FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
--------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________________ to _________________
Commission file number: 000-27407_____________________________
JAWS Technologies, Inc.
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(Exact name of registrant as specified in charter)
Nevada 98-167013
- -------------------------------------------- --------------------
(State of Other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1013-17th Avenue, S.W., Calgary, Alberta, Canada T2T OA7
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(Address of principal executive offices)
(Zip Code)
(403) 508-5055
-----------------------------------------
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
The number of shares of the Registrant's common stock par value $0.001 per
share (the "Common Stock"), outstanding as of May 5, 2000 was 25,747,897
shares.
Transitional Small Business Disclosure Format (check one):
Yes No x
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<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
JAWS Technologies, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(all amounts are expressed in U.S. dollars)
As at
March 31, 2000 December 31, 1999
$ $
(unaudited)
- --------------------------------------------------------------------------------------------------
ASSETS
Current
<S> <C> <C>
Cash and cash equivalents 8,925,293 8,430,701
Term deposits 437,970 431,729
Accounts receivable 812,604 338,825
Due from related parties 76,486 1,777
Prepaid expenses and deposits 222,361 75,144
- --------------------------------------------------------------------------------------------------
10,474,714 9,278,176
Equipment and leasehold improvements, net 1,249,083 699,235
Intangible assets 15,482,426 2,629,000
Investment 20,000 --
- --------------------------------------------------------------------------------------------------
27,226,223 12,606,411
- --------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Bank indebtedness 461,687 --
Accounts payable and accrued liabilities 1,344,566 1,177,278
Current portion of capital lease obligations payable 53,992 25,235
Due to related parties 174,144 172,093
Due to stockholders 235,743 2,066
- --------------------------------------------------------------------------------------------------
2,270,132 1,376,672
- --------------------------------------------------------------------------------------------------
Capital lease obligations payable 139,000 68,227
- --------------------------------------------------------------------------------------------------
139,000 68,227
- --------------------------------------------------------------------------------------------------
Stockholders' equity
Authorized
95,000,000 common shares at $0.001 par value
5,000,000 preferred shares at $0.001 par value
Outstanding
32,041,427 common shares issued and fully paid
Common stock issued and paid-up 32,041 25,040
Additional paid in capital 39,538,934 21,699,106
Cumulative translation adjustment (352,916) (181,717)
Deficit (14,400,968) (10,380,917)
- --------------------------------------------------------------------------------------------------
24,817,091 11,161,512
- --------------------------------------------------------------------------------------------------
27,226,223 12,606,411
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The accompanying notes are an integral part of these financial statements
</TABLE>
On behalf of the Board:
Director Director
2
<PAGE>
<TABLE>
<CAPTION>
JAWS Technologies, Inc.
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
AND COMPREHENSIVE LOSS
(all amounts are expressed in U.S. dollars)
3 month period ended
-------------------------------------
March 31, 2000 March 31, 1999
$ $
(unaudited) (unaudited)
- --------------------------------------------------------------------------------------------------
REVENUE
<S> <C> <C>
Consulting and product revenue 546,685 3,009
Interest income 105,297 38
- --------------------------------------------------------------------------------------------------
651,982 3,047
- --------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Advertising and promotion 475,166 149,248
General and administration 3,295,802 586,520
- --------------------------------------------------------------------------------------------------
Loss before interest, foreign exchange
(gain)/loss, depreciation and amortization (3,118,986) (732,721)
Interest expense and amortization of deferred financing
fees and debt discount 13,365 447,885
Foreign exchange (gain) loss (175,565) 9,929
Depreciation 61,825 11,450
Amortization 1,001,440 --
- --------------------------------------------------------------------------------------------------
Net loss for the period (4,020,051) (1,201,985)
Other comprehensive loss
Foreign currency translation adjustment (171,199) (12,080)
- --------------------------------------------------------------------------------------------------
Comprehensive loss (4,191,250) (1,214,065)
- --------------------------------------------------------------------------------------------------
Deficit, beginning of period (10,380,917) (3,213,141)
Net loss for the period (4,020,051) (1,201,985)
- --------------------------------------------------------------------------------------------------
Deficit, end of period (14,400,968) (4,415,126)
- --------------------------------------------------------------------------------------------------
Net loss per common share (0.14) (0.11)
Weighted average number of common shares outstanding 28,774,888 10,670,321
- --------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
JAWS Technologies, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts are expressed in U.S. dollars)
3 month period ended
---------------------------------------
March 31, 2000 March 31, 1999
$ $
(unaudited) (unaudited)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows used in operating activities
Net loss for the period (4,020,051) (1,201,985)
Adjustments to reconcile loss to cash flows used in
operating activities:
Depreciation 61,825 11,450
Amortization 1,001,440 --
Non-cash interest expense and amortization of deferred
financing fees and debt discount -- 446,633
Foreign exchange (gain)/loss (175,565) 9,929
Changes in non-cash working capital balances (263,297) 488,867
- --------------------------------------------------------------------------------------------------
(3,395,648) (245,106)
- --------------------------------------------------------------------------------------------------
Cash flows used in investing activities
Purchase of equipment and leasehold improvements (411,967) (234,390)
Purchase of term deposits (6,241) --
Other -- (2,250)
Purchase of investments (20,000) --
Net cash acquired on purchase of subsidiary 182,532 --
- --------------------------------------------------------------------------------------------------
(255,676) (236,640)
- --------------------------------------------------------------------------------------------------
Cash flows generated by financing activities
Proceeds from the issuance of common stock, net of issue
costs 3,684,229 101,500
Repayment of stockholder advances -- (62,591)
Proceeds from stockholder advances -- 9,533
Proceeds on issue of convertible debenture -- 500,000
Financing fees on issue of convertible debenture -- (50,000)
- --------------------------------------------------------------------------------------------------
3,684,229 498,442
- --------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 32,905 16,696
Cash, beginning of period 8,430,701 33,732
- --------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period 8,463,606 50,428
- --------------------------------------------------------------------------------------------------
Cash and cash equivalents consist of cash, term deposits with maturities less
than 30 days and bank indebtedness.
