UNITED STATES
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 quarterly period ended September 30, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _______
Commission file number: 000-30156
ENTHEOS TECHNOLOGIES, INC. (FORMERLY WHATSONLINE.COM, INC.)
(exact name of small business issuer as specified in its charter)
NEVADA 98-0170247
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 311 - 15 Wertheim, Richmond, Ontario L4B 3H7
(Address of principal executive offices)
Registrant's telephone number, including area code: (905) 709-8240
Check whether the issuer: (1) has filed all reports required 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. Yes [X]
No [_]
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: as of November 3, 2000, there were
49,264,808 shares of the Issuer's Common Stock, $0.00001 par value per share
outstanding.
Transitional Small Business Disclosure Format (Check One): Yes [_] No [x]
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ENTHEOS TECHNOLOGIES, INC. (FORMERLY WHATSONLINE.COM, INC.)
FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2000
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheet as of September 30, 2000........................... 3
Consolidated Statement of Operations for the Quarter Ended September 30, 2000
and 1999...................................................................... 4
Consolidated Statement of Cash Flows for the Quarter Ended September 30, 2000
and from inception (July 14, 1983) to September 30, 2000...................... 5
Notes to Interim Consolidated Financial Statements............................ 6
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
Item 2 Management's Discussion and Analysis.................................. 7
PART II OTHER INFORMATION
Item 1 Legal Proceedings...................................................... 9
Item 2 Changes in Securities.................................................. 9
Item 3 Defaults Upon Senior Securities........................................ 9
Item 4 Submission of Matters to a Vote of Security Holders....................10
Item 5 Other Information......................................................10
Item 6 Exhibits and Reports on Form 8-K.......................................10
Signatures.............................................................11
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ITEM 1 Financial Statements
ENTHEOS TECHNOLOGIES, INC. (FORMERLY WHATSONLINE.COM, INC.)
(A Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
ASSETS 2000 1999
----------- -----------
<S> <C> <C>
Current Assets
Cash $ 1,157,452 $ 1,905,478
Other Receivable 135 0
Prepaid Expenses 10,819 0
Security Deposits 5,569 673
----------- -----------
Total Current Assets $ 1,173,975 $ 1,906,151
Property and Equipment, Net (Note 4) 493,357 195,735
Other Assets
Goodwill 48,750 48,750
Organization Costs 649 649
----------- -----------
Total Other Assets 49,399 49,399
----------- -----------
Total Assets $ 1,716,731 $ 2,151,285
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 26,678 $ 20,726
----------- -----------
Stockholders' Equity
Preferred Stock: $0.0001 Par Value; Authorized Shares,
5,000,000 shares; Issued and None None
Outstanding, None
Common Stock: $0.00001 Par Value; Authorized Shares,
100,000,000; Issued and Outstanding, 49,264,808, at September 30, 2000
and December 31, 1999
492 492
Additional Paid In Capital 3,583,515 3,583,515
Loss Accumulated During the Development Stage (1,978,124) (1,537,618)
Accumulated Other Comprehensive Income 84,170 84,170
----------- -----------
Total Stockholders' Equity 1,690,053 2,130,559
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,716,731 $ 2,151,285
=========== ===========
</TABLE>
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ENTHEOS TECHNOLOGIES INC. (FORMELY WHATSONLINE.COM, INC.)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
From
Inception
For The Three For The Three For The Nine For The Nine (July 14,
Months Ended Months Ended Months Ended Months Ended 1983) to
September 30, September 30, September 30, September 30, September 30,
2000 1999 2000 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0 $ 66,426
Expenses
General and Administrative 137,228 199,850 518,386 637,191 2,229,106
Asset Write-Down 14,338
------------ ------------ ------------ ------------ ------------
Total Expenses $ 137,228 $ 199,850 $ 518,386 $ 637,191 $ 2,243,444
Operating Loss (137,228) (199,850) (518,386) (637,191) (2,177,018)
Other Income
Interest Income 31,774 8,720 77,880 29,689 198,894
------------ ------------ ------------ ------------ ------------
Net Loss Available to Common Stockholders $ (105,454) $ (191,130) $ (440,506) $ (607,502) (1,978,124)
============ ============ ============ ============ ============
Basic Loss Per Common Share $ (0.002) $ (0.004) $ ( 0.009) $ (0.01) $ (0.040)
============ ============ ============ ============ ============
Basic Weighted Average Common Shares
Outstanding 49,264,808 46,264,808 49,264,808 46,264,808 49,264,808
============ ============ ============ ============ ============
</TABLE>
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ENTHEOS TECHNOLOGIES, INC. (FOMERLY WHATSONLINE.COM, INC.)
