UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 April 30, 2001 [_] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to --------------- ----------------- Commission File Number 0-25553 --------------------------- EXPLORE TECHNOLOGIES INC. --------------------------------------------------------------------- (Exact name of small Business Issuer as specified in its charter) Nevada 88-0419476 - ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Suite 201-1166 Alberni Street V6E 3Z3 Vancouver British Columbia - ---------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Issuer's telephone number,including area code: 604-681-2274 ------------ Suite 505 - 1155 Robson Street Vancouver, British Columbia, Canada V6E 1B5 - ----------------------------------- ------------ (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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [_] No State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 15,225,000 Shares of $.001 par value Class A Common Stock outstanding as of April 30, 2001. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements EXPLORE TECHNOLOGIES, INC. (A Development Stage Company) FINANCIAL STATEMENTS APRIL 30, 2001 (Unaudited) (Stated in U.S. Dollars) EXPLORE TECHNOLOGIES, INC. (A Development Stage Company) BALANCE SHEETS (Unaudited) (Stated in U.S. Dollars) - ------------------------------------------------------------------------------------------------------------------------ APRIL 30 JANUARY 31 2001 2001 - ------------------------------------------------------------------------------------------------------------------------ (Unaudited) (Audited) ASSETS Current Cash $ 801 $ 844 ======================================================================================================================= LIABILITIES Current Accounts payable $ 76,012 $ 75,955 Advances payable 4,104 2,000 ----------------------- 80,116 77,955 ----------------------- SHAREHOLDERS' EQUITY (DEFICIENCY) Share Capital Authorized: 25,000,000 common shares, par value $0.001 per share Issued and Outstanding: 15,225,000 common shares 15,225 15,225 Additional paid in capital 508,525 508,525 Deficit Accumulated During The Development Stage (603,065) (600,861) ----------------------- (79,315) (77,111) ----------------------- $ 801 $ 844 ======================================================================================================================= See accompanying notes to the financial statements -2- EXPLORE TECHNOLOGIES, INC. (A Development Stage Company) STATEMENTS OF LOSS AND DEFICIT (Unaudited) (Stated in U.S. Dollars) - --------------------------------------------------------------------------------------------------------------- INCEPTION DECEMBER 18 THREE MONTHS ENDED 1998 TO APRIL 30 APRIL 30 2001 2000 2001 - --------------------------------------------------------------------------------------------------------------- Expenses Bank charges $ 42 $ 41 $ 1,119 Interest - - 104,806 Office and sundry - - 3,967 Office facilities and services - 2,250 9,750 Professional fees 1,630 15,503 55,725 Stock transfer fees 532 1,290 13,148 Travel and promotion - 7,596 8,215 Mineral property maintenance and exploration expenditures - - 11,201 ------------------------------------------- Loss Before Other Expenses (2,204) (26,680) (207,931) Other Expenses Loss on terminated acquisition - - (357,634) Contract cancellation - - (34,000) Abandonment of mineral property - (3,500) (3,500) ------------------------------------------- Net Loss For The Period (2,204) (30,180) $ (603,065) =========== Deficit Accumulated During The Development Stage, Beginning Of Period (600,861) (53,823) ----------------------------- Deficit Accumulated During The Development Stage, End Of Period $ (603,065) $ (84,003) ================================================================================================= Net Loss Per Share $ (0.01) $ (0.01) ================================================================================================= Weighted Average Number Of Shares Outstanding 6,050,000 6,050,000 ================================================================================================= See accompanying notes to the financial statements -3- EXPLORE TECHNOLOGIES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) (Stated in U.S. Dollars) INCEPTION DECEMBER 18 THREE MONTHS ENDED 1998 TO APRIL 30 APRIL 30 2001 2000 2001 - ----------------------------------------------------------------------------------------------------------------- Cash Flows From Operating Activities Net loss for the period $ (2,204) $ (30,180) $ (603,065) Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities Stock issued for other than cash - - 91,750 Loss on advances - - 357,634 Abandonment of mineral property - 3,500 3,500 Change in accounts payable 57 29,974 76,012 Change in advances payable 2,104 - 4,104 -------------------------------------- (43) (1,706) (70,065) -------------------------------------- Cash Flows From Investing Activities Acquisition advances - - (357,634) Mineral property - - (3,500) -------------------------------------- - - (361,134) -------------------------------------- Cash Flows From Financing Activities Share capital issued - - 65,000 Convertible debt - - 367,000 -------------------------------------- - - 432,000 -------------------------------------- Increase (Decrease) In Cash (43) (1,706) 801 Cash, Beginning Of Period 844 9,602 - -------------------------------------- Cash, End Of Period $ 801 $ 7,896 $ 801 ================================================================================================================= See accompanying notes to the financial statements -4- EXPLORE TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS APRIL 30, 2001 (Unaudited) (Stated in U.S. Dollars) 1. BASIS OF PRESENTATION The unaudited financial statements as of April 30, 2001 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the January 31, 2001 audited financial statements and notes thereto. Item 2. Management's Discussion and Analysis or Plan of Operations The Company is in the development stage and is currently attempting to acquire a business operation that can be vended into the Company. In addition, it is anticipated that any acquisition will be conditional upon the Company achieving additional equity financing. There is no assurance that the Company will be able to achieve additional sales of its common stock and the Company does not have any arrangements in place for future equity financing. All losses accumulated since inception has been considered as part of the Company's development stage activities. The Company will require additional funding in order to finance its continuing obligations as a reporting issuer under the Securities Exchange Act of 1934. The Company has no arrangements in place for future equity financing in order to fund these obligations. Liquidity and Capital Resources. The Company's cash position at April 30, 2001 was $801. At April 30, 2001, the Company had a working capital deficit of $79,315. The Company will require additional funding to continue operations as its current liabilities exceed its current assets. The Company's primary source of funds since incorporation has been through the issue of its common stock. The Company has not earned any revenue from activities since incorporation. The Company does not anticipate earning revenues until some time after the Company successfully acquires a business operation and the Company achieves a level of sales adequate to support the Company's cost structure. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders -5- None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. (a) None (b) None Signatures In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EXPLORE TECHNOLOGIES Inc. Date: June 13, 2001 By: /s/ Rod Jao ----------- Rod Jao President and Director -6-