<PAGE>
U.S. Securities and Exchange Commission
WASHINGTON, D.C. 20549
Form 10-QSB
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE TRANSITION PERIOD FROM ____________ TO ___________.
Commission file no. 0-25359
CMERUN CORP.
(Name of Small Business Issuer in its Charter)
DELAWARE 91-2013692
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CABOT ROAD, HUDSON, MA 01749
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (978) 567 6800
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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: NO: /X/
As of June 30, 2000, there were 3,001,000 shares of Common Stock of the
registrant issued and outstanding.
<PAGE>
PART I -- Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
cMeRun Corp.
(A Development Stage Company)
Consolidated Balance Sheet
(unaudited)
<TABLE>
<S> <C>
At June 30, 2000
ASSETS
Current assets:
Cash and cash equivalents $1,327,657
Restricted cash 1,664,844
Employee advances 83,333
Related party prepaid expenses 270,000
Prepaid expenses and other current assets 397,880
-------
3,743,714
Property and Equipment:
Leasehold improvements 120,805
Office furniture and equipment 133,497
Computer equipment 1,165,594
-------
1,419,896
Less: Accumulated depreciation and amortization 143,198
-------
1,276,698
Other Assets:
Employee advances 151,947
Security deposits 262,180
-------
414,127
-------
Total assets $5,434,539
----------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $955,090
Due to related party 55,683
Accrued issuance costs 150,000
Accrued payroll and related costs 74,495
Other accrued expenses 250,791
Current portion of obligations under capital lease 34,821
------
1,520,880
Obligations under capital lease 95,232
Commitments and contingencies: (Note 6)
Redeemable series A convertible preferred stock
(Aggregate redemption value of $1,046,621) 1,068,174
Redeemable series B convertible preferred stock
(Aggregate redemption value of $7,326,346) 4,052,474
Redeemable series B convertible preferred stock
subscribed and fully paid (Aggregate
redemption value of $1,569,932) 1,460,428
<PAGE>
<S> <C>
Stockholders' deficit:
Common stock; $.001 par value; 50,000,000 shares
authorized, 3,001,000 issued and outstanding 3,001
Common stock subscribed 700
Additional paid-in capital 10,844,142
Unearned compensation (6,672,233)
Deficit accumulated during the development stage (6,938,259)
----------
Total stockholders' deficit (2,762,649)
----------
Total liabilities and stockholders' deficit $5,434,539
----------
</TABLE>
See notes to unaudited consolidated financial statements.
<PAGE>
cMeRun Corp.
(A Development Stage Company)
Consolidated Statement of Operations
(unaudited)
For the three months ended June 30, 2000 and cumulative from November 8,1999
(date of inception) to June 30, 2000
<TABLE>
<CAPTION>
Cumulative
from
November 8,1999
Three months (date of inception)
Ended to
JUNE 30, 2000 JUNE 30, 2000
------------- -------------
<S> <C> <C>
Revenues $-- $--
--- ---
Operating expenses
Development costs (including $234,521 and $317,075
of non-cash compensation) 600,528 851,694
General and administrative (including $503,336 and $1,092,702
of non-cash compensation) 1,815,057 3,931,237
Marketing and promotion (including $357,396 and
$746,806 of non-cash compensation) 903,970 2,225,992
------- ---------
3,319,555 7,008,923
Interest income 54,797 70,664
Income tax expense (benefit) -- --
-- --
------------ ------------
Net loss (3,264,758) (6,938,259)
Beneficial conversion feature on
convertible preferred stock and warrants
Series A convertible preferred stock and warrants (976,425)
Series B convertible preferred stock and warrants (4,122,036)
Accretion of convertible preferred stock to
redemption value
Series A convertible preferred stock (16,621) (31,416)
Series B convertible preferred stock (141,279) (253,334)
Accretion of convertible preferred stock
issuance costs
Series A convertible preferred stock (1,959) (3,703)
Series B convertible preferred stock (363,831) (680,831)
Accretion of convertible preferred stock
dividends
Series A convertible preferred stock (30,000) (56,630)
Series B convertible preferred stock (255,000) (456,699)
------------ ------------
Net loss attributable to common stockholders $(4,073,448) $(13,519,333)
------------ ------------
Basic and diluted net loss per common share
Loss per common share - basic and diluted (1.35) (4.50)
Basic and diluted weighted-average 3,001,000 3,001,000
shares outstanding
</TABLE>
See notes to unaudited consolidated financial statements.
<PAGE>
cMeRun Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders' Deficit
(unaudited)
For the three months ended June 30, 2000 and cumulative from November 8,1999
(date of inception) to June 30, 2000
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK COMMON STOCK SUBSCRIBED PAID-IN
NO. OF SHARES PAR VALUE NO. OF SHARES PAR VALUE CAPITAL
<S> <C> <C> <C> <C> <C>
Issuance of founders' stock 1,000 $1 $999
Issuance of common stock options to employees
and non-employee members of the
board of directors 203,500
Common stock subscribed 700,000 700
Stock-based compensation
Net loss
--------- ----- ------- --- -------
Balance at December 31, 1999 1,000 1 700,000 700 204,499
Merger of Fundae Acquisition Corp and
C Me Run Corp and cancellation
of 4,000,000 outstanding shares 3,000,000 3,000 (3,000)
Beneficial conversion feature related to
Series A convertible preferred stock
and warrants 976,425
Accretion of beneficial conversion feature
related to Series A convertible preferred stock
and warrants (976,425)
Beneficial conversion feature related to
Series B convertible preferred stock
and warrants 2,772,036
Accretion of beneficial conversion feature
related to Series B convertible preferred stock
and warrants (2,772,036)
Beneficial conversion feature related to Series B
convertible preferred stock subscribed and fully paid 1,350,000
Accretion of beneficial conversion feature related to
Series B convertible preferred stock subscribed and
fully paid (1,350,000)
Accretion of Series A convertible preferred stock
to redemption value (14,795)
Accretion of Series B convertible preferred stock
to redemption value (103,562)
Accretion of Series B convertible preferred stock
subscribed and fully paid
to redemption value (8,493)
Accretion of Series A convertible preferred stock
issuance costs (1,744)
Issuance of warrants to purchase common stock
to placement agent in connection with sale
of Series B convertible preferred stock 3,499,942
Accretion of Series B convertible preferred stock
issuance costs (312,753)
Accretion of Series B convertible preferred stock
subscribed and fully paid issuance costs (4,247)
Dividends accrued on Series A convertible
preferred stock (26,630)
Dividends accrued on Series B convertible
preferred stock (186,411)
Dividends accrued on Series B convertible
preferred stock subscribed and fully paid (15,288)
Issuance of stock options to employees and
non-employee members of the board of
directors 3,312,250
Stock-based compensation
Issuance of common stock subscriptions
in connection with advertising services 500,000
Issuance of warrants to purchase common
stock in connection with financial advisory services 926,582
<PAGE>
<S> <C> <C> <C> <C> <C>
Amortization of unearned compensation
Change in market value of common stock subscriptions
and warrants issued in connection with
advertising and financial advisory services 1,967,898
Net Loss
--------- ------ ------- ---- ----------
Balance at March 31, 2000 3,001,000 3,001 700,000 700 9,734,248
Accretion of Series A convertible preferred stock
to redemption value (16,621)
