U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE
EXCHANGE ACT
For the transition period from _____________________ to __________________
Commission file number 0-29260
TIMEBEAT.COM ENTERPRISES INC.
(Exact name of small business issuer as specified in its charter)
PROVIDENCE OF YUKON NOT APPLICABLE
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
580 HORNBY STREET, SUITE 200, VANCOUVER, BRITISH COLUMBIA CANADA V6C 3B6
(Address of principal executive offices)
(604) 689-4771
(Issuer's telephone number)
AGC AMERICAS GOLD CORP.
(Former name, former address and former fiscal year,
if changed since last report)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:
16,217,202 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF
SEPTEMBER 30, 2000
Transitional Small Business Disclosure Format (check one); Yes No X
<PAGE>
TIMEBEAT.COM ENTERPRISES, INC.
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flow
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED BALANCE SHEETS
(In Canadian Dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
2000 2000
------------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 283,319 $ 861,299
Accounts receivable 121,684 181,643
Inventory 153,181 121,906
------------ ------------
Total current assets 558,184 1,164,848
Restricted term deposit 205,000 205,000
Deferred exploration costs 5,279,734 4,947,942
Equipment, net 39,230 33,473
------------ ------------
Total assets $ 6,082,148 $ 6,351,263
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 333,945 $ 285,797
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, 100,000,000 shares
authorized, 16,217,202 and 16,217,202 shares
issued and outstanding at September 30, 2000 and
March 31, 2000, respectively 13,510,163 13,510,163
Accumulated deficit (7,761,960) (7,444,697)
------------ ------------
Total stockholders' equity 5,748,203 6,065,466
------------ ------------
Total liabilities and stockholders' equity $ 6,082,148 $ 6,351,263
============ ============
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
3
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Canadian Dollars)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER 30,
2000 1999
------------ ------------
<S> <C> <C>
Net sales $ 22,925 $ -0-
Less: Cost of goods sold (9,749) -0-
------------ ------------
Gross profit margin 13,176 -0-
Other revenue
Advertising revenue 20,594 -0-
Interest income 23,894 5,384
------------ ------------
Total Gross Income 57,664 5,384
General and administrative expenses
Amortization 5,685 1,579
Audit and accounting 7,500 5,300
Consulting 75,813 22,082
Foreign exchange (gain) loss 18,158 12,495
Interest and bank charges 475 670
Legal 8,016 19,734
Management fees 27,500 95,572
Office and administration 11,070 11,311
Rent 24,892 16,936
Salaries and wages 60,461 5,950
Shareholder information 61,047 30,550
Telephone, fax and utilities 19,750 9,645
Transfer agent and regulatory fees 7,083 9,603
Travel and marketing 47,477 40,892
------------ ------------
Total general and administrative 374,927 282,319
Net loss $ (317,263) $ (276,935)
============ ============
Net loss per share, basic and diluted $ (0.02) $ (0.02)
============ ------------
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
4
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Canadian dollars)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER 30,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (317,263) $ (276,935)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 5,685 1,579
Cash provided by changes in working capital items 76,832 (40,552)
------------ ------------
Net cash used in operating activities (234,746) (315,908)
------------ ------------
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds on issuance of common shares -0- 1,622,545
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures on mineral properties (331,792) 48,991
Acquisition of capital assets (11,442) (16,867)
Release (purchase) of restricted term deposit -0- (205,000)
------------ ------------
Net cash used in investing activities (343,234) (172,876)
------------ ------------
Net (decrease) increase in cash and cash equivalents (577,980) 1,133,761
CASH AND CASH EQUIVALENTS:
Beginning of period 861,299 52,648
------------ ------------
End of period $ 283,319 $ 1,186,409
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
5
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
UNAUDITED INTERIM FINANCIAL INFORMATION. The accompanying unaudited consolidated
financial statements have been prepared by Timebeat.com Enterprises Inc. (the
"Company") 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 generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, and disclosures necessary for a fair presentation of these
financial statements have been included. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the year ended March 31, 2000.
