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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 the quarterly period ended September 30, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 0-27675
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NetMeasure Technology Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 86-0914695
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1122 Mainland Street, Suite 370, Vancouver, British Columbia
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(Address of principal executive offices)
(604) 669-2255
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not Applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the issuer's common stock, as of September
30, 2000 was 15,194,800. In addition, the company has commitments to issue an
additional 956,667 shares through its 1999 Stock Award Program and an additional
300,000 shares for financing received.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
FINANCIAL STATEMENTS --
Unaudited
(EXPRESSED IN U.S. DOLLARS)
SEPTEMBER 30, 2000
CONTENTS
Consolidated Balance Sheet -- Unaudited
Consolidated Statement of Operations -- Unaudited
Consolidated Statement of Cash Flows -- Unaudited
Notes to the Unaudited Consolidated Financial Statements
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NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET -- UNAUDITED
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
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<S> <C> <C>
Assets
Current
Cash $ 42,809 $ 114,422
Receivables 15,617 22,163
Prepaids 17,447 6,495
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75,873 143,080
Due from company controlled by a shareholder 16,633 17,208
Capital assets 159,141 138,441
Goodwill 161,335 197,635
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$ 412,982 $ 496,364
=========== ===========
Liabilities
Current
Accounts payable and accruals (Note 3) $ 262,360 $ 69,655
Convertible promissory note payable (Note 4) 49,255 --
----------- -----------
311,615 69,655
----------- -----------
Shareholders Equity
Capital stock (Note 5)
Authorized:
100,000,000 $0.001 par value common shares
Issued:
15,194,800 (1999:15,194,800) common shares 15,195 15,195
Additional paid-in capital 1,383,090 1,383,090
Unearned employee benefits under 1999 Stock
Awards Program 761,872 387,665
Share subscriptions received 600,000 --
Deficit (2,658,790) $(1,359,241)
----------- -----------
101,367 426,709
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$ 412,982 $ 496,364
=========== ===========
</TABLE>
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See accompanying notes to the unaudited consolidated financial statements.
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NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS -- UNAUDITED
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
For the For the For the For the For the
Period from Three Months Three Months Nine Months Nine Months
Inception to Ended Ended Ended Ended
September 30 September 30 September 30 September 30 September 30
2000 2000 1999 2000 1999
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<S> <C> <C> <C> <C> <C>
Revenue
Interest $ 22,000 $ 745 $ 5,240 $ 6,773 $ 12,970
----------- ----------- ----------- ----------- -----------
Expenses
Marketing
Advertising 3,172 28 - 1,675 768
Consulting fees 49,442 - - - -
Salaries and benefits 173,821 34,655 31,280 120,745 75,768
Travel 50,687 8,115 3,193 34,357 11,958
----------- ----------- ----------- ----------- -----------
277,122 42,798 34,473 156,777 88,494
----------- ----------- ----------- ----------- -----------
Product development
Consulting fees 54,907 - - - -
Salaries and benefits 433,233 88,299 86,741 254,101 166,233
Travel 9,710 1,538 583 3,878 1,063
----------- ----------- ----------- ----------- -----------
497,850 89,837 87,324 257,979 167,296
----------- ----------- ----------- ----------- -----------
General and administrative
Bank charges and interest 3,084 126 168 2,610 371
Communication 23,178 - 180 - 11,653
Computer and office supplies 101,812 15,158 7,725 29,220 36,488
Consulting fees 195,688 - 9,000 - 9,000
Depreciation and amortization 137,366 22,195 18,716 67,007 44,676
Employee relocation 9,080 - 2,922 - 4,794
Professional fees 210,731 18,440 14,976 72,770 84,486
Public company reporting 34,993 14,140 - 34,993 -
Rent 63,376 10,278 10,467 35,130 17,106
Salaries and benefits (Note 3) 333,831 207,027 15,398 256,735 57,638
Stock award compensation 761,872 120,048 - 374,207 -
Technical advisory board 2,747 - - 2,747 -
Travel 28,060 7,955 1,286 16,147 4,469
----------- ----------- ----------- ----------- -----------
1,905,818 415,367 80,838 891,566 270,681
----------- ----------- ----------- ----------- -----------
Total expenses 2,680,790 548,002 202,635 1,306,322 526,471
----------- ----------- ----------- ----------- -----------
Net loss $(2,658,790) $ (547,257) $ (197,395) $(1,299,549) $ (513,501)
=========== =========== =========== =========== ===========
Weighted average number of
shares outstanding 15,194,800 15,194,800 15,194,800 14,360,301
=========== =========== =========== ===========
Loss per share - basic and diluted $ (0.04) $ (0.01) $ (0.09) $ (0.04)
=========== =========== =========== ===========
</TABLE>
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See accompanying notes to the unaudited consolidated financial statements.
