<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period _________ from to _________.
0-25757
Commission file number
VERIDA INTERNET CORP.
(Exact name of Small Business Issuer as Specified in its Charter)
State of Nevada 98-0164651
(State or other jurisdiction (I.R.S. Employer
of Incorporation or Organization) or Identification Number)
Suite 1500
50 California Street
San Francisco, California 94111
(Address of Principal Executive Offices)
(415) 439-5395
(Issuer's Telephone Number, including Area Code)
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 ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practicable date: Common, $.00001
par value per share: 8,887,000 outstanding as of March 31, 1999
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JORGENSEN TELFORD SADOVNICK, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
REVIEW ENGAGEMENT REPORT
To the Board of Directors and Shareholders of Verida Internet Corp.
(formerly Austral Pacific Energy Corp.)
We have reviewed the accompanying balance sheets of Verida Internet
Corp. (formerly Austral Pacific Energy Corp.) as of March 31, 1999 and
1998 and the related statements of operations, cash flows and changes
in stockholders' equity for the three month periods ended March 31, 1999
and 1998, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is
the representation of the management of the Company.
A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with generally accepted accounting
principles.
/s/ Jorgensen Telford Sadovnick, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Seattle, Washington
June 23, 1999
720 Third Avenue, Suite 1910, Seattle, Washington 98104
Telephone: (206) 521-0403 Facsimile: (206) 624-3301
1
<PAGE> 3
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited - See Accountants' Review Report)
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
<S> <C> <C>
ASSETS
Current
Cash and short-term deposits $ 139,583 $ 144,165
Subscriptions receivable (Note 3) - 133,700
---------- ----------
TOTAL ASSETS $ 139,583 $ 277,865
========== ==========
LIABILITIES
Current
Accounts payable and accrued
liabilities $ 8,500 $ 2,078
Due to related party (Note 5) 32,469 -
Loan payable to related party (Note 5) - 30,000
---------- ----------
TOTAL LIABILITIES 40,969 32,078
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $0.00001 par value;
100,000,000 shares authorized (Note 3)
(1999: 8,887,000 shares issued and
outstanding) (1998: 6,920,000 shares
issued and outstanding) 89 69
Additional paid-in capital 340,621 281,631
Deficit accumulated during the
development stage (242,096) (35,913)
---------- ----------
Total Stockholders' Equity 98,614 245,787
---------- ----------
Total Liabilities and
Stockholders' Equity $ 139,583 $ 277,865
========== ==========
</TABLE>
2
<PAGE> 4
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited - See Accountants' Review Report)
<TABLE>
<CAPTION>
Three Month Three Month November 1, 1996
Period Ended Period Ended (inception) to
March 31, March 31, March 31,
1999 1998 1999
<S> <C> <C> <C>
REVENUE
Interest income $ 1,559 $ 1,683 $ 7,036
---------- -------- ----------
OPERATING EXPENSES
Product development 71,719 - 71,719
General and administrative 33,498 11,266 84,455
Loss on sale of marketable
securities (Note 5) 92,958 - 92,958
---------- -------- ----------
198,175 11,266 249,132
---------- -------- ----------
NET LOSS FOR THE PERIOD $ (196,616) $ (9,583) $ (242,096)
========== ======== ==========
BASIC AND DILUTED LOSS
PER SHARE $ (0.02) $ (0.00) $ (0.05)
========== ======== ==========
</TABLE>
3
<PAGE> 5
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited - See Accountants' Review Report)
<TABLE>
<CAPTION>
Three Month Three Month November 1, 1996
Period Ended Period Ended (inception) to
March 31, March 31, March 31,
1999 1998 1999
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss for the period $ (196,616) $ (9,583) $ (242,096)
Changes in non-cash working capital:
Accounts payable and
accrued liabilities 3,922 78 8,500
Due to related party 32,469 - 32,469
Loss on sale of marketable
securities 92,958 - 92,958
---------- --------- ----------