Results for the six months ended September 30, 2000 are not necessarily
indicative of the results that may be expected for any future quarter or for the
year ending March 31, 2001.
USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
NET LOSS PER SHARE. Net loss per share is computed using the weighted average
number of common shares outstanding. Shares associated with stock options and
warrants are not included because they are antidilutive.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CURRENCY AND EXCHANGE RATES
Unless otherwise indicated, all dollar amounts in this report are in Canadian
dollars. The following table sets forth (i) the rates of exchange for one
Canadian dollar ("Cdn") expressed in one U.S. dollar at the end of each calendar
year; (ii) the average exchange rates in effect on the last day of each month
during each calendar year; and (iii) the high and low exchange rates during each
calendar year.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Rate At End Of Period: 0.6925 0.6504 0.7239 0.7300 0.7323
Average Rate Of Period: 0.6730 0.6740 0.7318 0.7332 0.7285
High Rate of Period: 0.6925 0.7105 0.7472 0.7524 0.7532
Low Rate of Period: 0.6535 0.6340 0.7155 0.7219 0.7009
</TABLE>
Exchange rates are based upon the noon buying rate in New York City for cable
transfers in foreign currencies as certified for custom purposes by the U.S.
Federal Reserve Bank of New York. The noon exchange rate on November 3, 2000,
reported by the U.S. Federal Reserve Bank of New York was Cdn$.6515 (US$1.00 =
Cdn$1.5348).
DIFFERENCES BETWEEN CANADIAN GAAP AND U.S. GAAP
Our financial statements were prepared in accordance with Canadian generally
accepted accounting principles ("Canadian GAAP"). Under Canadian GAAP, shares
issued with escrow restrictions are recorded at the issue price and are not
revalued upon release from escrow. Under U.S. GAAP, escrow shares are considered
to be contingently issuable. These shares are excluded from the weighted average
shares calculation and the difference between the fair value of the shares at
the time of their release from escrow and the shares' original issue price is
accounted for as a compensation expense at the time the shares are released from
escrow.
Under Canadian GAAP all exploration expenses related to mineral properties and
areas of geological interest are deferred until the properties to which they
relate are placed into production sold or abandoned. Under U.S. GAAP these
exploration costs are not capitalized but expensed as incurred.
CAUTION
The following discussion contains trend information and other forward-looking
statements that involve a number of risks and uncertainties. Our actual future
results could differ materially from our historical results of operations and
those discussed in the forward-looking statements. All period references are for
the respective six month periods ending September 30, 2000 and 1999.
7
<PAGE>
OVERVIEW
We were incorporated in the Province of British Columbia, Canada on May 23,
1986. In September 1999, we re-incorporated in the Yukon Territory, Canada, and
changed our name from AGC Americas Gold Corp. to Timebeat.com Enterprises, Inc.
We have two separate business divisions: (1) we are a mineral exploration
company exploring for gold and silver worldwide; and (2) we own and operate
Internet Web sites which primarily cater to people who have an interest in fine
watches, jewelry, high-end gift and other luxury items.
We are an exploration stage company in the business of acquiring, exploring, and
if warranted, developing mineral properties primarily located in British
Columbia, Canada. We have acquired and subsequently abandoned several mineral
properties in pursuit of our business. Our current mineral properties are not in
production and, consequently, we have no current operating income or cash flow
from these properties. We defer all exploration costs relating to our properties
and areas of geological interest until the properties are placed in production,
sold or abandoned. In 1999, due to the price of minerals, we chose to examine
other business possibilities.
In March 1999, we entered the Internet and e-commerce business. We are in the
development stage in our Internet e-commerce division. In November 1999, we
launched our first Web site, www.timebeat.com. This is an e-commerce Web site
that markets and sells watches, jewelry, high- end gift items and other luxury
items. In December 1999, in order to increase content and awareness of
WWW.TIMEBEAT.COM, we acquired our second Web site, WWW.WATCHZONE.NET. This is an
informational Web site which allows consumers the ability to gather and exchange
information in chat forums and from existing publications, news and press
releases, manufacturer's literature, and product demonstrations and evaluations.
