com LLC
("LLC") from a person who became a director of the Company and the
director's spouse for US $300,000 cash.
The net assets acquired at fair value are as follows:
=========================================================================
IL Nevada - US Investorlinks.com LLC - US
Dollars Dollars
-------------------------------------------------------------------------
Cash $ 6,800 $ 5,500
Current Assets - 68,483
Capital Assets - 26,500
Current Liabilities - (21,737)
--------- ----------
Net Assets 6,800 78,746
Consideration 6,800 300,000
--------- ----------
Excess of consideration $ - $221,254
given over net assets ---------- ----------
acquired /(1)/
=========================================================================
/(1)/ The excess of consideration given over the net assets of LLC
acquired is attributed to the cost of the Internet investment site.
(b) Business Combination
On June 6, 2000, after the business acquisitions referred to in Note 2(a),
Investorlinks acquired all of the issued shares of IL Canada for consideration
of 6,800,000 common shares of the Company having a stated value of $1,700,000.
After this transaction, the shareholders of IL Canada owned 47% of the issued
shares of Investorlinks. The business combination has been accounted for as a
reverse take-over of Investorlinks by IL Canada.
Application of reverse take-over accounting results in the following:
(i) IL Canada is deemed to be the acquirer for accounting purposes; its
assets and liabilities are included in the consolidated balance sheet
at their carrying values.
(ii) The consolidated balance sheet combines the assets and liabilities of
Investorlinks as an acquisition under the purchase method of
accounting. The net assets acquired at fair value as at June 6, 2000
are as follows:
====================================================================
Canadian Dollars
--------------------------------------------------------------------
Cash and short term investments $840,413
Marketable securities 696,933
Current assets 117,855
Capital assets 9,553
Current liabilities (151,163)
-----------
Consideration attributed to the stated
capital of the shares issued $1,513,591
-----------
====================================================================
Share Capital
(a) Authorized
Unlimited non-participating, redeemable, voting preference shares
Unlimited common shares
(b) Issued
Preference Shares - Nil
Common shares issued prior to the reverse takeover:
========================================================================
Investorlinks Number of Shares Stated Capital
------------------------------------------------------------------------
Balance at April 30, 2000 6,944,576 $6,222,102
Options exercised 300,000 75,000
Warrants exercised 300,000 105,000
--------- ----------
Balance at June 5, 2000 7,544,576 $6,402,102
--------- ----------
========================================================================
======================================================================================
IL Canada Number of Shares Stated Capital
--------------------------------------------------------------------------------------
Common shares issued upon incorporation for
cash and balance as at June 6, 2000 6,800 $ 10,052
======================================================================================
3. Share Capital (Con't.)
Common shares issued from the date of the reverse takeover:
======================================================================================
Investorlinks Number of Shares Stated Capital
--------------------------------------------------------------------------------------
Balance as at date of reverse take-over /(1)/ 7,544,576 $ 10,052
Issued on acquisition 6,800,000 1,513,591
Warrants exercised 3,000,000 1,050,000
Issued per Private placement 680,000 2,266,481
Issued per strategic alliance service agreement 1,500,000 5,168,813
(Note 7) --------- ---------
19,524,576 10,008,937
Shares to be released (Note 7) (1,433,333) (4,945,527)
----------- -----------
Balance as at January 31, 2001 18,091,243 $ 5,063,410
----------- -----------
=====================================================================================
/(1)/ The balance as at the date of the reverse take-over consists of
the number of shares issued in the Company and the stated capital
of IL Canada.
(c) Common Share Purchase Options
Options outstanding, beginning of period 630,000
Granted 961,000
Exercised (300,000)
---------
Options outstanding, end of period 1,291,000
=========
At January 31, 2001 the following common share purchase options are
outstanding:
=======================================================================
Number of
Issued to Outstanding Exercise Price Expiry Date
-----------------------------------------------------------------------
Director 30,000 $0.30 August 3, 2002
Consultant 300,000 $0.90 November 15, 2001
Directors 553,000 US $2.55 June 30, 2005
Employees 24,000 US $2.55 June 30, 2005
Consultant 9,000 US $2.55 June 30, 2005
Advisory Board 225,000 US $2.55 June 30, 2005
Consultant 150,000 US $2.55 June 30, 2002
=======================================================================
(d) Common Share Purchase Warrants
Warrants outstanding, beginning of period 3,340,000
Issued 680,000
Exercised (3,300,000)
Expired (40,000)
-----------
Warrants outstanding, end of period 680,000
===========
At January 31, 2001 the following common share purchase warrants are
outstanding:
============================================================================
Number of Outstanding Shares for Warrants Exercise Price Expiry Date
----------------------------------------------------------------------------
680,000 1 for 1 US $3.00 August 8, 2002
============================================================================
Comparative Financial Statements
There are no comparative financial statements as IL Canada, the acquiring
company, was a newly incorporated inactive company.
Loss Per Share
The loss per share figure has been calculated using the weighted average number
of common shares outstanding during the period. Exercise of common share
purchase options and common share purchase warrants would be anti-dilutive.
Segmented Information
The Company owns and operates the Internet investment site www.investorlinks.com
---------------------
indirectly through its subsidiary. The Company's revenue, net loss, and capital
assets, net of depreciation, have been identified based on geographic areas as
follows:
========================================================================
For the period ended January 31, 2001 Canada United States
------------------------------------------------------------------------
Revenue $ 72,261 $ 114,728
Net loss $ 783,882 $ 710,144
Capital assets, net $ 9,553 $ 162,370
========================================================================
Supplementary Cash Flow Information
The Company entered into a strategic alliance service agreement, effective
August 2, 2000 with a global financial content firm to provide business
development services. As consideration for the services to be provided over
twenty-nine months following the effective date, the Company will release common
shares on the basis of one common share for each US $2.25 of services provided
for a total of up to 1,500,000 common shares for total consideration of US
$3,375,000. Under the terms of the agreement the Company released 66,667 earned
common shares with a value of US $150,000 on August 9, 2000. The remaining
1,433,333 shares to be released will be in lots of 66,667 shares or US $150,000
of services rendered.
8. Subsequent Events
(a) Effective February 28, 2001 the Company and an Investor Relations
Consultant mutually agreed to terminate an agreement dated November 15,
1999, and amended on June 26, 2000. As a result, 150,000 common share
purchase options exercisable at US $2.55 per share and 300,000 common
share purchase options exercisable at $0.90 per share will expire on March
30, 2001.
(b) On March 7, 2001 the Company acquired for cancellation 4,890,000 common
shares in its capital from certain shareholders for US $0.05 per share,
settled employment contracts and cancelled 470,000 stock options
exercisable at US $2.55 per share.
-------------------------------------------------------------------
2 Adelaide Street West, Suite 301, Toronto, Ontario M5H 1L6