Net cash used in operating
activities (67,267) (9,505) (108,169)
---------- --------- ----------
FINANCING ACTIVITIES
Common shares issued for cash 133,700 - 350,710
Cost of common stock offering - - (10,000)
Repayment of related party
loan (30,000) - (30,000)
Loan from related party - - 30,000
---------- --------- ----------
Net cash provided by
financing activities 103,700 - 340,710
---------- --------- ----------
INVESTING ACTIVITIES
Proceeds from sale of
marketable securities 81,972 - 81,972
Purchase of marketable
securities - - (174,930)
---------- --------- ----------
Net cash provided by (used in)
investing activities 81,972 - (92,958)
---------- --------- ----------
NET INCREASE (DECREASE)
IN CASH 118,405 (9,505) 139,583
CASH POSITION - BEGINNING
OF PERIOD 21,178 153,670 -
---------- --------- ----------
CASH POSITION - END OF PERIOD $ 139,583 $ 144,165 $ 139,583
========== ========= ==========
</TABLE>
4
<PAGE> 6
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited - See Accountants' Review Report)
For the Three Month Periods Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional during the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance at
December 31, 1998 8,887,000 $ 89 $ 340,621 $ (45,480)
Net loss during the period (196,616)
Loss on sale of marketable
securities realized
--------- ----- --------- ----------
Balance at March 31, 1999 8,887,000 $ 89 $ 340,621 $ (242,096)
========= ===== ========= ==========
Balance at December 31, 1997 3,600,000 $ 36 $ 147,964 $ (26,330)
Common stock issued for
cash at $0.001, $0.03 and
$0.25 per share (Note 3) 3,320,000 33 133,667
Net loss during the period (9,583)
--------- ----- --------- ----------
Balance at March 31, 1998 6,920,000 $ 69 $ 281,631 $ (35,913)
========= ===== ========= ==========
5-a
<PAGE> 7
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited - See Accountants' Review Report)
For the Three Month Periods Ended March 31, 1999 and 1998
Cumulative Total
Comprehensive Stockholders'
Adjustment Equity
<S> <C> <C>
Balance at
December 31, 1998 $ (94,574) $ 200,656
Net loss during the period (196,616)
Loss on sale of marketable
securities realized 94,574 94,574
--------- ----------
Balance at March 31, 1999 $ - $ 98,614
========= ==========
Balance at December 31, 1997 $ - $ 121,670
Common stock issued for
cash at $0.001, $0.03 and
$0.25 per share (Note 3) 133,700
Net loss during the period (9,583)
--------- ----------
Balance at March 31, 1998 $ - $ 245,787
========= ==========
</TABLE>
5-b
<PAGE> 8
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited - See Accountants' Review Report)
For the Three Month Periods Ended March 31, 1999 and 1998
NOTE 1 - NATURE OF OPERATIONS
The Registrant was incorporated under the laws of the State of Nevada
on November 1, 1996 and is a development stage enterprise. The
Registrant is currently developing business-to-business electronic
commerce solutions for use on the Internet.
These financial statements have been prepared on the basis that the
Registrant will continue as a going concern. The Registrant has
incurred operating losses since its incorporation and significant
acquisitions in the future, if any, will likely require additional
equity financing. However, there can be no assurance that such
acquisitions will occur, or whether additional funds required, if any,
would be available to the Registrant when required or on terms
acceptable to the Registrant. Such limitations could have a material
adverse effect on the Registrant's business, financial condition or
operations and these financial statements do not include any adjustment
that could result therefrom.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Accounting Principles and Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the fiscal periods. Actual results may differ from
those estimates.
b) Translation of Foreign Currencies
Revenues and expenses arising from foreign currency transactions are
translated into United States dollars at the average rate for the
period. Monetary assets and liabilities are translated into United
States dollars at the rates prevailing at the balance sheet date.
