FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2000 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 000-26553 HEALTHNET INTERNATIONAL INC. (Exact name of registrant as specified in its charter) COLORADO 98-0206627 (State of Incorporation) (IRS Employer ID No.) Suite 301-1201 West Pender Street Vancouver, British Columbia Canada V6E 2V2 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (604) 669-3573 As of May 31, 2000, the registrant had 10,568,463 shares of Common Stock outstanding. Transitional Small Business Disclosure Format (check one); YES NO X ---------- ---------- Part I. FINANCIAL INFORMATION - ------------------------------- Item 1. FINANCIAL STATEMENTS HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (IN UNITED STATES DOLLARS) AS AT AS AT MAY 31, FEBRUARY 29, 2000 2000 $ $ - -------------------------------------------------------------------------------------------------- ASSETS CURRENT Cash and cash equivalents 3,046 50,901 Restricted cash [NOTE 4] 33,205 17,000 Accounts receivable [NOTE 5] 68,643 63,091 Prepaid expenses and deposits [NOTE 6] 36,772 52,698 - -------------------------------------------------------------------------------------------------- 141,666 183,690 Capital assets (net) [NOTE 7] 854,487 781,125 OTHER ASSETS Goodwill [NOTE 8] 166,483 190,266 - -------------------------------------------------------------------------------------------------- 1,162,636 1,155,081 ================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) CURRENT Notes payable [NOTE 11] 3,152,000 -- Accounts payable and accrued liabilities [NOTE 9] 687,776 744,839 Amount due for business combination 66,410 69,022 - -------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 3,906,186 813,861 LONG-TERM Notes payable [NOTE 11] -- 2,000,000 Obligation under capital lease [NOTE 10] 29,910 20,155 Commitments [NOTE 12] SHAREHOLDERS' EQUITY (DEFICIENCY) Share capital Preferred shares, 50,000,000 authorized, no par value Common shares, 100,000,000 authorized, no par value, 10,568,463 issued and outstanding [February 29, 2000 - 10,536,251] 142,694 118,535 Additional paid-in capital 28,278 16,631 Deficit accumulated (2,944,432) (1,814,101) - -------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY) (2,773,460) (1,678,935) - -------------------------------------------------------------------------------------------------- 1,162,636 1,155,081 ================================================================================================== SEE ACCOMPANYING NOTES HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS (IN UNITED STATES DOLLARS) FOR THE PERIOD FROM FOR THE THREE MONTHS ENDED INCORPORATION ON MAY 31 JANUARY 21, 1999 TO 2000 1999 MAY 31, 2000 $ $ $ - -------------------------------------------------------------------------------------------------- Initial software license revenue 51,500 -- 51,500 Web site development and hosting revenue 42,723 -- 42,723 Product sales revenue 2,729 -- 2,729 Cost of product sales (1,775) -- (1,775) - -------------------------------------------------------------------------------------------------- 95,177 -- 95,177 EXPENSES Salaries and benefits 489,853 18,587 1,088,375 Advertising, marketing and promotion 255,976 -- 639,995 General and administrative 286,691 18,751 655,426 Amortization 152,630 13,855 326,391 Accounting and professional fees 40,041 7,563 181,091 Foreign exchange 317 1,402 10,732 Incorporation costs -- 572 2,441 Loss on writedown of capital assets -- -- 135,158 - -------------------------------------------------------------------------------------------------- 1,225,508 60,730 3,039,609 - -------------------------------------------------------------------------------------------------- LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD (1,130,331) (60,730) (2,944,432) ================================================================================================== LOSS PER COMMON SHARE (0.11) (0.01) ================================================================================================== Weighted average shares outstanding 10,557,447 10,500,000 ================================================================================================== SEE ACCOMPANYING NOTES HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY) (IN UNITED STATES DOLLARS) COMMON STOCK ADDITIONAL DEFICIT --------------------------- PAID-IN ACCUMULATED IN THE SHARES AMOUNT CAPITAL DEVELOPMENT STAGE # $ $ $ - ------------------------------------------------------------------------------------------------------- BALANCE, FEBRUARY 29, 2000 10,536,251 118,535 16,631 (1,814,101) Stock options exercised 32,212 24,159 -- -- Compensatory stock options -- -- 11,647 -- Loss and comprehensive loss for the 3 months ended May 31, 2000 -- -- -- (1,130,331) - ------------------------------------------------------------------------------------------------------- BALANCE, MAY 31, 2000 10,568,463 142,694 28,278 (2,944,432) ======================================================================================================= SEE ACCOMPANYING NOTES HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENT OF CASH FLOWS (IN UNITED STATES DOLLARS) FOR THE PERIOD FROM FOR THE THREE MONTHS ENDED INCORPORATION ON MAY 31, JANUARY 21, 1999 TO 2000 1999 MAY 31, 2000 $ $ $ - -------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Loss