In May 2000, we began developing our new Web site called timebeat4teens.com.
This Web site is an e-commerce site that will sell jewelry, watches, music,
clothing and related items to the young adult market age group between 10 to 24
years old. We believe that by cross-promoting our Web sites, we may be able to
reach both parents and their children. Although the Web site is not finished, we
have two programmers and have retained the services of a Web site developer. The
Web site will be database driven and all items, customer transactions and the
functionality will include cold fusion.
We have been receiving merchandise for WWW.TIMEBEAT4TEENS.COM, and the
merchandise has been entered into inventory. An account with UPS has been
established and software has been provided as well. A merchant account has been
approved so that customers may make purchases on credit cards.
Timebeat4teens.com has also established relationships with various teen
magazines that will assist us in the marketing of our unique site. The Web site
should be operational by December 2000.
In September 2000, we launched our auction component of WWW.TIMEBEAT.COM which
offers an auction and authentication of time pieces, jewelry and special
products. We offer a twelve month assurance guarantee for our buyers, which
should increase their confidence in making a purchase. We authenticate the
products and issue a certificate of authenticity on each purchase. Our buyers
are
8
<PAGE>
able to review an independent appraisal of the product being purchased on the
auction site. If the buyer is not satisfied at any time within 30 days from the
date of purchase, a full refund will be made.
We have only generated minimal revenues since our inception in 1986. As of
September 30, 2000, we have an accumulated deficit of $7,761,960. We have
suffered significant losses from operations, require additional financing, and
need to continue our exploration activities and the development of our Internet
e-commerce businesses. Ultimately we need to generate sufficient revenues and
successfully attain profitable operations. Our present business operations do
not generate sufficient revenues to cover our expenses. We cannot provide
assurance that our business operations will be able to do so.
RESULTS OF OPERATIONS
We incurred a net loss of $317,263 for the six months ended September 30, 2000,
as compared to a net loss of $276,935 for the six months ended September 30,
1999. Our sales revenues were $22,925 for the six months ended September 30,
2000, as compared to no revenues for the six months ended September 30, 1999.
The revenues were generated from sales in our Internet operations, and are net
of sales or promotional discounts. Revenue from the sale of fine gold jewelry
and watches is recognized when the goods are shipped and received. The cost of
goods sold related to these revenues was $9,749, leaving a gross profit margin
of $13,176.
The cost of goods sold consisted primarily of the cost of the products, and
included such items as inbound and outbound shipping costs. Cost of goods sold
is comprised exclusively of the acquisition cost of the merchandise sold
inclusive of any import duties. Our inventory is valued at the lower of cost and
net realizable value.
In addition, we generated advertising revenue from our Internet operations of
$20,594 and interest income of $23,894. For the comparable 1999 period, we
generated only interest income of $5,384.
Our general and administrative expenses were $374,927 for the six months ended
September 30, 2000, as compared to $282,319 for the six months ended September
30, 1999. We expense web site development expenditures in the year incurred. The
increased expenditures were due to the maintaining of two web sites,
(WWW.TIMEBEAT.COM and WWW.WATCHZONE.NET) and the design of a third site at
www.timebeat4teens.com.
ANTICIPATED TRENDS
We anticipate that the current level of sales will increase during our fiscal
year ending March 2001. The expected sales increase is attributable to the
increased exposure of our Web sites. Due to our limited operating history and
the seasonality of our sales, we are unable to estimate future sales or trends
at this time with any reasonable degree of certainty.
LIQUIDITY
During the six months ended September 30, 2000, we used cash of $234,746 for our
operating activities, as compared to $315,908 during 1999 quarter. The decrease
in the amount of cash used was attributable to generating gross profit from the
Web site and lower Web site development costs.
