<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 October 31, 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
---------------------------
EXPLORE TECHNOLOGIES INC.
---------------------------------------------------------------------
(Exact name of small Business Issuer as specified in its charter)
Nevada 88-0419476
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 201-1166 Alberni Street V6E 3Z3
Vancouver British Columbia
---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number,including
area code: 604-681-2274
------------
Suite 505 - 1155 Robson Street
Vancouver, British Columbia, Canada V6E 1B5
----------------------------------- ------------
(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: 15,225,000 Shares of $.001 par value
Class A Common Stock outstanding as of October 31, 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 October 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
OCTOBER 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
----------------------------------------------------------------------------
OCTOBER 31 JANUARY 31
2000 2000
----------------------------------------------------------------------------
ASSETS
Current
Cash $ 1,225 $ 9,602
Mineral Property (Note 2) - 3,500
-------------------------
$ 1,225 $ 3,102
============================================================================
LIABILITIES
Current
Accounts payable $ 40,483 $ 1,925
Advances payable 8,897 -
-------------------------
49,380 1,925
-------------------------
SHAREHOLDERS' EQUITY (DEFICIENCY)
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Share Capital (Note 3)
Authorized:
25,000,000 Common shares, par value $0.001 per share
Issued and outstanding:
15,225,000 Common shares at October 31, 2000 and
15,225 6,050
6,050,000 at January 31, 2000
416,775 58,950
Additional paid in capital
(480,155) (53,823)
Deficit Accumulated During The Exploration Stage
--------------------------
(48,155) 11,177
--------------------------
$ 1,225 $ 13,102
=====================================================================================================
</TABLE>
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Company)
STATEMENTS OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
INCEPTION
DECEMBER 18
THREE MONTHS ENDED NINE MONTHS ENDED 1998 TO
OCTOBER 31 OCTOBER 31 OCTOBER 31
2000 1999 2000 1999 2000
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Expenses
Bank charges $ 35 $ 45 $ 776 $ 229 $ 1,066
Interest 13,056 - 13,056 - 13,056
Office and sundry - 146 - 480 986
Office facilities and services (recovery) (19) 2,250 2,981 6,750 12,731
Professional fees 41 2,172 21,424 21,902 53,020
Stock transfer and filing fees 5,838 - 9,880 - 9,880
Travel and promotion - - 8,215 - 8,215
Mineral property maintenance and
exploration expenditures - 10,063 - 11,201 11,201
-----------------------------------------------------------------
Loss Before The Following (18,951) (14,676) (56,332) (40,562) (110,155)
Impairment loss on terminated acquisition - - (366,500) - (366,500)
Abandonment of mineral property - - (3,500) - (3,500)
-----------------------------------------------------------------
Net Loss For The Period (18,951) (14,676) (426,332) (40,562) $ (480,155)
===========
Deficit Accumulated During The Exploration
Stage, Beginning Of Period (461,204) (33,287) (53,823) (7,401)
---------------------------------------------------
Deficit Accumulated During The Exploration
Stage, End Of Period $ (480,155) $ (47,963) $ (480,155) $ (47,963)
======================================================================================================
Net Loss Per Share $ (0.01) $ (0.01) $ (0.04) $ (0.01)
======================================================================================================
Weighted Average Number Of Shares Outstanding 12,166,666 6,050,000 13,186,111 6,050,000
======================================================================================================
</TABLE>
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
INCEPTION
DECEMBER 18
NINE MONTHS ENDED 1998 TO
OCTOBER 31 OCTOBER 31
2000 1999 2000
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activity
Net loss for the period $ (426,332) $ (40,562) $ (480,155)
Adjustments To Reconcile Net Loss To Net Cash Used By
Operating Activity
Impairment loss on advances 366,500 - 366,500
Abandonment of mineral property 3,500 - 3,500
Change in prepaid expense - (750) -
Change in accounts payable 38,558 (3,571) 40,483
Change in advances payable 8,897 - 8,897
---------------------------------------------------
(8,877) (44,883) (60,775)
---------------------------------------------------
Cash Flows From Investing Activities
Acquisition advances (366,500) - (366,500)
Mineral property - - (3,500)
---------------------------------------------------
(366,500) - (370,000)
---------------------------------------------------
Cash Flows From Financing Activities
Share capital issued - - 65,000
Convertible debt 367,000 - 367,000
---------------------------------------------------
367,000 - 432,000
---------------------------------------------------
Increase (Decrease) In Cash (8,377) (44,883) 1,225
Cash, Beginning Of Period 9,602 60,170 -
---------------------------------------------------
Cash, End Of Period $ 1,225 $ 15,287 $ 1,225
==============================================================================================================
</TABLE>
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of October 31, 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. 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)
---------
$ -
=========
3. SHARE CAPITAL
On August 31, 2000, the Company issued 9,175,000 common shares at a
price of $0.04 per share on conversion of convertible debt totalling
$367,000. The convertible debt was secured by a debenture bearing
interest at 10% per annum, repayable August 1, 2000 or convertible
into common stock of the Company at a price which is 20% below the
weighted average trading price of the shares.