Accretion of Series B convertible preferred stock
to redemption value (116,347)
Accretion of Series B convertible preferred stock
subscribed and fully paid
to redemption value (24,932)
Accretion of Series A convertible preferred stock
issuance costs (1,959)
Accretion of Series B convertible preferred stock
issuance costs (351,365)
Accretion of Series B convertible preferred stock
subscribed and fully paid issuance costs (12,466)
Dividends accrued on Series A convertible
preferred stock (30,000)
Dividends accrued on Series B convertible
preferred stock (210,000)
Dividends accrued on Series B convertible
preferred stock subscribed and fully paid (45,000)
Issuance of stock options to employees and non-employee
members of the board of directors 2,860,175
Stock-based compensation
Amortization of unearned compensation
Change in market value of common stock subscriptions
and warrants issued in connection with
advertising and financial advisory services, and change in
market value of options issued to consultants, independent
representatives and other non-employees (941,591)
Net Loss --------- ------ ------- ---- -----------
Balance at June 30, 2000 3,001,000 $3,001 700,000 $700 $10,844,142
--------- ------ ------- ---- -----------
</TABLE>
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE
UNEARNED DEVELOPMENT
COMPENSATION STAGE
<S> <C> <C>
Issuance of founders' stock
Issuance of common stock options to employees
and non-employee members of the
board of directors $(203,500)
Common Stock Subscribed
Stock-based compensation 29,370
Net loss $(377,678)
-------- ---------
Balance at December 31, 1999 (174,130) (377,678)
Merger of Fundae Acquisition Corp and
C Me Run Corp and cancellation
of 4,000,000 outstanding shares
Beneficial conversion feature related to
Series A convertible preferred stock
and warrants
Accretion of beneficial conversion feature
related to Series A convertible preferred stock
and warrants
Beneficial conversion feature related to
Series B convertible preferred stock
and warrants
Accretion of beneficial conversion feature
related to Series B convertible preferred stock
and warrants
Beneficial conversion feature related to Series B
convertible preferred stock subscribed and fully paid
Accretion of beneficial conversion feature related to
Series B convertible preferred stock subscribed and
fully paid
Accretion of Series A convertible preferred stock
to redemption value
Accretion of Series B convertible preferred stock
to redemption value
Accretion of Series B convertible preferred stock
subscribed and fully paid
to redemption value
Accretion of Series A convertible preferred stock
issuance costs
Issuance of warrants to purchase common stock
to placement agent in connection with sale
of Series B convertible preferred stock
Accretion of Series B convertible preferred stock
issuance costs
Accretion of Series B convertible preferred stock
subscribed and fully paid issuance costs
Dividends accrued on Series A convertible
preferred stock
Dividends accrued on Series B convertible
preferred stock
Dividends accrued on Series B convertible
preferred stock subscribed and fully paid
Issuance of stock options to employees and
non-employee members of the board of
directors (3,312,250)
Stock-based compensation 279,755
Issuance of common stock subscriptions
in connection with advertising services (500,000)
Issuance of warrants to purchase common
stock in connection with financial advisory services (926,582)
Amortization of unearned compensation 752,205
Change in market value of common stock subscriptions
and warrants issued in connection with
advertising and financial advisory services (1,967,898)
Net Loss (3,295,823)
----------- -----------
Balance at March 31, 2000 (5,848,900) (3,673,501)
Accretion of Series A convertible preferred stock
to redemption value
Accretion of Series B convertible preferred stock
to redemption value
Accretion of Series B convertible preferred stock
subscribed and fully paid
to redemption value
Accretion of Series A convertible preferred stock
issuance costs
Accretion of Series B convertible preferred stock
issuance costs
Accretion of Series B convertible preferred stock
subscribed and fully paid issuance costs
Dividends accrued on Series A convertible
preferred stock
Dividends accrued on Series B convertible
preferred stock
Dividends accrued on Series B convertible
preferred stock subscribed and fully paid
Issuance of stock options to employees and non-employee
members of the board of directors (2,860,175)
Stock-based compensation 481,670
Amortization of unearned compensation 613,581
Change in market value of common stock subscriptions
and warrants issued in connection with
advertising and financial advisory services, and change in
market value of options issued to consultants, independent
representatives and other non-employees 941,591
Net Loss (3,264,758)
----------- -----------
Balance at June 30, 2000 $(6,672,233) $(6,938,259)
----------- -----------
</TABLE>
See notes to unaudited consolidated financial statements.
<PAGE>
cMeRun Corp.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(unaudited)
For the three months ended June 30, 2000 and cumulative from November 8,1999
(date of inception) to June 30, 2000
<TABLE>
<CAPTION>
CUMULATIVE
FROM
NOVEMBER 8, 1999
THREE MONTHS (DATE OF INCEPTION)
ENDED TO
JUNE 30, 2000 JUNE 30, 2000
------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,264,758) $(6,938,259)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 67,539 143,199
Amortization of unearned compensation 613,582 1,365,787
Stock-based compensation 481,670 790,795
Changes in operating assets and liabilities:
Employee Advances (83,333)
Related party prepaid expenses 180,000 (270,000)
Prepaid expenses and other current assets (26,836) (667,880)
Accounts payable 346,256 955,243
Accrued payroll and related costs 27,530 74,495
Accrued expenses 50,792 250,792
Other assets (62,558) (414,127)
----------- -----------
Net cash used in operating activities (1,586,783) (4,793,288)
Cash flows used in investing activities:
Additions to property and equipment (562,147) (1,149,897)
----------- -----------
Net cash used for investing activities (562,147) (1,149,897)
Cash flows from financing activities:
Restricted cash 110,156 (1,664,844)
Advances from related party 2,375,011
Repayment of advances from related party (225,630) (2,317,781)
Borrowings under equipment leasing lines 130,053 130,053
Proceeds from issuance of common stock 0 0
Proceeds from issuance of series A preferred stock, net 0 976,425
of issuance costs
Proceeds from issuance of series B preferred stock, net 0 6,271,978
of issuance costs
Proceeds from preferred stock subscription 0 1,500,000
----------- -----------
Net cash provided by financing activities 14,579 7,270,842
Increase in cash and cash equivalents (2,134,351) 1,327,657
Cash and cash equivalents at beginning of period 3,462,008 0
----------- -----------
Cash and cash equivalents at end of period $1,327,657 $1,327,657
----------- -----------
Summary of noncash financing and investing activities:
Issuance of common stock subscriptions in connection
with advertising services $(293,750) $825,000
----------- -----------
Issuance of common stock warrants in connection
with financial advisory services $(647,841) $1,627,889
----------- -----------
Issuance of stock options to employees, officers and directors $2,860,175 $6,375,925
----------- -----------
Issuance of common stock warrants in connection
with fee for Series B convertible preferred stock $3,499,942
----------- -----------
</TABLE>
See notes to unaudited consolidated financial statements.
<PAGE>
cMeRun Corp.