The accompanying notes are an integral part of these financial statements
</TABLE>
4
<PAGE>
March 31, 2000 (unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for annual financial statements. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, considered necessary for a fair
presentation have been included. The results for the interim periods presented
are not necessarily indicative of the results that may be expected for any
future period. The following information should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
The Company has experienced net losses over the past three years and as of March
31, 2000, had an accumulated deficit of approximately $14.4 million. Such losses
are attributable to both cash losses and losses resulting from costs incurred in
the development of the Company's services and infrastructure and non cash
interest and amortization charges. The Company expects operating losses to
continue for the foreseeable future as it continues to develop and promote its
services and establish its business, while working toward profitability.
2. EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per common share has been calculated based on the weighted
average number of common shares outstanding during the period. Diluted earnings
(loss) per common share is calculated by adjusting outstanding shares, assuming
any dilutive effects of options, warrants, and convertible securities.
3. ACQUISITIONS
a. Pace Systems Group Inc. ("Pace")
Effective November 3, 1999, the Company issued 1,385,546 exchangeable common
shares at $1.70 per share for a total purchase price of $2,386,084, including
acquisition costs, which are exchangeable into 1,385,546 common shares of the
Company, in exchange for all of the outstanding common stock of Pace. In
addition, there is contingent consideration payable of 346,386 exchangeable
common shares subject to the achievement of certain targets. Fifty percent of
the additional share consideration will be released if on the 12 month
anniversary date of the effective date, actual gross revenues equal or exceed
$2,000,000 CDN. ($1,377,505 USD). The remaining additional share consideration
will be released if, on the 24 month anniversary date of the effective date,
actual revenues for the previous twelve months equal or exceed $2,000,000 CDN.
($1,377,505 USD). The additional consideration has not been reflected in these
consolidated financial statements, as the outcome of the contingent share
consideration cannot be reasonably determined at this time. The additional share
consideration will be recorded as goodwill as it becomes payable.
The acquisition was accounted for using the purchase method.
The operating results of the acquired company are included in the consolidated
statements of loss, deficit and comprehensive loss from the date of acquisition.
5
<PAGE>
The following proforma results of operations give effect to the acquisition of
Pace as if the transaction had occurred January 1, 1999, and includes the
amortization of goodwill and employee and consultants base calculated on a
straight-line basis over a period of 3 years:
<TABLE>
<CAPTION>
Period ended
March 31, 1999
$
- ---------------------------------------------------------------------------------------------------
<S> <C>
Revenue 765,349
- ---------------------------------------------------------------------------------------------------
Expenses 4,937,657
- ---------------------------------------------------------------------------------------------------
Net loss (4,172,308)
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- ---------------------------------------------------------------------------------------------------
Net loss per common share (0.39)
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</TABLE>
b. Secure Data Technologies Corporation ("SDTC")
Effective December 31, 1999 the Company purchased substantially all of the
assets of SDTC for a total purchase price of $525,234, including acquisition
costs, through the Company's wholly-owned subsidiary JAWS Delaware. SDTC was
incorporated in December 1998 and had no material operations prior to January 1,
1999. The purchase price provided for a promissory note of $257,214 and 38,071
common shares, noticed for issuance, at $7.04 per share totalling $268,020, as
well as contingent consideration of additional 9,516 common shares subject to
the achievement of certain targets. The issuance of 9,516 common stock is
dependent upon achieving revenues equal to the greater of $200,000 per employee
or a minimum of $1,200,000 for the fiscal year 2000 only. The additional
consideration has not been reflected in these consolidated financial statements,
as the outcome of the contingent share consideration cannot be reasonably
determined at this time. The additional share consideration will be recorded as
goodwill as it becomes payable.
The acquisition was accounted for using the purchase method.
6
<PAGE>
The operating results of the acquired company are included in the consolidated
statements of loss, deficit and comprehensive loss from the effective date of
acquisition. The following proforma results of operations give effect to the
acquisition of the SDTC assets as if the transaction had occurred January 1,
1999 and includes the amortization of goodwill and employee and consultants base
calculated on a straight-line basis over a period of 3 years:
<TABLE>
<CAPTION>
Period ended
March 31, 1999
$
- ---------------------------------------------------------------------------------------------------
<S> <C>
Revenue 156,345
- ---------------------------------------------------------------------------------------------------
Sub-contracting expense 109,389
Other costs and expenses 1,252,937
- ---------------------------------------------------------------------------------------------------
1,362,326
- ---------------------------------------------------------------------------------------------------
Loss before income taxes (1,205,981)
Income tax benefit --
- ---------------------------------------------------------------------------------------------------
Net loss (1,205,981)
- ---------------------------------------------------------------------------------------------------
Net loss per common share (0.12)
- ---------------------------------------------------------------------------------------------------
</TABLE>
c. Offsite Data Services Ltd. ("Offsite")
Effective January 29, 2000, the Company acquired 96% of the issued and
outstanding shares of Offsite Data Services Ltd., a company incorporated in the
Province of Alberta, Canada, in exchange for 5,048,420 exchangeable shares of
the Company with an ascribed value of $13,630,734 and 93% the outstanding
Offsite warrants in exchange for 2,156,252 warrants. Prior to March 31, 2000,
the Company acquired the remaining issued and outstanding shares of Offsite
pursuant to the compulsory acquisition provisions in exchange for 196,987
exchangeable shares of the Company with an ascribed value of $531,865 and
162,298 warrants in exchange for the remaining Offsite warrants. 1,818,550 of
the total warrants entitle the holder to acquire 0.3524 of one of the Company's
common shares at $0.40 CDN. ($0.28 USD) up to March 15, 2000. Prior to expiry of
these warrants, 843,023 warrants were exercised for 297,073 exchangeable shares
of the Company AND 975,527 expired. The cash received of $337,209 CDN. ($232,654
USD) is being held in trust and 975,527 expired. The remaining 500,000 warrants
entitle the holder to acquire 0.3524 of one of the Company's common shares for
prices ranging from $0.50 CDN. ($0.34 USD) to $0.55 CDN. ($0.38 USD) up to
September 29, 2001. In addition, 910,584 stock options to purchase shares of
Offsite have been exchanged for 910,584 stock options to purchase shares of the
Company. The options entitle the holder to purchase 0.3524 of an exchangeable
share of the Company, at a price of $0.25 CDN. ($0.17 USD) which expire on March
15, 2004.