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000 AND 1999
AND FROM INCEPTION (JULY 14, 1983) TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
From Inception
Nine Nine (JULY 14,
Months Ended Months Ended 1983) to
September September September
30, 2000 30, 1999 30, 2000
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (440,506) $ (607,502) $(1,978,124)
Adjustments to Reconcile Net Loss to Net Cash Used
By Operating Activities
Depreciation and Amortization 13,023 31,635
Common Stock Issued For Services 257,000
Common Stock Issued to Satisfy Current Liabilities 20,000
Foreign Currency Translation Adjustments 84,170
Asset Write-Down 14,338
Changes in Assets and Liabilities
(Increase) Decrease in Other Receivable (135) (50,000) (135)
(Increase) Decrease in Prepaid Rent (10,819) (10,819)
(Increase) Decrease in Security Deposits (4,896) (673) (5,569)
(Increase) Decrease in Organization Costs (649)
Increase (Decrease) in Accounts Payable 5,952 (8,409) 26,678
----------- ----------- -----------
Total Adjustments 3,125 (59,082) 416,649
----------- ----------- -----------
Net Cash Used By Operating Activities (437,381) (666,584) (1,561,475)
Cash Flows From Investing Activities
Purchase of Property and Equipment (27,645) (25,528) (229,468)
Investment in Subsidiary (283,000) (283,000)
Purchase of Domain Name (50,000)
Investment, Cash Paid For Acquisition (29,000)
----------- ----------- -----------
Net Cash Flows From Investing Activities (310,645) (25,528) (591,468)
Cash Flows From Financing Activities
Proceeds From Sale of Common Stock 40,000 3,330,090
Cost of Public Offering (27,547)
Cash Acquired in Connection with Acquisition of Subsidiary 3,388
Capital Contributions 4,464
----------- ----------- -----------
Net Cash Provided By Financing Activities 40,000 3,310,395
----------- ----------- -----------
Increase (Decrease) in Cash and Cash Equivalents (748,026) (652,112) 1,157,452
Cash and Cash Equivalents, Beginning of Year 1,905,478 1,225,276 0
----------- ----------- -----------
Cash and Cash Equivalents, End of Year $ 1,157,452 $ 573,164 $ 1,157,452
=========== =========== ===========
Supplemental Information
<CAPTION>
From Inception
Nine Nine (JULY 14,
Months Ended Months Ended 1983) to
September September September
30, 2000 30, 1999 30, 2000
----------- ----------- -----------
<S> <C> <C> <C>
Cash Paid For:
Interest $ 0 $ 0 $ 0
=========== =========== ===========
Income Taxes $ 0 $ 0 $ 0
=========== =========== ===========
Noncash Investing and Financing Activities:
Common Stock Issued For Services $ 0 $ 0 $ 257,000
=========== =========== ===========
Common Stock Issued to Satisfy Current Liabilities $ 0 $ 0 $ 20,000
=========== =========== ===========
</TABLE>
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ENTHEOS TECHNOLOGIES, INC. (FORMERLY WHATSONLINE.COM, INC.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1 - PRESENTATION OF INFORMATION FURNISHED
The accompanying unaudited interim financial statements have been prepared in
accordance with the instructions for Form 10QSB and, Item 310 of Regulation S-B,
and in the opinion of management, contains all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
as of September 30, 2000, the results of operations for the three and nine month
periods ended September 30, 2000, and the statement of cash flows for the nine
months ended September 30, 2000. These results have been determined on the basis
of generally accepted accounting principles and practices and applied
consistently with those used in the preparation of the Company's 1999 Annual
Report on 10-KSB.