(A Development Stage Company)
Notes to Consolidated Financial Statements for the three months ended June 30,
2000 and for the period November 8, 1999 (date of inception) to June 30, 2000
1. NATURE OF BUSINESS, PRINCIPLES OF CONSOLIDATION, AND BASIS OF PRESENTATION
Nature of Business
cMeRun Corp. (the "Company") is an application service provider whose strategy
is to operate internet computing whereby consumers will be able to access
brand-name software and store files via a secure web browser through their
favorite Internet Service Provider ("ISP") or using almost any internet-ready
device.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, C Me Run Acquisition Corp., ("CAC"). All
intercompany accounts and transactions have been eliminated in consolidation.
The Company was incorporated under the name Fundae Corporation ("Fundae") on
March 16, 1995 under the laws of the State of Florida. From inception to
December 1999, the Company conducted minimal business operations except for
organizational and capital raising activities.
On December 2, 1999, Fundae changed its name to cmerun, Inc. in anticipation of
a potential transaction with a privately held applications service provider, C
Me Run Corp. On December 29, 1999, the Company reincorporated in the State of
Delaware through the merger of the Company with and into its wholly-owned
subsidiary, Fundae Acquisition Corporation.
On January 31, 2000, Fundae Merger Sub, Inc., a wholly-owned subsidiary of
the Company, merged with and into C Me Run Corp. The merger was a
stock-for-stock transaction accounted for as a reverse merger in which the
shareholders of C Me Run Corp. received an aggregate of 1,000 shares of
common stock, 2,000,000 shares of Series A Convertible Preferred Stock and
2,333,333 shares of Series B Convertible Preferred Stock. Prior to the
merger, the Company had 7,000,000 shares of common stock outstanding. In
connection with the merger, the Company exercised a right to purchase for
cancellation, 4,000,000 shares of its common stock for a total consideration
of $1.00 with a resulting 3,001,000 shares of common stock issued and
outstanding.
On February 2, 2000, C Me Run Corp. merged with and into the Company and in
connection with the merger, the Company changed its name to C Me Run Corp.
<PAGE>
Basis of Presentation
The Company currently has not commenced its principal operations and in
accordance with Statement of Financial Accounting Standards (SFAS) No. 7
"Accounting and Reporting by Development Stage Enterprises," is considered a
development stage company for financial reporting purposes.
Since inception, the Company had limited operations and incurred a net loss of
$(3,264,758) and a cumulative net loss of $(6,938,259) from November 8, 1999
(date of inception) to June 30, 2000. Funding of these losses to date was
provided principally by the proceeds from the sale of the Series A and Series B
Convertible Preferred Stock.
Since inception, the Company has focused its efforts on building an
infrastructure, marketing efforts, and service development. The Company is
refining its service offering and building an infrastructure to prepare for the
anticipated rapid growth to meet its expected customer needs. In addition, with
the Company's unique approach of offering its programs, significant expenditures
were incurred relating to promoting its services and its potential benefits.
At June 30, 2000, the Company had available cash of approximately $1,330,000
and restricted cash of $1,665,000. Management anticipates that pending the
issuance of the Series B Convertible Preferred Stock that is subscribed and
fully paid $1,500,000 of the restricted cash will be available for its
capital needs. Based upon the current level of expenditures, management
expects that additional financing will be required to continue operations
after the Company's fiscal year-end.
In order to meet its cash requirements through for the next twelve months,
management intends to seek financing from a number of sources. With the expected
registration of additional shares of its common stock, a significant number of
warrants currently outstanding could be exercised for the purchase of common
stock. Depending upon the number of warrants exercised, this could provide up to
an additional $5,500,000 of cash to the Company. In conjunction with its
equipment requirements, management is in discussion with certain vendors to
provide an equity investment in the Company.
In addition to these sources, management is considering alternative sources
including additional private debt or equity capital or a potential sale of
public equity.
The accompanying consolidated financial statements have been prepared on a
going-concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
yet to generate revenues, and accordingly, is subject to a number of risks.
Principal among these risks are the successful development and marketing of its
service, competition from other companies, and the ability to raise additional
financing as required. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
2. SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated financial statements of the Company. have been
prepared in accordance with accounting principles generally accepted in the
United States of America. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a
fair presentation of the interim financial statements have been included.
Fiscal Year
The Company's fiscal year ends September 30.
Use of Estimates
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of
three months or less at the date of purchase to be cash equivalents. The Company
invests its excess cash in money market funds, which invest in U.S. Government
securities and are subject to minimal credit and market risk.
<PAGE>
Prepaid Expenses
Prepaid expenses are carried at cost and consist principally of advance payments
for trade shows and license agreements which benefit more than one period. The
amounts are charged to expense when the trade show takes place and for the
license agreements over the term of the agreement.
Property and Equipment
Property and equipment is carried at cost. Depreciation and amortization is
computed using the straight-line method over the estimated useful lives of the
related assets. The estimated useful life for leasehold improvements is five
years or the remaining life of the lease, whichever is shorter and the estimated
useful life for furniture and equipment and computer equipment is three years.
Maintenance and repair costs are expensed as incurred.
Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109
"Accounting for Income Taxes". Under SFAS No. 109, deferred tax liabilities and
assets are recognized for the estimated tax effects of temporary differences
between the carrying amounts and tax bases of assets and liabilities and for
loss carryforwards based on enacted tax law and rates.
Net Loss Per Common Share
Basic loss per share is computed using the weighted-average number of common
shares outstanding. Shares issued in the reverse acquisition have been
treated as outstanding since inception. Diluted loss per common share
reflects the potential dilution if common equivalent shares outstanding
(preferred shares, warrants and options ) were exercised or converted into
common stock unless the effects are antidilutive. All common stock
equivalents (4,833,333 preferred shares, 2,915,000 warrants to purchase
common stock, 50,000 shares of common stock subscribed, 2,078,700 options to
purchase common stock, and 700,000 shares of common stock subscribed at June
30, 2000) that were outstanding for the periods presented were not included
in the computation of loss per common share due to a net loss on all periods
presented, and, therefore, their effect would be antidilutive.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to significant
concentration of credit risk, consist of cash and cash equivalents. The Company
places its investments in highly rated financial institutions which are backed
by the U.S. Government.
Long-lived assets
On an ongoing basis, the Company evaluates the carrying value of its long-lived
assets based upon estimated future non-discounted cash flows relying on a number
of factors, including operating results, business plans and certain economic
projections. In addition, the Company's evaluation considers non-financial data
such as changes in the operating environment, competitive information, market
trends and business relationships.
Advertising Costs
The Company accounts for advertising costs in accordance with Statement of
Position 93-7 "Reporting on Advertising Costs". Accordingly, advertising costs
are expensed as incurred.
Web Site Development Costs
The Company accounts for web site development costs in accordance with Emerging
Issues Task Force Statement No. 00-2 "Accounting for Web Site Development
Costs." Accordingly, costs incurred to date relating to web site development
have been expensed.
Comprehensive Income
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130
"Reporting Comprehensive Income," which requires companies to report the changes
in their net assets during the period from nonowner sources by major components
and as a single total. The Company had no reportable comprehensive income items
to report, other than net loss, for the three months ended June 30, 2000 and for
the period November 8, 1999 (date of inception) to June 30, 2000.
