UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended April 30, 2002
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REDCELL POWER CORPORATION
f/k/a Infobooth, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4044390
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1250-999 West Hastings
Vancouver, British Columbia V6C 2W2
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Address of principal Executive Offices Zip Code
Registrant's Telephone Number (604) 605-8852
Check here whether the issuer (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_______
As of June 5, 2002, the following shares of the Registrant's
common stock were issued and outstanding:
Voting common stock 8,025,502
Traditional Small Business Disclosure (check one): Yes X No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
To the Board of Directors of Infobooth Inc.
Wilmington, Delaware
We have reviewed the accompanying balance sheet of Infobooth
Inc., (a development stage company) as of April 30, 2002 and
the related statements of operations and accumulated deficit, and
cash flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Infobooth Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Graf Repetti & Co., LLP
Dated: New York, New York
June 13, 2002
INFOBOOTH INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
April 30, 2002 Jan. 31, 2002
(Unaudited) (Audited)
--------------------------------
ASSETS
Current Assets
Cash $ - $ -
_________ ________
TOTAL ASSETS $ - $ -
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $0 $0
Accrued Expenses 2,870 2,107
_________ ________
Total Liabilities 2,870 2,107
Stockholders' Deficit
Common Stock, $.001 par value,
Authorized 25,000,000 Shares;
Issued and Outstanding
2,837,500 Shares 2,838 2,838
Additional Paid in Capital 132,787 127,287
Deficit Accumulated During the
Development Stage (138,495) (132,182)
_________ ________
Total Stockholders' Deficit ( 2,870) ( 2,057)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 0 $ 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS AND ACCUMULATED DEFICIT
For the 3 Mos Ended For the 3 Mos Ended
October 31 April 30
2001 2000 2002 2001
-------------------------------------------
TOTAL REVENUES: $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
Accounting 750 750 750 750
Legal(Note 4) 2,500 2,500 2,500 2,500
Consulting Expense 0 300 0 0
Rent (Note 2) 3,000 3,000 3,000 3,000
Filing Fee 13 13 13 13
________ ________ ________ ________
TOTAL OPERATING
EXPENSES 6,263 6,563 6,263 6,263
NET LOSS ( 6,263) (6,563) ( 6,263) ( 6,263)
Deficit Beginning of
Period (111,600) ( 76,175) (132,182) (99,078)
________ ________ ________ _________
Dividends Paid - Note ( 50)
Deficit End of
Period (117,863) ( 82,738) (138,495) (105,338)
NET LOSS PER SHARE (.02) (.02) (.00) (.02)
Weighted Average
Number of Shares
Outstanding 2,787,500 2,687,500 2,837,500 2,787,500
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Developmental Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
April 30, 2002 April 30, 2001
________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ ( 6,263) $( 6,263)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities:
Decrease in Accrued Expenses 763
Increase in Accrued Expenses 763
Additional Paid in Capital by
Contributed Shareholders for:
Legal Services 2,500 2,500
Rent 3,000 3,000
Total Adjustments 6,263 6,263
Net Cash Used in
Operating Activities 0 0
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period 0 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0 0
Corporate Taxes 0 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
INFOBOOTH, INC.
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2002
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
INFOBOOTH Inc. ("the Company") was organized on February 25, 1998
under the laws of the State of Delaware having the stated purpose
of engaging in any lawful act or activity for which corporations
may be organized.
The Company was formed to enter the pay telephone industry and
provide pay telephone service with internet capabilities. Its
primary target was to develop an "internet-pay telephone" kiosk
system throughout Australia. The Company also sought to develop
a system of smart cards which would be used in its internet
kiosks and which would be compatible in regular pay telephones
and ATM/debit machines. The Company also investigated potential
sites where it can install the kiosks and also referred to
professional consultants to determine the feasibility of
accessing those sites. The Company also had discussion with the
Australian Defense Department and several mining, construction
and resort companies regarding the installation of the internet
kiosks. The Company however concluded that, in the initial
stages of its plan, it would be best to install the kiosks in
high profile areas which would enhance the kiosks' visibility to
the public and which would be more lucrative.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly revenue is
recognized when earned and expenses when incurred.
C. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company
will continue as a going concern. See Note 3.
NOTE 2 - USE OF OFFICE SPACE
The Company uses 100 square feet of space for its executive
offices at One Rockefeller Plaza, New York, NY which it receives
from one of its shareholders at no cost. The fair market value
of each of these offices is $1,000 per month, which is reflected
as an expense with a corresponding credit to Additional Paid In
Capital.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company established its office in New York, New York on April
25, 1998 when it began the initial development of its business
plan. The Company's limited operating history, including its
losses and no revenues, primarily reflect the operations of its
early stage.
As a result, the Company had from time of inception to April 30,
2002 no revenue and a net loss from operations of $(138,495).
As of April 30, 2002, the Company had a net capital deficiency
of $(2,870).
The company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
its consummation of an alliance or merger with another company.
It is not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future. Infobooth, Inc. does not have a working
capital line of credit with any financial institution. Therefore,
future sources of liquidity will be limited to the Company's
ability to obtain additional debt or equity funding. The Company
anticipates that its existing capital resources will enable it to
maintain its current implemented operations for at least twelve
months; however, full implementation of its business plan is
dependent upon its ability to raise substantial funding.
Management's plan is to move the Company toward profitability
within five years and to seek additional capital to fund further
expansion of its operations.
NOTE 4 - LEGAL SERVICES CONTRIBUTED
One of the Company's shareholders contributed legal services to
the corporation. The fair market value of these services is
$2,500, which is reflected as an expense with a corresponding
credit to Additional Paid in Capital.
NOTE 5 - NET LOSS PER SHARE
For the three months
Ended
April 30, 2002
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Net Loss per share $(0.00)
NOTE 6 - NON-CASH FINANCIAL TRANSACTIONS
Non-cash financing transactions consisting of the cost of legal
services, rent and the related additional paid in capital
contributed by shareholders have been included in expenses and
additional paid in capital, respectively, in the accompanying
financial statement at a value of $5,500.
NOTE 7 - DIVIDENDS PAID
The Corporation entered into an agreement to purchase all of the
outstanding shares of CyberProperty.com, Inc., a Delaware company
with no assets or liabilities.
On August 10, 2001, Infobooth Inc., issued 50,000 shares of its
stock in exchange for all 100,000 outstanding shares of
CyberProperty.com's common stock. The investment in
CyberProperty.com was valued at $50, the par value of the shares
of Infobooth used to acquire the CyberProperty stock.
On February 15, 2002, the Company elected to perform a 10 for 1
forward split of the outstanding shares of common stock of
CyberProperty.com. After this split, Infobooth issued as a
dividend to its shareholders the outstanding shares of
CyberProperty.com on a pro-rata basis in accordance with their
current shareholding in Infobooth. As a result of this dividend,
the shareholders of Infobooth are now the shareholders of
CyberProperty.com which is no longer a subsidiary of Infobooth.
As a further result of the foregoing, Infobooth is no longer
obligated to report on the operations or business activity of
CyberProperty.com.
The dividends paid to the Infobooth shareholders were valued at
$50, the book value of the CyberProperty stock.
NOTE 8 - BUSINESS COMBINATION STATEMENT
Infobooth on March 15, 2002 entered into a letter of intent and
preliminary agreement to acquire all of the outstanding shares of
common stock of Redcell Canada Inc., a company incorporated under
the laws of the province of Alberta, with its principal place of
business located in British Columbia, Canada. Redcell is a
battery distributor and marketer which operates throughout North
America and seeks to provide a full category of battery products
to retailers throughout the United States for the following
battery categories: Alkaline, Cordless Telephone, Watch &
Calculator, Lithium and Photo. See Note 9.
NOTE 9 - SUBSEQUENT EVENTS
On May 7, 2002, Infobooth entered into an Acquisition Agreement
with Redcell whereby Infobooth acquired all of the outstanding
shares of stock of Redcell's then currently issued and
outstanding common stock in a tax free stock for stock
acquisition. The aggregate purchase price paid by Infobooth for
the Redcell common shares was 8,000,000 newly issued shares of
post-reverse split shares of voting common stock of the
corporation, $0.001 par value. These shares were issuable to the
sellers of the Redcell shares subsequent to a 1 for 10 reverse
split by Infobooth of its voting common stock. Additionally,
pursuant to the terms of the Acquisition Agreement the sum of
257,501 shares of common stock of Infobooth, held by the previous
majority shareholders of the corporation, were canceled. The
transaction closed on May 23, 2002.