Other assets and liabilities are translated into United States dollars
at the rates prevailing on the transaction dates. Exchange gains and
losses are recorded as income or expense in the period in which they
occur.
c) Financial Instruments and Financial Risk
The Registrant's financial instruments consist of current assets and
current liabilities. The fair values of the current assets and
liabilities approximate the carrying amounts due to the short-term
nature of these instruments.
6
<PAGE> 9
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited - See Accountants' Review Report)
For the Three Month Periods Ended March 31, 1999 and 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
d) Accounting Pronouncements Recently Issued
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 128: Earnings per Share ("SFAS
128"), effective for fiscal periods ending after December 15, 1997 and
requiring restatement of all prior period earnings per share data.
SFAS 128 replaces the presentation of primary earnings per share
("EPS") with a presentation of both basic and diluted EPS for all
entities with complex capital structures. Basic EPS excludes dilutive
securities and is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if dilutive securities were converted into
common shares and is computed similarly to fully diluted EPS pursuant
to previous accounting pronouncements. SFAS 128 applies equally to
loss per share presentations.
The FASB issued Statement of Financial Accounting Standards No. 130:
Reporting Comprehensive Income ("SFAS 130"), effective for fiscal
periods beginning after December 15, 1997 and requiring restatement of
all comparative financial statements disclosed. SFAS 130 requires that
all items required to be recognized under accounting standards as
components of comprehensive income be reported as part of the basic
financial statements. The Registrant does not expect adoption of this
new standard to have a material effect on its financial reporting.
e) Cash and Short-term Deposits
Cash and short-term deposits include government treasury bills and
bankers' acceptances with initial maturities no longer than 90 days,
together with accrued interest.
f) Product Development Costs
Product development costs include expenses incurred by the Registrant
to develop, monitor and operate the Registrant's website. Product
development costs are expensed as incurred.
NOTE 3 - COMMON STOCK
a) Stock Options and Share Purchase Warrants
There were no stock options granted or share purchase warrants issued
during the 1999 and 1998 fiscal periods. No stock options or share
purchase warrants were outstanding at March 31, 1999.
Refer to Notes 5 and 8
7
<PAGE> 10
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited - See Accountants' Review Report)
For the Three Month Periods Ended March 31, 1999 and 1998
NOTE 3 - COMMON STOCK (continued)
b) Private Placements
During the 1999 fiscal period, the Registrant issued a total of
3,320,000 shares pursuant to private placements for total cash proceeds
of $133,700 and cancelled 3,000,000 shares previously issued pursuant
to a private placement for total cash proceeds of $30,000. Since these
transactions affect the Registrant's permanent capital, the financial
statements for the year ended December 31, 1998 were prepared giving
retroactive effect to these transactions. Accordingly, the comparative
figures for the 1998 fiscal period have also been prepared giving
retroactive effect to these transactions. The 3,320,000 shares issued
during the 1999 fiscal period are shown as if they had been outstanding
at the beginning of the 1998 fiscal period. The 3,000,000 shares
issued during the 1997 fiscal year and cancelled during the 1999 fiscal
period are not shown as being issued.
Refer to Notes 5 and 8
NOTE 4 - LOSS PER SHARE
Net loss per common share is computed based on the weighted-average
number of common shares and common share equivalents outstanding.
There were no dilutive securities outstanding for the periods presented
and consequently, no differences existed between basic and diluted loss
per share for the periods presented. The weighted-average number of
shares outstanding after giving retroactive effect to subsequent share
transactions are 8,887,000 for the 1999 fiscal period and 6,920,000 for
the 1998 fiscal period.
Refer to Note 3
NOTE 5 - RELATED PARTY TRANSACTIONS
a) Due to Related Party
During the 1999 fiscal period, the Registrant entered into an agreement
with a private company to design and produce the Registrant's internet
site and other corporate materials for an estimated total cost of
$129,875 (1998 fiscal period - Nil), of which $97,406 was incurred by
the Registrant. The President of the Registrant is also the president
of this private company.
At March 31, 1999, the Registrant owed $32,469 (March 31, 1998 - Nil)
to this private company.
