U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to _____________
Commission file number 0-28879
COOL ENTERTAINMENT INC.
(Exact name of small business issuer as specified in its charter)
COLORADO APPLIED FOR
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10900 N.E. 8TH STREET, SUITE 900, BELLEVUE, WASHINGTON 98004
(Address of principal executive offices)
(888) 603-8833
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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___ No _X_
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:
36,218,863 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF
DECEMBER 31, 1999
Transitional Small Business Disclosure Format (check one); Yes___ No_X_
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A DEVELOPMENT STAGE ENTERPRISE)
Interim Consolidated Balance Sheets
(Expressed in U.S. Dollars)
DECEMBER
31, JUNE 30,
1999 1999
============== ===============
(UNAUDITED) (AUDITED)
ASSETS
Current asset:
Cash $ 37,649 $ 89,058
Subscriptions receivable 8,000 0
-------------- ---------------
Total current assets 45,649 89,058
Property and equipment, net 17,736 0
Receivable from related party 50,296 45,297
-------------- ---------------
$ 113,681 $ 134,355
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 42,602 $ 15,107
Loan payable 0 15,000
42,602 30,107
Stockholders' equity:
Common stock, no par value, authorized 100,000,000 shares;
issued and outstanding 36,218,863 shares at December 31, 1999 386,545 217,158
Other paid-in capital 206,166 4,387
Deficit accumulated during the development stage (521,632) (117,297)
-------------- ---------------
Total stockholders' equity 71,079 104,248
$ 113,681 $ 134,355
============== ===============
See accompanying notes to interim consolidated financial statements.
Prepared by Management
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A DEVELOPMENT STAGE ENTERPRISE)
Interim Consolidated Statements of Operations
(Expressed in U.S. Dollars)
Period from Period from
Six Three November 3, November 3,
months ended months ended 1998 (inception) 1998 (inception)
December 31, December 31, December 31, December 31,
1999 1999 1998 1999
--------------- -------------- -------------- -----------------
(unaudited) (unaudited) (unaudited) (unaudited)
Operating expenses:
Organization costs $ - $ - $ - $ 1,218
Depreciation 3,276 1,001 3,276
Site development and maintenance 190,788 168,004 220,666
Management fees 114,869 65,876 141,558
Professional fees 42,503 14,318 81,950
Travel, advertising and promotion 29,901 2,232 44,681
Office and administrative 22,997 11,030 28282.4
--------------- -------------- -------------- -----------------
Loss for the period $ (404,335) $ (262,462) $ - $ (521,632)
=============== ============== ============== =================
Net loss per common share, basic and diluted $ (0.017)
Weighted average common shares outstanding,
basic and diluted 23,420,987
See accompanying notes to interim consolidated financial statements.
Prepared by Management
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A DEVELOPMENT STAGE ENTERPRISE)
Interim Consolidated Statement of Cash Flows
(Expressed in U.S. dollars)
Period from Period from
Six November 3, November 3,
months ended 1998 (inception) 1998 (inception)
December 31, to December 31, to December 31,
1999 1998 1999
--------------------- ------------------- ------------------
(unaudited) (unaudited)
Cash flows from operating activities:
Operations:
Loss for the period $ (404,335) $ - $ (521,632)
Items not involving cash:
Amortization - 1,218
Depreciation 3,276 - 3,276
Changes in operating asset and liabilities:
Subscriptions receivable (8,000) - (8,000)
Receivable from related party (4,999) - (26,929)
Accounts payable and accrued liabilities 12,493 15,000 26,248
--------------------- ------------------- ------------------
Net cash used in operating activities (401,565) 15,000 (525,819)
--------------------- ------------------- ------------------
Cash flows from investing activities:
Cash acquired on acquisition - - 2,960
Purchase of property and equipment (21,011) - (21,011)
--------------------- ------------------- ------------------
Net cash used in investing activities (21,011) - (18,051)
--------------------- ------------------- ------------------
Cash flows from financing activities:
Net proceeds from issuances of common stock and (15,000)
subscriptions
371,166 - 581,519
--------------------- ------------------- ------------------
Net cash provided by financing activities
371,166 (15,000) 581,519
--------------------- ------------------- ------------------
Net increase in cash and cash equivalents during the period
(51,410) - 37,649
Cash and cash equivalents at beginning of period
89,059 - -
--------------------- ------------------- ------------------
Cash and cash equivalents at end of period
37,649 - 37,649
Supplementary disclosure:
Non-cash transactions:
Stock issued to acquire Cool Entertainment Inc.
