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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
Commission file number: 0-27862
REALITY INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1781991
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State or other jurisdiction of I.R.S. Employer Identification No.
incorporation of organization
SUITE 121
7887 FULLER ROAD
EDEN PRAIRIE, MINNESOTA 55344 (612) 253-4713
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Address of principal executive offices Registrant's telephone number
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
At July 31, 2000, 4,677,407 shares of registrant's $.01 par value Common Stock
were outstanding.
Transitional Small Business Issuer Format Yes [ ] No [X}
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FORM 10-QSB INDEX
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<S> <C>
PART I - FINANCIAL INFORMATION
--------------------------------
Item 1. Financial Statements.......................................................................3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................7
PART II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K...........................................................8
SIGNATURES..........................................................................................9
EXHIBIT INDEX......................................................................................10
</TABLE>
SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties that may cause
the Company's actual results to differ materially from the results discussed in
the forward-looking statements.
On April 30, 1999, the Company ceased business operations. Management
of the Company believes this action was necessary in light of the Company's
current liquidity needs and lack of short-term revenue opportunities.
Since April 30, 1999, the Company has been exploring potential uses of
its public shell. While the Company seeks potential uses for the public shell,
the primary factor that might cause such difference in results is the Company's
inability to find a suitable acquisition or merger candidate or other use for
its public shell in the near future.
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REALITY INTERACTIVE, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
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ASSETS (Unaudited)
<S> <C> <C>
Cash and cash equivalents............................................ $ 22,965 $ 40,986
Prepaid expenses and other current assets............................ 895 2,921
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Total assets................................................. $ 23,860 43,907
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................. $ 8,460 $ 9,688
Accrued liabilities.............................................. 7,953 7,953
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Total current liabilities.................................... 16,413 17,641
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Stockholders' equity:
Common stock, $.01 par value, 25,000,000 shares authorized;
4,677,407 shares outstanding at both dates................... 46,774 46,774
Additional paid-in capital....................................... 15,386,692 15,386,692
Accumulated deficit.............................................. (15,426,019) (15,407,200)
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Total stockholders' equity................................... 7,447 26,266
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Total liabilities and stockholders' equity................... $ 23,860 $ 43,907
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</TABLE>
See accompanying notes to the financial statements.
3
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REALITY INTERACTIVE, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------------------- ------------------------------
2000 1999 2000 1999
--------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C>
Product revenues............................... $ 0 $ 13,945 $ 0 $ 86,769
Service revenues............................... 0 138,595 0 139,395
--------------- -------------- ------------- ---------------
Total revenues......................... 0 152,540 0 226,164
--------------- -------------- ------------- ---------------
Cost of product revenues....................... 0 1,249 0 18,685
Cost of service revenues....................... 0 108,024 0 108,024
--------------- -------------- ------------- ---------------
Total cost of revenues................. 0 109,273 0 126,709
--------------- -------------- ------------- ---------------
Gross profit................................... 0 43,267 0 99,455
--------------- -------------- ------------- ---------------
Operating expenses:
Sales and marketing........................ 0 31,189 0 99,284
Research and development................... 0 34,950 0 103,456
General and administrative................. 15,291 207,262 32,300 408,155
--------------- -------------- ------------- ---------------
Total operating expenses............... 15,291 273,401 32,300 610,895
--------------- -------------- ------------- ---------------
Operating loss................................. (15,291) (230,134) (32,300) (511,440)
Gain on sale of domain name................ 7,130 0 13,105 0
Interest income............................ 180 1,689 376 5,119
--------------- -------------- ------------- ---------------
Net loss............................... $ (7,981) $ (228,445) $ (18,819) $ (506,321)
=============== ============== ============= ===============
Basic and diluted earnings (loss) per share.... $ (0.00) $ (0.05) $ (0.00) $ (0.11)
=============== ============== ============= ===============
Weighted average common shares outstanding..... 4,677,407 4,677,407 4,677,407 4,677,407
=============== ============== ============= ===============
</TABLE>
See accompanying notes to the financial statements.
4
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REALITY INTERACTIVE, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
June 30,
-------------------------------------
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................... $ (18,819) $ (506,321)
Reconciliation of net loss to net cash used by operating activities:
Depreciation and amortization.................................. 0 30,000
Changes in assets and liabilities:
Accounts receivable............................................ 0 176,854
Prepaid expenses and other assets.............................. 2,026 23,522
Accounts payable............................................... (1,228) (23,092)
Accrued liabilities............................................ 0 16,480
Deferred revenue............................................... 0 (49,495)
Other current liabilities...................................... 0 (1,572)
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Net cash used by operating activities...................... (18,021) (333,624)
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CASH FLOWS FROM INVESTING ACTIVITIES:
0 0
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bridge notes payable................................. 0 70,631
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Net cash provided (used) during period................................. (18,021) (262,993)
CASH AND CASH EQUIVALENTS:
Beginning of period................................................ 40,986 291,697
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End of period...................................................... $ 22,965 $ 28,704
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</TABLE>
See accompanying notes to the financial statements.