4. STOCK OPTIONS
During the quarter ended October 31, 2000, the Company granted
options to purchase 600,000 common shares of the Company at a price
of $0.20 per share up to September 1, 2001.
<PAGE>
EXPLORE TECHNOLOGIES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2000
(Unaudited)
(Stated in U.S. Dollars)
4. STOCK OPTIONS (Continued)
Had the Company accounted for its options granted, based on the fair value
of awards at grant date, in a manner consistent with the methodolgy of SFAS
123, the Company's net loss and loss per common share for the three months
ended October 31, 2000 would have increased by $28,368 and $Nil
respectively.
5. BUSINESS ACQUISITON
On October 5, 2000, the Company entered into an agreement to acquire 100%
of the issued and outstanding capital stock of UwantCash.com Inc.,
incorporated in British Columbia, Canada. Consideration for the acquisition
will be the issue of 5,000,000 common shares of the Company. The purchase
agreement is subject to shareholder and regulatory approvals.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations
The Company entered into an acquisition Agreement dated October 5, 2000 with
UWantcash.com, Inc. ("UWantcash.com Inc") a Vancouver corporation, for the
acquisition of 100% of the issued and outstanding common shares of Uwantcash.com
Inc. As consideration for the purchase, the company has agreed to issue 5
million common shares to UwantCash.com Inc. upon approval of the acquisition by
the shareholders of the Company at their Annual general meeting expected to take
place in January, 2001. The Company has undertaken to file a Regulation SB 2 to
enable these shares to become free trading.
The Uwantcash.com Inc. business model is based on licensing their proprietary
software package called the "Interactive Information Console" (i2c) to 3/rd/
party websites on a monthly fee basis and providing marketing services to
customers on a monthly fee basis.
The Company proposes to change its name to Explore Marketing Group Inc. Explore
Marketing Group Inc. will derive its revenues from the i2c, from search engine
placement and by directing traffic to client's websites.
The Company's goal is to achieve a client base of 200 websites within the next
12 months at a fee of $2000 per month per client. These are forward-looking
statements, particularly as related to the business plans of the company, within
the meaning of Section 27A of the Securities Act of 1993 and Sections 21E of the
Securities Exchange Act of 1934 and are subject to the safe harbor created by
these sections. Actual results may differ materially from the company's
expectations and estimates.
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.
Liquidity and Capital Resources.
The Company's cash position at October 31, 2000 was $1,225. At October 31, 2000,
the Company had a working capital deficit of $48,155. 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 closes on the acquisition of
UwantCash.com Inc. and UwantCash.com Inc. implements its marketing and licensing
model.
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. On September 8, 2000,
EuroCapital Holdings A.V.V. exercised the right to convert the debenture for
9,175,000 common shares.
<PAGE>
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 -- Acquisition Agreement
(b) Reports on Form 8-K -- Filed December 12, 2000
(c) Exhibit 27 -- Financial Data Schedule
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: December 12, 2000
By: /s/ Rod Jao
-----------
Rod Jao
President and Director