(note 2(a))
- 8,232
Interest paid
Taxes paid - -
- -
See accompanying notes to interim consolidated financial statements.
Prepared by Management
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A DEVELOPMENT STAGE ENTERPRISE)
Interim Consolidated Statement of Stockholders' Equity
(Expressed in U.S. Dollars)
Period from November 3, 1998 (inception) to December 31, 1999
Deficit
Accumulated
Other During Total
Common Stock Paid-In Development Stockholders'
SHARES AMOUNT CAPITAL STAGE EQUITY
------ ------ ------- ----- ------
Balance, November 3, 1998
(Minas Novas Gold Corp.
Common Stock) 12,483,533 $ 180,958 $ $ $ 180,958
Adjustment to comply with
reverse takeover accounting:
elimination of Minas
Novas common stock (180,958) (180,958)
Cool Washington
common stock 400 400
Common stock issued to
purchase all issued and
outstanding shares of
Cool Washington, March 1,
1999 (note 2(a)) 23,184,044 11,192 11,192
Common stock issued for cash,
April 12, 1999 at $0.75 per
share, net of issuance costs
of $2,849 40,000 27,151 27,151
Common stock issued for cash,
April 23, 1999 at $0.90 per
share, net of issuance costs
of $2,736 121,111 106,264 106,264
Fully paid stock subscriptions,
April 23, 1999, at $0.90 per
share, net of issuance costs
of $113 4,387 4,387
Common stock issued for cash,
May 28, 1999 at $0.75 per
share, net of issuance costs
of $2,849 100,000 72,151 72,151
Net loss (117,297) (117,297)
--------------------------------------------------------------------------------------
Balance, June 30, 1999 35,928,688 217,158 4,387 (117,297) 104,248
Fully paid stock subscriptions,
July 20, 1999 at $0.65 per
share, net of issuance costs
of nil 75,000 75,000
Fully paid stock subscriptions
August 6, 1999, at $0.53 per
share, net of issuance costs
of nil 55,985 55,985
Unpaid stock subscriptions
August 6, 1999, at $0.53 per
share, net of issuance costs
of nil (note 4) 19,015 19,015
Fully paid stock subscriptions
September 10, 1999, at $0.53 per
share, net of issuance costs
of nil 69,921 69,921
Unpaid stock subscriptions
September 10, 1999, at $0.53 per
share, net of issuance costs
of nil (note 4) 5,079 5,079
--------------------------------------------------------------------------------------
Net loss (141,873) (141,873)
--------------------------------------------------------------------------------------
Balance, September 30, 1999 35,928,688 $ 217,158 $ 229,387 $ (259,170) $ 187,375
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A DEVELOPMENT STAGE ENTERPRISE)
Interim Consolidated Statement of Stockholders' Equity
(Expressed in U.S. Dollars)
Period from November 3, 1998 (inception) to December 31, 1999
Deficit
Accumulated
Other During Total
Common Stock Paid-In Development Stockholders'
SHARES AMOUNT CAPITAL STAGE EQUITY
------ ------ ------- ----- ------
Issuance of common stock 226,000 135,372 (135,372) -
for fully paid stock subscriptions
Issuance of common stock 35,875 19,015 (19,015) -
for unpaid stock subscriptions
Common stock issued to satisfy loan
August 3rd, 1999 at $0.53 per share 28,300 15,000 15,000
Fully paid stock subscriptions
September 10, 1999, at $0.53 per
share, net of issuance costs
of nil (note 4) 166 166
Fully paid stock subscriptions
December 15, 1999, at $0.25 per
share, net of issuance costs
of nil 123,000 123,000
Unpaid stock subscriptions
December 15, 1999, at $0.25 per
share, net of issuance costs
of nil (note 4) 8,000 8,000
-
--------------------------------------------------------------------------------------
Net loss (262,462) (262,462)
--------------------------------------------------------------------------------------
Balance, December 31, 1999 36,218,863 $ 386,545 $ 206,166 $ (521,632) $ 71,079
======================================================================================
See accompanying notes to interim consolidated financial statements.