Certain information and footnote disclosure normally included in the financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that the accompanying financial
statements be read in conjunction with the accompanying financial statements and
notes thereto incorporated by reference in the Company's 1999 Annual Report on
Form 10-KSB.
At the Annual Meeting of Shareholders held on June 30, 2000, the shareholders of
the Company approved a proposal to permit the Company's Board of Directors, in
its discretion, to change the Company's name to the new name of Entheos
Technologies, Inc. Also, the shareholders approved a forward two to one stock
split of the Company's authorized, and issued and outstanding shares of common
stock. The effective date for the two to one forward stock split was for
shareholders of record on the close of business on July 21, 2000. The
distribution date was July 31, 2000.
On September 13, 2000, Entheos Technologies Inc. entered into an agreement with
EquityAlert.com, Inc. to purchase 100 % of the voting common shares of
EquityAlert.com's wholly owned subsidiary, Email Solutions, Inc., a Nevada
Corporation, for $283,000. Email Solutions, Inc.'s assets consist primarily of
software and computer hardware equipment used in the emailing of the
EquityAlert.com's public company and mutual fund news alerts. Subsequent to the
purchase of Email Solutions, Inc., Entheos Technologies will provide emailing
services for EquityAlert.com. Mr. Harmel S. Rayat, a Director and majority
shareholder of Entheos Technologies, Inc. is also a Director and majority
shareholder of EquityAlert.com, Inc. The acquisition was accounted for under the
purchase method of accounting.
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NOTE 2 - PROPERTY AND EQUIPMENT
Property and Equipment stated at cost consists of the following at Sep 30,
2000:
Computer Equipment $508,794
Furniture and Fixtures 11,614
Leaseholder Improvement 3,333
--------
Total $523,741
Less Accumulated Depreciation 30,384
--------
Net Book Value $493,357
========
Depreciation expense charged to operations during 2000 was $13,023.
ITEM 2. Management's discussion and analysis of financial condition and results
of operations
When used in this discussion, the words "believes," "anticipates," "expects,"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Actual results, performance or achievements
could differ materially from those anticipated in such forward looking
statements as a result of numerous factors, including but not limited to the
Company's ability to continually expand its subscriber base and opt-in email
lists, market its services to potential advertisers, the regulatory environment
in which the Company operates, future acceptance of its services and other
factors described in the company's filings with the Securities and Exchange
Commission. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company which attempt to advise interested parties of the factors which affect
the Company's business, in this report, as well as the Company's periodic
reports on Forms 10-KSB, 10QSB and 8-K filed with the Securities and Exchange
Commission.
Overview
Callapro.com and Whatsonline.com are wholly owned online assets of Entheos
Technologies, Inc. (formerly WhatsOnline.com, Inc.) Callapro.com
(www.callapro.com), is an online marketplace providing expert advice and
services to homeowners through a network of qualified home improvement
professionals, a comprehensive resource center, with links to over 10,000 third
party home-related web sites, informative feature articles, and a broad suite of
valuable proprietary tools.
Using our free quote service and comprehensive resource center, homeowners
visiting Callapro.com are able to intelligently find, select and work with home
improvement professionals. Professionals, who are members of Callapro.com's
professional network, are able to grow their business by responding to a
homeowner's request for a quote.
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Whatsonline.com was developed as an aggregator and presentation portal for
targeted Internet streaming media content. Visitors to www.whatsonline.com are
able to access audio and video streamed news, entertainment, sports, fashion,
finance, medicine, technology, politics, religion and education online, along
with an array of additional offerings from leading content providers, worldwide.
On September 13, 2000, Entheos Technologies Inc. entered into an agreement with
EquityAlert.com, Inc. to purchase 100% of the voting common shares of
EquityAlert.com's wholly owned subsidiary, Email Solutions, Inc., a Nevada
Corporation. Entheos Technologies plans to develop Email Solutions into a
reliable, scalable, high volume outsourced e-mail service.
