1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 ------------------------------ [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 333-89561 E-XACT TRANSACTIONS, LTD ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 98-0212722 (State of Incorporation) (IRS Employer Identification No.) 143 UNION BOULEVARD, SUITE 850, P.O. BOX 38 LAKEWOOD, COLORADO 80228 (Address of principal executive offices) (City, state, zip code) Registrant's telephone number, including area code: (303) 716-7090 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 --- --- Transitional Small Business Disclosure format (check one): Yes No X --- --- The number of shares outstanding of the Registrant's $0.001 par value common stock on May 22, 2000 was 8,447,000. Page 1 of 15 Pages 2 E-XACT TRANSACTIONS, LTD FORM 10-QSB TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE ---- Item 1. Balance Sheets - March 31, 2000 and December 31, 1999 3 Statements of Operations - Three Months Ended March 31, 2000 and 1999 4 Statement of Stockholders' Equity - March 31, 2000 5 Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 6 Notes to Financial Statements 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Signature 17 2 3 E-XACT TRANSACTIONS, LTD BALANCE SHEETS (Expressed in Canadian Dollars) ASSETS March 31, December 31, 2000 1999 ------------- ------------- (Unaudited) Current assets: Cash and cash equivalents (Note 2) $ 2,662,916 $ 442,639 Accounts receivable, net (Note 3) 146,237 118,897 Prepaid expenses and deposits 53,130 6,296 ------------- ------------- Total current assets 2,862,283 567,832 Non-current assets: Deferred share issue costs -- 257,964 Capital assets (Note 4) 173,046 66,665 ------------- ------------- Total assets $ 3,035,329 $ 892,461 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Current liabilities: Accounts payable and accrued liabilities (Note 5) $ 745,565 $ 538,658 Income taxes payable 25,000 149,000 ------------- ------------- Total current liabilities 770,565 687,658 ------------- ------------- Stockholders' equity: Common stock (Note 7) 8,447 5,897 Additional paid-in capital 4,097,886 1,366,744 Accumulated deficit (1,841,569) (1,167,838) ------------- ------------- Total stockholders' equity 2,264,764 204,803 ------------- ------------- Total liabilities and stockholders' equity $ 3,035,329 $ 892,461 ============= ============= The accompanying notes are an integral part of these financial statements. 3 4 E-XACT TRANSACTIONS, LTD STATEMENTS OF OPERATIONS (Expressed in Canadian Dollars) (Unaudited) Three Months Ended March 31, ---------------------------------- 2000 1999 --------------- --------------- REVENUES: Online transactions $ 77,010 $ 14,066 Web development -- 9,907 --------------- --------------- Total revenue 77,010 23,973 --------------- --------------- COST OF SALES 18,807 3,902 --------------- --------------- GROSS MARGIN 58,203 20,071 --------------- --------------- EXPENSES: General and administrative 363,981 3,098 Operations 60,917 -- Sales and marketing 174,328 1,258 Research and development 230,458 27,063 --------------- --------------- Total expenses 829,684 31,419 --------------- --------------- OPERATING LOSS $ (771,481) $ (11,348) =============== =============== OTHER INCOME (EXPENSES): Interest income $ 3,917 $ -- Foreign exchange gain (loss) (30,167) -- --------------- --------------- Total other income (expenses) (26,250) -- --------------- --------------- NET LOSS BEFORE INCOME TAXES (797,731) (11,348) INCOME TAXES 124,000 -- --------------- --------------- NET LOSS $ (673,731) $ (11,348) =============== =============== Basic and diluted loss per share $ (0.11) $ (0.003) =============== =============== Weighted average number of shares used to calculate loss per share 6,307,440 4,200,000 The accompanying notes are an integral part of these financial statements. 4 5 E-XACT TRANSACTIONS, LTD Statement of Stockholders' Equity (Expressed in Canadian Dollars) (Unaudited) Additional Total Common Stock Paid in Accumulated Stockholders' Shares Amount Capital Deficit Equity ------------ -------------- -------------- -------------- -------------- Balance at December 31,1999 5,897,000 $ 5,897 $ 1,366,744 $ (1,167,838) $ 204,803 Issuance of stock pursuant to exercise of warrants, January 2000 225,000 225 81,945 82,170 Issuance of stock pursuant to IPO, net of cash offering costs of $655,978, stock issued to the Underwriter of $109,560, and warrants issued for financing services of $110,537 2,325,000 2,325 2,649,197 2,651,522 Net loss for the three months ended March 31, 2000 (673,731) (673,731) ------------ -------------- -------------- -------------- -------------- Balance at March 31, 2000 8,447,000 $ 8,447 $ 4,097,886 $ (1,841,569) $ 2,264,764 ============ ============== ============== ============== ============== The accompanying notes are an integral part of these financial statements. 