UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
(Check One): |_|Form 10-K |_|Form 20-F |_|Form 11-K |X| Form 10-Q |_|Form N-SAR
For Period Ended: June 30, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commissions has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant:
UNIVERSE2U INC.
Former Name if Applicable:
PAXTON MINING CORP.
Address of Principal Executive Office (Street and Number):
30 West Beaver Creek Rd. - Suite 109
City, State, and Zip Code:
Richmond Hill, Ontario, L4B 3K1 Canada
PART II - Rules 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box, if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).
The Form 10-QSB could not be filed within the prescribed time because of
additional time required by Registrant's management to obtain certain
information to be included in such Form 10-QSB. As a result of the foregoing
situation, the Registrant could not file its Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2002 on the filing due date without unreasonable
effort or incurring unreasonable expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Kim Allen, CEO
(Name and Title)
(905) 881-3284
(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities and Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Universe2U Inc., a Nevada corporation, has caused this notification to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Richmond Hill, Ontario, Canada, on August 15, 2002.
Universe2U Inc.,
By: /s/ Kim Allen
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Kim Allen, CEO
INSTRUCTION: The form may be signed by an executive office of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION:
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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EXPLANATION
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Total revenues decreased $239,000, or 80% to $58,000 for the three months ended
June 30, 2002 from $297,000 for the three months ended June 30, 2001. The
decrease is largely attributable to a reduction in the volume of network design,
engineering, construction, and maintenance work from our third party contracting
activities. We believe that the reduction in volume of work is principally
attributable to poor overall conditions in the network engineering and
construction markets. In addition, we changed our business strategy to focus on
further developing our SmartCommunity model.
Cost of sales decreased $382,000 or 79%, to $99,000 for the three months ended
June 30, 2002 from $481,000 for the three months ended June 30, 2001. The
decrease corresponds to the decrease in revenue, which is offset by the fact,
that some of the Company's cost of sales are fixed. These fixed costs include
equipment rental, lease commitments for equipment, amortization costs, salaries
to engineers, and trade staff. In the short term, we are unable to reduce these
costs proportionally with the reduction of the revenue.
Selling, general and administration expenses decreased $519,000, or 54%; to
$437,000 for the three months, ended June 30, 2002 from $957,000 for the three
months ended June 30, 2001. The decrease is largely attributed to our shift in
business strategy and associated reductions in administrative, executive,
management and other support salaries, and their associated overhead expenses
and a reduction in printing and other office costs.
Stock based compensation expense for the three months ended June 30, 2002 was
$87,000 versus $862,000 for the three months ended June 30, 2001. During the
period, options to purchase an aggregate of 2,095,875 were re-priced from their
original exercise prices of between $3.75 to $5.00 to $0.75 per share as a
result of market conditions.
Interest and financing increased $277,000 or 384% to $347,000 for the three
months ended June 30, 2002, from $72,000 for the three months ended June 30,
2001. This was a direct result of increased financing necessary for capital
expenditures and to fund the operating losses.
At June 30, 2002, the value of goodwill $121,000 associated with Wisper
transaction was considered to be impaired and written off to income in the three
months ended June 30, 2002.
Depreciation and amortization decreased $45,000 or 76% to $14,000 for the three
months ended June 30, 2002, from $59,000 for the three months ended June 30,
2001. The decrease was the result of a substantial reduction in capital assets
primarily in the construction divisions.
The Company incurred losses before income taxes for the three months ended June
30, 2002 of $1.05 million compared to a loss before income taxes of $2.2 million
for the three months ended June 30, 2001.