8
<PAGE> 11
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited - See Accountants' Review Report)
For the Three Month Periods Ended March 31, 1999 and 1998
NOTE 5 - RELATED PARTY TRANSACTIONS (continued)
b) Loan Payable to Related Party
During the 1999 fiscal period, the Registrant repaid a $30,000 loan
from a private company wholly-owned by a former President of the
Registrant. This amount relates to the cancellation during the 1999
fiscal period of 3,000,000 shares issued during the 1997 fiscal year
for total cash proceeds of $30,000.
Refer to Note 3
c) Sale of Marketable Securities
During the 1999 fiscal period, the Registrant sold 59,800 shares of
Trans-Orient Petroleum Ltd. for cash proceeds of $81,972, net of
commissions, resulting in a loss of $92,958. These available-for-sale
securities were originally acquired at a cost of $174,930 and reported
historically at market value, with unrealized gains and losses included
as a component of comprehensive income.
Trans-Orient Petroleum Ltd. is a public company with directors,
officers and/or principal shareholders in common with the Registrant.
d) Employment Agreement and Stock Option
The Registrant entered into an employment agreement with the
Registrant's Executive Vice President at a rate of $7,500 per month.
The employment agreement also provides for a stock option to purchase
200,000 shares of the Registrant exercisable at a price of $4.00 per
share, subject to vesting provisions. This option is to be granted
concurrently with the initial granting of stock options to other key
individuals of the Registrant and has yet to be granted.
e) Consulting Agreement
During the 1998 fiscal period, the Registrant incurred $9,000 in
consulting fees to a private company wholly-owned by the former
President of the Registrant.
Refer to Note 8
NOTE 6 - INCOME TAXES
There are no income taxes payable by the Registrant at March 31, 1999.
9
<PAGE> 12
VERIDA INTERNET CORP. (formerly Austral Pacific Energy Corp.)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited - See Accountants' Review Report)
For the Three Month Periods Ended March 31, 1999 and 1998
NOTE 7 - NAME CHANGE
On March 11, 1999, the name of the Registrant was changed from Austral
Pacific Energy Corp. to Verida Internet Corp.
NOTE 8 - SUBSEQUENT EVENTS
a) Private Placement
Subsequent to March 31, 1999, the Registrant issued 60,000 shares
pursuant to a private placement for total cash proceeds of $300,000.
b) Employment Agreement and Stock Option
Subsequent to March 31, 1999, the Registrant entered into an employment
agreement with the Registrant's Chief Technology Officer at a rate of
$4,000 per month. The employment agreement also provides for a stock
option to purchase 150,000 shares of the Registrant exercisable at a
price of $4.00 per share, subject to vesting provisions. This option
is to be granted concurrently with the initial granting of stock
options to other key individuals of the Registrant and has yet to be
granted.
c) Software Purchase Agreement
Subsequent to March 31, 1999, the Registrant entered into an agreement
to purchase computer software from NetOpus Incorporated in
consideration of $50,000 and 25,000 shares of the Registrant. The
Registrant has the right to use, brand, sell and market this computer
software including the right to modify and customize at the Registrant's
expense as required. Additionally, the Registrant has the right to
share equally in any revenue generated from any future sale or
licensing of the modified computer software by NetOpus Incorporated.
The Chief Technology Officer of the Registrant is the president of
NetOpus Incorporated.
10
<PAGE> 13
ITEM 2. PLAN OF OPERATION
Verida Internet Corp. (the "Registrant") was incorporated under the
laws of the State of Nevada on November 1, 1996 as Austral Pacific
Energy Corporation. On November 8, 1996, Austral Pacific Energy
Corporation changed its name to Austral Pacific Energy Corp. The
common shares of the Registrant commenced trading in January 1997 on
the OTC Bulletin Board ("OTCBB") as operated by the National
Association of Securities Dealers Inc. under the symbol "APCE".