for the period (1,130,331) (60,730) (2,944,432) Adjustment to reconcile loss to net cash used in operating activities Amortization 152,630 13,855 326,391 Loss on disposal of fixed assets 135,158 Share option compensation expense 11,647 -- 28,278 Accrued interest on notes payable 35,979 -- 78,457 Changes in current assets and liabilities Increase in restricted cash (16,205) -- (33,205) Increase in accounts receivable (5,552) (7,229) (29,010) Increase in prepaid expenses and deposits 15,926 (4,826) (37,553) Increase in accounts payable and accrued (1,574) 9,493 279,688 liabilities - ---------------------------------------------------------------------------------------------------- CASH USED IN OPERATING ACTIVITIES (937,480) (49,437) (2,196,228) - ----------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Additions to fixed assets (277,911) (258,627) (1,001,931) Cash acquired from business combination 19,806 - ---------------------------------------------------------------------------------------------------- CASH USED IN INVESTING ACTIVITIES (277,911) (258,627) (982,125) - ---------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Increase in notes payable 1,152,000 500,000 3,152,000 Issuance of share capital for cash 24,159 -- 43,190 Principal repayments under capital lease obligations (8,623) -- (13,791) - --------------------------------------------------------------------------------------------------- CASH PROVIDED BY FINANCING ACTIVITIES 1,167,536 500,000 3,181,399 - --------------------------------------------------------------------------------------------------- INCREASE IN CASH DURING THE PERIOD (47,855) 191,936 3,046 Cash, beginning of period 50,901 9,157 -- - --------------------------------------------------------------------------------------------------- CASH, END OF PERIOD 3,046 201,093 3,046 =================================================================================================== SUPPLEMENTAL INFORMATION Interest paid 2,695 -- 4,825 =================================================================================================== SEE ACCOMPANYING NOTES HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (IN UNITED STATES DOLLARS) May 31, 2000 1. NATURE OF BUSINESS Healthnet International Inc. (the "Company") was incorporated on January 21, 1999 in the State of Colorado. The Company is an online retailer of complementary medicine products, commonly known as the VSM (vitamins, supplements, minerals) sector. The Company's online stores, medicinecabinet.com and medicinecabinet.co.uk, offer broad selection, informative content, easy-to-use navigation and search capabilities, a high level of customer service, competitive pricing and personalized merchandising and recommendations. Last year, the Company diversified its activities, adding a second product line called eHealthstores. This is a complete web site package targeted at traditional retailers who wish to establish a comprehensive web presence but lack the resources to build an in-house infrastructure. By sub-licensing its existing technologies and integrating customer features unique to each client, and then hosting and maintaining each client web site, ehealthstores effectively enables independent and regional retailers to offer Internet services including ecommerce which were previously available to much bigger organizations. Healthnet International Inc. has three wholly owned subsidiaries; Healthnet U.S.A. Inc., HNI Healthnet (Canada) Inc. and Healthnet Europe Limited. Healthnet U.S.A. Inc. was incorporated on March 8, 1999. It was incorporated in the State of Nevada and is intended to function as the operating company for the United States market. HNI Healthnet (Canada) Inc. was incorporated on May 18, 1999. It was incorporated in the Province of British Columbia and is intended to function as the operating company for the Canadian market. Healthnet Europe Limited was incorporated on January 11, 2000. It was incorporated in the Island of Guernsey and is intended to function as the operating company for the European market. On February 29, 2000, the Company acquired Varcom Internet Communications and Commerce Solutions Inc. (VARCOM). The company provides web site design and development services. VARCOM subsequently changed its company's name to Nject in June 2000. 2. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended May 31, 2000 are not necessarily indicative of the results that may be expected for the year ended February 28, 2001. The balance sheet at February 29,2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries' annual report on Form 10-K for the year ended February 29,2000 HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (IN UNITED STATES DOLLARS) 3. SIGNIFICANT NEW ACCOUNTING POLICIES Revenue recognition Initial software license fees relating to web site development are recognized as revenue when the web site becomes operational. Before the revenues are recognized, deposits from licensees are recorded as liabilities. Website design and development fees are billed and recognized as revenue in accordance with the percentage of completion method. Web hosting revenue is recognized over the period the services are provided. Product sales revenue is recognized when the product is shipped. Recent accounting pronouncements The United States Securities and Exchange Commission has issued Staff Accounting Bulletin 101 "Revenue Recognition in Financial Statements" (SAB 101). Application of this pronouncement has been deferred until October 1, 2000. The Company has not yet determined the impact of SAB 101 on its consolidated financial statements and its revenue recognition policies. 