UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For quarterly period ended March 31, 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
WHATSONLINE.COM, INC.
--------------------------
(exact name of registrant 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
Indicate by check mark whether the registrant: (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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ----
The number of shares of the Registrant's Common Stock, $0.00001 par value, as of
April 12, 2000: 24,632,404
1
<PAGE>
WHATSONLINE.COM, INC.
FORM 10-Q, QUARTER ENDED MARCH 31, 2000
INDEX
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements 3
Consolidated Balance Sheet at
March 31, 2000 and December 31, 1999 3
Consolidated Statement of Operations For The
Three Months Ended March 31, 2000 and 1999 4
Consolidated Statement of Stockholders' Equity
From Inception ( July 14, 1983 ) To March 31, 2000 5-8
Consolidated Statement of Cash Flows for the
three months ended March 31, 2000 and 1999 9
Notes to Consolidated Financial Statements 10
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operation 11
PART II OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 2 Changes in Securities 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-k 13
Signature Page 14
2
<PAGE>
PART 1
ITEM 1. Financial Information
WHATSONLINE.COM, INC.
(A Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEET
MARCH 31, 2000 AND DECEMBER 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 1,728,869 $ 878,113
Other Receivable - 50,000
Security Deposits 5,903 673
Prepaid Rent 10,819 -
Property and Equipment, Net (Note 2) 191,395 12,301
Other Assets
Goodwill 48,750 0
Organization Costs 649 649
Total Assets $ 1,986,385 $ 941,736
LIABILITIES AND STOCKHOLDERS' EQUIITY
Liabilities $ 32,364 $ 10,284
Stockholders' Equity
Preferred Stock: Authorized $0.0001 Par Value, 5,000,000 shares;
Issued and Outstanding, NONE 0 0
Common Stock: Authorized $0.00001 Par Value, 100,000,000 shares;
Issued and Outstanding, 24,632,404 and 23,070,404 246 230
Addition Paid In Capital 3,583,761 2,052,777
Loss Accumulated During the Development Stage (1,714,157)
Accumulated Other Comprehensive Income 84,170 (1,121,555)
Total Stockholders' Equity 1,954,019 931,452
Total Liabilities and Stockholder's Equity $ 1,986,385 $ 941,736
</TABLE>
3
The accompanying notes are an integral part of these financial statements
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2000 AND 1999
FROM INCEPTION (JULY 14, 1983) TO MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
FROM
INCEPTION
The Three The Three (JULY 14,
Months Months 1983) TO
Period Ended Period Ended March 31
March 31,2000 March 31,1999 2000
------------- ------------- ----
<S> <C> <C> <C>
Revenues $ - $ - $ 66,426
Operating Expenses
General and Administrative 200,385 304,880 1,911,106
Asset Write-Down (Note 1) - - 14,338
Total Operating Expenses 200,385 304,880 1,925,444
Operating Loss (200,385) (304,880) (1,859,018)
Other Income
Interest Income 23,847 11,285 144,862
Net Loss Available to Common Stockholders $ (176,538) $ (293,595) $ (1,714,156)
Loss Per Weighted Average Share of Common Stock $ (0.01) $ (0.01) $ (0.07)
Weighted Average Number of Common Shares Outstanding 24,632,404 23,070,404 24,632,404
</TABLE>
4
The accompanying notes are an integral part of these financial statements
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JULY 14, 1983)
THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>
Loss
Accumulated
Additional During the
Preferred Stock Common Stock Paid In Development
Shares Amount Shares Amounts Capital Stage Total
------ ------ ------ ------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock Issued For Cash