On February 23, 1999 the Registrant publicly announced that the Board
of Directors had resolved to pursue Internet related growth
opportunities.. The head office of the Registrant was relocated in
March 1999 to Suite 1500, 50 California Street, San Francisco,
California 94111. On March 11, 1999, the Registrant changed its name
to Verida Internet Corp. The Registrant's Internet web site address is
www.verida.com.
Management has determined that consistent with the Registrant's new
business plan, part of its plan of operation for the next 12 months is
to secure the necessary technological assets to support the proposed
products and services to be offered by the Registrant.
The Registrant plans on offering a product "suite" of World Wide Web
("Web") based services in order to allow potential clients to take
advantage of the technology of the Internet cost-effectively finding
and selling to customers online, while developing ongoing electronic
commerce relationships with them, which in turn will help establish
company brands and capture customer loyalty.
The product suite of services intended to be offered by the Registrant
to its clients will be located on servers controlled by the Registrant,
allowing potential clients to access these services through their own
existing Internet connections utilizing standard Internet browsers such
as Netscape's "Communicator" or Microsoft's "Internet Explorer". The
client would not require any specialized software or hardware to use
the Registrant's services. The Registrant's products will be provided as
a "web service" that can be accessed on a cost-effective, as-needed
basis at anytime over the Internet.
The Registrant's planned product suite proposes to offer four types of
services in support of business-to-business e-commerce under the
following names:
1. VeriStore
The proposed VeriStore service will provide e-commerce transactional
capabilities to manage and process transactions between the client and
its customers. VeriStore will offer two different levels of e-commerce
solutions. The first level of service will be tailored towards clients
who do not currently have a Web presence to advertise their products
("E-Stores"). The service will allow customers to use the Registrant's
own Internet storefront as their "retail" location and the Registrant's
virtual back office infrastructure for their own E-Stores. With minimal
programming or Internet expertise, clients will be able to immediately
develop a secure, fully customized, commerce ready online storefront
<PAGE> 14
and ordering system without programming. Clients would simply create
their E-Store, which would profile their products, provide ordering
instructions and product pricing, by filling in their information
through user friendly Web forms.
In addition to providing a client with the capability to create and
maintain an E-Store on the Web, VeriStore will also provide a virtual
back office infrastructure to enable clients to handle all aspects of
online transactions. The virtual back office services will provide
clients with the necessary tools to manage and process online
transactions that occur when the client's customer purchases goods from
their E-Store. The back office services will include: (1) processing of
the client's customers orders and sending confirmations (2) online
payment processing in real time (3) calculating applicable shipping
costs and taxes (4) running multiple reports detailing online sales
statistics for any given period and (5) managing customer quiries.
The back office services would also be available to clients who already
have established their own E-Store without the support of the
Registrant. While the client's E-Store Web page may be located elsewhere
on the Internet, it is intended that the back office services to be
offered by the Registrant will be flexible enough to be interoperable
with the client's pre-existing E-Store regardless of the design or
format in which it was created.
2. VeriMark
The proposed VeriMark service is intended to be a package of automated
online marketing solutions which will allow online marketers to deploy,
track and measure the cost effectiveness of their online marketing
efforts. The service will work as an automated electronic marketing
manager which will essentially automate the online marketing process
from the first customer contact to the "thank you" email at the end of
a sale.
The VeriMark service will allow its clients to accomplish online
marketing campaign management including the sending of marketing email,
the posting of banner ads, building databases of prospects, sending
fulfillment and follow-up materials to prospects, and tracking
effectiveness ratios and statistics
3. VeriBase
The proposed VeriBase service is intended to provide data warehousing
services to clients in order to allow clients to electronically store
their customer's contact and demographic information, track customer and
prospect activity from online sales and marketing activities and
perform analysis including demographic profiling and modeling. Through
the tracking and analysis tools the Registrant's clients will have the
ability to better understand and profile customers which will help
define and target future marketing and prospecting efforts.