The acquisition has been accounted for using the purchase method. The purchase
price has been allocated to the net assets acquired based on their estimated
fair values, as follows:
7
<PAGE>
<TABLE>
<CAPTION>
$
- --------------------------------------------------------------------------------------------------
<S> <C>
Cash acquired 304,508
Other net assets acquired 125,201
Employee and consultants base 6,927,433
Goodwill 6,927,433
- --------------------------------------------------------------------------------------------------
Net assets acquired 14,284,575
- --------------------------------------------------------------------------------------------------
Consideration:
4,245,407 common stock 14,162,599
Acquisition costs 121,976
- --------------------------------------------------------------------------------------------------
Total Consideration 14,284,575
- --------------------------------------------------------------------------------------------------
</TABLE>
The operating results of the acquired company are included in the consolidated
statement of loss, deficit and comprehensive loss from the date of acquisition.
The following pro forma results of operations give effect to the acquisition of
Offsite as if the transaction had occurred January 1, 2000 and 1999 and includes
the amortization of goodwill and employee and consultants base calculated on a
straight-line basis over a period of 3 years.
<TABLE>
<CAPTION>
3 month period ended
---------------------------------
March 31, 2000 March 31, 1999
$ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue 638,159 65,219
- --------------------------------------------------------------------------------------------------
Expenses 4,976,890 2,535,433
- --------------------------------------------------------------------------------------------------
Net loss (4,293,731) (2,470,214)
- --------------------------------------------------------------------------------------------------
Net loss per common share (0.15) (0.23)
- --------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
4. INVESTMENT
On January 6, 2000, the Company exercised its option to purchase 2,000,000
common shares of Cobratech Industries Inc. (representing a 25% interest of
Cobratech) for $20,000 and granted Cobratech the exclusive right to market and
sell the Company's products in Asia for a four year period commencing on October
19, 1999. The Company will receive a 25% royalty on all products sold by
Cobratech. No royalties have been received to date. As Cobratech has issued
additional common shares since January 6, 2000, JAWS currently holds 18% of the
outstanding Cobratech common shares. Accordingly, this investment has been
recorded at cost.
5. INTANGIBLE ASSETS
<TABLE>
<CAPTION>
March 31, 2000
--------------------------------------------------
Accumulated Net Book Value
Cost amortization
$ $ $
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Employee and consultants base 8,305,126 563,913 7,741,213
Goodwill 8,305,126 563,913 7,741,213
- --------------------------------------------------------------------------------------------------
16,610,252 1,127,826 15,482,426
- --------------------------------------------------------------------------------------------------
December 31, 1999
--------------------------------------------------
Accumulated Net Book Value
Cost amortization
$ $ $
- --------------------------------------------------------------------------------------------------
Employee and consultants base 1,377,693 63,193 1,314,500
Goodwill 1,377,693 63,193 1,314,500
- --------------------------------------------------------------------------------------------------
2,755,386 126,386 2,629,000
- --------------------------------------------------------------------------------------------------
</TABLE>
6. SHARE CAPITAL
Common stock held in escrow
Effective November 3, 1999, the Company placed 1,385,546 shares in escrow
relating to the acquisition of Pace.
Warrants issued
On December 31, 1999, the Company issued 2,176,418 share purchase warrants in
connection with an issuance of 2,176,418 shares of common stock, which entitle
the holder to purchase one-half of one share of common stock of the Company at
an exercise price of $6.50 per share. As a financing fee, the Company issued
217,642 warrants to the placement agent, which entitle the agent to purchase one
share of common stock at an exercise price of $4.25 per share. Each warrant will
expire on the third anniversary date of the effective date of the S-1
Registration Statement which was declared effective March 29, 2000. If the share
price of the Company exceeds $9.75 for 30 consecutive days any time after March
29, 2000, the Company, with 30 days notice, may repurchase these warrants at a
price of $0.001 per warrant.
9
<PAGE>
On February 23, 2000, the Company issued 294,119 share purchase warrants in
connection with an issuance of 588,238 shares of common stock, which entitle the
holder to purchase one half of one share of common stock of the Company at $6.50
per share. In addition, as a financing fee, the Company issued 58,824 warrants
to the placement agent, which entitle the agent to purchase one share of common
stock at an exercise price of $4.25 per share. Each warrant will expire on March
29, 2003.
7. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per common share is net loss for the period divided by the
weighted average number of common shares outstanding. The effect on earnings
(loss) per share of the exercise of options and warrants, and the conversion of
convertible debentures is anti-dilutive.