Stock based compensation
The Company is subject to the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"). Under the provisions of this standard,
employee and director stock-based compensation expense is measured using either
the intrinsic-value method as prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), or the fair value
method described in SFAS 123. Companies choosing the intrinsic value method are
required to disclose the pro forma impact of the fair value method on net
income. The Company has elected to account for its employee and director
stock-based awards under the provisions of APB 25. Under APB 25, compensation
cost for stock options is measured as the excess, if any, of the fair value of
the underlying common stock on the date of grant over the exercise price of the
stock option. The Company has disclosed the required pro forma effect on the net
loss in Note 9.
The Company accounts for stock options granted to consultants, independent
representatives and other non-employees in accordance with SFAS No. 123 and EITF
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services."
<PAGE>
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
defines derivatives, requires that all derivatives be carried at fair value, and
provides for hedge accounting when certain conditions are met. The Company is
required to adopt this statement effective January 1, 2001. Management does not
expect the implementation to have a significant impact on the consolidated
financial statements of the Company.
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101") which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101A was released on
March 24, 2000 and deferred the effective date to no later than the second
fiscal quarter beginning after December 15, 1999. In June 2000, the SEC issued
SAB 101B which delays the implementation date of SAB 101 until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB 101
requires companies to report any changes in revenue recognition as a cumulative
change in accounting principle at the time of implementation in accordance with
Accounting Principles Board Opinion No. 20, "Accounting Changes". Management
does not expect the implementation to have a significant impact on the
consolidated financial statements of the Company.
In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation - an Interpretation of APB
Opinion No. 25" ("FIN 44"). FIN 44 is generally effective for transactions
occurring after July 1, 2000 but applies to repricings and some other
transactions after December 15, 1998. The Company believes this interpretation
will not have a significant effect on its consolidated financial statements.
3. RESTRICTED CASH
In March, 2000, the Company received $1,500,000 in connection with the sale of
500,000 shares of Series B Convertible Preferred Stock (the "Series B Stock").
At June 30, 2000 the issuance had not been completed, pending certain actions to
be completed by the Company. Accordingly, the funds received have been
classified in restricted cash. In addition, restricted cash also includes
$75,000 to secure a leasing line of credit with a bank, which was fully borrowed
at June 30, 2000 and approximately $90,000 to secure a letter of credit in favor
of the landlord of the Company's headquarters in Hudson, MA.
4. EMPLOYEE ADVANCES
In connection with their employment agreements, the Company granted two officers
non-interest bearing loans. The first loan of $20,000 is payable on demand. The
second loan of $250,000 will be forgiven in equal amounts over a three-year
period on the condition that employment continues and is being amortized on a
monthly basis. Approximately $21,000 was included in general and administrative
expenses for the three months ended June 30, 2000.
5. REDEEMABLE PREFERRED STOCKS
Series A Convertible Preferred Stock
On January 12, 2000, the Company issued 2,000,000 shares of Series A Convertible
Preferred Stock ("Series A Stock"), par value $.001 per share, for $1,000,000.
Issuance costs of $23,575 are being accreted to the carrying value of the Series
A Stock over the period to the stock's scheduled redemption date of January 11,
2003. The Company is authorized to issue 10,000,000 total shares of preferred
stock.
<PAGE>
Series B Convertible Preferred Stock
On January 28, 2000, the Company issued 2,333,333 shares of Series B
Convertible Preferred Stock ("Series B Stock"), par value $.001 per share,
for $6,999,999. Issuance costs of $4,227,963 include $3,499,942 related to
warrants to purchase 400,000 shares of common stock at a price of $2.50 per
common share and legal and brokerage fees of $728,021 which are being
accreted to the carrying value of the Series B Stock over the period to the
stock's scheduled redemption date of January 11, 2003.
The rights and preferences of each of the classes of preferred stock are as
follows:
Liquidation - In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company, before any
distributions are made to the holders of any classes of stock ranking junior to
the Series A and Series B Stock, the Series A shareholders will be entitled to
be paid an amount equal to the preference value of $.50 per share and the Series
B shareholders will be entitled to be paid an amount equal to the preference
value of $3.00 per share. After such distribution, any remaining assets
available for distribution shall be distributed to the holders of shares of
Series A Stock and Series B Stock and holders of Common Stock pro rata based on
the total number of shares held by each holder on a fully-converted basis. If
the assets are not sufficient to generate cash sufficient to pay in full the
Series A and Series B preference values, then the Series A and Series B
shareholders will be entitled to share ratably in any distribution of cash
generated by assets in accordance with the respective amounts that would have
been payable in such distribution if the amounts to which the holders of the
Series A and Series B Stock are paid in full.
Conversion - The Series A Stock has a preference value of $.50 per share and is
convertible at the option of the holder at any time prior to the redemption date
into the number of shares of common stock of the Company as determined by
dividing the preference value by the conversion price then in effect. The Series
B Stock has a preference value of $3.00 per share and is convertible at the
option of the holder at any time prior to the redemption date into the number of
shares of common stock of the Company as is determined by dividing the
preference value by the conversion price then in effect.
Dividends - The holders of the Series A and Series B Stock are entitled to
receive cumulative dividends at the rate of 12% of the preference value per
share payable in quarterly installments in cash or shares of common stock.
Voting Rights - The holders of the Series A and Series B Stock and the holders
of the common stock shall be entitled to vote as a single class. Each holder of
Series A or Series B Stock shall have one vote for each full share of common
stock into which the Series A and Series B Stock would be convertible on the
record date for the vote.
Redemption - If not converted to common stock by the holders prior to the
redemption date of January 11, 2003, the Series A and Series B Stock shall be
redeemed by the Company at a redemption price of 120% of the preference value,
plus all accumulated and unpaid dividends accrued as of the redemption date.
Beneficial Conversion Feature - The entire value of the Series A Stock was
allocated to the beneficial conversion feature based on the difference between
the conversion price of $.50 per share and the estimated fair value of the
common stock of approximately $2.9 million at the date that the preferred stock
was issued. This amount, however, was limited to the value of the proceeds
received from issuing the beneficial convertible security. As the Series A Stock
is immediately convertible, the Company also recorded accretion of the entire
amount to additional paid-in capital. Similarly, the entire value of the Series
B Stock was allocated to the beneficial conversion feature based on the
difference between the conversion price of $3.00 per share and the estimated
fair value of the common stock of approximately $16.3 million at the date that
the preferred stock was issued. This amount, however, was limited to the value
of the proceeds received from issuing the beneficial convertible security. As
the Series B Stock is immediately convertible, the Company also recorded
accretion of the entire amount to additional paid-in capital.
The Company allocated $976,425 and $2,772,036 to the beneficial conversion
feature of the Series A Stock and warrants and Series B Stock and warrants,
respectively, net of issuance costs. The Company allocated $1,350,000 to the
beneficial conversion feature of the Series B Stock subscribed and fully paid.
Preferred Stock Subscribed
During the period, the Company received $1,500,000 in connection with the
issuance of an additional 500,000 shares of the Series B Stock. At June 30,
2000, the shares have not been issued, pending the issuance of the Series B
share certificates. Accordingly, the funds received have been classified in
restricted cash and the shares have been recorded as fully paid and subscribed
in the accompanying financial statements. Issuance costs of $150,000 have been
recorded as a reduction of the proceeds from the sale.