As businesses rely more on email services to communicate with and market to
existing and potential customers, the costs and resources required to implement
email communication systems in-house may lead many companies to seek an
outsourced solution to their email services needs. By outsourcing their email
service functions clients eliminate the need to lease, buy and continually
upgrade bandwidth, hardware and software, and recruit and retain systems
engineers and skilled personnel to run and monitor their email service systems
and campaigns.
Results of Operations
Revenues. The Company has generated zero revenues for the three and nine months
ended September 30, 2000, and for the same period in 1999. To date, the Company
has not relied on revenues for funding. For the next twelve to twenty four
months, the Company expects to generate minimal, if any, revenues due to the
early stage of its operations.
General and Administrative Expenses. During the three and nine month periods
ended September 30, 2000, the Company incurred $137,228 and $518,386 in general
and administrative expenses, respectively, a decrease of 31.3% and 18.6% when
compared with the corresponding periods in 1999. These changes in general and
administrative expenses reflect a reduction in the ongoing costs of developing
the Company's web properties.
Interest Income. Interest income was $31,774 and $77,880 for the three and nine
month periods ended September 30, 2000, respectively, versus $8,720 and $29,689
for the corresponding period in 1999. Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.
Provision for Income Taxes. As of September 30, 2000, the Company's accumulated
deficit was $1,978,124, and as a result, there has been no provision for income
taxes to date.
Net Loss. For the three and nine months ended September 30, 2000, the Company
recorded a net loss of $105,454, or $0.002 per share, and a loss $440,506, or
$0.009 per share, respectively, compared to a net loss of $191,130 or $0.004 per
share, and a net loss of $607,502, or $0.01 per share, for the same periods in
1999.
8
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Liquidity and Capital Resources
As at September 30, 2000, the Company had a cash balance of $1,157,452, compared
to $1,905,478 as at December 31, 1999. The Company has financed its operations
primarily through cash on hand during the nine month period ending September 30,
2000.
Net cash used by operating activities was $437,381 for the nine month period
ending September 30, 2000, compared to net cash used of $666,584 for the same
period in 1999. Net cash used in investing activities primarily represents an
investment to acquire Email Solutions Inc., for $283,000. The Company plans to
develop Email Solutions into a high volume email service. The Company will use
its cash in bank to finance this operation. Currently, the Company does not
anticipate a need for additional financing to support this project.
Net cash provided by financing activities was $0 for the nine month period
ending September 30, 2000, compared to $40,000 for the same period in 1999.
The Company's future funding requirements will depend on numerous factors. These
factors include the Company's ability to operate its business profitably in the
future, recruit and train qualified management, technical and sales personnel,
and the Company's ability to compete against other, better capitalized
corporations who offer similar web based services.
The Company may raise additional funds through private or public equity
investment in order to expand the range and scope of its business operations.
The Company may seek access to the private or public equity but there is no
assurance that such additional funds will be available for the Company to
finance its operations on acceptable terms, if at all.
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
9
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Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Financial Data Schedule
(b) Reports on Form 8-K
On September 28, 2000, the Company filed a Form 8-K reporting that, on September
15, 2000, it had entered into an agreement with EquityAlert.com, Inc. pursuant
to which it purchased 100% of the voting common shares of EquityAlert.com's
wholly owned subsidiary, Email Solutions, Inc., a Nevada Corporation, for
$283,000. Email Solutions, Inc.'s assets consist primarily of software and
computer hardware equipment used in the emailing of the EquityAlert.com's public
company and mutual fund news alerts. Entheos Technologies will provide emailing
services for EquityAlert.com.
Mr. Harmel S. Rayat, a Director and majority shareholder of Entheos
Technologies, Inc. is also a Director and majority shareholder of
EquityAlert.com, Inc.
10
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Signature Page
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ENTHEOS TECHNOLOGIES, INC
(FORMERLY WHATSONLINE.COM, INC.)
/s/ Kesar S. Dhaliwal
----------------------------------
Kesar S. Dhaliwal
CEO and President
/s/ Harmel S. Rayat
----------------------------------
Harmel S. Rayat
Director and Chairman
/s/ Gursh Kundan
----------------------------------
Gursh Kundan
Director, Secretary & Treasurer
Dated: November 6, 2000
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