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 June 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)
Issuer'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 June 30, 2000, there were
24,632,404 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 JUNE 30, 2000
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
<TABLE>
<S> <C>
Consolidated Balance Sheet as of June 30, 2000................................................ 3
Consolidated Statement of Operations for the Quarter Ended June 30, 2000 and 1999
and from inception (July 14, 1983) to June 30, 2000........................................... 4
Consolidated Statement of Cash Flows for the Quarter Ended June 30, 2000
and from inception (July 14, 1983) to June 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.................................... 9
Item 5 Other Information...................................................................... 9
Item 6 Exhibits and Reports on Form 8-K....................................................... 9
Signatures............................................................................. 10
</TABLE>
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ITEM 1 Financial Statements
ENTHEOS TECHNOLOGIES, INC. (FORMERLY WHATSONLINE.COM, INC.)
(A Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEET
JUNE 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
ASSETS 2000 1999
----------- -----------
<S> <C> <C>
Current Assets
Cash $ 1,554,895 $ 1,905,478
Accounts Receivable 0 0
Prepaid Expenses 10,819 0
Security Deposits 5,903 673
----------- -----------
Total Current Assets $ 1,571,617 $ 1,906,151
Property and Equipment, Net (Note 4) 204,889 195,735
Other Assets
Goodwill 48,750 48,750
Organization Costs 649 649
----------- -----------
Total Assets $ 1,825,905 $ 2,151,285
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 30,398 $ 20,726
----------- -----------
Stockholders' Equity
Preferred Stock: $0.0001 Par Value; Authorized Shares,
5,000,000 shares; Issued and Outstanding, None None None
Common Stock: $0.00001 Par Value; Authorized Shares,
100,000,000; Issued and Outstanding, 49,264,808
49,264,808, at June 30, 2000 and December 31,1999,
respectively 493 493
Additional Paid In Capital 3,583,514 3,583,514
Loss Accumulated During the Development Stage (1,872,670) (1,537,619)
Accumulated Other Comprehensive Income 84,170 84,170
----------- -----------
Total Stockholders' Equity 1,795,507 2,130,559
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,825,905 $ 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 SIX MONTH PERIOD ENDED JUNE 30, 2000 AND 1999
AND FROM INCEPTION (JULY 14, 1983) to JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
From inception
For The Three For The Three For The Six For The Six (July 14, 1983)
Months Ended Months Ended Months Ended Months Ended to June 30,
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0 66,426
Expenses
General and Administrative 180,773 132,461 381,158 437,341 2,091,879
Asset Write Down 14,338
Total Operating Expenses 180,773 132,461 381,158 437,341 2,106,217
------------ ------------ ------------ ------------ ------------
Operating Loss (180,773) (132,461) (381,158) (437,341) (2,106,217)
Other Income
Interest Income 22,259 9,684 46,106 20,969 167,121
------------ ------------ ------------ ------------ ------------
Net Loss Available to Common
Stockholders $ (158,514) $ (122,777) $ (335,052) $ (416,372) (1,872,670)
============ ============ ============ ============ ============
Basic Loss Per Common Share $ (0.003) $ (0.003) $ (0.007) $ (0.009) $ (0.04)
============ ============ ============ ============ ============
Basic Weighted Average Common
Shares Outstanding 49,264,808 46,172,142 49,264,808 46,172,142 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 SIX MONTH PERIOD ENDED JUNE 30, 2000 AND 1999
AND FROM INCEPTION (JULY 14, 1983) to JUNE 30, 2000
<TABLE>
<CAPTION>
From Inception
Six Months Six Months (January 13,
Ended June 30, Ended June 30, 1983) to June 30,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (335,051) $ (416,372) $(1,872,669)
Adjustments to Reconcile Net Loss to Net Cash
Used By Operating Activities
Investment in Subsidiary 11,274
Depreciation 8,682 26,044
Changes in Assets and Liabilities
(Increase) Decrease in Other Receivable (50,000)
(Increase) Decrease in Prepaid Rent (10,819) (10,819)
(Increase) Decrease in Security Deposits (5,230) (673) (5,903)
(Increase) Decrease in Organization Costs (649)
Increase (Decrease) in Accounts Payable 9,672 (12,373) 31,648
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
----------- ----------- -----------
Total Adjustments 2,304 (13,046) 377,103
----------- ----------- -----------
Net Cash Used By Operating Activities (332,747) (429,418) (1,495,566)
Cash Flows From Investing Activities
Purchase of Property and Equipment (17,836) (20,813) (230,933)