Registration Rights Agreements
The registration rights agreements between the Company and the Series A and
Series B shareholders require the Company to register common stock underlying
the convertible preferred stock prior to May 19, 2000 (the "Registration
Date") in the form of a registration statement and to keep the registration
statement continuously effective for a period of the earlier of two years or
until there are no additional securities required to be registered. In the
event that the Company does not file a registration statement prior to the
30th day following the Registration Date, or if any registration statement
has not been declared effective on or prior to the 120th day following the
Registration Date, the Company will be required to pay liquidated damages in
the amount of 2% per month of the proceeds from the sale of the preferred
stock, or approximately $190,000 per month. The Company has received a waiver
from certain of the Series A and Series B shareholders, representing 60% of
the total preferred shares, amending the Registration Date to August 19, 2000.
<PAGE>
6. COMMITMENTS
The Company leases certain property and equipment under non-cancellable
operating and capital leases expiring at various dates through 2005. At June 30,
2000, future minimum payments under non-cancelable operating and capital leases
are as follows:
Operating leases:
<TABLE>
<S> <C>
July 1, 2000 - September 30, 2000 $ 88,685
October 1, 2000 - September 30, 2001 354,740
October 1, 2001 - September 30, 2002 363,499
October 1, 2002 - September 30, 2003 372,258
October 1, 2003 - September 30, 2004 372,258
October 1, 2004 and thereafter 186,129
----------
$1,737,569
----------
Capital leases:
July 1, 2000 - September 30, 2000 $ 12,095
October 1, 2000 - September 30, 2001 50,032
October 1, 2001 - September 30, 2002 50,032
October 1, 2002 - September 30, 2003 34,038
October 1, 2003 - September 30, 2004 9,086
October 1, 2004 and thereafter 6,057
----------
Total minimum lease payments 161,343
Amounts representing interest 31,290
----------
Present value of net minimum payments 130,053
Less: current portion 34,821
----------
Long-term portion 95,232
----------
</TABLE>
Rent expense was $108,300 for the three months ended June 30, 2000 and $186,363
for the period from November 8, 1999 (date of inception) to June 30, 2000. The
lease for the Company's facility in Hudson, Massachusetts expires on March 31,
2005. The Company has the option to extend the term for an additional five years
at a fair market value rate.
Certain employees of the Company are under employment agreements that provide
for compensation in the event of voluntary or involuntary termination. Terms
under these arrangements range from three to twelve months with aggregate
compensation of $629,750. Total salaried compensation on an annual basis for
those employees that are under employment agreements at June 30, 2000 is
$877,000.
7. RELATED PARTY TRANSACTIONS
From the date of incorporation through the sale of its convertible preferred
stock, the working capital requirements of the Company were financed
principally by Chell.com Inc., a Calgary, Alberta based incubator of internet
related companies. The Chairman of Chell.com is also the Vice Chairman of the
Company. During this period, Chell.com advanced approximately $1,654,000 to
the Company of which approximately $56,000 is still outstanding at June 30,
2000.
On November 15, 1999, Chell.com Inc. and the Company entered into a consulting
agreement whereby Chell.com Inc. would supply certain services in the areas of
corporate strategy, human resources, corporate finance, communications and
hiring outside consultants to the Company for a one-year period. The fee for
this service was $720,000 per annum payable in advance of which $180,000 was
expensed for the three months ended June 30, 2000 and $450,000 for the period
from November 8, 1999 to June 30, 2000. At June 30, 2000, a balance of $270,000
is included in prepaid expenses related to the remaining contract term.
The Series B Stock was sold to an entity in which the Vice Chairman, a
principal shareholder of the Company, has an ownership interest.
<PAGE>
8. INCOME TAXES
The income tax benefit differs from the amount computed by applying the U. S.
federal statutory tax rate and effective state tax rate (39%) to the loss before
income taxes for the following reasons:
<TABLE>
<CAPTION>
CUMULATIVE FROM
THREE MONTHS NOVEMBER 8, 1999
ENDED (DATE OF INCEPTION) TO
JUNE 30, 2000 JUNE 30, 2000
------------- -------------
<S> <C> <C>
Income tax benefit at U. S. statutory rate $1,934,687 $4,467,024
Change in deferred tax valuation allowance 1,934,687 4,467,024
--------- ---------
Income tax benefit $0 $0
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amount used for income tax purposes. The components of the
Company's deferred tax assets are as follows:
Deferred tax assets:
<TABLE>
<CAPTION>
CUMULATIVE FROM
THREE MONTHS NOVEMBER 8, 1999
ENDED (DATE OF INCEPTION) TO
JUNE 30, 2000 JUNE 30, 2000
------------- -------------
<S> <C> <C>
Stock-based compensation $1,088,580 $2,062,170
Start-up costs 0 9,750
Operating loss carryforwards 846,107 1,855,104
------- ---------
Net deferred tax assets 1,934,687 4,467,024
Valuation allowance (1,934,687) (4,467,024)
---------- -----------
Net deferred tax assets 0 0
</TABLE>
The Company has provided a valuation allowance for the full amount of the
deferred tax assets as it is not more likely than not that this asset will be
realized.
The Company has a net operating loss carryforward of $4,756,024 which expires in
2020.
9. STOCKHOLDERS' EQUITY
Common Stock
On January 31, 2000, Fundae Merger Sub, Inc., a wholly-owned subsidiary of
the Company, merged with and into C Me Run Corp. The merger was a
stock-for-stock transaction accounted for as a reverse merger in which the
shareholders of C Me Run Corp. received an aggregate of 1,000 shares of
common stock, 2,000,000 shares of Series A Convertible Preferred Stock and
2,333,333 shares of Series B Convertible Preferred Stock. Prior to the
merger, the Company had 7,000,000 shares of common stock outstanding. In
connection with the merger, the Company exercised a right to purchase for
cancellation, 4,000,000 shares of its common stock for a total consideration
of $1.00 with a resulting 3,001,000 shares of common stock issued and
outstanding.
<PAGE>
On January 28, 2000, the Company entered into an advertising agency agreement
to promote public awareness of the Company. As consideration for such
services, the Company will grant the advertising agency 50,000 restricted
shares of common stock of which 25,000 will have piggyback registration
rights. The term of the agreement is six months with an option to renew by
the Company. In connection with this agreement, the Company recorded a
noncash charge of $1,118,750 to unearned compensation to be expensed over the
term of the agreement. The Company has not yet issued the common stock and as
such has remeasured the value of the common stock as of June 30, 2000 and has
adjusted compensation expense for the period ended June 30, 2000 to $825,000.
For the three months ended June 30, 2000, $314,583 and for the period
November 8, 1999 to June 30, 2000 $687,500 was amortized and recorded in
selling expenses.
Common Stock Warrants
In connection with the issuance of 2,000,000 shares of Series A Stock, the
Company issued warrants to purchase 1,000,000 shares of the Company's common
stock at a price of $1.00 per share. Such warrants have a term of 48 months
and are exercisable immediately.