The following table sets forth the computation of earnings (loss) per common
share:
<TABLE>
<CAPTION>
Period ended Period ended
March 31, 2000 March 31, 1999
$ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Net loss (4,020,051) (1,201,985)
- ---------------------------------------------------------------------------------------------------
Basic and diluted loss per common share:
Weighted average number of common shares outstanding 28,774,888 10,670,321
- ---------------------------------------------------------------------------------------------------
Net loss per common share - basic and diluted (0.14) (0.11)
- ---------------------------------------------------------------------------------------------------
</TABLE>
8. NET CHANGE IN NON-CASH WORKING CAPITAL
<TABLE>
<CAPTION>
March 31, March 31,
2000 1999
$ $
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Accounts receivable (310,584) (17,495)
Due from related parties (74,709) 2,410
Prepaid expenses and deposits (136,109) 26,520
Accounts payable and accrued liabilities 256,054 472,243
Due to related parties 2,051 5,189
- ---------------------------------------------------------------------------------------------------
(263,297) 488,867
- ---------------------------------------------------------------------------------------------------
Attributable to operating activities (263,297) 488,867
- ---------------------------------------------------------------------------------------------------
</TABLE>
9. SEGMENTED INFORMATION
The Company's activities include professional security consulting services,
integration and installation of secure information systems, and remote data
storage and recovery services. The activities are conducted in one operating
segment and are carried out in three geographic segments as follows:
10
<PAGE>
<TABLE>
<CAPTION>
March 31, 2000
- ------------------------------- -------------------------------------------------------------------
Alberta, Ontario,
Canada Canada U.S. Total
$ $ $ $
- ------------------------------- -------------- ---------------- ------------------ ----------------
Loss information
<S> <C> <C> <C> <C>
Revenue 185,606 392,942 73,434 651,982
Expenses 2,149,637 568,085 311,372 3,029,094
- ------------------------------- -------------- ---------------- ------------------ ----------------
(1,964,031) (175,143) (237,938) (2,377,112)
Corporate overheads (1,642,939)
Net loss (4,020,051)
- ------------------------------- -------------- ---------------- ------------------ ----------------
Selected balance sheet
information
Equipment and leasehold
improvements 1,176,640 70,702 181,864 1,429,206
Intangible assets 13,854,866 2,386,084 369,302 16,610,252
- ------------------------------- -------------- ---------------- ------------------ ----------------
March 31, 1999
- ------------------------------- -------------------------------------------------------------------
Alberta, Ontario,
Canada Canada U.S. Total
$ $ $ $
- ------------------------------- -------------- ---------------- ------------------ ----------------
Loss information
Revenue 3,047 -- -- 3,047
Expenses 582,349 -- -- 582,349
- ------------------------------- -------------- ---------------- ------------------ ----------------
(579,302) -- -- (579,302)
Corporate overheads (622,683)
Net loss (1,201,985)
- ------------------------------- -------------- ---------------- ------------------ ----------------
Selected balance sheet
information
Equipment and leasehold
improvements 330,486 -- -- 330,486
- ------------------------------- -------------- ---------------- ------------------ ----------------
</TABLE>
10. SUBSEQUENT EVENTS
b) On April 20, 2000, the Company acquired 100% of the outstanding common
shares of Nucleus Consulting, Inc. (Nucleus), a company incorporated in the
State of Illinois, USA, in exchange for $250,000 and 142,857 shares of the
Company with an ascribed value of $1,000,000. Nucleus provides consulting
services related to data networking, telephony and mobile communications.
In addition there is contingent consideration payable of $750,000 and
285,714 common shares of the Company at an ascribed value of $7.00 per
share, subject to the achievement of certain targets the final terms of
which are still the subject of negotiations.
11
<PAGE>
The acquisition will be accounted for using the purchase method. The
aggregate purchase price of $1,550,000 will be allocated to the net assets
acquired based on their estimated fair values, as follows:
<TABLE>
<CAPTION>
$
---------------------------------------------------------------------------------------------
<S> <C>
Net assets acquired 362,890
Goodwill 1,187,110
---------------------------------------------------------------------------------------------
Net assets acquired 1,550,000
---------------------------------------------------------------------------------------------
Consideration:
142,857 common stock 1,250,000
Acquisition costs 300,000
---------------------------------------------------------------------------------------------
Total Consideration 1,550,000
---------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Overview
JAWS is currently the parent corporation of six material
operating subsidiaries: JAWS Technologies Inc., an Alberta corporation ("JAWS
Alberta"), JAWS Technologies, Inc., an Ontario corporation ("JAWS Ontario"),
JAWS Technologies, Inc., a Delaware corporation ("JAWS Delaware"), Pace Systems
Group Inc., an Ontario corporation ("PACE"), Offsite Data Services Ltd., an
Alberta corporation ("Offsite") and JAWS, Inc., an Illinois corporation
(formerly "Nucleus Consulting, Inc."). The overall strategic goal for JAWS is to
consolidate the highly fragmented information security industry, achieve
increasing economies of scale through the acquisition of high growth, emerging
market firms and integrate such firms through centralized administration and
planning. Through industry and management expertise, JAWS attempts to ensure
that acquired firms receive the capital and corporate planning necessary to
maximize the growth potential within each information security niche.
The shares of JAWS common stock are included for quotation on
the Nasdaq National Market under the symbol "JAWZ".
JAWS Alberta specializes in the field of high-end information
security, providing consulting services and software solutions to minimize the
threats to clients' information and communications. At its offices in Calgary,
Alberta, JAWS Alberta develops proprietary encryption software using what is
currently one of the world's strongest encryption algorithms, L5, to secure
binary data in various forms, including streamlining or blocking data.
JAWS Alberta's business plan is to become a full service
information security solution provider. In accordance with this plan, JAWS
Alberta currently markets both information security products and professional
information security services.
JAWS' financial information technology security solutions
services are provided through its wholly-owned subsidiary, JAWS Ontario, and
include services in the area of payment systems, including POS/ABM EFT switch
implementation, point of sale application and device integration, network
architecture and design, system integration and project management.
JAWS, through its wholly-owned subsidiary JAWS Acquisition
Corp., has purchased all of the outstanding shares of common stock of Offsite.
Offsite offers secure, fully automated on-line backup, retrieval and storage
services through the internet from its data center in Calgary.
JAWS has purchased all of the outstanding shares of common
stock of JAWS Inc. (formerly named Nucleus Consulting, Inc.). JAWS Inc. is an
international consulting firm focused on providing cost-effective enterprise
networked solutions capable of meeting defined business requirements.
13
<PAGE>
Results of Operations
Three-Months ended March 31, 2000 compared with the
Three-Months ended March 31, 1999
JAWS' total revenue increased by $648,935 (21,298%) for the
three-months ended March 31, 2000 from $3,047 in the three months ended March
31, 1999. This increase is primarily due to three key factors. The first is the
continued internal growth of JAWS' operations as the company completes the
transition from an research and development stage company to the
commercialization stage. The second key factor is the integration and subsequent
growth associated with JAWS' recent acquisitions (including PACE, SDTC, and
Offsite). The third key factor was an increase in interest income of $105,297,
which resulted from short term investing of funds received in connection with
JAWS' recent private placement financings.
General and administrative expenses increased 462% to
$3,295,802 for the three months ended March 31, 2000 from $586,520 in the three
months ended March 31, 1999. This increase was primarily due to the continued
growth of JAWS' operations including geographic expansion, moving JAWS products
toward and into the commercialization stage and the expenses related to the
preparation of various marketing and sales documents and materials, wages and
benefits, requirements for office space, supplies and other office related
expenses.
Advertising and promotion expenses increased 218% to $475,166
for the three months ended March 31, 2000 from $149,248 in the three months
ended March 31, 1999. This increase was primarily due to increased sales and
marketing activities related to moving JAWS' products toward and into the
commercialization stage based on JAWS vertical and geographical product and
consulting services strategies.