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NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS -- UNAUDITED
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
For the For the For the
Period from Nine Months Nine Months
Inception to Ended Ended
September 30 September 30 September 30
2000 2000 1999
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<S> <C> <C> <C>
Cash derived from (applied to)
Operating
Net loss $(2,658,790) $(1,299,549) $(513,501)
Depreciation and amortization 137,366 67,007 44,676
Stock award compensation expense 761,872 374,207 --
Shares issued for services rendered 111,938 -- --
Change in non-cash operating working capital
Receivables 2,692 6,546 (15,313)
Prepaids (17,447) (10,952) (6,742)
Accounts payable and accruals 224,469 192,705 (25,311)
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(1,437,900) (670,036) (516,191)
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Financing
Promissory note payable 49,255 49,255 --
Shares issued for cash 1,079,003 -- 979,003
Share subscriptions received 654,688 600,000 54,688
Payment of promissory notes payable by subsidiary
company (127,373) -- (127,373)
Cash assumed on acquisition of subsidiary 34,113 -- 34,113
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1,689,686 649,255 940,431
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Investing
Bank overdraft -- -- (1,841)
Acquisition of capital assets (192,344) (51,407) (134,160)
Advances to company controlled by a shareholder (16,633) 575 (16,463)
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(208,977) (50,832) (152,464)
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Net increase (decrease) in cash 42,809 (71,613) 271,776
Cash
Beginning of period -- 114,422 --
----------- ----------- ---------
End of period $ 42,809 $ 42,809 $ 271,776
=========== =========== =========
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NON-CASH ITEMS NOT INCLUDED IN CASH FLOWS
Stock award compensation expense $ 751,892 $ 110,068 $ --
Shares issued for services $ 111,938 $ -- $ --
Shares issued to acquire subsidiary $ 152,656 $ -- $ 152,656
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</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
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NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Consolidated Financial Statements
(expressed in U.S. dollars)
September 30, 2000
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1. OPERATIONS AND GOING CONCERN
The company was incorporated as Powertech, Inc. under the laws of the State of
Nevada on May 4, 1998 to engage in the business of internet software and
hardware development. On January 4, 2000, the company changed its name to
NetMeasure Technology Inc.
On February 12, 1999, the company acquired all the issued and outstanding common
shares of NetMeasure Technology (Canada) Inc. (formerly NETSentry Technology
Inc.), a Vancouver, Canada based company in business to develop and market
technologies that assist network administrators in improving the efficiency,
reliability and recoverability of Internet Protocol networks.
The company has completed development of the first commercial version of its
first product (code name ProbeNET) and expects to begin generating limited
operating revenues during the last quarter of this calendar year. And, as
described in Note 7, the company has arranged an additional $1,000,000 in
financing, which, when these monies are received, will allow the company to more
aggressively market ProbeNET and continue development of the technology.
The company's current operational focus is to ensure that ProbeNET is able to be
commercially exploited. To that end, management is devoting substantially all of
the company's resources to the development of the technology and is negotiating
with various potential sales channel partners to support the marketing of the
technology.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These unaudited consolidated financial statements are presented in accordance
with accounting principles generally accepted in the United States and have been
prepared on the same basis as the annual audited consolidated financial
statements. In the opinion of management, these unaudited consolidated financial
statements reflect all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation for each of the periods presented. The results
of operations for interim periods are not necessarily indicative of results to
be achieved for full fiscal years.