5 6 E-XACT TRANSACTIONS, LTD STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars) (Unaudited) Three Months Ended ------------------------------ March 31, March 31, 2000 1999 ------------- ------------- NET CASH USED FOR OPERATING ACTIVITIES $ (649,759) $ (766) ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of capital assets (119,115) (401) ------------- ------------- NET CASH USED FOR INVESTING ACTIVITIES (119,115) (401) ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds on issuance of capital stock, net of offering costs 2,731,187 -- Deferred share issue costs, net of related accounts payable 257,964 -- ------------- ------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 2,989,151 -- ------------- ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,220,277 (1,167) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 442,639 4,502 ------------- ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,662,916 $ 3,335 ============= ============= Supplemental disclosure of non-cash investing and financing cash flow disclosures: Warrants issued for financing services $ 110,537 $ 206,484 Shares issued for financing services 109,560 -- The accompanying notes are an integral part of these financial statements. 6 7 E-XACT TRANSACTIONS, LTD NOTES TO FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for annual financial statements. In the opinion of the Company, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The balance sheet at December 31, 1999 was derived from the audited financial statements included in the Company's 1999 Form 10-KSB. For further information, refer to the financial statements of E-XACT TRANSACTIONS, LTD (the "Company"), and the related notes, included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999 (the "1999 Form 10-KSB"), previously filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2000 presented are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2000. 2. CASH AND CASH EQUIVALENTS The Company considers all highly liquid financial instruments purchased with a maturity of less than three months to be cash equivalents. The Company has invested cash in excess of current working capital needs in a money market mutual fund, which consists of obligations of U.S. government agencies, having maturities of less than three months. These securities are recorded at cost, which approximates fair market value. 3. ACCOUNTS RECEIVABLE Accounts receivable are recorded net of a $9,585 allowance for doubtful accounts at March 31, 2000 (December 31, 1999: $5,000). 4. CAPITAL ASSETS December 31, March 31, 2000 1999 --------------------------------------------------- --------------- Accumulated Net Book Net Book Cost Amortization Value Value --------------- --------------- --------------- --------------- Leasehold improvements $ 7,331 $ 183 $ 7,148 $ -- Computer software 86,902 72,507 14,395 19,193 Computer equipment 168,152 16,649 151,503 47,472 --------------- --------------- --------------- --------------- $ 262,385 $ 89,339 $ 173,046 $ 66,665 =============== =============== =============== =============== 7 8 E-XACT TRANSACTIONS, LTD NOTES TO FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The principal components of accounts payable and accrued liabilities were as follows: March 31, December 31, 2000 1999 -------------- -------------- Trade payables $ 537,565 $ 297,975 Compensation payable 21,650 -- Financing costs payable 151,531 191,602 Other accrued liabilities 34,819 49,081 -------------- -------------- $ 745,565 $ 538,658 ============== ============== 6. DEMAND PROMISSORY NOTE On March 15, 2000, the Company obtained US $250,000 in financing in the form of a demand promissory note. The funds were used as working capital prior to the completion of the Initial Public Offering. The interest rate associated with the note is prime plus 5%. The note was paid in full plus interest on March 22, 2000. 7. COMMON STOCK On March 22, 2000, the Company successfully completed its initial public offering in Canada of 2,250,000 shares of the Company's common stock at an offering price of US $1.00 per share on the Canadian Venture Exchange. In connection with the offering, the Agent was issued 75,000 shares of the Company's common stock along with warrants to purchase 225,0000 shares of the Company's common stock at a price of US $1.00 for twelve months. The Company incurred cash costs of approximately $656,000 in connection with the offering. The Company received net proceeds from the Initial Public Offering of $2,649,197. 8 9 E-XACT TRANSACTIONS, LTD NOTES TO FINANCIAL STATEMENTS (Expressed in Canadian Dollars) (Unaudited) 8. EXCHANGE RATES The following table reflects the rate of exchange for Canadian dollars per US $1.00 in effect at the end of the following periods and the average rate of exchange during such periods, based on the Bank of Canada average noon spot rate of exchange: March 31, December 31, 2000 1999 ------------ ------------ Rate at end of period CAD $1.4539 CAD $1.4519 Average rate for the period CAD $1.4522 CAD $1.4717 9 10 E-XACT TRANSACTIONS, LTD ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS The following Management Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying condensed financial statements and notes included in this report. Statements made in this Form 10-QSB that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may", "will", "expect", "believes", "anticipate", "estimate", or "continue", or the negative thereof. The Company intends that such forward-looking statements be subject to the safe harbors for such statements. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to risks, uncertainties and important factors beyond the control of the Company that could cause actual results and events to differ materially from historical results of operations and events from those presently anticipated or projected. These factors include adverse economic conditions, entry of new and stronger competitors, inadequate capital, unexpected costs, failure to gain product approval in the United States or foreign countries and failure to capitalize upon access to new markets. Additional risks and uncertainties that may affect forward-looking statements about the Company's business and prospects include the possibility that a competitor will develop a more comprehensive solution, delays in market awareness of its products, possible delays in execution of sales and marketing strategy, which could have an immediate and material adverse effect. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Overview The Company was incorporated under the laws of the Province of British Columbia on August 13, 1998. On July 29, 1999 the Company filed a certificate of domestication and certificate of incorporation with the secretary of state of the State of Delaware, thereby "domesticating" or transitioning from a Canadian company to one organized under the laws of the State of Delaware. The Company offers electronic commerce, known as "e-commerce", software services for real-time transaction processing which allows PC based cash registers, PCs, point-of-sale terminals, computer systems and proprietary product platforms to accept credit card payments and submit those payments to various payment processing companies for pre-authorization, authorization and settlement/deposit. The Company has acquired and developed software and a network system to act as a third party payment processor to conduct transaction processing with major banks in North America. The Company is currently approved to conduct transaction processing with major banks and credit unions in Canada and has recently opened a gateway with Vital Processing Services, a U.S. based credit card processing network, allowing the Company to process financial transactions with many of the major banks in the U.S. Electronic commerce appears to have become established and promises to continue to grow rapidly. The Company's success will depend largely upon its ability to compete successfully, develop new products 10 11 E-XACT TRANSACTIONS, LTD Overview, continued and services and market them successfully in a market that is becoming increasingly competitive. Business Summary The Company experienced an eventful first quarter of the year 2000, achieving significant advancements in its abilities to aggressively grow the business and realize the vast opportunities available in today's e-commerce marketplace. These accomplishments include the following: o The Company entered into an e-commerce alliance with Microsoft that calls for collaboration on designing and developing E-xact's next generation transaction processing software and services, as well as participating together on marketing and sales activities behind this product. This presents exciting possibilities for both E-xact and Microsoft in combining respective expertise to develop and market a transaction processing solution unmatched in functionality in the marketplace. o The number of clients served by transaction processing services increased from 5 in 1999 to 176 in 2000, and the number of transactions processed increased from approximately 95,000 in the three months ended March 31, 1999 to approximately 550,000 during the comparable period in 2000 due to increased sales and marketing activities and expanded capabilities of the organization. o Version 5.0, which will provide the highest level of reliability and feature set of any E-xact product to date, was released to beta testing. This culminates six months of development and represents a very important advancement of the Company and, most importantly, its clients. o Key management team members were added with impressive functional expertise as well as significant background in the financial transaction processing arena. o The Company's customer support center was launched in January which, when combined with the introduction of its new website, provides clients ready access to knowledgeable professionals during all business hours in North America by phone call or e-mail to ensure optimal use of services. o Several new clients began using the Company's software or, as a value added marketer or reseller, providing it to their clients for use. A few recent additions to the Company's client list include Intrawest, Blue Genesis, Teldon Calendars, WSI Interactive and The Walker Group. o The Company completed a successful Initial Public Offering of its stock. On March 22, 2000, trading commenced on the Canadian Venture Exchange under the symbol EXZ.U. Having achieved approvals of the Company's Prospectus and Registration Statement by both the Canadian and United States securities exchanges, investors in all of North America are able to purchase shares of E-xact on the open market. 11 12 E-XACT TRANSACTIONS, LTD Business Summary, continued The Company has set some aggressive, yet attainable, goals for the second quarter of the year 2000 to further fuel aggressive business growth and to provide even greater levels of service to clients. Some of these objectives include: o Expansion of reseller relationships to accelerate the addition of new clients and transactional growth. o Launch of new applications of the Company's core technology with feature sets geared toward the needs of several select vertical market segments. These segments have been identified, with one criteria being the propensity towards high volume transaction processing. o The Company will seek to acquire a company that provides complementary capabilities to E-xact, and offers opportunities to accelerate growth rates in the e-commerce marketplace. o The