As a result of this transaction, there was a change in control of
Infobooth to the shareholders of Redcell. The shareholders of
Redcell now hold approximately 99% of the oustanding shares of
common stock of the Corporation. The name of the company was
also changed to "RedCell Power Corporation" and the corporation's
certificate of incorporation was amended accordingly.
Control of the corporation has now passed to the shareholders of
Redcell. The corporation shall now adopt the business plan of
Redcell and proceed with the business operations of Redcell.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
As of the quarter ended April 30, 2002, Infobooth had no recent
operating history, no significant assets and no significant
liabilities.
On February 15, 2002, Infobooth elected to perform a 10 for 1
forward split of the outstanding shares of common stock of
CyberProperty.com. Subsequent to this forward split, Infobooth
elected to issue as a dividend to its shareholders the
outstanding shares of CyberProperty.com on a pro-rata basis in
accordance with their current shareholding in Infobooth. As a
result of this dividend, the shareholders of Infobooth as of
February 15, 2002 became the shareholders of CyberProperty.com
which is no longer a subsidiary of Infobooth. As a further
result of the foregoing, Infobooth is no longer obligated to
report on the operations or business activity of
CyberProperty.com.
Infobooth on March 15, 2002 entered into a letter of intent and
preliminary agreement to acquire all of the outstanding shares of
common stock of Redcell Canada Inc., (hereinafter "Redcell") a
company incorporated under the laws of the province of Alberta,
with its principal place of business located in British Columbia,
Canada. Redcell is a battery distributor and marketer which
operates throughout North America and seeks to provide a fully
category of battery products to retailers throughout the United
States for the following battery categories: Alkaline, Cordless
Telephone, Watch & Calculator, Lithium and Photo.
Subsequently on May 7, 2002, Infobooth entered into an
Acquisition Agreement with Redcell whereby Infobooth acquired all
of the outstanding shares of stock of Redcell's then currently
issued and outstanding common stock in a tax free stock-for-stock
acquisition. The aggregate purchase price paid by Infobooth for
the Redcell common shares was 8,000,000 newly issued shares of
post-reverse split shares of voting common stock of the Company,
$0.001 par value. These shares were issuable to the the sellers
of the Redcell shares subsequent to a 1 for 10 reverse split by
Infobooth of its voting common stock. Additionally, pursuant to
the terms of the Acquisition Agreement the sum of 257,501 shares
of common stock of Infobooth, held by the previous majority
shareholders of the company, were canceled. The transaction
closed on May 23, 2002 and a Form 8-K was filed on May 29, 2002
disclosing the terms of the transaction.
As a result of this transaction, there was a change in
control of Infobooth to the shareholders of Redcell. The
shareholders of Redcell now hold approximately 99% of the
outstanding shares of common stock of the company. The name of
the company was also changed to "RedCell Power Corporation
(hereinafter "RedCell Power") and the company's certificate of
incorporation was amended accordingly. Furthermore, Messrs.
Shane Henty Sutton, David Sutton and Peter Moulinos have resigned
as directors of the Company and Messrs. Cameron King and Johannes
Retief have been appointed as directors. The resigning directors
have no disagreement with the registrant and have resigned as a
normal course of change of control in the company.
Control of the company has now passed to the shareholders of
Redcell. The company shall now adopt the business plan
of Redcell and proceed with the business operations of Redcell.
RedCell Power seeks to market and distribute quality portable
power batteries, such as alkaline, photo lithium, watch,
calculator, hearing aid and cordless telephone batteries, through
strategic partnerships secured by RedCell Power with premier
associations and well known entities. Redcell Power will seek to
have its batteries produced by quality manufacturer who shall in
turn allow Redcell Power to distribute these power products
bearing the Redcell Power name and logo. Without the overhead
associated with the manufacture of power products, RedCell Power
believes it will be able to offer packages, which contain more
product than competitors, at the same price point.