5
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REALITY INTERACTIVE, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
NOTE 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Reality Interactive, Inc. (the "Company") was incorporated on May 24,
1994 for the purpose of developing technology-based knowledge solutions for the
industrial marketplace.
On April 30, 1999, the Company ceased business operations and
terminated all remaining employees. This action was necessary in light of the
Company's liquidity needs and lack of revenue opportunities.
Since the Company ceased its business operations, it has sold a
majority of its physical assets and intellectual property. Currently, the
Company is exploring potential uses of its public shell. While the Company
pursues such opportunities, it intends to comply with all future SEC reporting
requirements in order to maintain its status as a public company.
Basis of Presentation
The accompanying unaudited financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information. The preparation of financial statements in
accordance with generally accepted accounting principles require management to
make estimates and assumptions. Such estimates and assumptions affect the
reported amounts of assets and liabilities, including the disclosure of
contingent assets and liabilities at the date of the accompanying interim
financial statements, and the reported amounts of revenue and expenses during
the reporting period. In the opinion of management, the interim financial
statements include all adjustments necessary for a fair presentation of the
results of operations for the interim periods presented.
Operating results for the three and six months ended June 30, 2000 are
not necessarily indicative of the operating results to be expected for the year
ending December 31, 2000.
Certain information and footnote disclosures normally included in
financial statements in accordance with generally accepted accounting principles
have been omitted. The statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.
6
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The following presentation of management's discussion and analysis of
the Company's financial condition and results of operation should be read in
conjunction with the Company's financial statements and notes contained herein
for the three and six months ended June 30, 2000 and 1999.
RESULTS OF OPERATIONS
REVENUES. Revenues were $0 for the second quarter of 2000 compared to
$152,540 for the second quarter of 1999. For the six-month period ended June 30,
2000, revenues were $0 compared to $226,164 for the comparable period of 1999.
This decrease was due to the Company's decision to cease its business operations
effective April 30, 1999.
COST OF REVENUES. Cost of revenues were $0 for the second quarter of
2000 compared to $109,273 for the second quarter of 1999. For the six-month
period ended June 30, 2000, cost of revenues were $0 compared to $126,709 for
the comparable period of 1999. This decrease was due to the Company's decision
to cease its business operations effective April 30, 1999.
OPERATING EXPENSES. Operating expenses were $15,291 for the second
quarter of 2000 compared to $273,401 for the second quarter of 1999. For the
six-month period ended June 30, 2000, operating expenses were $32,300 compared
to $610,895 for the comparable period of 1999. Expenses incurred during the
three and six months ended June 30, 2000 were entirely for general and
administrative purposes, including rent for a small office, professional fees
and miscellaneous office expenses.
The Company expects that it will continue to incur general and
administrative expenses for the remainder of 2000 as it continues to maintain a
small administrative office, pursues opportunities for its public shell and
maintains its status as a fully reporting company with the Securities and
Exchange Commission.
GAIN ON SALE OF DOMAIN NAME. During the second quarter of 2000, the
Company received a final payment of $7,130 in connection with the sale of one of
its Internet domain names. Including the initial payment of $5,975 received
during the first quarter of 2000, the Company has received total proceeds of
$13,105.
INTEREST INCOME. Interest income was $180 for the second quarter of
2000 compared to $1,689 for the second quarter of 1999. For the six month period
ended June 30, 2000, interest income was $376 compared to $5,119 for the same
period of 1999. The decrease between periods is attributed to declining cash
reserves.
NET LOSS. Net loss was $7,981 for the second quarter of 2000 compared
to a net loss of $228,445 for the second quarter of 1999. For the six-month
period ended June 30, 2000, net loss was $18,819 compared to a net loss of
$506,321 for the same period of 1999. Since the Company has ceased business
operations, it does not expect to incur additional substantial losses in 2000,
except for expenses relating to the operation of a small office, pursuing
opportunities for its public shell and SEC public filing requirements.
7
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LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents were $22,965 as of June 30,
2000, compared to $40,986 as of December 31, 1999. This decrease in cash and
cash equivalents was due primarily to the net loss from operations for the
six-months ended June 30, 2000.
The Company expects that its current cash balance will allow it to meet
its minimal operating expenditures at least through September 30, 2000.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
27.1 Financial Data Schedules
99.1 Cautionary Statement
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2000
8
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
REALITY INTERACTIVE, INC.
Dated: August 11, 1999 By /s/ Paul J. Wendorff
------------------------------
Paul J. Wendorff
Its Chief Executive Officer
9
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EXHIBIT INDEX
Exhibit
No. Description
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27.1 Financial Data Schedule
99.1 Cautionary Statement
10