Company will identify and execute the means to expand gateway certifications with the US to provide the Company full access to the entire North American banking system. This will allow the Company to provide transaction processing services to merchants regardless of their banking relationships. o The Company will endeavor to provide additional levels of fraud protection to its services, along with other features to increase its value proposition to clients and the marketplace. RESULTS OF OPERATIONS INTERIM FINANCIAL RESULTS The Company earns its revenues by charging its customers setup fees, monthly membership fees and transaction fees. Transaction fees are based on the number of transactions processed for a particular merchant in a month. THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1999. (All amounts are expressed in Canadian dollars unless otherwise noted) REVENUES. During the three months ended March 31, 2000, revenues increased $53,037, or 221%, from $23,973 in the comparable period in 1999 to $77,010 in 2000. The increased revenues were derived primarily from transaction processing fees and setup fees. During the three months ended March 31, 2000 176 clients were using the Company's services compared to 5 clients for the three months ended March 31, 1999. For the three months ended March 31, 2000 and 1999, revenue from two clients accounted for approximately 68% and 63%, respectively, of total revenue. As the Company continues to grow the 12 13 E-XACT TRANSACTIONS, LTD Results of Operations, continued Interim Financial Results, continued relative significance of revenue from these two clients should diminish. EXPENSES. Total expenses increased by $798,265, or 2541%, from $31,419 in 1999 to $829,684 in 2000. The increased expenditures were attributed to the continued growth of the Company's emerging Internet transaction processing software and center in the market place. These expenditures were targeted at growing the organization in the US and Canada by hiring professional management and personnel. GENERAL AND ADMINISTRATIVE (G&A). During the three months ended March 31, 2000, G&A expenses increased $360,883 from $3,098 in 1999, to $363,981 in 2000. The increases over 1999 were primarily due to continued expansion of the Company's infrastructure associated with positioning the Company for aggressive growth and attainment of its corporate finance objectives. In 2000, accounting, consulting and legal expenses increased by approximately $130,000; general and administrative salaries and employee benefits increased by approximately $90,000; rent and telephone expenses increased by approximately $50,000; and office supplies increased by approximately $30,000. OPERATIONS. Operations expenditures increased from $0 in 1999 to $60,917 primarily due to the introduction of a customer support center. SALES AND MARKETING. Sales and Marketing expenditures increased from $1,258 in 1999 to $174,328 in 2000. During 2000, salaries and employee benefits increased by approximately $80,000; travel expenses increased by approximately $65,000; and advertising and promotions increased by approximately $20,000. RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of compensation expenses and consulting fees to support the development of the Company's software, services and technologies. Production costs for the development of the software used, for which technological feasibility has been established but before the product is ready for sale, are expensed. Research and development expenditures increased $203,395, or 752% from $27,063 in 1999 to $230,458 in 2000. The Company anticipates that its research and development expenses will continue to increase. NET LOSS. The Company incurred a loss of $673,731 in 2000, compared to a loss of $11,348 in 1999. The increased loss is a result of the Company's preparation for aggressive expansion of its Internet transaction processing software, marketing efforts and the hiring of a professional management team to aggressively grow the Company in an emerging market. Management believes that higher levels of operating expenditures will continue through 2000 in order to continue the expansion of the Company's Internet transaction processing products into an emerging market. The Company anticipates continued operating losses in order to attain market penetration. The Company anticipates that executing an aggressive marketing strategy will assist in establishing the 13 14 E-XACT TRANSACTIONS, LTD Results of Operations, continued Company as a leader in the market segment. LIQUIDITY & CAPITAL RESOURCES (All amounts are expressed in Canadian dollars unless otherwise noted) CAPITAL AND DEBT FINANCING. The Company completed its initial public offering in Canada of 2,250,000 shares of the Company's common stock at an offering price of US $1.00 per share on the Canadian Venture Exchange on March 22, 2000. Additionally, the Agent was issued 75,000 shares of the Company's common stock in the Canadian offering along with warrants to purchase 225,000 shares of the Company's common stock at a price of US $1.00 for the twelve months. The net cash proceeds to the Company from the initial public offering were $2,649,197 after payment of expenses. The net proceeds from the initial public offering are being used for management and staff recruitment, hiring and salaries, contracting fees, capital expenditures to accommodate staff increases and to extend network capabilities and for working capital purposes. Pursuant