As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01
of Regulation S-X, the accompanying consolidated financial statements and
related footnotes have been condensed and do not contain certain information
that will be included in the company's annual consolidated financial statements
and footnotes. For further information, refer to the consolidated financial
statements and related footnotes for the year ended December 31, 1999 included
in the company's Annual Report on Form 10-KSB.
CONSOLIDATION
These financial statements include the accounts of the company and its
wholly-owned subsidiary, NetMeasure Technology (Canada) Inc.
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NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Consolidated Financial Statements
(expressed in U.S. dollars)
September 30, 2000
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3. RETENTION BONUS
The company agreed to pay a total of $255,000 in retention bonuses to certain
employees in October 1999. This agreement was contingent on both the employees'
continued employment and on the company's ability to raise sufficient equity
funding to continue operations. During the three months ended September 30,
2000, management determined that it was probable that the company would be
successful in raising sufficient equity financing to fulfill this contingent
commitment. The company has therefore recorded the $172,500 retention bonus
earned to September 30, 2000 in these financial statements as an accrued
liability and a charge to administrative salaries and benefits.
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4. CONVERTIBLE PROMISSORY NOTE PAYABLE
The promissory note is payable in 2002. This note is convertible into the
company's shares at a rate of $2 per share at the company's discretion.
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5. CAPITAL STOCK
At September 30, 2000, the company had 15,194,800 shares issued and outstanding.
In addition, the company has commitments to issue an additional 956,667 common
shares through its 1999 Stock Awards Program and another 300,000 units for share
subscriptions received. Each unit consists of one common share and one common
share purchase warrant entitling the holder to purchase an additional common
share before the expiration of the warrants in 2002.
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1999 STOCK AWARDS PROGRAM
In 1999, the company made restricted stock awards to nine employees aggregating
985,000 shares, at a weighted average price of $1.25. In the three months ended
September 30, 2000, 28,333 of these restricted stock awards have been cancelled.
Expense is being recognized over the anticipated vesting period of the awards.
The unvested portion of these awards has been recorded as a separate component
of shareholders equity.
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6. INCOME TAXES
At September 30, 2000, the company has net operating losses carried forward of
approximately $1,678,000 that may be offset against future taxable income until
2006 for $1,318,000 and until 2014 for $360,000. The deferred tax asset arising
from these net operating losses has been reduced to $Nil by a valuation
allowance due to uncertainties regarding the utilization of the losses.
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NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Consolidated Financial Statements
(expressed in U.S. dollars)
September 30, 2000
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7. SUBSEQUENT EVENT
During the three months ended September 30, 2000, the company has entered into
private placement agreements with four parties. Under these agreements, the
company will issue 1,000,000 units for $1.00 per unit. Each unit consists of one
common share and one common share purchase warrant entitling the holder to
purchase an additional common share for $1.50 before November 3, 2001. The
proceeds under this private placement are to be received by the company no later
than 20 days after the company's shares commence trading on the OTCBB. The
company expects to commence such trading during the month of November 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The information in this document contains forward-looking statements, including
statements of Management's belief or expectation, within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Such statements are subject to known and unknown risks and
uncertainties that could cause actual future results and developments to differ
materially from those projected or suggested in the forward-looking statements.
The independent unaudited financial statements note that Management needs to
obtain additional equity financing to continue the development and marketing of
its ProbeNET technology. As noted in the financial statements the company has
entered into private placement agreements with four parties. The proceeds under
this private placement are to be received by the company no later than 20 days
after the company's shares commence trading on the OTCBB. The company expects to
commence such trading during the month of November 2000.
In addition to securing this financing, the Company's success will be dependent
on management's ability to attract and retain highly skilled technical staff.
The Company is currently seeking to strengthen both its product marketing team
and Technical Advisory Board.
PLAN OF OPERATION
The Company has not had revenues from operations since inception, however it
expects to begin generating revenues from product sales during the 4th quarter
of 2000. In September 2000 the Company released, on a limited basis, the first
commercial version of its ProbeNET technology. Over the next several months the
Company will continue to enhance the product, in preparation for a major product
launch during the spring / summer of 2001. Management expects the next version
of its technology to be the major revenue generator for the Company in 2000,
with most of the revenue occurring during the last half of the year.