9
<PAGE>
While cash of $1,622,545 was provided by proceeds from the issuance of common
shares in the 1999 period, no cash was provided by financing activities during
the 2000 quarter. We used cash for investing activities of $343,234 in 2000 and
$172,876 in 1999, consisting primarily of expenditures on mineral properties.
The mineral property expenditures were related to reclamation of prior
exploration activities.
At September 30, 2000, we had working capital of $224,239, as compared to
$879,051 at March 31, 2000. The decrease in working capital was caused by
continued losses and $331,792 of reclamation expenditures. The decrease in
working capital will be partially offset by the return of the restricted term
deposit of $205,000 which should occur in the fiscal year 2001.
In November 2000, the Company expects to enter into an investment agreement with
Swartz Private Equity, LLC. The investment agreement will entitle the Company to
issue and sell, at its option, common stock for up to an aggregate of
$25,000,000 from time to time during a three-year period commencing on the
effective date of a registration statement (a "Put Right"). Management does not
know to what extent it will utilize this method of financing, but believed it to
be prudent to have the financing mechanism in place should the need arise. This
investment agreement will provide the Company with a financing alternative that
can be evaluated against other financing alternatives available to the Company.
In order to invoke a Put Right, the Company must have an effective registration
statement on file with the Securities and Exchange Commission registering the
resale of the common shares that may be issued as a consequence of the
invocation of the Put Right. If the Company does not use the Put Right
financing, it will still be obligated to pay a non-usage fee of a maximum of
$600,000 over the three-year period. If the Company does not "Put" at least
$1,000,000 worth of common stock to Swartz during each six-month period
following the date on which the registration statement is declared effective by
the SEC, it must pay Swartz an semi-annual non-usage fee. The fee equals the
difference between $100,000 and 10% of the value of the shares of common stock
Put to Swartz during that annual period. The fee is due and payable on the last
business day of each six calendar month period following the effective date of
the registration statement. Each semi-annual non-usage fee is payable to Swartz,
in cash, within five (5) business days of the date it accrued. The Company is
not required to pay the semi-annual non-usage fee to Swartz in periods it has
met the Put requirements. The Company is also not required to deliver the
non-usage fee payment until Swartz has paid the Company for all Puts that are
due.
During the term of the investment agreement and for one year after its
termination, the Company is prohibited from issuing or selling any capital stock
or securities convertible into the Company's capital stock for cash in private
capital raising transactions or enter into a similar agreement, without
obtaining the prior written approval of Swartz. In addition, Swartz has the
option for ten (10) days after receiving notice to purchase such securities on
the same terms and conditions. This right of first refusal does not apply to
acquisitions, option plans, strategic partnerships or joint ventures, or the
disposition of a business, product or licence, or a primary underwritten
offering of the Company's common stock. The Company preliminarily indicated in
its agreement with Swartz that it expects to use the proceeds received from
Swartz for legal, accounting and distribution expenses in connection with the
investment agreement, the purchase of additional inventory, marketing, staff and
10
<PAGE>
general working capital purposes. These purposes were established as of the date
of the agreement with Swartz, and the Company has the right to change the
purpose for which the funds will be used without giving notice to Swartz.
The Company anticipates raising a minimum of $2,000,000 in capital each year for
the next three years through the Swartz Private Equity, LLC agreement and/or
other alternative economically prudent instruments. The Company will fund a
portion of its capital needs out of expected cash flows from operations. Funding
development out of operations may slow growth.
FINANCIAL CONDITION
Our total assets decreased slightly from $6,351,263 at March 31, 2000 to
$6,082,148 at September 30, 2000. The decrease was primarily attributable to the
decrease in cash used in operations. Correspondingly, our stockholders' equity
decreased due to accumulated deficit which increased by the amount of our loss
for the six months ended September 30, 2000.
CAPITAL ASSETS
Our capital assets are recorded at cost and are amortized over their estimated
useful lives. We use a declining balance method per annum as follows: office
equipment 30%, computer equipment 30%, and computer software 30%. For the six
months ended September 30, 2000, our total cost of assets was $47,369, with
total net book value of $39,230.