Prepared by Management
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A Development Stage Enterprise))
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
Six months ended December 31, 1999
Period from November 3, 1998 (inception) to December 31, 1999
================================================================================
1. GENERAL AND FUTURE OPERATIONS
Cool Entertainment Inc. (the "Company") was incorporated under the laws of
the State of Colorado on June 17, 1996, under the name of Minas Novas Gold
Corp. On February 15, 1999, the Company changed its name to Cool
Entertainment Inc. Prior to its acquisition of Cool Washington (note 2(a)),
the Company was a holding company with no substantive operations.
The Company is currently in the business of retailing entertainment related
products such as CDs, DVDs and videos through the website it is developing.
These consolidated financial statements have been prepared on a going
concern basis in accordance with United States generally accepted
accounting principles. The going concern basis of presentation assumes the
Company will continue in operation for the foreseeable future and will be
able to realize its assets and discharge its liabilities and commitments in
the normal course of business. Certain conditions, discussed below,
currently exist which raise substantial doubt upon the validity of this
assumption. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
The Company's future operations are dependent upon the market's acceptance
of its services and the Company's ability to secure strategic partnerships
There can be no assurance that the Company will be able to secure market
acceptance or strategic partnerships. As of December 31, 1999, the Company
is considered to be in the development stage as the Company has not
generated revenues and is continuing to develop its business. The Company
has experienced negative cash flows and operations have primarily been
financed through the issuance of common stock. The Company does not have
sufficient working capital to sustain operations until the end of the year
ended June 30, 2000. Management's plan is to raise additional debt or
equity financing and such financings may not be available or may not be
available on reasonable terms.
2. SIGNIFICANT ACCOUNTING POLICIES:
(a) Reverse takeover and basis of presentation:
On March 1, 1999, the Company issued 23,184,044 common shares for all
of the issued and outstanding shares of Cool Entertainment Inc. ("Cool
Washington"), a company incorporated in the State of Washington on
November 3, 1998. The acquisition was a reverse takeover with Cool
Washington being the deemed accounting acquiror for financial statement
purposes. The transaction has been accounted for as a capital
transaction effectively representing an issue of shares by Cool
Washington for the net assets of the Company.
1
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A Development Stage Enterprise))
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
Six months ended December 31, 1999
Period from November 3, 1998 (inception) to December 31, 1999
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(a) Reverse takeover and basis of presentation (continued):
The net assets acquired as follows:
Cash $ 2,960
Other working capital ,net 22,015
Organizational costs 1,217
Loan payable (15,000)
-----------------------------------------------------------------------
$ 11,192
=======================================================================
Acquisition related costs of $23,367 were incurred and were recorded as
professional fees.
The historical financial statements reflect the financial position of
Cool Washington from the date of its incorporation on November 3, 1998,
consolidated with those of the Company from March 1, 1999.
(b) Basis of consolidation:
These consolidated financial statements have been prepared using
generally accepted accounting principles in the United States. The
financial statements include the accounts of the Company's wholly-owned
subsidiary, Cool Washington and all adjustments, consisting solely of
normal recurring adjustments, which in management's opinion are
necessary for a fair presentation of the financial results for the
interim periods. The financial statements have been prepared consistent
with the accounting policies described in the Company's financial
statements for the period ended June 30, 1999 and should be read in
conjunction therewith. Certain comparative figures have been
reclassified to conform to the presentation adopted in the current
period.
(c) Use of estimates:
The preparation of consolidated financial statements in accordance with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the recorded amounts of assets
and liabilities and the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and reported
revenues and expenses for the reporting period. Actual results could
differ from those estimates.
(d) Property and equipment
Property and equipment are stated at cost and are depreciated using the
straight line method over their estimated useful life determined to be
2 years.
2
COOL ENTERTAINMENT INC.
(FORMERLY MINAS NOVAS GOLD CORP.)