Interest expense, financing fees and amortization of debt
discount decreased by approximately 97% to $13,365 for the three months ended
March 31, 2000 from $447,885 for the three months ended March 31, 1999. The
decrease was primarily due to the retirement of the convertible debentures and
the associated accelerated amortizations of the deferred financing fees and debt
discount.
Amortization expense was $1,001,440 for the three months ended
March 31, 2000 as compared to $0 for the three months ended March 31, 1999. This
increase was primarily due to the amortization of goodwill and employee and
consultants base associated with JAWS' acquisitions of PACE, SDTC, and Offsite.
The Company's net loss for the three months ended March 31,
2000 was $4,020,051 as compared with $1,201,985 for the three months ended March
31, 1999. The increase in the net loss is primarily due to the continued growth
of JAWS' operations, moving JAWS products toward and into the commercialization
stage including geographic expansion and the expenses related to the preparation
of various marketing and sales documents and materials, wages and benefits,
requirements for office space, supplies and other office related expenses.
Litigation
JAWS is not a party to any material pending legal proceedings
other than ordinary routine litigation incidental to the business of JAWS which
JAWS does not believe is material.
14
<PAGE>
Liquidity and Capital Resources
Net cash used in operations for the three months ended March
31, 2000 was $3,395,648, compared with $8,430,701 as of December 31, 1999. These
increases are a result of the increased expenses incurred as noted above.
Cash and cash equivalents on hand at March 31, 2000 was
$8,463,606, compared with $8,430,701 at December 31, 1999. This is
as a result of a series of stock issuances, including the consummation of our
private placement financing of approximately US$9.25 million on December 31,
1999 and our private placement financing of approximately US$2.5 million on
February 23, 2000 (together, the "Private Placement Transactions"), the exercise
of warrants, and funds advanced under a convertible debenture agreement. These
funds will continue to be deployed primarily to fund operations.
The Company has experienced net losses over the past three
years and as of March 31, 2000, had an accumulated deficit of approximately
$14.4 million. Such losses are attributable to both cash losses and losses
resulting from costs incurred in the development of the Company's services and
infrastructure and non-cash interest and amortization charges. The Company
expects operating losses to continue for the foreseeable future as it continues
to develop and promote its services. Until such time as the company achieves
profitability and positive cash flow, JAWS' will need to raise additional
capital to fund future operations.
Accounts payable and accrued liabilities have increased 14% to
$1,344,566 as of March 31, 2000 as compared to $1,177,278 as of December 31,
1999. These increases are a result of the efforts of management to increase
sales revenue and grow JAWS' operations and are consistent with the other
expense increases in the first three months of the year 2000. JAWS has
anticipated and budgeted for these increases to provide for the organizations'
shift from research and development to commercialization and to provide for the
growth of operations.
JAWS has not established any lines of credit outside of trade
accounts and will not be in a position to negotiate any lines of credit until
sales contracts have been validated and matured. JAWS has not used any debt
instruments to date due to its early stage of operations, other than long-term
capital leases and Thomson Kernaghan's convertible debentures which were
converted to equity.
Year 2000 Issues
By the end of 1999, JAWS completed a ten phase year 2000 plan
which addressed the year 2000 readiness of all of our internal and external
systems, including software, network equipment, bandwidth providers and
suppliers. We have not, to date, experienced any year 2000 disruptions in these
systems. JAWS continues to assess all of its internal systems for operational
effectiveness and efficiency beyond year 2000 concerns.
JAWS management believes that JAWS' significant suppliers and
customers are year 2000 compliant and have not, to date, been made aware that
any significant suppliers or customers have suffered year 2000 disruptions in
their systems.
In the event JAWS discovers year 2000 problems in any of these
systems, we will endeavor to resolve these problems by making modifications to
our systems or purchasing new systems
15
<PAGE>
on a timely basis. Although we are not aware of any material operational issues
associated with preparing these systems for the year 2000 we will not experience
material, unanticipated, negative consequences and/or material costs caused by
undetected errors or defects in such systems or by our failure to adequately
prepare for the results of such errors or defects, including costs of related
litigation, if any. The impact of such consequences could have a material and
adverse effect on our business, financial condition and results of operations.
Our costs of year 2000 compliance, to date, are approximately $10,000 and we do
not anticipate material year 2000 compliance costs in the future.
16
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
JAWS is not a party to any material pending legal proceedings
other than ordinary routine litigation incidental to the business of JAWS which
JAWS does not believe is material.
Item 2. Changes in Securities.
On February 23, 2000, JAWS completed the second Private
Placement Transaction, pursuant to which JAWS received an aggregate investment
of approximately $2,500,000 in exchange for 588,238 Units, each Unit consisting
of one share of common stock and one warrant to purchase one-half share of
common stock for $6.50 per share. The warrants will expire at 2:00 p.m. New York
Time on the earlier of (i) the three year anniversary date of the effectiveness
of the registration statement filed in connection therewith, or (ii) December
31, 2009.
On April 20, 2000, JAWS closed the purchase of all the issued
and outstanding common stock of Nucleus Consulting, Inc., a private, Illinois
corporation (subsequently renamed JAWS Inc.) from Charles A. Ehredt, the sole
stockholder of Nucleus Consulting, Inc. The stock purchase agreement provided
for JAWS to receive all of the issued and outstanding shares of Nucleus
Consulting, Inc. in exchange, in part, for a cash payment of $1,000,000 and
142,857 shares of JAWS' common stock. The stock purchase agreement further
provided for the issuance of up to 142,857 additional shares of JAWS' common
stock on each of the first and second anniversary dates of the closing, subject
to Mr. Ehredt's the achievement of certain revenue and earnings milestones by
JAWS Inc. over the respective post-closing periods.
In each case set forth in this Item 2, the securities were
issued pursuant to exemption from the registration requirements of the
Securities Act of 1933, as amended, under Section 4(2).
17
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1(1) Articles of Incorporation of "e-biz" solutions, inc. (now
JAWS Technologies, Inc., a Nevada corporation), dated
January 27, 1997.
