<PAGE>
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 July 31, 2000
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period to
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Commission File Number 0-25553
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EXPLORE TECHNOLOGIES INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 88-0419476
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 201-1166 Alberni Street V6E 3Z3
Vancouver British Columbia
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number,including
area code: 604-681-2274
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Suite 505 - 1155 Robson Street
Vancouver, British Columbia, Canada V6E 1B5
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(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: 6,050,000 Shares of $.001 par value
Class A Common Stock outstanding as of July 31, 2000.
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders" equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended July 31, 2000 are not necessarily
indicative of the results that can be expected for the year ending January 31,
2001.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
JULY 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
JULY 31
2000 1999
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<S> <C> <C>
ASSETS
Current
Cash $ - $ 33,507
Prepaid expense - 750
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- 34,257
Mineral Property (Note 4) - 1,000
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$ - $ 35,257
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LIABILITIES
Current
Bank indebtedness $ 79 $ -
Accounts payable 29,125 3,544
Convertible debt (Note 5) 367,000 -
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396,204 3,544
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SHAREHOLDERS' EQUITY (DEFICIENCY)
Share Capital
Authorized:
25,000,000 Common shares,
par value $0.001 per share
Issued and Outstanding:
6,050,000 Common shares 6,050 6,050
Additional paid in capital 58,950 58,950
Deficit Accumulated During The Exploration Stage (461,204) (33,287)
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(396,204) 31,713
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$ - $ 35,257
===============================================================================================
</TABLE>
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Company)
STATEMENTS OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
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INCEPTION
DECEMBER 18
THREE MONTHS ENDED SIX MONTHS ENDED 1998 TO
JULY 31 JULY 31 JULY 31
2000 1999 2000 1999 2000
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<S> <C> <C> <C> <C> <C>
Expenses
Bank charges $ 700 $ 32 $ 741 $ 184 $ 1,031
Office and sundry - 93 - 334 986
Office facilities and services 750 2,250 3,000 4,500 12,750
Professional fees 5,880 11,503 21,383 19,730 52,979
Stock transfer and filing fees 2,752 - 4,042 - 4,042
Travel and promotion 619 - 8,215 - 8,215
Mineral property maintenance and
exploration expenditures - 1,138 - 1,138 11,201
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Loss Before The Following (10,701) (15,016) (37,381) (25,886) (91,204)
Impairment loss on terminated
acquisition (366,500) - (366,500) - (366,500)
Abandonment of mineral property - - (3,500) - (3,500)
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Net Loss For The Period (377,201) (15,016) (407,381) (25,886) $ (461,204)
=============
Deficit Accumulated During The
Exploration Stage, Beginning Of Period (84,003) (18,271) (53,823) (7,401)
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Deficit Accumulated During The
Exploration Stage, End Of Period $ (461,204) $ (33,287) $ (461,204) $ (33,287)
=============================================================================================
Net Loss Per Share $ (0.01) $ (0.01) $ (0.07) $ (0.01)
=============================================================================================
Weighted Average Number Of Shares
Outstanding 6,050,000 6,050,000 6,050,000 6,050,000
=============================================================================================
</TABLE>
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
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INCEPTION
DECEMBER 18
THREE MONTHS ENDED SIX MONTHS ENDED 1998 TO
JULY 31 JULY 31 APRIL 30
2000 1999 2000 1999 2000
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<S> <C> <C> <C> <C> <C>
Cash Flows From Operating Activity
Net loss for the period $ (377,201) $ (10,870) $ (407,381) $ (25,886) $ (461,204)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activity
Impairment loss on advances 366,500 - 366,500 - 366,500
Abandonment of mineral property - - 3,500 - 3,500
Change in prepaid expense - - - (750) -
Change in accounts payable 2,226 (3,071) 27,200 (27) 29,125
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(8,475) (13,941) (10,181) (26,663) (62,079)
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Cash Flows From Investing Activities
Acquisition advances (366,500) - (366,500) - (366,500)
Mineral property - - - - (3,500)
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(366,500) - (366,500) - (370,000)