(A Development Stage Enterprise))
Notes to Interim Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
Six months ended December 31, 1999
Period from November 3, 1998 (inception) to December 31, 1999
================================================================================
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(e) Net loss per share:
Basic loss per share is computed using the weighted average number of
common shares outstanding during the period. Fully paid common share
subscriptions that entitles the holder to dividends are included in
weighted average number of common shares. Diluted loss per share is
computed using the weighted average number of common and potentially
dilutive common stock outstanding during the period. As the Company has
a net loss in the period presented, basic and diluted net loss per
share are the same.
Excluded from the computation of diluted loss per share for the period
ended December 31, 1999 are 17,388,033 shares of common stock held in
escrow. The release of these escrowed shares is contingent upon the
Company's achievement of certain financing and website development
milestones.
3. RELATED PARTY BALANCES AND TRANSACTIONS:
In March, 1999, the Company entered into a contract with a company, Cool
Management Inc., controlled by its stockholders to provide management
services, site development and other professional services at cost plus
10%. The expiry date of the contract is contingent upon the Company's
achievement of certain financing milestones and will conclude on the date
the final milestone is reached or upon the termination of the financing
agent. The receivable from related party is non-interest bearing, unsecured
and due on demand. The funds were advanced to Cool Management Inc. to fund
development of the Company's website.
4. SUBSEQUENT EVENTS:
(a) Subsequent to the quarter ending December 31, 1999 - 524,000 common
shares are anticipated to be issued at $0.25 per share to finance the
operations of the Company.
(b) Cash was received subsequent to quarter end for the common stock
subscription agreements to finance the operations of the Company and
are recorded as subscriptions receivable on the balance sheet.
3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The acquisition of Cool Entertainment Inc., a Washington corporation
("Cool Washington") on March 1, 1999 has been accounted for as a reverse
takeover with Cool Washington being the deemed acquiror for accounting purposes.
The transaction has been accounted for as the issuance of shares by Cool
Washington for the net assets of the Company. Accordingly, the financial
statements included with this registration statement reflect the financial
position, results of operations, and cash flows of Cool Washington from the date
of its incorporation on November 3, 1998, consolidated with those of the Company
from March 1, 1999.
RESULTS OF OPERATIONS
The Company is considered to be in the development stage since it has
not generated revenues and is continuing to develop its business. The Company
will not be able to generate any revenues until the first calendar quarter of
2000.
From inception to June 30, 1999, the Company generated a net loss of
$117,297. Approximately 34% of the operating expenses were professional fees. Of
this amount, 59% or $23,367 were costs related to the acquisition of Cool
Washington. Of the remaining operating expenses, $29,878 was incurred for site
development and maintenance and $26,689 were management fees.
For the six months ended December 31, 1999, the Company incurred a loss
of $404,335. Operating expenses consisted of the following: site development and
maintenance of $190,788, management fees of $114,869, professional fees of
$42,503, travel, advertising and promotion of $29,901, and $22,997 for office
and administration. These expenditures reflect the Company's launch of its
website, coolentertainment.com, on January 26, 2000.
Since inception (November 3, 1998), the Company has incurred a net loss
of $521,632.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999 and December 31, 1999, the Company had working capital
of $58,951 and $3,047, respectively. All of the Company's liquidity has been
provided through the sale of its Common Stock. For the period from November 3,
1998 to June 30, 1999, the Company has received $210,353 in net proceeds from
the issuance of its Common Stock. During the six months ended December 31, 1999,
the Company received an additional $371,166 from the sale of stock.
PLAN OF OPERATION
As of January 1, 2000, the Company had cash of approximately $90,000,
which will satisfy its requirements through February 2000. Additional funds have
been raised to complete the development of the website and to continue
operations through the end of June 2000. In addition,
10
the Company is required to raise more funds for a marketing campaign. The
Company is dependent upon external sources of funds and there is no assurance
that any such funding will be available to the Company. The Company does not
anticipate making any expenditures for plant or equipment, but expects to
increase the number of employees after its website is launched and fully
operational.