3.2(2) Certificate of Amendment of Articles of Incorporation of
JAWS Technologies, Inc., a Nevada corporation, dated March
30, 1998, changing the name of E-Biz to JAWS Technologies,
Inc.
3.3(3) Certificate of Amendment of Articles of Incorporation of
JAWS Technologies, Inc., a Nevada corporation, increasing
the total number of common stock which JAWS is allowed to
issue from 20,000,000 to 95,000,000.
3.4(4) Bylaws of "e-biz" solutions, inc. (now JAWS Technologies,
Inc., a Nevada corporation), dated January 27, 1997.
4.1(5) Investment Agreement by and between JAWS Technologies, Inc.,
a Nevada corporation, and Bristol Asset Management LLC dated
August 27, 1998 and letter of termination.
4.2(6) Debenture Acquisition Agreement by and between JAWS
Technologies, Inc., a Nevada corporation, and Thomson
Kernaghan & Co. Limited, dated September 25, 1998.
4.3(7) Amendment No. 1 to Debenture Purchase Agreement by and
between JAWS and Thomson Kernaghan, dated April 27, 1999.
4.4(8) Warrant to purchase 1,000,000 shares of common stock of JAWS
Technologies, Inc., a Nevada corporation, issued to Bristol
Asset Management LLC, dated April 20, 1999.
- ----------
1 Incorporated by reference to Exhibit 3.1 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
2 Incorporated by reference to Exhibit 3.2 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
3 Incorporated by reference to Exhibit 3.3 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
4 Incorporated by reference to Exhibit 3.4 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
5 Incorporated by reference to Exhibit 4.1 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
6 Incorporated by reference to Exhibit 4.2 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
7 Incorporated by reference to Exhibit 4.3 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
8 Incorporated by reference to Exhibit 4.4 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
18
<PAGE>
4.5(9) Form of Warrant to purchase 834,000 shares of common stock
of JAWS Technologies, Inc., a Nevada corporation, issued to
Glentel Inc., dated June 21, 1999.
4.6(10) Schedule of Warrant holders which received the Form of
Warrant set forth in 4.5 above.
4.7(11) Form of Warrant issued by JAWS in connection with the
Private Placement Transaction.
4.8(12) Schedule of Warrant holders which received the Form of
Warrant set forth in 4.9 above.
4.9(13) Warrant to purchase 217,642 shares of common stock of JAWS
Technologies, Inc., a Nevada corporation, issued to Thomson
Kernaghan & Co. Limited, dated December 31, 1999.
4.10(14) Certificate of the Designation, Voting Power, Preference and
Relative, Participating, optional and other Special Rights
and Qualifications, Limitations or Restrictions of the
Special Series & Preferred Voting Stock of JAWS
Technologies, Inc., dated November 30, 1999.
4.11(15) Incentive and Non-Qualified Stock Option Plan of JAWS
Technologies, Inc., a Nevada corporation.
4.12(16) Placement Agency Agreement by and between JAWS Technologies,
Inc., a Nevada corporation, and Thomson Kernaghan & Co.
Limited, dated December 31, 1999.
4.13(17) Placement Agency Agreement by and between JAWS Technologies,
Inc., a Nevada corporation, and Thomson Kernaghan & Co.
Limited, dated February 15, 2000.
- ----------
9 Incorporated by reference to Exhibit 4.5 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
10 Incorporated by reference to Exhibit 4.6 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
11 Incorporated by reference to Exhibit 4.7 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
12 Incorporated by reference to Exhibit 4.8 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
13 Incorporated by reference to Exhibit 4.9 of the Company's Form S-1 (File No.
333-30406), filed with the SEC on February 14, 2000.
14 Incorporated by reference to Exhibit 4.10 of the Company's Form S-1 (File No
333-30406), filed with the SEC on February 14, 2000.
15 Incorporated by reference to Exhibit 4.11 of the Company's Form S-1 (File No
333-30406), filed with the SEC on February 14, 2000.
16 Incorporated by reference to Exhibit 10.13 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
17 Incorporated by reference to Exhibit 4.13 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.
19
<PAGE>
4.14(18) Placement Agency Agreement by and between JAWS Technologies,
Inc., a Nevada corporation, and SmallCaps Online LLC, dated
February 15, 2000.
4.15(19) Form of Subscription Agreement to purchase 235,295 Units of
JAWS Technologies, Inc., a Nevada corporation, by and
between JAWS Technologies, Inc., a Nevada corporation, and
BPI Canadian Small Companies Fund, dated December 20, 1999.
4.16(20) Schedule of Subscribers that purchased subscriptions
pursuant to the Form of Subscription Agreement set forth
above in 10.14.
10.1(21) Director's Agreement between JAWS Technologies, Inc., a
Nevada corporation, and Arthur Wong dated July 1998.
10.2(22) Director's Agreement between JAWS Technologies, Inc., a
Nevada corporation, and Julia Johnson, dated July 30, 1998.
10.3(23) Letter Agreement between JAWS Technologies, Inc., a Nevada
corporation, and Arrow Communications (ApexMail), dated
August 10, 1999.
10.4(24) Addendum to the Letter Agreement between JAWS Technologies,
Inc., a Nevada corporation, and ApexMail.net, dated
September 20, 1999.
10.5(25) Assignment from James L. A. Morrison to JAWS Technologies
Inc., a Nevada corporation, dated October 9, 1998.
10.6(26) Notification of Assignment from United States Department of
Commerce, Patent and Trademark Office, dated March 15, 1999.
10.(27) Indemnity Agreements by and between JAWS Technologies, Inc.,
a Nevada corporation, and Ms. Julia L. Johnson.
- ----------
18 Incorporated by reference to Exhibit 4.14 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.
19 Incorporated by reference to Exhibit 10.14 of the Company's Form S-1
(File No. 333-30406), filed with the SEC on February 14, 2000.
20 Incorporated by reference to Exhibit 4.16 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.
21 Incorporated by reference to Exhibit 10.1 of the Company's Form S-1
(File No. 333-30406), filed with the SEC on February 14, 2000.
22 Incorporated by reference to Exhibit 10.2 of the Company's Form S-1
(File No. 333-30406), filed with the SEC on February 14, 2000.