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Cash Flows From Financing Activities
Share capital issued - - - - 65,000
Convertible debt 367,000 - 367,000 - 367,000
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367,000 - 367,000 - 432,000
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Increase (Decrease) In Cash (7,975) (13,941) (9,681) (26,663) (79)
Cash, Beginning Of Period 7,896 60,170 9,602 60,170 -
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Cash (Bank Indebtedness),
End Of Period $ (79) $ 46,229 $ (79) $ 33,507 $ 79
===========================================================================================================
</TABLE>
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
JULY 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
Common Stock
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Additional
Paid-In
Shares Amount Capital Deficit Total
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<S> <C> <C> <C> <C> <C>
Shares issued for cash
at $0.01 6,000,000 $ 6,000 $ 54,000 $ - $ 60,000
Shares issued for cash
at $0.10 50,000 50 4,950 - 5,000
Net loss for the period - - - (7,401) (7,401)
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Balance, January 31, 1999 6,050,000 6,050 58,950 (7,401) 57,599
Net loss for the year - - - (46,422) (46,422)
Balance, January 31, 2000 6,050,000 6,050 58,950 (53,823) 11,177
Net loss for the six months
ended July 31, 2000 - - - (407,381) (407,381)
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Balance, April 30, 2000 6,050,000 $ 6,050 $ 58,950 $ (461,204) $ (396,204)
=============================================================================
</TABLE>
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of April 30, 2000 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, 2000 audited financial statements and notes thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A. on
December 18, 1998.
b) Exploration Stage Activities
The Company is in the process of exploring its mineral property and
has not yet determined whether the property contains ore reserves that
are economically recoverable.
The recoverability of amounts shown as mineral property and related
deferred exploration expenditures is dependent upon the discovery of
economically recoverable reserves, confirmation of the Company's
interest in the underlying mineral claims and the ability of the
Company to obtain profitable production or proceeds from the
disposition thereof.
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles in the United States. Because
a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period
necessarily involves the use of estimates which have been made using
careful judgment.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework
of the significant accounting policies summarized below:
a) Mineral Property and Related Deferred Exploration Expenditures
The Company defers all direct exploration expenditures on mineral
properties in which it has a continuing interest to be amortized over
the recoverable reserves when a property reaches commercial
production. On abandonment of any property, applicable accumulated
deferred exploration expenditures will be written off. To date none of
the Company's properties have reached commercial production.
At least annually, the net deferred cost of each mineral property is
compared to management's estimation of the net realizable value, and a
write-down is recorded if the net realizable value is less than the
cumulative net deferred costs.
b) Income Taxes
The Company has adopted Statement of Financial Accounting Standards
No. 109- "Accounting for Income Taxes" (SFAS 109). This standard
requires the use of an asset and liability approach for financial
accounting and reporting on income taxes. If it is more likely than
not that some portion or all of a deferred tax asset will not be
realized, a valuation allowance is recognized.
c) Financial Instruments
The Company's financial instruments consist of cash and accounts
payable.
Unless otherwise noted, it is management's opinion that this Company
is not exposed to significant interest or credit risks arising from
these financial instruments. The fair value of these financial
instruments approximate their carrying values, unless otherwise noted.
d) Net Loss Per Share
Net loss per share is based on the weighted average number of common
shares outstanding during the period plus common share equivalents,
such as options, warrants and certain convertible securities. This
method requires primary earnings per share to be computed as if the
common share equivalents were exercised at the beginning of the period
or at the date of issue and as if the funds obtained thereby were used
to purchase common shares of the Company at its average market value
during the period.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
4. MINERAL PROPERTY
The Company has entered into an option agreement to acquire a 50% interest,
subject to a 2.5% net smelter royalty, in the Sand Springs, Nevada property
for the following consideration:
- cash payments of U.S. $3,500;
- exploration expenditures totalling U.S. $150,000 by December 31, 2001,
U.S. $10,000 of which must be expended by December 31, 1999.