RedCell Power owns or has rights to various trademarks,
copyrights and trade names used in its business, including the
following: RedCell, RedCell Batteries, RedCell.com, "Power of
Performance".
Redcell Power currently has strategic marketing partnerships with
NASCAR, the Dallas Cowboys, and Mattel products, which are all
well known US household associations and entities, and which
Redcell Power believes shall allow for a cross-branding of
products and allow Redcell Power the opportunity to obtain brand
name recognition and demand for its products through these
partnerships. RedCell Power shall also seek to develop further
strategic partnership to market and distribute its power
batteries. The goal shall be to market these products to the
public, bearing both the RedCell Power brand name and the
strategic partner's name, to consumers who are loyal to the
strategic partner and who shall benefit from the use of RedCell
Power's quality portable power batteries.
RedCell Power shall outsource its warehousing and distribution of
its products to Warehousing Services Incorporated ("WSI"), which
shall provide all shipping, storing and receiving services. WSI
shall provide a sophisticated Product Control System, which will
interface directly with RedCell Power accounting and inventory
systems.
RedCell Power maintains a United States office, located at 3875
Industrial Avenue, Hemet, California 92545, and a Canadian office
1250-999 West Hastings Street, Vancouver, British Columbia V6C
2W2.
President and Chief Executive Officer of RedCell Power is Mr.
Cameron King. He has previously held senior positions at the
Bank of Nova Scotia before joining Durex Camline Wear Technology
as President. Here he obtained significant sales and marketing
experience.
Chief Operating Officer is Dr. Jannie Retief. He is a former
director for Langeberg Foods International, a prominent UK based
exporter to over fifty countries worldwide. He has held the
Chief Executive Officer position at a UK wine wholesaler and the
Marketing and Sales Director role at KWV, one of the largest wine
and spirit producers in the world.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
On February 15, 2002, Infobooth elected to perform a 10 for 1
forward split of the outstanding shares of common stock of
CyberProperty.com. Subsequent to this forward split, Infobooth
elected to issue as a dividend to its shareholders the
outstanding shares of CyberProperty.com on a pro-rata basis in
accordance with their current shareholding in Infobooth. As a
result of this dividend, the shareholders of Infobooth as of
February 15, 2002 became the shareholders of CyberProperty.com
which is no longer a subsidiary of Infobooth. As a further
result of the foregoing, Infobooth is no longer obligated to
report on the operations or business activity of
CyberProperty.com.
On May 23, 2002, Infobooth issued 8,000,000 newly issued shares
of post-reverse split shares of voting common stock of the
Company, $0.001 par value. These shares were issuable to the the
sellers of the Redcell shares subsequent to a 1 for 10 reverse
split by Infobooth of its voting common stock. The issuance
of these shares, and the 1 for 10 reverse split of
Infobooth's outstanding voting common stock were in accordance
with the terms of the Acquisition Agreement whereby Infobooth
acquired Redcell Canada, Inc.
On May 23, 2002, the sum of 257,501 shares of common stock of
Infobooth, held by the previous majority shareholders of the
company, were canceled with their consent as part of the terms of
the Acquisition Agreement whereby Infobooth acquired Redcell
Canada, Inc.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
On May 21, 2002, the company submitted to a vote of its security
holders the approval and ratification of the terms of the
Acquisition Agreement whereby Infobooth acquired Redcell Canada,
Inc. The majority of the shareholders of Infobooth approved the
terms of that Acquisition Agreement and the proposed transaction.
As a result of such approval, the shareholders consented to
effectuating an amendment to the Certificate of Incorporation
of the company thereby changing of the name of Infobooth to
RedCell Power Corporation. The shareholders also consented to a
1 for 10 reverse split of the outstanding shares of common stock
of Infobooth.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
The company on May 29, 2002 filed a Form 8-K disclosing the
change in control of the registrant, the acquisition of assets,
and other events and Regulation FD disclosure. An amendment to
that Form 8-K was filed on June 5, 2002 which attached a copy of
the Acquisition Agreement executed by the parties.
Both such filings are incorporated by reference herein.
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.
REDCELL POWER CORPORATION
(Registrant)
Date: June 14, 2002
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/s/ Cameron King
Chairman and President