Purchase of Domain Name (50,000) (50,000)
Investment, Cash Paid For Acquisition (29,000)
----------- ----------- -----------
Net Cash Flows From Investing Activities (17,836) (70,813) (309,933)
Cash Flows From Financing Activities
Proceed From Sales of Common Stock 3,330,090
Cost of Public Offering (27,547)
Cash Acquired in Connection with Acquisition of
Subsidiary 17,851
Proceeds From Stock Options Exercised 40,000 40,000
----------- ----------- -----------
Net Cash Provided By Financing Activities 40,000 3,360,394
----------- ----------- -----------
Increase (Decrease) in Cash and Cash Equivalents (350,583) (460,231) 1,554,895
Cash and Cash Equivalents, Beginning of Year 1,905,478 1,225,276 0
----------- ----------- -----------
Cash and Cash Equivalents, End of Year $ 1,554,895 $ 765,045 $ 1,554,895
=========== =========== ===========
Supplemental Information
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 JUNE 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.
In the opinion of management, contains all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
as of June 30, 2000, the results of operations for the three and six month
periods ended June 30, 2000, and the statement of cash flows for the three and
six months ended June 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-SB.
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-SB.
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.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and Equipment consists of the following at June 30, 2000:
Computer Equipment $215,985
Furniture and Fixtures 11,614
Leaseholder Improvement 3,333
--------
Total $230,933
Less Accumulated Depreciation 26,044
--------
Net Book Value $204,889
========
Depreciation expense charged to operations during 2000 was $8,682.
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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 too 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 the Company's 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.
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.
Results of Operations
Revenues. The Company has generated zero revenues for the three and six months
ended June 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.
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General and Administrative Expenses. During the three and six month periods
ended June 30, 2000, the Company incurred $180,773 and $381,158 in general and
administrative expenses, respectively, an increase of 36.5% and decrease of
12.8% when compared with the corresponding periods in 1999. These changes in
general and administrative expenses reflect the ongoing development Company web
properties.
Interest Income. Interest income was $22,259 and $46,106 for the three and six
month periods ended June 30, 2000, respectively, versus $9,684 and $20,969 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 June 30, 2000, the Company's accumulated
deficit was $1,872,670, and as a result, there has been no provision for income
taxes to date.
Net Loss. For the three and six months ended June 30, 2000, the Company recorded
a net loss of $158,514, or $0.003 per share, and a loss $335,052, or $0.007 per
share, respectively, compared to a net loss of $122,777 or $0.003 per share, and
a net loss of $416,372, or $0.009 per share, for the same periods in 1999.
Liquidity and Capital Resources
As at June 30, 2000, the Company had a cash balance of $1,554,895, compared to
$1,905,478 as at December 31, 1999.
As at June 30, 2000, the Company had $204,889 in property and equipment, versus
$195,735 as at December 31, 1999. As at June 30, 2000, the Company had $30,398
in accounts payable, an increase of $9,672, or 46.7%, over the amount of $20,726
as December 31, 1999.
Net cash used by operating activities was $332,747 for the six month period
ending June 30, 2000, compared to net cash used of $429,418 for the same period
in 1999. This decrease in the net cash used in operating activities was due
mainly to reduced salaries and operating expenses.
Net cash provided by financing activities was $0 for the six month period ending
June 30, 2000, compared to $40,000 for the same period in 1999. The Company has
financed its operations primarily through cash on hand during the six month
period ending June 30, 2000.
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.
8
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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
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.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Financial Data Schedule
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the three month period ended June 30,
2000.
9
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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: August 10, 2000
10