4. RESTRICTED CASH May 31, February 29, 2000 2000 $ $ - -------------------------------------------------------------------------------- Term deposits 33,205 17,000 - -------------------------------------------------------------------------------- 33,205 17,000 ================================================================================ The above term deposits are held by Canadian Western Bank and Canadian Imperial Bank of Commerce as securities for computer leases [note 10]. 5. ACCOUNTS RECEIVABLE May 31, February 29, 2000 2000 $ $ - -------------------------------------------------------------------------------- Amounts due from trade customers 15,356 38,456 Other 18,783 9,475 GST receivable 34,504 15,160 Less: allowance for bad debts -- -- - -------------------------------------------------------------------------------- 68,643 63,091 ================================================================================ 6. PREPAID EXPENSES AND DEPOSITS Prepaid expenses and deposits comprise: May 31, February 29, 2000 2000 $ $ - -------------------------------------------------------------------------------- Equipment lease deposits 3,131 1,582 Deposits paid to suppliers on portions of work completed -- 6,337 Deposits held by merchant bank 16,400 16,400 Other 8,363 10,185 Prepaid expenses 8,878 18,194 - -------------------------------------------------------------------------------- 36,772 52,698 ================================================================================ The Company has obtained a merchant account with a bank in the United States for credit card processing. Under the conditions of the merchant agreement, the Company is required to provide the bank with a security deposit. The deposit will be held until the merchant account is cancelled and bears interest of 5.5% per annum. HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (IN UNITED STATES DOLLARS) May 31, 2000 7. CAPITAL ASSETS Capital assets are recorded at cost less accumulated depreciation and comprise: ACCUMULATED NET BOOK COST DEPRECIATION VALUE $ $ $ - --------------------------------------------------------------------------------------------------- May 31, 2000 Computer hardware and equipment 110,138 18,976 91,162 Computer hardware under capital leases 85,698 11,892 73,806 Furniture and fixtures 83,654 7,285 76,369 Computer software 788,709 181,809 606,900 Domain name 10,000 3,750 6,250 - --------------------------------------------------------------------------------------------------- 1,078,199 223,712 854,487 =================================================================================================== February 29, 2000 Computer hardware and equipment 111,516 3,892 107,624 Computer hardware under capital leases 49,165 2,654 46,511 Furniture and fixtures 75,172 2,598 72,574 Computer software 630,136 83,220 546,916 Domain name 10,000 2,500 7,500 - --------------------------------------------------------------------------------------------------- 875,989 94,864 781,125 =================================================================================================== 8. GOODWILL May 31, February 29, 2000 2000 $ $ - --------------------------------------------------------------------------------------------------- Goodwill (net of accumulated amortization of $23,783 as at May 31, 2000) 166,483 190,266 - --------------------------------------------------------------------------------------------------- 166,483 190,266 =================================================================================================== HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (IN UNITED STATES DOLLARS) May 31, 2000 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities comprise: May 31, February 29, 2000 2000 $ $ - --------------------------------------------------------------------------------------------------- Trade payable 326,640 310,912 Interest payable [NOTE 11] 78,457 42,478 Due to database supplier [NOTE 12 (ii)] 40,000 60,000 Accrued expenses for capital asset purchases 204,435 307,547 Current obligations under capital lease [NOTE 10] 38,244 23,902 - --------------------------------------------------------------------------------------------------- 687,776 744,839 =================================================================================================== HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (IN UNITED STATES DOLLARS) May 31, 2000 10. CAPITAL LEASE OBLIGATIONS At May 31, 2000, the Company had entered into capital lease for equipment. The future payments are: $ - --------------------------------------------------------------------------------------------------- Nine months ended, February 28, 2001 34,434 Year ended, 2002 39,904 Year ended, 2003 4,818 - --------------------------------------------------------------------------------------------------- Total minimum lease payments 79,156 Less amounts representing interest at rates varying from 11% to 20% 11,002 - --------------------------------------------------------------------------------------------------- Present value of minimum lease payments 68,154 Current portion of capital lease obligations 38,244 - --------------------------------------------------------------------------------------------------- Long-term portion of capital lease obligations 29,910 =================================================================================================== Two of the equipment leases require the Company to pledge term deposits for a total of $33,205 [note 4]. The term deposits will be returned upon the expiry of the lease and are non-interest bearing. 