PLAN OF OPERATION
MINERAL EXPLORATION. Due to the current price of gold, we anticipate that only a
minimal amount of work will be conducted on our properties during the next
twelve months. We have no foreseeable plans for our properties other than to
maintain the leases and to carry out reclamation work. We estimate the remaining
cost of reclamation to be approximately $50,000. We do not anticipate that we
will purchase any significant equipment for exploration activities during this
time period. We anticipate retaining the services of contractors and other third
parties to assist us in our exploration activities. These contractors and other
third parties generally use their own equipment and labor and, therefore, we do
not anticipate hiring any employees for exploration activities during the next
twelve months.
Our current and future exploration activities, if any, are subject to various
federal, state and local environmental laws and regulations. These laws and
regulations govern the protection of the environment, prospecting, exploration,
development, production, taxes, labor standards, occupational health, mine
safety, toxic substances and other matters. We expect to be able to comply with
these laws and do not believe that compliance will have a material adverse
effect on our competitive position. We intend to obtain all licenses and permits
required by all applicable regulatory agencies in connection with our
exploration and reclamation activities. We intend to maintain standards of
compliance consistent with contemporary industry practice.
11
INTERNET WEB SITES. During the fiscal year ended 2000, we entered into a number
of agreements and alliances which had a positive impact on our Web sites'
traffic. To date, however, they have not yet significantly impacted sales. We
believe this may be due in part to the seasonal nature of luxury items and
because www.watchzone.net, which generated most of the traffic, is not an
e-commerce site. We are beginning to see some improvement in the second quarter
of the current fiscal year compared to the first quarter. Total sales have
increased from $13,632 (three months ended June 30) to $22,925 (six months ended
September 30, 2000). Although overall sales are still low, we are hopeful this
trend will continue.
For the next twelve months, we intend to focus our resources and efforts on
increasing sales and traffic on our Internet Web sites. We will continue our
efforts to provide superior service, extended product warranties, establish a
high placement with the various search engines, create brand awareness with the
intent to leverage that awareness by launching additional Web sites, and to
expand into other areas which may offer a higher gross profit margin potential.
In an effort to increase sales in the short-term, we intend to complete our
unique auction service to differentiate our Web site from other luxury Web sites
which sell comparable items. We also believe that an auction service will appeal
to our existing the customers. In the long-term, we will focus on establishing
additional strategic alliances and continuing our marketing and advertising to
accelerate the adoption of our brand name and services. We do not expect to
purchase any significant equipment during the next twelve months, nor do we
expect to hire a significant number of employees during that time period.
ADDITIONAL FUNDING
As of September 30, 2000, we had a working capital surplus of $224,239. This
amount should increase as we completed a significant amount of reclamation work
on the mineral properties and expect the return of the majority of the
restricted term deposit of $205,000. In addition, on October 13, 2000, we
announced a private placement of 1,400,000 shares and warrants which if
completed would generate gross proceeds of $630,000. Although we anticipate a
minimal amount of work on our exploration properties during the next twelve
months, exploration and reclamation are capital intensive. The cost to complete
our objectives relating to the Web sites and our ongoing operation costs are
also extensive. For these reasons, we believe we have sufficient working capital
for the next nine (9) months.
As a result, we will need external financing implement our plan of operations.
Sources of external financing may include bank borrowings and joint ventures,
but will most likely be accomplished through future debt and equity offerings.
We cannot assure you that financing will be available to us on acceptable terms,
or at all. Our failure to obtain additional financing when needed could result
in delay or the indefinite postponement of one or both of our business
divisions, and the possible loss of your entire investment in us.