23 Incorporated by reference to Exhibit 10.3 of the Company's Form S-1
(File No. 333-30406), filed with the SEC on February 14, 2000.
24 Incorporated by reference to Exhibit 10.4 of the Company's Form S-1
(File No. 333-30406), filed with the SEC on February 14, 2000.
25 Incorporated by reference to Exhibit 10.5 of the Company's Form S-1
(File No. 333-30406), filed with the SEC on February 14, 2000.
26 Incorporated by reference to Exhibit 10.6 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
20
<PAGE>
10.8(28) Indemnity Agreements by and between JAWS Technologies, Inc.,
a Nevada corporation, and Mr. Arthur Wong.
10.9(29) Form of Stock Purchase Agreement to purchase 1,000,000
shares of common stock and warrants to purchase 834,000
shares of common stock by and between JAWS Technologies,
Inc., a Nevada corporation, and Glentel Inc., dated June 21,
1999.
10.10(30) Schedule of purchasers which purchased shares of common
stock pursuant to the Form of Stock Purchase Agreement set
forth in 10.09.
10.11(31) Form of Investor Rights Agreement by and between JAWS
Technologies, Inc., a Nevada corporation, and Glentel Inc.,
dated June 21, 1999.
10.12(32) Schedule of investors that received rights pursuant to the
Form of Investors Rights Agreement set forth above in 10.11.
10.13(33) Debenture Amendment and Settlement Agreement, dated November
17, 1999 and effective as of November 1, 1999, by and
between JAWS Technologies, Inc., a Nevada corporation, and
Thomson Kernaghan & Co. Limited.
10.14(34) Form of Employment Agreement.
10.15(35) Schedule of officers of JAWS Technologies, Inc., a Nevada
corporation, who executed employment agreements the form of
which is set forth in Exhibit 10.20.
10.16(36) Stock Purchase Agreement, dated as of April 20, 2000 by and
between JAWS Technologies, Inc., a Nevada corporation,
Nucleus Consulting, Inc., an Illinois corporation and
Charles A. Ehredt.
- ----------
27 Incorporated by reference to Exhibit 10.7 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
28 Incorporated by reference to Exhibit 10.8 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
29 Incorporated by reference to Exhibit 10.9 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
30 Incorporated by reference to Exhibit 10.10 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
31 Incorporated by reference to Exhibit 10.11 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
32 Incorporated by reference to Exhibit 10.12 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
33 Incorporated by reference to Exhibit 10.16 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
34 Incorporated by reference to Exhibit 10.17 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
35 Incorporated by reference to Exhibit 10.18 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
36 Incorporated by reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K, filed with the SEC on May 5, 2000.
21
<PAGE>
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
A current report on Form 8-K was filed by the Company on April 13, 2000,
reporting the acquisition of all the issued and outstanding capital stock
of Nucleus Consulting, Inc.
22
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JAWS TECHNOLOGIES, INC.
Date: May 15, 2000 By: /s/ Robert J. Kubbernus
----------------------
Name: Robert J. Kubbernus
Title: Chairman of the Board,
President and Chief Executive
Officer
(Principal Executive Officer):
Date: May 15, 2000 By: /s/ Riaz Mamdani
------------
Name: Riaz Mamdani
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
23
<PAGE>
EXHIBIT INDEX
Exhibit Description
3.1(1) Articles of Incorporation of "e-biz" solutions, inc. (now
JAWS Technologies, Inc., a Nevada corporation), dated
January 27, 1997.
3.2(2) Certificate of Amendment of Articles of Incorporation of
JAWS Technologies, Inc., a Nevada corporation, dated March
30, 1998, changing the name of E-Biz to JAWS Technologies,
Inc.
3.3(3) Certificate of Amendment of Articles of Incorporation of
JAWS Technologies, Inc., a Nevada corporation, increasing
the total number of common stock which JAWS is allowed to
issue from 20,000,000 to 95,000,000.
3.4(4) Bylaws of "e-biz" solutions, inc. (now JAWS Technologies,
Inc., a Nevada corporation), dated January 27, 1997.
4.1(5) Investment Agreement by and between JAWS Technologies, Inc.,
a Nevada corporation, and Bristol Asset Management LLC dated
August 27, 1998 and letter of termination.
4.2(6) Debenture Acquisition Agreement by and between JAWS
Technologies, Inc., a Nevada corporation, and Thomson
Kernaghan & Co. Limited, dated September 25, 1998.
4.3(7) Amendment No. 1 to Debenture Purchase Agreement by and
between JAWS and Thomson Kernaghan, dated April 27, 1999.
4.4(8) Warrant to purchase 1,000,000 shares of common stock of JAWS
Technologies, Inc., a Nevada corporation, issued to Bristol
Asset Management LLC, dated April 20, 1999.
- ----------
1 Incorporated by reference to Exhibit 3.1 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
2 Incorporated by reference to Exhibit 3.2 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
3 Incorporated by reference to Exhibit 3.3 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
4 Incorporated by reference to Exhibit 3.4 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
5 Incorporated by reference to Exhibit 4.1 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
6 Incorporated by reference to Exhibit 4.2 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
7 Incorporated by reference to Exhibit 4.3 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
8 Incorporated by reference to Exhibit 4.4 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
24
<PAGE>
4.5(9) Form of Warrant to purchase 834,000 shares of common stock
of JAWS Technologies, Inc., a Nevada corporation, issued to
Glentel Inc., dated June 21, 1999.
4.6(10) Schedule of Warrant holders which received the Form of
Warrant set forth in 4.5 above.
4.7(11) Form of Warrant issued by JAWS in connection with the
Private Placement Transaction.
4.8(12) Schedule of Warrant holders which received the Form of
Warrant set forth in 4.9 above.
4.9(13) Warrant to purchase 217,642 shares of common stock of JAWS
Technologies, Inc., a Nevada corporation, issued to Thomson
Kernaghan & Co. Limited, dated December 31, 1999.
4.10(14) Certificate of the Designation, Voting Power, Preference and
Relative, Participating, optional and other Special Rights
and Qualifications, Limitations or Restrictions of the
Special Series & Preferred Voting Stock of JAWS
Technologies, Inc., dated November 30, 1999.