at $0.003 Per Share, August 26, 1983 0 $ 0 5,141,000 $ 5,141 $ 9,859 $ 0 $ 15,000
Net Loss From Inception (July 14,1983)
Through December 31, 1983 (2,888) (2,888)
Balance, December 31, 1983 0 0 5,141,000 5,141 9,859 (2,888) 12,112
Common Stock Issued-Public Offering
at $0.01 Per Share, October 1984 13,009,000 13,009 117,081 130,090
Cost of Offering (27,547) (27,547)
Net Loss, Year Ended December 31, 1984 (15,327) (15,327)
Balance, December 31, 1984 0 0 18,150,000 18,150 99,393 (18,215) 99,328
Capital Contribution, 1990 4,364 4,364
Net Loss, Year Ended December 31, 1985
Through 1990 (103,692) (103,692)
Balance, December 31, 1990 0 0 18,150,000 18,150 103,757 (121,907) 0
Capital Contribution, 1991 100 100
Net Loss,Year Ended December 31,1991 -100 -100
Balance, December 31, 1991 0 0 18,150,000 18,150 103,857 (122,007) 0
Net Loss, Year Ended December 31, 1992 -141 -141
Balance, December 31, 1992 0 0 18,150,000 18,150 103,857 (122,148) -141
</TABLE>
5
The accompanying notes are an integral part of these financial statements
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JULY 14, 1983)
THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>
Loss
Accumulated
Additional During the
Preferred Stock Common Stock Paid In Development
Shares Amount Shares Amounts Capital Stage Total
------ ------ ------ ------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Net Loss, Year Ended December 31,1993 -204 -204
Balance, December 31, 1993 0 0 18,150,000 18,150 103,857 (122,352) -345
Net Loss, Year Ended December 31,1994 (100) (100)
Balance, December 31, 1994 0 0 18,150,000 18,150 103,857 (122,452) (445)
Common Stock Issued To Satisfy Current
Liabilities at $0.001 Per share,
December 31, 1995 20,000,000 20,000 20,000
Net Loss, Year Ended December 31,1995 (22,215) (22,215)
Balance, December 31, 1995 0 0 38,150,000 38,150 103,857 (144,667) (2,660)
500:1 Reverse Stock Split,April 15, 1996 (38,073,798) (38,074) 38,074 0
Common Stock Issued In Exchange For
Services at $0.005 Per Share, April 16,
1996 4,000,000 4,000 (2,000) 2,000
Common Stock Issued For Cash at $0.05
Per Share, May 9, 1996 4,000,000 4,000 196,000 200,000
Net Loss, Year Ended December 31, 1996 (195,628) (195,628)
Balance, December 31, 1996 0 0 8,076,202 8,076 335,931 (340,295) 3,712
Common Stock Issued For Cash and
Services at $0.15 Per Share, June 30,
1997 2,000,000 2,000 298,000 300,000
Adjustment For Change in Par Value
From $0.001 to $0.00001 (9,975) 9,975 0
</TABLE>
6
The accompanying notes are an integral part of these financial statements
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JULY 14, 1983)
THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>
Loss
Accumulated
Additional During the
Preferred Stock Common Stock Paid In Development
Shares Amount Shares Amounts Capital Stage Total
------ ------ ------ ------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock Issued For Cash at $0.50
Per Share, October 24, 1997 1,000,000 10 499,990 500,000
Common Stock Issued For Cash at $0.20
Per Share, December 19, 1997 450,000 4 899,996 900,000
Net Loss, Year Ended December 31,1997 (255,787) (255,787)
Balance, December 31, 1997 0 0 11,526,202 115 2,043,892 (596,082) 1,447,925
Net Loss, Year Ended December 31, 1998 (231,878) (231,878)
Balance, December 31, 1998 0 0 11,526,202 115 2,043,892 (827,960) 1,216,047
Forward Split 2:1, January, 1999 0 0 11,526,202 115 -115 0
Stock Options Exercised at $1.00 Per
Share, February, 1999 0 0 6,000 0 6,000 6,000
Stock Options Exercised at $1.00 Per
Share, March, 1999 0 0 3,000 0 3,000 3,000
Post Split 2:1, March 1999 0 0 9,000 0 (0) 0
Stock Options Exercised at $1.00 Per
Share, April 16, 1999 62,000 31,000 31,000
Common Stock Issued For Cash at Par
Per share, December 23, 1999 1,500,000 15 1,499,985 1,500,000
</TABLE>
7