12
<PAGE>
FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-QSB, our Annual Report on
Form 10-KSB for our fiscal year ended March 31, 2000, our Annual Report to
Shareholders, as well as statements made by us in periodic press releases, oral
statements made by our officials to analysts and shareholders in the course of
presentations about ourselves, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results, performance or achievements of
us to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements. Such
factors include, among other things, (1) general economic and business
conditions; (2) interest rate changes; (3) the relative stability of the debt
and equity markets; (4) competition; (5) the availability and cost of the
products used in our Web sites; (6) demographic changes; (7) government
regulations particularly those related to Internet commerce; (8) required
accounting changes; (9) equipment failures, power outages, or other events that
may interrupt Internet communications; (10) disputes or claims regarding our
proprietary rights to our software and intellectual property; and (11) other
factors over which we have little or no control.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 29, 2000, we held our annual meeting in Vancouver, British
Columbia, at which time the following matters were submitted, voted upon, and
approved by our shareholders:
1) Re-elected as directors:
Thomas L. Crom, III Votes for 13,094,434
Votes against 2,975
Votes withheld 385,780
Not voted 155,500
Michele Albo Votes for 13,082,634
Votes against 0
Votes withheld 400,555
Not voted 155,500
Alexander Vileshin Votes for 13,094,434
Votes against 0
Votes withheld 388,755
Not voted 155,500
2) Appointment of Campbell, Saunders & Co., Chartered Accountants as auditors:
Vote for 13,195,56
Votes against 41,200
Votes withheld 246,424
Not voted 155,500
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<PAGE>
3) Increased the authorized number of options in our Stock Option Plan from
2,750,000 to 3,200,000:
Vote for 2,445,605
Votes against 737,511
Votes withheld 23,524
Not voted 10,432,049
4) Approved the resetting of the exercise price of options which were granted to
the following directors:
a. Thomas L. Crom, III. On August 16, 1999, Mr. Crom was granted
600,000 options to purchase shares of the Company's common stock at an
exercise price of Cdn$2.58 per share, which expire on August 16, 2004.
In exchange for resetting the exercise price to Cdn$0.76 per share, Mr.
Crom agreed to cancel 300,000 options.
b. Alexander Vileshin. On September 30, 1999, Mr. Vileshin was granted
436,000 options to purchase shares of the Company's common stock at an
exercise price of Cdn$1.78 per share, which expire on September 30,
2004. In exchange for resetting the exercise price to Cdn$0.76 per
share, Mr. Vileshin agreed to cancel 200,000 options.
c. Michele Albo. On August 16, 1999, Ms. Albo was granted 100,000
options to purchase shares of the Company's common stock at an exercise
price of Cdn$1.73, and on September 30, 1999, Ms. Albo was also granted
350,000 options to purchase shares of the Company's common stock at an
exercise price of Cdn$1.78 per share, which expire on August 12, 2004
and September 30, 2004, respectively. In exchange for resetting all
exercise prices to Cdn$0.76 per share, Ms. Vileshin agreed to cancel
150,000 options.
Vote for 2,377,381
Votes against 792,635
Votes withheld 36,624
Not voted 10,432,049
5) Approved the grant of future options and any amendments of stock options:
Vote for 2,321,985
Votes against 797,215
Votes withheld 87,440
Not voted 10,432,049
6) Approved all corporate acts of the directors during the fiscal year-ended
March 21, 2000:
Vote for 12,853,294
Votes against 456,705
Votes withheld 60,190
Not voted 168,500
15
<PAGE>
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
A) EXHIBITS
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
3.1 Certificate of Name Change and Ordinary and Special Resolution. n/a(1)<F1>
3.2 Certificate of Incorporation and Memorandum. n/a(1)<F1>
4.1 VSE acceptance dated January 3, 1996 of Private Placement announced n/a(1)<F1>
October 25, 1994.
4.2 VSE acceptance dated January 9, 1996 of Private Placement announced n/a(1)<F1>
November 5, 1995 and November 23, 1996.
4.3 VSE acceptance dated June 6, 1997 of Private Placement announced n/a(1)<F1>
February 2, 1997.