Consideration paid to date $ 3,500
Less: Abandonment of mineral property (3,500)
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$ -
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5. CONVERTIBLE DEBT
Debt secured by debenture, bearing interest at 10% pa, repayable August 1,
2000. In the event of non-repayment by the due date, the debt bears
interest at 2% per month compounded monthly, and convertible into common
stock of the Company at a price which is 20% below the weighted average
trading price of the shares. The right of conversion terminates December 1,
2000.
6. CAPITAL STOCK
The Company has authorized the issuance of common share purchase options
entitling employees, directors and consultants the option to purchase
500,000 common shares at $2.50 per share.
7. BUSINESS ACQUISITION
On May 23, 2000, the Company entered into a merger agreement with
Cashsurfers, Inc. (a California corporation). To effect the merger, the
Company was to issue 12,849,480 common shares from treasury to acquire all
of the outstanding and issued common shares of Cashsurfers, Inc. On July
24, 2000 the merger agreement was terminated as the Company was unable to
meet the terms of the agreement.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
8. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. Although the change in date has
occurred, it is not possible to conclude that all aspects of the Year 2000
Issue that may affect the entity, including those related to customers,
suppliers, or other third parties, have been fully resolved.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations
The Company entered into a merger agreement dated May 23, 2000 (the "Merger
Agreement") with Cashsurfers, Inc., a California corporation ("Cashsurfers"),
for the acquisition of an Internet based technology business known as
"Cashsurfers.com" (the "Cashsurfers Business").
The Company was unable to raise the capital required under the terms of the
merger agreement. Management attempted to extend the time frame to comply with
the terms of the agreement, which was unsuccessful. As a result of the default,
the merger agreement was terminated by Cashsurfers on July 24, 2000.
Management is attempting to acquire a business operation that can be vended into
the Company.
The Company will need to raise working capital. There is no assurance that the
Company will be able to achieve this. The Company may have to effect a reverse
stock split of its common shares in order to raise further capital.
Resignations of Directors
On July 24, 2000, the following director and officer resigned his position with
the Company:
Director/Officer Position held Date of Resignation
---------------- ------------- -------------------
Noah Mapstead Director/C.O.O. July 24, 2000
Secretary and
Treasurer
Mr. Mapstead has not delivered to the Company any notice of any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices.
The following persons were appointed directors and/or officers of the Company
concurrent with the resignation of the Company's previous board of directors:
Director/Officer Position held Date of Appointment
------------------ -------------- -------------------
Cecil Morris Director July 24, 2000
Charlo Barbosa COO/Secretary/ July 24, 2000
Treasurer
Liquidity and Capital Resources.
The Company's cash position at July 31, 2000 was $NIL. At July 31, 2000, the
Company had a working capital deficit of $396,204. 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 acquires a revenue generating
business.
<PAGE>
The Company raised $370,000 from EuroCapital Holdings A.V.V. The funds were
advanced to the Company as a loan secured under a Convertible Debenture. The
terms of the Debenture was for repayment of the loan by August 1, 2000 failing
which the lender had the option to exercise the Debenture at the average trading
price for the five (5) days prior to the exercise date. The Company advanced as
a loan to 597189 B.C. Ltd. dba UWANTCASH.com in order to fund UWANTCASH.com
while the merger was in progress. UWANTCASH had a strategic alliance with
Cashsurfers and were providing Cashsurfers with Sales and Marketing services and
developing UWANTCASH.com as Cashsurfers Portal.
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
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 1 - Debenture Certificate
(b) Reports on Form 8-K-- Filed September 8, 2000
(c) Exhibit 27 - Financial Data Schedule
<PAGE>
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: July 31, 2000
By: /s/ Rod Jao
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ROD JAO
President and Director