In connection with the issuance of 2,333,333 shares of Series B Stock, the
Company issued warrants to purchase 1,400,000 shares of the Company's common
stock at a price of $2.50 per share. Such warrants have a term of 48 months
and are exercisable immediately.
On February 1, 2000, the Company entered into an agreement with a firm to
provide general corporate financial advisory and investor and media relations
needs. As consideration for these services, the Company will grant the firm
warrants to purchase 115,000 shares of common stock at $5.00 per share with
registration for 50% of the warrants originally scheduled for June 30, 2000
and the remaining 50% by December 31, 2000. The agreement also provides for a
retainer of $9,000 per month and a percentage fee of up to 5% of the value
level of certain transactions involving business development and technology
licensing, and mergers and acquisitions completed by the Company and a
success fee of 7% (plus warrant coverage, at sale price of the common stock,
of 10%) for advising the Company with respect to financing strategy,
including public and private equity and debt. The term of the agreement is
one year with an option to renew by the Company. In connection with this
agreement, the Company recorded a noncash charge of $2,275,730 to unearned
compensation to be expensed over the term of the agreement. The Company has
not yet issued the warrants and as such has remeasured the value of the
warrants as of June 30, 2000 and has adjusted compensation expense for the
period ended June 30, 2000 to $1,627,889. For the three months ended June 30,
2000 $298,999 and for the period November 8, 1999 to June 30, 2000 $678,287
was amortized and recorded in general and administrative expenses.
In connection with the sale of the Series B Stock, the selling agent received
warrants to purchase 400,000 shares of the Company's common stock at $2.50 per
share which expire in January, 2004. The estimated fair market value of the
warrant of $3,499,942 has been recorded as a reduction of the proceeds from the
sale of the Series B Stock. The warrants are exercisable immediately and,
accordingly, the Company also recorded accretion of the entire amount to the
carrying value of the Series B stock. The registration rights agreement between
the Company and the selling agent requires the Company to register common stock
underlying the warrants prior to May 19, 2000 (the "Registration Date") in the
form of a registration statement and to keep the registration statement
continuously effective for a period of the earlier of two years or until there
are no additional securities required to be registered. In the event that the
Company does not file a registration statement prior to the 30th day following
the Registration Date, or if any registration statement has not been declared
effective on or prior to the 120th day following the Registration Date, the
Company will be required to pay liquidated damages in the amount of 2% per month
of the aggregate proceeds to the Company upon conversion of the warrants, or
approximately $20,000 per month. The Company has received a waiver from the
selling agent, amending the Registration Date to August 19, 2000.
Common Stock Subscribed
In November and December 1999, two of the Company's founders entered into
agreements under which they were to receive 700,000 shares of common stock at
par value. As these have not yet been issued, they are reported as common
stock subscribed in the accompanying financial statements.
<PAGE>
STOCK OPTIONS
The Company has granted options to purchase its common stock under board
resolutions
The Company has computed the value of all compensatory options granted as
prescribed by SFAS No. 123, using the Black-Scholes option-pricing model for pro
forma disclosure purposes.
The following assumptions were used to value grants issued:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 2000 Cumulative from November 8, 1999 (date of
inception) to June 30, 2000
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Risk-free interest rate (range) 5.09% - 5.71% 5.09% - 5.71%
-----------------------------------------------------------------------------------------------------------------------------------
Expected dividend yield 0.0% 0.0%
-----------------------------------------------------------------------------------------------------------------------------------
Expected lives 1 - 3 years 1 - 3 years
-----------------------------------------------------------------------------------------------------------------------------------
Expected stock volatility 186.78% 186.78%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Had compensation costs for compensatory options been determined consistent with
SFAS No. 123, the Company's net loss and loss per share information reflected in
the accompanying consolidated statements of operation would have been reduced to
the following pro forma amounts:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 2000 Cumulative from November 8, 1999 (date of
inception) to June 30, 2000
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net loss attributable to common shareholders:
-----------------------------------------------------------------------------------------------------------------------------------
As reported $ (4,073,448) $(13,519,333)
-----------------------------------------------------------------------------------------------------------------------------------
Pro forma (4,615,482) (14,492,384)
-----------------------------------------------------------------------------------------------------------------------------------
Net loss per common share:
-----------------------------------------------------------------------------------------------------------------------------------
As reported (1.35) (4.50)
-----------------------------------------------------------------------------------------------------------------------------------
Pro forma (1.54) (4.83)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Three Months Ended June 30, 2000
A summary of the status of the Company's stock option plans as of June 30, 2000
and changes during the three-month period ended June 30, 2000 is presented
below:
<TABLE>
<CAPTION>
----------------------------------------------------
Weighted Weighted
Average Average
Exercise Fair
Number of Price Value
Shares $ $
----------------- ---------------- -----------------
<S> <C> <C> <C>
Options outstanding, beginning of period -- -- --
Granted 1,713,500 4.88 5.23
Cancelled -----------------
Options outstanding, at March 31, 2000 1,713,500 4.88 5.23
=================
Granted 365,200 5.00 7.83
Cancelled 0
-----------------
Options outstanding, at June 30, 2000 2,078,700 4.90 6.39
=================
</TABLE>
The following table summarises outstanding and exercisable options as of June
30, 2000:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Total Options Outstanding Options Exercisable
----------------------------------------------------------------------------------------------------------------
Weighted
Average Weighted Weighted
Number Remaining Average Number Average
Range of Outstanding Contractual Exercise Exercisable Exercise
Exercise Prices June 30, Life Price June 30, Price
2000 (Years) 2000
$ $ $
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1.00 50,000 9.54 1.00 -- --
5.00 2,028,700 9.54 5.00 -- --
================= ================
1.00 to 5.00 2,078,700 9.54 4.90 -- --
================= ================
</TABLE>
<PAGE>
DEFERRED STOCK COMPENSATION
As discussed in Note 1, the Company accounts for its stock-based awards to
employees using the intrinsic value method in accordance with APB No. 25.
Accordingly, the Company recorded deferred compensation expense equal to the
difference between the grant price and deemed fair value of the Company's
common stock for options granted. Such deferred compensation expense
aggregated $481,670 and $790,795 for the three months ended June 30, 2000 and
for the period November 8, 1999 (date of inception) to June 30, 2000,
respectively, and is being amortized to expense over the service period
associated with the options.
10. ALBERTA TRANSACTION
On February 2, 2000, C Me Run Corp. merged with and into the Company and in
connection with the merger, the Company changed its name to CMeRun Corp.
As a result of the merger, the Company became obligated to acquire C Me Run
Alberta, Ltd. ("Alberta") pursuant to the terms of an acquisition agreement
between the Company, Alberta and CAC (the "Alberta Agreement").
Alberta was incorporated in Canada in November, 1999 in anticipation of the
merger of C Me Run Corp. and Fundae Merger Sub, Inc. Alberta was established as
a mechanism to transfer equity in the Company, following the merger to certain
of C Me Run Corp.'s Canadian founders and other Canadian individuals in
consideration of tax consequences.