4.11(15) Incentive and Non-Qualified Stock Option Plan of JAWS
Technologies, Inc., a Nevada corporation.
4.12(16) Placement Agency Agreement by and between JAWS Technologies,
Inc., a Nevada corporation, and Thomson Kernaghan & Co.
Limited, dated December 31, 1999.
4.13(17) Placement Agency Agreement by and between JAWS Technologies,
Inc., a Nevada corporation, and Thomson Kernaghan & Co.
Limited, dated February 15, 2000.
- ----------
9 Incorporated by reference to Exhibit 4.5 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
10 Incorporated by reference to Exhibit 4.6 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
11 Incorporated by reference to Exhibit 4.7 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
12 Incorporated by reference to Exhibit 4.8 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
13 Incorporated by reference to Exhibit 4.9 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
14 Incorporated by reference to Exhibit 4.10 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
15 Incorporated by reference to Exhibit 4.11 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
16 Incorporated by reference to Exhibit 10.13 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
17 Incorporated by reference to Exhibit 4.13 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.
25
<PAGE>
4.14(18) Placement Agency Agreement by and between JAWS Technologies,
Inc., a Nevada corporation, and SmallCaps Online LLC, dated
February 15, 2000.
4.15(19) Form of Subscription Agreement to purchase 235,295 Units of
JAWS Technologies, Inc., a Nevada corporation, by and
between JAWS Technologies, Inc., a Nevada corporation, and
BPI Canadian Small Companies Fund, dated December 20, 1999.
4.16(20) Schedule of Subscribers that purchased subscriptions
pursuant to the Form of Subscription Agreement set forth
above in 10.14.
10.1(21) Director's Agreement between JAWS Technologies, Inc., a
Nevada corporation, and Arthur Wong dated July 1998.
10.2(22) Director's Agreement between JAWS Technologies, Inc., a
Nevada corporation, and Julia Johnson, dated July 30, 1998.
10.3(23) Letter Agreement between JAWS Technologies, Inc., a Nevada
corporation, and Arrow Communications (ApexMail), dated
August 10, 1999.
10.4(24) Addendum to the Letter Agreement between JAWS Technologies,
Inc., a Nevada corporation, and ApexMail.net, dated
September 20, 1999.
10.5(25) Assignment from James L. A. Morrison to JAWS Technologies
Inc., a Nevada corporation, dated October 9, 1998.
10.6(26) Notification of Assignment from United States Department of
Commerce, Patent and Trademark Office, dated March 15, 1999.
10.7(27) Indemnity Agreements by and between JAWS Technologies, Inc.,
a Nevada corporation, and Ms. Julia L. Johnson.
- ----------
18 Incorporated by reference to Exhibit 4.14 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.
19 Incorporated by reference to Exhibit 10.14 of the Company's
Form S-1 (File No. 333-30406), filed with the SEC on February 14, 2000.
20 Incorporated by reference to Exhibit 4.16 of the Company's Form 10-K405,
filed with the SEC on March 24, 2000.
21 Incorporated by reference to Exhibit 10.1 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
22 Incorporated by reference to Exhibit 10.2 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
23 Incorporated by reference to Exhibit 10.3 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
24 Incorporated by reference to Exhibit 10.4 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
25 Incorporated by reference to Exhibit 10.5 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
26 Incorporated by reference to Exhibit 10.6 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
26
<PAGE>
10.8(28) Indemnity Agreements by and between JAWS Technologies, Inc.,
a Nevada corporation, and Mr. Arthur Wong.
10.9(29) Form of Stock Purchase Agreement to purchase 1,000,000
shares of common stock and warrants to purchase 834,000
shares of common stock by and between JAWS Technologies,
Inc., a Nevada corporation, and Glentel Inc., dated June 21,
1999.
10.10(30) Schedule of purchasers which purchased shares of common
stock pursuant to the Form of Stock Purchase Agreement set
forth in 10.09.
10.11(31) Form of Investor Rights Agreement by and between JAWS
Technologies, Inc., a Nevada corporation, and Glentel Inc.,
dated June 21, 1999.
10.12(32) Schedule of investors that received rights pursuant to the
Form of Investors Rights Agreement set forth above in 10.11.
10.1(33) Debenture Amendment and Settlement Agreement, dated November
17, 1999 and effective as of November 1, 1999, by and
between JAWS Technologies, Inc., a Nevada corporation, and
Thomson Kernaghan & Co. Limited.
10.14(34) Form of Employment Agreement.
10.15(35) Schedule of officers of JAWS Technologies, Inc., a Nevada
corporation, who executed employment agreements the form of
which is set forth in Exhibit 10.20.
10.16(36) Stock Purchase Agreement, dated as of April 20, 2000 by and
between JAWS Technologies, Inc., a Nevada corporation,
Nucleus Consulting, Inc., an Illinois corporation and
Charles A. Ehredt.
- ----------
27 Incorporated by reference to Exhibit 10.7 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
28 Incorporated by reference to Exhibit 10.8 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
29 Incorporated by reference to Exhibit 10.9 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
30 Incorporated by reference to Exhibit 10.10 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
31 Incorporated by reference to Exhibit 10.11 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
32 Incorporated by reference to Exhibit 10.12 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
33 Incorporated by reference to Exhibit 10.16 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
34 Incorporated by reference to Exhibit 10.17 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
35 Incorporated by reference to Exhibit 10.18 of the Company's Form S-1 (File
No. 333-30406), filed with the SEC on February 14, 2000.
36 Incorporated by reference to Exhibit 2.1 of the Company's Current Report on
Form 8-K, filed with the SEC on May 5, 2000.
27
<PAGE>
27.1 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements as of and for the three months ended March 31, 2000.
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<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 9,363
<SECURITIES> 0
<RECEIVABLES> 813
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,475
<PP&E> 1,429
<DEPRECIATION> 180
<TOTAL-ASSETS> 27,226
<CURRENT-LIABILITIES> 2,270
<BONDS> 139
0
0
<COMMON> 32
<OTHER-SE> 24,785
<TOTAL-LIABILITY-AND-EQUITY> 27,226
<SALES> 547
<TOTAL-REVENUES> 652
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<INTEREST-EXPENSE> 13
<INCOME-PRETAX> (4,020)
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