The Company has a target of $5M in revenues for 2001 and $20M for 2002. As such,
the Company is attempting to develop products, form relationships and attract
people that can
<PAGE> 9
help it achieve or exceed these objectives. However, it should be noted that
these projections are based on (what management believes are) reasonable
estimates and assumptions, since there is no historical information to use as a
baseline. At this stage, there can be no assurance that the Company's product(s)
will be commercially successful.
NetMeasure's plan of operation contemplates additional financing in the spring /
summer of 2001 for the continued development and marketing of its technologies,
in order to achieve profitable operations. A merger or the sale of its
technologies likely would result if the Company were unsuccessful in obtaining
financing.
COMPARISON OF FISCAL QUARTERS ENDING SEPTEMBER 30, 1999 and
SEPTEMBER 30, 2000.
During the fiscal quarter ending September 30, 1999 the Company had revenues
(interest income) of $5,240 and incurred a net loss of $197,395. The Company's
activities during this period of time were related to market research and
early-stage product development. Most of the expenses were related to salaries
and benefits ($133,419), professional fees ($14,976) and depreciation and
amortization ($18,716).
During the fiscal quarter ending September 30, 2000 the Company had revenues
(interest income) of $745 and incurred a net loss of $547,257. The Company's
primary activities during this quarter were related to continued product
development and customer demonstrations of its technology. Most of the expenses
were related to employee compensation ($450,029), which included non-cash stock
award compensation of $120,048 and the recording of an accrued liability charge
of $172,500 for retention bonus earned, but not yet paid, to September 30, 2000.
For more details see Note 3 of the financial statements. The other major expense
items were related to public reporting costs and professional fees ($32, 580);
travel ($17,608); and, depreciation and amortization ($22,195).
YEAR 2000/Y2K ISSUES
Because many computer and computer applications define date by the last two
digits of the year, "00" may not be properly identified as the year 2000. This
error could have resulted in miscalculations or systems failure in computer
systems, network elements, software applications and other business systems that
have time-sensitive programs.
The Company has been unaffected by the Year 2000/Y2K issues and management does
not believe there will be any Year 2000/Y2K issues in the future that will
impact its operations.
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PART II -- OTHER INFORMATION
Other than Item 5, all other items are inapplicable or the answer is
negative.
ITEM 5. OTHER EVENTS
In September 2000 NetMeasure Technology Inc. announced that it had entered into
a strategic relationship with the BC Institute of Technology's Internet
Engineering Lab (iLab). The first of its kind in Canada, this lab will provide a
secure, advanced facility for housing leading edge multi-vendor networking
equipment to be used in advanced network research. NetMeasure's flagship
product, ProbeNET, will be installed in the lab to provide a flexible,
distributed network analysis tool to help both academic and corporate
researchers with their research and development projects. NetMeasure will
benefit through receiving valuable input into its product development and
strategy, as well as increased credibility in the marketplace. It is expected
the lab will become operational during the spring / summer of 2001.
In September 2000 the Company added another member to its Technical Advisory
Board (TAB). The TAB was formed to provide feedback and guidance to the
Company's management on a number of issues, including product development,
network operations, and marketing and sales. The new member of the TAB is:
Christopher Law - Mr. Law is the Corporate Network Architect for
360networks of Vancouver, British Columbia. 360networks are the owner and
operator of a large, global fiber optic network.
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.
NETMEASURE TECHNOLOGY INC.
By /S/ RANDY VOLDENG
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RANDY VOLDENG, PRESIDENT
Date November 9, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
NETMEASURE TECHNOLOGY INC.
By /S/ RANDY VOLDENG
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RANDY VOLDENG, DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER
(Principal Executive Officer and Principal Financial Officer)
Date November 9, 2000
By /S/ JEFF PLATO
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JEFF PLATO, DIRECTOR AND VICE PRESIDENT
Date November 9, 2000