11. NOTES PAYABLE Notes payable comprise and are due to: May 31, February 29, RATE OF 2000 2000 DUE DATE INTEREST $ $ - --------------------------------------------------------------------------------------------------- Notes payable May 31, 2001 5% 3,152,000 2,000,000 =================================================================================================== The notes payable are unsecured. During the period, the Company incurred $35,979 of interest which is due within the next twelve months. Management believes the fair value of the note approximates its carrying value. >From June 1, 2000 to June 29, 2000, the Company received a further $224,250 in the form of promissory notes. Interest is payable at 5% per annum and the interest is repayable on May 31, 2001. HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (IN UNITED STATES DOLLARS) May 31, 2000 12. COMMITMENTS [i] At May 31, 2000, the Company has entered into commitments for leases of premises. The future payments are: $ - ------------------------------------------------------------------------- Nine months ended February 28 2001 64,068 Year ended 2002 88,487 Year ended 2003 15,148 - ------------------------------------------------------------------------- 167,703 ========================================================================= Rent expense for the quarter ended May 31, 2000 was $35,693. [ii] The Company has signed an agreement with a company which publishes and distributes a health related database. The agreement allows the Company and its customers to use the database. The Company is committed to pay a further $40,000 in the next year in connection with this agreement. HEALTHNET INTERNATIONAL INC. (A DEVELOPMENT-STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (IN UNITED STATES DOLLARS) May 31, 2000 12. COMMITMENTS (CONT'D.) [iii] The Company has a one year agreement expiring in September 2000 with an Internet Service Provider (ISP) based in the United Kingdom to jointly develop usage on co-branded web pages. The Company is committed to paying $8,000 per month. Furthermore, the Company is required to remit to the ISP, 20% of all revenues generated by traffic originating from the ISP up to a fixed and variable total of $16,000 per month. Once the $16,000 threshold is met, the fixed monthly payment ($8,000) is reduced by $0.80 for every $1.60 in sales over $40,000 per month. [iv] The Company has entered into an agreement with a company to receive public relations counsel for $10,000 cash per month. [v] The Company has entered into an agreement with a company which provides marketing services to the Company. The Company is committed to paying the greater of $2,000 per month or 2% of monthly net sales generated through marketing services provided to the Company. [vi] The Company has entered into an investor relations agreement with a company which provides internet marketing and information services. The Company is committed to paying $4,000 per month starting June 2000 for a period of six months. [vii] The Company acquired Nject (formerly known as VARCOM) on February 29, 2000. There is contingent consideration associated with this acquisition. [i] If VARCOM achieves sales of greater than $550,000 but less than $760,000 in the next year, the Company will be obligated to pay a further $70,000 of consideration via the issuance of common shares. [ii] If VARCOM achieves sales of greater than $760,000 but less than $1,030,000 in the next year, the Company will be obligated to pay a further $240,000 of consideration via the issuance of $210,000 of common shares as well as $30,000 in cash. [iii] If VARCOM achieves sales of greater than $1,030,000 in the next year, the Company will be obligated to pay a further $340,000 of consideration via the issuance of $310,000 of common shares as well as $30,000 in cash. Item 2. MANAGEMENT DISCUSSION AND ANALYSIS (All figures are in US dollars) FORWARD LOOKING INFORMATION Healthnet International Inc. (the "Company" or "Healthnet") cautions readers that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 10-QSB, or that is otherwise made by or on behalf of the Company. Such factors include, among others, the speculative nature of the industry in which the Company operates, technology failures, environmental or government regulations, availability of financing, force majeure events, and other risk factors as described from time to time in the Company's filings with the Securities and Exchange Commission. Many of these factors are beyond the Company's ability to control or predict. For this purpose, any statements contained in the registration statement that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "expect", believe", "anticipate", "intend", "could", "estimate" or "continue" or the negative or other variations of comparable terminology, are intended to identify forward-looking statements. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise. General - ------- The Company's current plan of operation is to derive its revenues from the sale of health related products via the Internet. Additional revenues are expected to be generated through software licensing, website development services, major sponsorships on the Company's websites, and internet marketing services. The Company launched a portion of its website, www.medicinecabinet.com, on September 13, 1999, providing health related information to viewers, including an encyclopedia, an on-line health magazine and other interactive aspects for members. On February 2, 2000, the Company announced that it had licensed its website technology to Seattle Super Supplements, a retail chain of stores in the Seattle area. The website was substantially completed and revenues were generated through software licensing fees in April 2000. This prototype license is comprised of a complete e-commerce website with extensive health information and content, and full customer support. The Company intends to license several more websites in the current fiscal year. It is anticipated that the Internet will continue to become a more effective medium and that the market opportunities for the Company are expected to continue to expand. This tremendous growth is expected to also attract many potential new competitors. In order to maintain sales growth, the Company intends to expand the content and to improve the services on its Internet web site, employ additional staff at a moderate level to cope with its expansion, as well as researching and developing other projects that are expected to utilize its existing facilities and expertise. RESULTS OF OPERATIONS - --------------------- During the quarter the Company began generating revenues which were insubstantial as at May 31, 2000. License agreements were signed with several natural products retailers which generated one-time web site development revenues. Once these sites are launched and marketed, which is anticipated to take place in the next quarter, these web sites are intended to generate recurring e-commerce (product sales) revenues. The company intends to enter into similar license agreements over the next few years, which will also generate recurring e-commerce revenues. As product sales begin to represent a greater proportion of gross revenues, the Company expects its gross margins to be reduced. The Company cautions readers that the future magnitude of these revenue streams is uncertain due to the fact that both Healthnet and the Internet itself are in their early stages at this time. Losses for the first fiscal quarter ended May 31, 2000 amounted to $1,130,331. Expenses during the period increased to $1,225,508 from $897,324 in the prior quarter as a result of continued development of the Company's websites, the launch of the eHealthstores product line, the addition of Varcom Internet Communications and Commerce Solutions Inc. and the corresponding human resources required. The Company anticipates that this development will continue to require moderate increases in staff levels, technology, office space and marketing expenditures. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company secured approximately $1,152,000 US through debt financing during the Quarter and $24,159 from the issuance of common shares under the Company's stock option plan. Cash flow used in operations for the three months ended May 31, 2000 was $937,480. It is expected that revenues from natural product sales should commence shortly after the launch of the online stores in the next fiscal quarter, and that further license revenues will be generated in the foreseeable future. No assurance can be given that revenues from sales will initially meet expenses and as such, the Company may finance operations through existing and additional debt financing from arm's length private lenders until such time as revenues from sales meet or exceed expenses. In addition, the Company may consider raising additional equity financing through the sale of common stock of the Company through private placements to sophisticated investors. The combination of expected revenues and additional debt and/or equity financing is intended to provide the Company with sufficient operating capital for a period of approximately two years. The $277,912 used in investing activities consisted primarily of computer technologies. Net cash on hand at May 31, 2000 decreased to $3,046 from $50,901 at February 29, 2000. Subsequent to the quarter end, to June 30, 2000, the Company received a further $224,250 in debt financing. Part II - OTHER INFORMATION - ----------------------------- Item 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit No. Description -------------- --------------- 27 Financial Data Schedule (b) There are no reports on Form 8-K that were filed for the quarter. 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. HEALTHNET INTERNATIONAL INC. (Registrant) Date: July 11, 2000 /s/ GRANT JOHNSON ------------------------------------ Grant R. Johnson President and CEO Date: July 11, 2000 /s/ JOSEPH HARKINS ------------------------------------ Joseph Harkins Chief Financial Officer