The Alberta Agreement provided that the Company would become obligated to
issue, (i) upon exchange of certain exchangeable shares of CAC, an aggregate
of 2,650,000 shares of common stock and (ii) to certain employees and other
parties options to purchase an aggregate of 325,000 shares of common stock
with an exercise price of $1.00 per share, and options to purchase an
aggregate of 1,295,000 shares of common stock with an exercise price of $5.00
per share. The Alberta Agreement expressly provided that the Company had the
right to terminate the agreement if the merger was not consummated by April
30, 2000.
On November 6, 2000, the Company terminated the Alberta Agreement and
subsequently entered into a settlement agreement whereby the Company agreed
to grant to Alberta options to purchase 1,100,000 shares of common stock,
vesting in equal annual amounts over 3 years, at an exercise price equal to
the fair market value of the stock. In exchange for the foregoing, the
Company received, among other things, a release from Alberta and certain
other parties.
Under separate agreements, the Company agreed to issue to certain of the
Company's employees, officers and directors that were to receive
consideration upon the acquisition of Alberta options to purchase 50,000
shares of common stock with an exercise price of $1.00 per share, options to
purchase an aggregate of 845,000 shares of common stock with an exercise
price of $5.00 per share and options to purchase an aggregate of 725,000
shares of common stock with a nominal exercise price.
Item 2. Management's Discussion and Analysis or Plan of Operation,
Financial Condition and Results of Operation
Overview
The Company was incorporated under the name Fundae Corporation ("Fundae") on
March 16, 1995 under the laws of the State of Florida. From inception to
December 1999, the Company conducted minimal business operations except for
organizational and capital raising activities.
On December 2, 1999, Fundae changed its name to cmerun, Inc. in anticipation of
a potential transaction with a privately held applications service provider, C
Me Run Corp. On December 29, 1999, the Company reincorporated in the State of
Delaware through the merger of the Company with and into its wholly-owned
subsidiary, Fundae Acquisition Corporation.
On January 31, 2000, Fundae Merger Sub, Inc., a wholly-owned subsidiary of
the Company, merged with and into C Me Run Corp. The merger was a
stock-for-stock transaction accounted for as a reverse merger in which the
shareholders of C Me Run Corp. received an aggregate of 1,000 shares of
common stock, 2,000,000 shares of Series A Convertible Preferred Stock and
2,333,333 shares of Series B Convertible Preferred Stock. Prior to the
merger, the Company had 7,000,000 shares of common stock outstanding. In
connection with the merger, the Company exercised a right to purchase for
cancellation, 4,000,000 shares of its common stock for a total consideration
of $1.00 with a resulting 3,001,000 shares of common stock issued and
outstanding.
The Company's consolidated financial statements have been prepared on a
going-concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
yet to generate revenues, and accordingly, is subject to a number of risks.
Principal among these risks are the successful development and marketing of its
service, competition from other companies, and the ability to raise additional
financing as required. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
<PAGE>
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future are forward-looking
statements. Such forward-looking statements are subject to risks and
uncertainties, including, without limitation:
- the Company's ability to obtain adequate capital to affect its
operations, marketing and acquisition strategies;
- limited or delayed client acquisition or increases in client
acquisition costs;
- the Company's ability to retain clients, sellers and suppliers
and attract new clients, sellers and suppliers cost-effectively;
- changes in the Company's pricing policies or those of its
competitors or suppliers;
- the Company's ability to introduce new services;
- delays in developing and introducing new products or enhanced
capabilities for existing products;
- introduction of new services by the Company's competitors;
- the Company's ability to adequately supply services to its
clients; and
- changes in accounting standards, including standards relating to
revenue recognition, business combinations and stock-based
compensation.
Consequently, there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequence to or effects on the Company or its
business or operations. The Company assumes no obligations to update any
forward-looking statements made herein.
Plan of Operation
The Company's plans for the next 12 months include the establishment of a
fully operational pilot program which will enable it to test certain critical
assumptions. This program includes offering its services to at least two
service providers for either no cost or minimal cost who will then make the
services available to their subscribers. This testing will allow the Company
to corroborate such matters as concurrency rates among subscribers, software
preferences, speed and ease of use, and software scaling capabilities. The
Company anticipates that this testing will begin at the end of June 2000 and
continue through July 2000. Building on the results, the Company expects to
roll out a full-scale revenue-generating program in the January and February
2001 time period and will continue to expand its customer base. Management
expects that the Company will continue to incur losses until late in fiscal
year 2002 while it continues to increase its subscriber base to cover the
significant fixed costs involved in its operations.
As the Company's customer base grows, significant expansion will be required
both in terms of its equipment and workforce. The Company's current workforce of
30 (including its officers) is expected to increase to more than 90 during the
next 12 months. As the number of subscribers' increases, the Company expects
significant additions to its hardware requirements, primarily in the form of
various servers that would provide user applications and service the data
storage requirements of the subscribers. The Company anticipates that servers
will be obtained through equipment leasing arrangements. In addition, data
storage needs will be met through a combination of equipment leasing
arrangements and third party solutions.
Results of Operation
For the three months ended June 30, 2000, the Company had no revenues and
incurred a net loss of $(3,264,758). During this time the Company focused its
efforts on infrastructure, marketing efforts, and service development. The
Company is refining its service offering and building an infrastructure to
prepare for the anticipated rapid growth to meet its expected customer needs. In
addition, with the Company's unique approach of offering its programs,
significant expenditures were incurred relating to promoting its services and
its potential benefits.
Liquidity and Capital Resources
At June 30, 2000, the Company had available cash of approximately $1,330,000
and restricted cash of $1,665,000. Management anticipates that pending the
issuance of the Series B stock that is subscribed and fully paid $1,500,000
of the restricted cash will be available for its capital needs. Based upon
the current level of expenditures, management expects that additional
financing will be required to continue operations after the Company's fiscal
year-end.
In order to meet its cash requirements through the end of the fiscal year and
for the next twelve months, management intends to seek financing from a number
of sources. With the expected registration of additional shares of its common
stock, a significant number of warrants currently outstanding could be exercised
for the purchase of common stock. Depending upon the number of warrants
exercised, this could provide up to an additional $5,500,000 of cash to the
Company. In conjunction with its equipment requirements, management is in
discussion with certain vendors to provide an equity investment in the Company.
In addition to these sources, management is considering alternative sources
including additional private debt or equity capital or a potential sale of
public equity.
<PAGE>
Merger with C Me Run Corp.
On January 31, 2000, Fundae Merger Sub, Inc., a wholly-owned subsidiary of
the Company, merged with and into C Me Run Corp., an applications service
provider. The merger was a stock-for-stock transaction accounted for as a
reverse merger in which the shareholders of C Me Run Corp. received an
aggregate of 1,000 shares of common stock, 2,000,000 shares of Series A
Convertible Preferred Stock and 2,333,333 shares of Series B Convertible
Preferred Stock. Prior to the merger, the Company had 7,000,000 shares of
common stock outstanding (excluding Alberta). In connection with the merger,
the Company exercised a right to purchase for cancellation, 4,000,000 shares
of its common stock for a total consideration of $1.00 with a resulting
3,001,000 shares of common stock issued and outstanding.
In addition, the Company assumed the obligation to issue common stock upon the
exercise of warrants to purchase 1,000,000 shares of common stock with an
exercise price of $1.00 per share, and warrants to purchase 1,800,000 shares of
common stock with an exercise price of $2.50.
On February 2, 2000, C Me Run Corp. merged with and into the Company and changed
its name to C Me Run Corp.
As a result of the merger, the Company became obligated to acquire C Me Run
Alberta, Ltd. ("Alberta") pursuant to the terms of the acquisition agreement
between the Company, Alberta and CAC (the "Alberta Agreement").
Alberta was incorporated in Canada in November, 1999 in anticipation of the
merger of C Me Run Corp. and Fundae Merger Sub, Inc. Alberta was established as
a mechanism to transfer equity in the Company, following the merger, to the
Canadian founders in consideration of tax consequences.
The Alberta Agreement provided that the Company would become obligated to
issue, upon exchange, an aggregate of 2,650,000 shares of common stock and to
certain employees and other parties options to purchase an aggregate of
325,000 shares of common stock with an exercise price of $1.00 per share, and
options to purchase an aggregate of 1,295,000 shares of common stock with an
exercise price of $5.00 per share. The Alberta Agreement expressly provided
that the Company had the right to terminate the agreement if the merger was
not consummated by April 30,2000. In exchange for the foregoing, the Company
received, among other things, a release from Alberta and certain other
parties.
<PAGE>
On November 6, 2000, the Company terminated the Alberta Agreement and
subsequently entered into a settlement agreement whereby the Company agreed
to grant to Alberta options to purchase 1,100,000 shares of common stock,
vesting in equal annual amounts over 3 years, at an exercise price equal to
the fair market value of the stock. In exchange for the foregoing, the
Company received, a release from Alberta and certain other parties.
Under separate agreements, the Company agreed to issue to certain of the
Company's employees, officers and directors that were to receive
consideration upon the acquisition of Alberta options to purchase 50,000
shares of common stock with an exercise price of $1.00 per share, and options
to purchase an aggregate of 845,000 shares of common stock with an exercise
price of $5.00 per share and options to purchase an aggregate of 725,000
shares of common stock with a nominal exercise price.
PART II - Other Information
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
On January 31, 2000, a subsidiary of the Company was merged with and into C Me
Run Corp. Pursuant to the merger, in exchange for their interests in C Me Run
Corp., the Company issued 1,000 shares of common stock to Cameron Chell,
2,000,000 shares of Series A Stock to Hammock Group Ltd. ("Hammock") and
2,333,333 shares of Series B Stock to VC Advantage Limited Partnership
("VCALP"). The terms of the Series A Stock and the Series B Stock are set forth
in exhibits 4.1 and 4.2 to this Form 10-QSB.
In addition, in exchange for outstanding options and warrants of C Me Run
Corp., the Company issued (i) to Hammock a warrant to purchase 1,000,000
shares of common stock with an exercise price of $1.00 per share, (ii) to
VCALP a warrant to purchase 1,400,000 shares of common stock with an exercise
price of $2.50, and (iii) to Thomson Kernaghan & Co. Limited a warrant to
purchase 400,000 shares with an exercise price of $2.50.
The Company's issuance of common stock, Series A Stock, Series B Stock, and
warrants and options to purchase common stock was exempt from registration under
the Securities Act of 1933 by virtue of Regulation D promulgated thereunder or
Section 4(2) thereof.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION
On September 18, 2000, CALP II Limited Partnership, a Bermuda limited
partnership and the holder of 50,000 shares of the Company's Series B Stock,
advanced the Company $1,000,000 to fund continuing operations. The note
provided for an initial fee of 10,000 restricted common shares and for an
additional fee of 1,000 restricted common shares for each $100,000 or portion
thereof of unpaid principal for each 30 days or portion thereof after
November 15, 2000.
On November 6, 2000, Douglas H. Dittrick, the Company's Chairman of the
Board, advanced the Company $200,000 to fund continuing operations. The note
is to be repaid on or before November 6, 2001, and provides for the payment
of interest at the rate of 9.5% to be applied to the unpaid balance quarterly
beginning February 6, 2001. On or after February 6, 2001, the holder may
elect to convert the principal, plus any unpaid interest, into shares of
common stock at the price of $3.00 per share with a warrant to purchase
one-half of a share of common stock at a price of $3.00 per share. Prior to
February 6, 2001, the Company may redeem the note for the unpaid balance plus
any unpaid interest, plus 10% of the sum of the unpaid principal and interest.
On November 16, 2000 and November 27, 2000, Cameron Chell, the Company's Vice
Chairman of the Board advance the Company $60,000 and $340,000, respectively
to fund continuing operations. Terms have not been finalized, but the Company
anticipates that they will be similar to those relating to Mr. Dittrick's
advance.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See the attached exhibit list following the Company's signature for a list of
exhibits filed herewith.
(b) Reports on Form 8-K
DATE FILED ITEMS REPORTED
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
C Me Run Corp.
Date: December 6, 2000 By: /s/ James Lovie
-------------------
Its: Chief Executive Officer
Date: December 6, 2000 By: /s/ Gerald J. McGovern
--------------------------
Its: Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
10.1 Promissory Note dated September 18, 2000 from cMeRun Corp. to CALP II
Limited Partnership
10.2 Application Service Provider Agreement dated May 18, 2000 by and
between Corel Corporation and cMeRun Corp.
10.3 ASP Services Agreement dated October 12, 2000 by and between Cyber
Beach Communications Corp.
10.4 Promissory Note dated November 6, 2000 from cMeRun Corp. to Douglas H.
Dittrick
10.5 ASP License Agreement dated October 10, 2000 by and between Individual
Software Inc. and cMeRun Corp.
10.6 Microsoft Application Services Agreement dated May 9, 2000 by and
between MSLI, GP and cMeRun Corp.
10.7 Letter Agreement dated August 10, 2000 by and between Niehaus Ryan
Wong, Inc. and cMeRun Corp.
10.8 License Agreement dated November 15, 2000 by and between Simon &
Schuster, Inc. and cMeRun Corp.
10.9 Master Lease Agreement dated April 19, 2000 by and between Steelcase
Financial Services Inc. and cMeRun Corp.
10.10 Master Services Agreement dated May 19, 2000 by and between
StorageNetworks, Inc. and cMeRun Corp.
10.11 ASP License Agreement dated September 1, 2000 by and between Winstruct
Inc. and cMeRun Corp.
10.12 ASP License Agreement dated September 29, 2000 by and between Zane
Publishing, Inc. and cMeRun Corp.
10.13 Employment Agreement made as of May 1, 2000 with Gerald J. McGovern
10.14 cMeRun Corp. 2000 Equity Incentive Plan
10.15 Option Grant Form of Agreement for Directors
10.16 Option Grant Form of Agreement for Officers
10.17 Option Grant Form of Agreement for Employees
10.18 Proposal dated March 17, 2000 by and between Cisco Systems Capital
Corporation and cMeRun Corp.
10.19 Master Lease Agreement dated July 6, 2000 by and between Cicso
Systems Capital Corporation and cMeRun Corp.
27.1 Financial Data Schedule
</TABLE>
