UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A-16 AND L5D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(APRIL 1, 2002)
DIVERSINET CORP.
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(Name of Registrant)
2225 Sheppard Avenue East, Suite 1700, Toronto, Ontario M2J 5C2
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(Address of principal executive offices)
1. First Quarter Fiscal 2002 Results - Amended
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
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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 12g3-2(b) under the Securities Exchange Act of 1934
YES NO XXX
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 6-K to be signed on its behalf by the
undersigned, thereunto duly authorized
DIVERSINET CORP. - SEC FILE NO.0-23304
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(REGISTRANT)
DATE: APRIL 1, 2002 BY: /s/ NAGY MOUSTAFA
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NAGY MOUSTAFA, PRESIDENT & CEO
CONSOLIDATED FINANCIAL
STATEMENTS
DIVERSINET CORP.
For the Three Months Ended January 31,
2002
(Unaudited)
CONSOLIDATED BALANCE SHEETS
[in Canadian dollars]
(Unaudited)
JANUARY October 31
2002 2001
$ $
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ASSETS
CURRENT
Cash and cash equivalents 3,783,018 3,061,844
Short-term investments - 3,087,680
Accounts receivable 108,574 274,521
Other receivables 52,584 99,469
Prepaid expenses 419,291 596,105
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TOTAL CURRENT ASSETS 4,363,467 7,119,619
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Capital assets, net 2,384,064 2,496,738
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TOTAL ASSETS 6,747,531 9,616,357
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable 679,425 1,191,117
Accrued liabilities 1,690,388 2,329,269
Deferred revenue 50,548 43,843
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TOTAL LIABILITIES 2,420,361 3,564,229
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SHAREHOLDERS' EQUITY
Share capital 53,992,992 53,992,992
Contributed surplus 97,500 97,500
Deficit (49,763,322) (48,038,364)
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TOTAL SHAREHOLDERS' EQUITY 4,327,170 6,052,128
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 6,747,531 9,616,357
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CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
[in Canadian dollars]
Three months ended January 31, 2002
(Unaudited)
THREE MONTHS JANUARY 31
2002 2001
$ $
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REVENUE 174,452 570,655
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EXPENSES
Research and development 647,618 2,197,827
Sales and marketing 431,591 2,353,586
General and administrative 736,452 1,172,424
Depreciation and amortization 121,876 623,419
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1,937,537 6,347,256
Loss before the following (1,763,085) (5,776,601)
Interest income (38,127) (339,820)
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LOSS FOR THE PERIOD (1,724,958) (5,436,781)
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LOSS PER SHARE (0.07) (0.21)
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WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 26,413,876 26,358,151
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DEFICIT, BEGINNING OF PERIOD (48,038,364) (29,138,505)
Loss for the period (1,724,958) (5,436,781)
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DEFICIT, END OF PERIOD (49,763,322) (34,575,286)
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CONSOLIDATED STATEMENTS OF CASH FLOWS
[in Canadian dollars]
Three months ended January 31, 2002
(Unaudited)
THREE SIX MONTHS
MONTHS APRIL 30
JANUARY 31
2002 2001
$ $
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OPERATING ACTIVITIES
Loss for the period (1,724,958) (5,436,781)
Add (deduct) items not requiring an outlay of cash:
Depreciation and amortization 121,876 623,419
Changes in non-cash working capital
items related to operations:
Accounts receivable and other receivables 212,832 691,831
Prepaid expenses 176,814 (561,646)
Accounts payable and accrued liabilities (1,150,573) (352,367)
Deferred Revenue 6,705 92,343
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CASH USED IN OPERATING ACTIVITIES (2,357,304) (4,943,201)
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FINANCING ACTIVITIES
Issue of common shares, common share
purchase options and warrants for cash - 33,264
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CASH PROVIDED BY FINANCING ACTIVITIES - 33,264
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INVESTING ACTIVITIES
Short-term investments 3,087,680 -
Additions to capital assets (9,202) (475,765)
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CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,078,478 (475,765)
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NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS DURING THE PERIOD 721,174 (5,385,702)
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD 3,061,844 23,192,586
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CASH AND CASH EQUIVALENTS,
END OF THE PERIOD 3,783,018 17,806,884
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DIVERSINET CORP.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Amounts expressed in Canadian dollars)
Three months ended January 31, 2002
Diversinet Corp. (the "Company"), an Ontario corporation, develops and markets
security software products, utilizing public-key infrastructure technology
primarily for use within wireless mobile e-commerce applications, such as
banking, stock trading, gaming and health care.
1. Basis of presentation:
In the opinion of management, the unaudited consolidated financial statements of
the Company have been prepared on a consistent basis with the October 31, 2001
audited consolidated financial statements and include all material adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position of the Company at January 31, 2002 and the statement of loss
and deficient and cash flows for the three months ended January 31, 2002 in
accordance with Canadian generally accepted accounting principles (GAAP). The
disclosures contained in these unaudited interim consolidated financial
statements do not include all requirements of generally accepted accounting
principles for annual financial statements. The unaudited interim consolidated
financial statements should be read in conjunction with the annual consolidated
financial statements for the year ended October 31, 2001.
2. Future Operations:
These interim financial statements have been prepared on a going concern basis,
which assumes the Company will continue in operation in the foreseeable future
and be able to realize assets and satisfy liabilities in its normal course of
business. Certain conditions and events exist that cast doubt on the Company's
ability as a going concern.
The Company has incurred significant losses and used significant amounts of cash
in operating activities in recent years.
Continued operations depend upon the Company's ability to generate future
profitable operations and /or obtain additional financing to fund future
operations and, ultimately, to generate positive cash flows from operating
actiivities. There can be no assurance that the Company will be successful in
obtaining additional financing.
Should the Company be unable to generate positive cash flows from operations or
secure additional financing in the foreseeable future, the application of the
going concern principle for financial statement reporting purposes may no longer
be appropriate. These interim financial statements do not include any
adjustments related to the valuation or classification of recorded asset amounts
or the amounts or classification of liabilities that may be necessary should the
Company be unable to continue as a going concern.
3. Interest in joint venture
On June 4, 2001, the Company entered into an agreement with an Asian company to
estiblish a joint venture to conduct certain of the Company's Asian activities.
Each party holds a 50% interest in the joint venture. These financial statements
reflect the Company's proportionate interest in the joint venture's assets,
liabilities, revenue and expenses.
The following amounts included in the consolidated financial statements
represent the Company's proportionate interest in the joint venture at January
31, 2002. There were no operations in the joint venture this quarter.
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Prepaid expenses $ 9,622
Capital assets 523,138
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Total assets $532,760
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Accounts payable $ 91,150
Accrued liabilities 14,378
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Total liabilities $105,528
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4. Segmented information
The Company operates in a single reportable operating segment, that being the
sale of security software and related services. For all periods reported,
significantly all the assets related to the Company's operations were located in
Canada. In the three months ended January 31, 2002 and 2001, two and one
customers respectively contributed in excess of 10% of total revenue for the
period, although neither was the same customer as in the previous first quarter.
Revenue is attributable to geographic location based on the location of the
customer, as follows:
THREE MONTHS JANUARY 31
2002 2001
$ $
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Sales
United States 8,939 102,242
Asia 80,093 435,225
Canada 85,420 6,750
Other - 26,438
174,452 570,655
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5. As at January 31, 2002, the following were outstanding:
Number of common shares 26,413,876
Number of common share options granted under the Company's stock
option plan 3,541,506