4.4 Sample Purchase Warrants. n/a(1)<F1>
4.5 Sample Purchase Options. n/a(1)<F1>
10.1 Letter Agreement dated October 10, 1993 between the Company and n/a(1)<F1>
Energex Minerals Ltd. regarding the JD Property (Amendment).
10.2 Agreement dated July 7, 1994 between the Company and Floralynn n/a(1)<F1>
Investments Ltd.
10.3 Letter Agreement dated September 30, 1994 between the Company and n/a(1)<F1>
Energex Minerals Ltd.
10.4 Letter Agreement dated April 13, 1995 between the Company and David n/a(1)<F1>
Ford.
10.5 Consulting Agreement dated September 15, 1995 between the Company and n/a(1)<F1>
Founder's Group Management Ltd.
10.6 Agreement dated January 10, 1996 between the Company and Energex n/a(1)<F1>
Minerals Ltd.
10.7 Agreement dated June 14, 1996 between the Company and Energex Minerals n/a(1)<F1>
Ltd.
10.8 Agreement dated December 6, 1996 between the Company and Cheni n/a(1)<F1>
Resources Inc. and Meota Resources Corp.
10.9 Joint Venture Agreement dated August 1, 1997 between the Company and n/a(1)<F1>
Antares Mining and Exploration Corporation.
10.10 Minerals Property Earn-In Agreement dated July 17, 1997
between the Company and Antares Mining and Exploration Corporation. n/a(1)<F1>
10.11 1994 Drilling Results. n/a(1)<F1>
10.12 1995 Drilling Results. n/a(1)<F1>
16
<PAGE>
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
10.13 1996 Drilling Results. n/a(1)<F1>
10.14 Maps of the Company's Properties. n/a(1)<F1>
10.15 Flow-Through Funding and Renunciation Agreement dated May 10, 1996 n/a(1)<F1>
between the Company and Henry A. Meyer.
10.16 Flow-Through Funding and Renunciation Agreement dated May 10, 1996 n/a(1)<F1>
between the Company and John Peterson.
10.17 Flow-Through Funding and Renunciation Agreement dated May 10, 1996 n/a(1)<F1>
between the Company and Kenneth A. Thompson.
10.18 Flow-Through Funding and Renunciation Agreement dated December 21, n/a(1)<F1>
1995 between the Company and Sandy Lynn Gammon.
10.19 Flow-Through Funding and Renunciation Agreement dated December 21, n/a(1)<F1>
1995 between the Company and Lorraine McWilliams.
10.20 Flow-Through Funding and Renunciation Agreement dated December 21, n/a(1)<F1>
1995 between the Company and Thomas Mitchell.
10.21 Flow-Through Funding and Renunciation Agreement dated December 21, n/a(1)<F1>
1995 between the Company and Janet Thompson.
10.22 Flow-Through Funding and Renunciation Agreement dated December 21, n/a(1)<F1>
1995 between the Company and Olza Tien.
10.23 Stock Option Plan dated August 29, 1999. (2)<F2>
10.24 Letter of Intent dated March 5, 1999, between the Company, Watch Central (2)<F2>
Corporation and Timebeat.com Inc.
10.25 Agreement dated December 14, 1999 between the Company, Watchzone.net (2)<F2>
Inc., the management of Watchzone.net Inc., and Timebeat.com Inc.
10.26 Form of Investment Agreement between the Company and Swartz Private 19
Equity, LLC.
27 Financial Data Schedule 68
---------------------
<FN>
(1)<F1> Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended March 31, 1999, file
no. 0-29260.
(2)<F2> To be filed by amendment to the Company's Form 10-KSB for the fiscal year ended March 31, 2000.
</FN>
</TABLE>
(B) REPORTS ON FORM 8-K: None.
17
<PAGE>
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.
TIMEBEAT.COM ENTERPRISES INC.
(Registrant)
Date: November 17, 2000 By: /S/ THOMAS L. CROM
--------------------------------------
Thomas L. Crom, Corporate Secretary
(Principal financial and accounting officer)
17