The accompanying notes are an integral part of these financial statements
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JULY 14, 1983)
THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>
Loss
Accumulated Accumulated
Additional During the Other
Preferred Stock Common Stock Paid In Development Comprehensive
Shares Amount Shares Amounts Capital Stage Income Total
------ ------ ------ ------- ------- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Loss, Year Ended December 31,1999 (709,659) (709,659)
Other Comprehensive Income:Translation
Adjustments 84,170 84,170
Balance, December 31, 1999 0 0 24,632,404 246 3,583,762 (1,537,619) 84,170 2,130,558
Net Loss for the period ended
March 31, 2000 (176,538) (176,538)
Balance, March 31, 2000 0 0 24,632,404 246 3,583,762 (1,714,157) 84,170 1,954,020
</TABLE>
8
The accompanying notes are an integral part of these financial statements
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
AND FROM INCEPTION (JULY 14, 1983) TO MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months From Inception
Ended Ended To March,31
March 31, 2000 March 31, 1999 2000
-------------- -------------- ----
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net Loss $ (176,538) $ (293,595) $ (1,714,156)
Adjustments to Reconcile Net Loss to Net Cash
Changes in Assets and Liabilities
Investment in Subsidiary 11,274
Depreciation 4,341 0 22,953
(Increase) Decrease in Other Receivable - (50,000) (50,000)
(Increase) Decrease in Security Deposit (5,230) (673) (5,903)
(Increase) Decrease in Prepaid Rent (10,819) - (10,819)
Increase (Decrease) in Accrued Liabilities 11,638 (7,531) 32,364
(Increase) Decrease in Organization Costs 0 - (649)
Common Stock Issued for Services 0 257,000
Common Stock Issued to Satisfy Current Liabilities 0 20,000
Foreign Currency Translation Adjustments - 84,170
Asset Write-Down 14,338
Total Adjustments (71) (58,203) 374,728
Net Cash Used In Operating Activities (176,609) (351,798) (1,339,428)
Cash Flows From Investing Activities
Purchase of Property and Equipment - (4,365) (213,097)
Purchase of Domain Name (50,000) (50,000)
Investment, Cash Paid For Acquisition - - (29,000)
Net Cash Flows Used In Investing Activities - (4,365) (292,097)
Cash Flows From Financing Activities
Proceed From the Issurance of Common Stock 0 0 3,330,090
Cost of Public Offering 0 0 (27,547)
Cash Acquired in Connection with Acquision of Subsidiary 0 0 17,851
Proceeds From Stock Options Exercised - 9,000 40,000
Net Cash Provided By Financing Activities - 9,000 3,360,394
Increase (Decrease) in Cash and Cash Equivalents (176,609) (347,163) 1,728,869
Cash and Cash Equivalents at Beginning of Period 1,905,478 1,225,276 0
Cash and Cash Equivalents at End of Period $ 1,728,869 $ 878,113 $ 1,728,869
</TABLE>
9
The accompanying notes are an integral part of these financial statements
<PAGE>
WHATSONLINE.COM, INC.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
March 31, 2000 and 1999
1. PRESENTATION OF INTERIM INFORMATION
The accompanying unaudited interim financial statements have been prepared
in accordance with Form 10QSB and in the opinion of management of
WHATSONLINE.COM, INC. (The Company), include all normal adjustments
considered necessary to present fairly the financial position as of March
31, 2000, and the results of operations for the three months ended March
31, 2000 and 1999. 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 audited
financial statements and notes for the year ended December 31, 1999
Certain information and footnote disclosures 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 unaudited interim financial statements be read in
conjunction with the financial statements and notes thereto incorporated by
reference in the Company's 1999, 1998, 1997 audited financial statements.
2. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
<S> <C>
Property and Equipment consists of the following at March 31, 2000:
Computer Equipment $202,652
Furniture and Fixtures 10,445
Total $213,097
Less Accumulated Depreciation 21,702
Net Book Value 191,395
</TABLE>
Depreciation expense charged to operations during 2000 was $ 4,340.50
10
<PAGE>
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. 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
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.
We provide a 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 businesses 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 months ended
March 31, 2000 and zero revenues for the same period in 1999. To date, the
Company has not relied on revenues for funding. For the next twelve months, the
Company expects to generate minimal, if any, revenues due to the early stage of
its operations.
11
<PAGE>
General and Administrative Expenses. During the three months ended March 31,
2000, the Company incurred $200,385 in general and administrative expenses, a
decrease of 34.3% from first quarter 1999 expenses of $304,880. This decrease in
the first quarter is primarily due to a reduction in additional salary and
operating expenses.
Interest Income. Interest income was $23,847 and $11,285 for the quarters ended
March 31, 2000 and 1999, respectively. Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.
Provision for Income Taxes. As of March 31, 2000, the Company's accumulated
deficit was $736,215, and as a result, there has been no provision for income
taxes to date.
Net Loss. For the three months ended March 31, 2000, the Company recorded a net
loss of $176,538 or $0.01 per share, compared to a net loss of $293,595 or $0.01
per share, for the same period in 1999. The Company has an accumulated net loss
of $1,714,156 since inception.
Liquidity and Capital Resources
- -------------------------------
As at March 31, 2000, the Company had a cash balance of $1,728,869, compared to
$878,113 as at December 31, 1999. This increase was due to private placement of
shares.
As at March 31, 2000, the Company had $191,395 in property and equipment, versus
$12,301 as at December 31, 1999. As at March 31, 2000, the Company had $32,364
in accounts payable, an increase of $22,080, or 215%, over the amount of $10,284
as December 31, 1999.
Net cash used in operating activities was $176,609 for the three month period
ending March 31, 2000, compared to net cash used of $351,798 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 three month period
ending March 31, 2000, compared to $9,000 for the same period in 1999. The
Company has financed its operations primarily through cash on hand during the
three month period ending March 31, 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.
12
<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
On January 5, 2000, the Company filed an 8-K reporting that the Company had sold
securities in reliance on an exemption from registration under Regulation D Rule
505 of the 1933 Securities Act. The offering consists of Units of investment of
1,500,000 shares of Common Stock, with a par value of $.00001, along with
3,000,000 share purchase warrants entitling the holder to purchase 3,000,000
shares of Common Stock at $1.00 per share until November 23, 2004. The offering
price was $1.00USD per Unit and the Company received $1,500,000.
In its 8-K filing on January 5, 2000, the Company also reported that, effective
December 16, 1999, Ms. Jasbinder Chohan resigned as a Director and
Secretary/Treasurer of the Company. Replacing Ms. Chohan in the capacity of
Director and Secretary/Treasurer is Mr. Gursh Kundan. Mr. Kundan originally
joined WhatsOnline.com on April 28, 1999 as Vice President of Corporate
Development.
From 1996 to 1998, Mr. Kundan was a senior vice president of Virtual Office
Technologies, Inc. where he was responsible for developing the technology for,
and managing a service bureau operation which administered financial service
assets for financial planning firms. Between 1991 and 1993, Mr. Kundan was
self-employed as an information technology consultant. Between 1993 and 1994, he
worked for Financial Concept Group Inc. as a marketing analyst. Between 1994 and
1995, he worked for North American Trust Inc. as manager of operations. Between
1995 and 1996, he worked for Laurentian Bank as a senior manager of dealer
services. Mr. Kundan obtained a Bachelor of Business Administration Degree from
Simon Fraser University in Business Administration.
13
<PAGE>
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.
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: May 8, 2000
14