Due to the losses generated to date and the fact that operations have
been financed through the issuance of Common Stock, there is substantial doubt
about the Company's ability to continue as a going concern. As stated above, the
Company does not have sufficient working capital to sustain operations until the
end of its current fiscal year, which ends June 30, 2000. Additional debt or
equity financing will be required and may not be available or may not be
available on reasonable terms.
YEAR 2000 READINESS DISCLOSURE
The Year 2000 issue refers to the inability of computer and other
information technology systems to properly process date and time information due
to the programming of a two digit year rather than a four digit year. The risk
is that a system will recognize the digits "00" as 1900 rather than the year
2000, or that the system may not recognize "00" as a year at all. As a result,
computers and embedded processing systems may be at risk of malfunctioning.
The Company has completed its assessment of the impact of Year 2000
issues on its business operations. The Year 2000 issue may affect the Company in
four principal areas including: (1) computer systems such as personal computers,
operating systems, business software, and application software including
accounting systems, technical support software and administration software; (2)
field assets (primarily embedded systems) such as programmable logic controllers
and equipment control panels; (3) other systems such as telephones, photocopiers
and facsimile machines; and (4) third-party suppliers and service providers such
as banks and insurance companies.
To date, the Company has implemented and tested its computer software
and hardware for Year 2000 compliance and has concluded that its hardware and
software is Year 2000 compliant.
The Company's Year 2000 program is designed to reduce the Company's
risk of material losses due to the Year 2000 issue. Management does not
anticipate any material adverse effect from the Year 2000 issue; however, the
Company cannot be certain that it will not suffer material adverse effects in
the event that third parties upon which the Company is dependent are unable to
resolve their Year 2000 issues. The Company did not experience any difficulties
during the transition from 1999 to 2000.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
In December 1999, Worgan Corporation subscribed for 524,000
shares of Common Stock for cash of $131,000. The Company
relied upon the exemption from registration contained in
Section 4(2) of the Securities Act of 1933. No underwriters
were used and no underwriting commissions were paid. These
shares have not yet been issued.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
2.1 Chelsea Pacific Financial Corp. Agreement dated February 25, 1999 (1)<F1> N/A
3.1 Articles of Incorporation, as amended (1)<F1> N/A
3.2 Bylaws (1)<F1> N/A
10.1 Management Agreement between Cool Entertainment, Inc., and Cool N/A
Management Inc. dated March 1, 1999 (1)<F1>
10.2 Employment Agreement between Cool Management Inc. and Marc G. N/A
Belcourt dated March 1, 1999 (1)<F1>
12
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
10.3 Consulting Agreement between Cool Management Inc. and Leonard Wayne N/A
Voth dated March 1, 1999 (1)<F1>
10.4 Employment Agreement between Cool Management Inc. and William J. N/A
Hadcock dated March 1, 1999 (1)<F1>
10.5 Employment Agreement between Cool Management Inc. and Clement K.M. N/A
Lau dated March 1, 1999 (1)<F1>
10.6 Escrow Agreement between Pacific Corporate Trust Company, Cool N/A
Entertainment, Inc. (Washington), Chelsea Pacific Financial Corp., Cool
Entertainment, Inc. (Colorado), Clement Kar Man Lau, William James
Hadcock, Leonard Wayne Voth, and Marc Gregory Belcourt dated March 1,
1999, as amended (1)<F1>
10.7 Form of Registration Rights Agreement between Cool Entertainment, Inc. N/A
and each of Clement Kar Man Lau, William James Hadcock, Leonard Wayne
Voth, and Marc Gregory Belcourt dated March 1, 1999 (1)<F1>
10.8 Order Fulfillment Agreement with Valley Media, Inc. dated May 4, 1999 (1) N/A
10.9 License Agreement with Muze, Inc. dated May 1999 (1)<F1> N/A
27 Financial Data Schedule
- ----------------------------
<FN>
<F1>
(1) Incorporated by reference to the exhibits filed with the Registration Statement on Form 10-SB, File
No. 0-28879
</FN>
B) REPORTS ON FORM 8-K:
None.
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COOL ENTERTAINMENT INC.
(Registrant)
Date: February 8, 2000 By:/s/CLEMENT LAU
Clement Lau, President (Principal
financial officer)
14
Exhibit 27
Financial Data Schedule