to a consulting agreement dated July 28, 1999 (amended February 15, 2000), the Company granted Bolder Venture Partners a Warrant to purchase up to 1,236,136 shares of the Company's common stock for a period of five years from the date the milestone was achieved; 225,000 of the Warrants were exercised at US $0.25 per share on January 18, 2000. The remaining Warrants became exercisable or will become exercisable as follows: o 557,136 at US $1.00 per share as of October 14, 1999. o 225,000 at US $1.00 per share upon completion of the initial public offering of the Company. o 225,000 at a price per share equal to the price per share under a future private placement of not less than US $3,000,000, if such a private placement is made. The exercise price of all Warrants increase by 15% in each of the second, third, fourth and fifth years of the term of the Warrants. The Warrants were issued in reliance upon an exemption from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act of 1933. The warrant was granted pursuant to a consulting agreement in a transaction not involving a public offering to a fully informed investor that had agreed to hold the shares for investment with no view to a distribution except pursuant to an effective registration statement or an exemption from registration under the Securities Act of 1933. CASH FLOW. The Company's net cash flows used for operating activities for the first quarter of 2000 amounted to $649,759 compared to $766 for the comparable period in 1999. This is a result of using working capital to fund increases in accounts receivable, accrued liabilities and operating losses. Cash used for investing activities totaled $119,115 during the first quarter 2000 compared to $401 for the comparable period in 1999. The increase is primarily attributed to the purchase of capital equipment 14 15 E-XACT TRANSACTIONS, LTD Liquidity and Capital Resources, continued for new personnel and to expand processing capabilities. Cash provided by financing activities was $2,989,151 for 2000 compared to $0 in the comparable quarter for 1999. The Company received net proceeds of approximately $2,649,000 on the issuance of capital stock. The Company's negative cash flow from operations resulted primarily from an increase in the losses of the Company due to increased business activity, expenditures necessary to allow for aggressive growth of its transaction processing business and expenditures incurred relating to the costs associated with the initial public offering. Management believes this negative cash flow will continue during 2000, due to the Company's intention to continue rapid expansion of sales and marketing and research and development expenditures in order to expand its North America business. The anticipated result from these actions are increased selling, general and administrative expenses and capital expenditures to meet this rapid expansion. CAPITAL RESOURCES. The Company's working capital increased in 2000 compared to 1999 primarily due to the Company's Initial Public Offering. Management anticipates the Company will continue to invest significant resources in its infrastructure during the remainder of 2000. At present Management believes the Company has resources that will be sufficient to fund planned operations until the second quarter of 2001. The Company anticipates continuing to aggressively hire sales and key management personnel to meet its desired growth of its presence in the market in Canada and the US. The Company will need to fund the expenses associated with the addition of new personnel. Management believes the Company will be able to raise additional equity funding, increase operating revenues and secure working capital financing as the Company continues to aggressively expand in the emerging e-commerce market. Management believes that the Company will continue to incur losses through the remainder of 2000. Further, management believes that it has access to capital in the form of additional equity financing. Management anticipates it will have capital in amounts necessary to support its growth plans. In the event that cash flow from operations, together with the proceeds of any future financings, are insufficient to meet these expenses the Company will be required to re-evaluate its planned expenditures and allocate its total resources in such manner as the board of directors and management deems to be in the best interest of the Company and its stockholders. YEAR 2000 To date, Company systems and software have not experienced any material disruption due to the Year 2000. To the best of Management's knowledge all of our systems are operating normally, as are those of our customers and suppliers and we do not anticipate any material issues to arise regarding Year 2000 issues. 15 16 E-XACT TRANSACTIONS, LTD PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable ITEM 2. CHANGES IN SECURITIES Not applicable 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 27 Financial Data Schedule (b) Reports on Form 8-K. During the quarter covered by this report, the Company filed the following reports on Form 8-K. None 16 17 E-XACT TRANSACTIONS, LTD SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. E-XACT TRANSACTIONS, LTD (Registrant) Dated: May 22, 2000 By: /s/ Ted Henderson ---------------------------------- Ted Henderson President and CEO /s/ Edmund Shung ---------------------------------- Edmund Shung CFO 17 18 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule