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 April 30, 2000
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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 505 - 1155 Robson Street
Vancouver, British Columbia, Canada V6E 1B5
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-689-1659
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None
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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 April 30, 2000.
<PAGE>
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 April 30, 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
APRIL 30, 2000
(Unaudited)
(Stated in U.S. Dollars)
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
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APRIL 30
2000 1999
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ASSETS
Current
Cash $ 7,896 $ 46,229
Mineral Property (Note 4) - 1,000
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$ 7,896 $ 47,229
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LIABILITIES
Current
Accounts payable $ 26,899 $ 500
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SHAREHOLDERS' EQUITY (DEFICIENCY)
Share Capital
Authorized:
25,000,000 Common shares, par value $0.001 per share
Issued and Outstanding:
6,050,000 Common shares 6,050 6,050
Additional paid in capital 58,950 58,950
Deficit Accumulated During The Exploration Stage (84,003) (18,271)
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(19,003) 46,729
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$ 7,896 $ 47,229
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<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Company)
STATEMENTS OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
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INCEPTION
DECEMBER 18
THREE MONTHS ENDED 1998 TO
APRIL 30 APRIL 30
2000 1999 2000
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Expenses
Bank charges $ 41 $ 152 $ 331
Office and sundry - 241 986
Office facilities and services 2,250 2,250 12,000
Professional fees 15,503 8,227 47,099
Stock transfer fees 1,290 - 1,290
Travel and promotion 7,596 - 7,596
Mineral property maintenance and
exploration expenditures - - 11,201
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Loss Before Other Expenses (26,680) (10,870) (80,503)
Other Expenses
Abandonment of mineral property (3,500) - (3,500)
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Net Loss For The Period (30,180) (10,870) $(84,003)
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Deficit Accumulated During The Exploration
Stage, Beginning Of Period (53,823) (7,401)
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Deficit Accumulated During The Exploration
Stage, End Of Period $(84,003) $ 18,271)
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Net Loss Per Share $ (0.01) $ (0.01)
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Weighted Average Number Of Shares
Outstanding 6,050,000 6,050,000
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<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
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INCEPTION
DECEMBER 18
THREE MONTHS ENDED 1998 TO
APRIL 30 APRIL 30
2000 1999 2000
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Cash Flows From Operating Activity
Net loss for the period $(30,180) $(10,870) $(84,003)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activity
Abandonment of mineral property 3,500 - 3,500
Change in accounts payable 24,974 (3,071) 26,899
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(1,706) (13,941) (53,604)
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Cash Flows From Investing Activity
Mineral property - - (3,500)
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Cash Flows From Financing Activity
Share capital issued - - 65,000
Increase (Decrease) In Cash (1,706) (13,941) 7,896
Cash, Beginning Of Period 9,602 60,170 -
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Cash, End Of Period $ 7,896 $ 46,229 $ 7,896
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<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
APRIL 30, 2000
(Unaudited)
(Stated in U.S. Dollars)
Common Stock
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Additional
Paid-in
Shares Amount Capital Deficit Total
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Shares issued for cash
@ $0.01 6,000,000 $ 6,000 $ 54,000 $ - $ 60,000
Shares issued for cash
@ $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)
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Balance, January 31, 2000 6,050,000 6,050 58,950 (53,823) 11,177
Net loss for the period - - - (30,180) (30,180)
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Balance, April 30, 2000 6,050,000 $ 6,050 $ 58,950 $(84,003) $(19,003)
======================================================
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 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 judgement.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 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
APRIL 30, 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. SUBSEQUENT EVENTS
a) Subject to shareholder approval no later than September 1, 2000, the
Company has entered into a merger agreement with Cashsurfers, Inc. (a California
corporation). To effect the merger, the Company will issue 12,849,480 common
shares from treasury to acquire all of the outstanding and issued common shares
of Cashsurfers, Inc. Following the merger, the Company will change its name to
"UWantCash.com, Inc.".
b) 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.
6. 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 was formerly an exploration stage company engaged in the
acquisition, exploration and development of mineral properties. The Company had
an option to acquire a 100% interest in certain mineral claims located in the
State of Nevada. The Company had intended to carry out exploration work on the
Miranda Property in order to ascertain whether the Miranda Property possessed
commercially developable quantities of gold and other precious minerals. The
Company's board of directors determined that further exploration of the Miranda
Property is not commercially viable at present and decided on April 25, 2000 to
abandon its interest in the Miranda Property.
Cashsurfers Internet Based Business
The Company has 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 Merger Agreement contains
the following general provisions:
1. The Company will issue 12,849,480 shares of the Company's common stock to
the shareholders of Cashsurfers on completion of the Merger;
2. The Company will file a registration statement on Form S-4 with the
Securities and Exchange Commission in order to qualify the issue of the shares
of the Company's common stock on completion of the Merger;
3. The Merger is subject to approval by the shareholders of each of the
Company and Cashsurfers;
4. The Company is obligated to raise in excess of $2,500,000 by the private
placement of the Company's common stock as a condition of completion of the
Merger by June 8, 2000. The proceeds of the private placement would be used to
fund the operation and development of the Cashsurfers Business.
The Company has approached Cashsurfers regarding an extension of the date for
completion of the required private placement financing. There is no assurance
that the Company will be able to negotiate an extension.
There is no assurance that the conditions of the Merger will be satisfied,
including approval of the merger by the shareholders of the Company and
Cashsurfers and completion of the required private placement financing by the
Company. If the Company is not successful in entering in completing the Merger
for any reason, then the Company will not have any active business operations or
properties. In this event, the Company plans to pursue the acquisition of an
Internet or technology based business. Although the Company has entered into the
Merger Agreement, there is no assurance that the acquisition will be completed.
The Company does not have any present arrangements for additional equity
financing and there is no assurance that additional equity financing could be
obtained.
<PAGE>
Resignations of Registrants Directors On May 23, 2000, the following directors
and officers resigned their positions with the Company:
Director/Officer Position held Date of Resignation
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Peter Bell Director/Secretary May 23, 2000
Secretary and
Treasurer
Ross W.J. Bailey Director May 23, 2000
Richard Douglas Wilson Director May 23, 2000
Neil Murray-Lyon Director May 23, 2000
None of the Company's directors who have resigned have 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 officers of the Company
concurrent with the resignation of the Company's previous board of directors:
Director/Officer Position held Date of Resignation
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Charlo Barbosa Director/C.E.O. May 23, 2000
Rod Jao Director/ President May 23, 2000
Noah Mapstead Director/C.O.O. May 23, 2000
Secretary and
Treasurer
The Cashsurfers Business
Cashsurfers enlists Internet users and pays them to view advertising on their
propriety "CashBar Navigator" located at their Website. Cashsurfers earns
revenue from advertisers both directly and through member activities on and via
the CashBar Navigator. The CashBar Navigator also acts as a way of encouraging
members to participate in affiliate programs, which in turn generate revenue for
Cashsurfers. Cashsurfers provides links to its members that allow them to move
to other Websites that contain content of interest to them. In this respect, it
functions as a "portal", an Internet site which collects links to information
and services and arranges them for the convenience of its visitors. Cashsurfers
also generates revenue from collaborative advertising programs in which members
go to linked content or advertiser Websites through the portal page or a banner
ad on the CashBar Navigator. CashSurfers members receive "points" for the time
they spend on-line. The members can increase the number of Points that they
earn in a variety of ways and can also receive points for the activities of
Members they recruit (on a four-tiered multi-level marketing model). Once a
month, CashSurfers pays out a portion of its gross revenue to its members,
proportionally based on the number of points that each member has accumulated
<PAGE>
over the month. Cashsurfers currently pays out 100% of its gross revenue to its
members with the objective of increasing membership. Cashsurfers' objective is
to reduce the pay-out of revenue over time to 60% of gross revenues as
membership increases.
Cashsurfers intends to increase the number of users who access its site in a
number of ways. These include improvement of the hard-ware and software, the use
of existing members for increased marketing activities and the provision of as
many sources of interesting content as possible to increase the amount of
exposure to advertising and collaborative advertising activities that these
visitors receive, therefore increasing the potential revenue available from
advertisers.
As of May, 2000, Cashsurfers had approximately 628,339 members and acquires
members at the rate of 7,000 to 10,000 per day.
Plan of Operations
The Company's business plan is to complete the merger with Cashsurfers and to
undertake the management and operation of the Cashsurfers Business upon
completion of the merger. The Company will require additional funding in order
to complete its obligations under the merger agreement. The proceeds of any
financings completed by the Company will be used to fund the Company's
operations pending closing of the merger and to provide working capital for the
Cashsurfers Business. The Company anticipates that in excess of $2,000,000 will
be required to fund the operations of the Cashsurfers Business over the next
twelve months. The Company anticipates that additional funding will be in the
form of equity financing from the sale of the Company's common stock. There is
no assurance that the Company will be able to achieve additional sales of its
common stock. The Company believes that debt financing will not be an
alternative for funding the Cashsurfer.com Business. The Company does not have
any arrangements in place for future equity financing of the Company.
The merger agreement contemplates that any amounts advanced by the Company to
Cashsurfers prior to the completion of the merger will be advanced as a loan
secured by the assets of Cashsurfers. However, there can be no assurance that
Cashsurfers will be able to pay all or any portion of the funds advanced by the
Company to Cashsurfers if the merger does not complete and the Company demands
repayment of all amounts advanced to Cashsurfers.
If the Company is not successful in acquiring the Cashsurfer.com Business, the
Company will require additional funding in order to finance its continuing
obligations as a reporting issuer under the Securities Exchange Act of 1934.
The Company anticipates that it will require funds of approximately $50,000 over
the next twelve months to fund these obligations. In addition, the Company had
a working capital deficit of $18,993 as of April 30, 2000. The Company has no
arrangements in place for future equity financing in order to fund these
obligations.
Results of Operations for the Three Months Ended April 30, 2000
The Company was in the exploration stage and had no revenues from operations in
the first three months ended April 30, 2000. None of the Company's mineral
<PAGE
properties were proven to be commercially developable and as a result, the
Company did not generated any revenue from these activities. The Company's
previous mineral properties and interests consisted primarily of gold
exploration properties or prospects which the Company believed had the potential
for commercial gold recoveries.
The Company incurred a loss of $30,180 for the three months ending April 30,
2000, compared with a loss of $10,870 for the three months ending April 30,
1999. The increase in loss was attributable to the Company's higher general and
administrative expenses as a result of the Company becoming a reporting issuer
under the Securities Exchange Act of 1934. The Company also incurred an expense
of $3,500 in connection with the abandonment of its mineral property during this
period. The Company's general and administrative expenses were $26,680 for the
period ending April 30, 2000, compared to $10,870 for the three months ended
April 30, 2000.
The Company anticipates that general and administrative expenses will increase
in fiscal 2000 if the Company is successful in acquiring the Cashsurfer
Business.
Liquidity and Capital Resources.
The Company's cash position at April 30, 2000 was $7,896. At April 30, 2000, the
Company had a working capital deficit of $18,993. 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 its
mineral exploration activities since incorporation. The Company does not
anticipate earning revenues until some time after the Company completes the
acquisition of the Cashsurfer.com Business or some other revenue generating
business.
The Company's board of directors have approved an offering of up to 2,500,000
shares of the Company's common stock at a price of $1.50 per share. Any
proceeds of the offering will be used to fund the Company's operations pending
closing of the merger and to provide working capital for the Cashsurfer.com
Business.
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
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) None
(b) Reports on Form 8-K- Filed June 8, 2000
<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: June 16, 2000
By: /s/ Rod Jao
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ROD JAO
President and Director
<PAGE>