<PAGE> 15
4. VeriPlace
The proposed VeriPlace service is intended to create and support
Internet business communities ("IBCs"). IBCs are industry specific web
exchanges or portals that provide an exchange and communications link
for buyers and sellers in a specific industry. The main purpose of the
VeriPlace service is to provide Web technology to the Registrant's
clients which will allow them to aggregate, search, organize and
distribute information within their specific industry primarily through
the integrated use of the VeriStore, VeriMark and VeriBase services.
The VeriStore, VeriMark and VeriBase services are intended to operate
in an integrated manner where a client may use one or more of the
services in conjunction with another or as stand-alone services where
the client has the need for only one of the services.
The Registrant is taking steps to acquire technology and retain
personnel to enable it to provide secure and comprehensive
Internet-based electronic commerce ("e-commerce") solutions for
business-to-business transactions.
The Registrant has taken the initial step of acquiring e-commerce
software technology by entering into a software purchase agreement with
NetOpus Incorporated ("NetOpus") in order to purchase the core
technology necessary to support the services the Registrant intends to
offer. NetOpus is a private company which owns the rights to certain
preexisting computer software marketed by NetOpus as the "Sales
Associate Store Creator" commerce system (the "Base Technology").
Under the terms of the agreement, the Registrant purchased the right to
use, modify, customize, brand, sell and market the Base Technology to
provide online transaction processing functionality and features within
the sites that the Registrant develops.
The Base Technology has been provided by NetOpus in consideration of a
onetime fee paid by the Registrant to NetOpus. The onetime fee
consists of a combination of $50,000 and the issuance to NetOpus of
25,000 common shares of the Registrant. The 25,000 shares of the
Registrant will be restricted from resale for a period of 12 months
from the date of issuance. At the end of the twelve month period, the
shares may be re-sold at a rate that cannot exceed 2,083 shares per
month maximum.
The Registrant may upgrade and modify the purchased software to support
proposed services to be offered by the Registrant. The Registrant may
acquire or license additional software technology through a technology
licensing or purchase agreement to ensure that other proposed services
offered by the Registrant are delivered in a timely and useable manner
during the plan of operation for the next 12 months.
With regard to other necessary hardware assets, such as Internet
computer servers and desktop computers, which are necessary to support
the Registrant's proposed products and services, the Registrant's
initial focus will be on leasing these assets from reliable yet
unidentified lessors.
<PAGE> 16
Given the Registrant's current level of working capital and its
operations being conducted to develop its products, it is expected that
the Registrant can satisfy its cash requirements until late November
1999 before additional capital will have to be raised. Additional
sources of financing will most likely be sought through future private
placements of the Registrant's common shares rather than seeking
interest-bearing loans. However, the Registrant recognizes that as a
result of its limited, financial, managerial, or other resources, the
number of suitable financing options may be limited. Should these
additional sources of capital not be found the Registrant will modify
its operations to conserve working capital by concentrating on fewer
products and/or services being advanced.
In addition to the Registrant's two pre-existing Officers, Mr. Michael
Hinshaw and Mr. Mark Katsumata, the Registrant has recently hired an
additional two Executive Officers who have considerable experience
within the computer industry. Mr. Richard Cohn will fulfill the duties
of Executive Vice President of the Registrant while Mr. Steve Zimmerman
will fulfill the role of Chief Technology Officer. Of these four
Officers and employees, Mr. Richard Cohn will be providing his services
on a full time basis, while respectively, Mr. Hinshaw, Mr. Zimmerman
and Mr. Katsumata will each dedicate 50%, 50% and 30% of their time to
the Registrant.
Under the terms of their respective employment agreements, Mr.
Zimmerman will receive $4,000 per month in salary and Mr. Cohn will
receive $90,000 per year. In addition to his salary, Mr Zimmerman's
employment agreement grants him an option to purchase 150,000 shares of
the Registrant's common stock at a price of $4.00 per share. Mr. Cohn's
employment agreement grants him an option to purchase 200,000 shares of
the Registrant's common stock at a price of $4.00 per share. The
Registrant intends to hire any further employees on an as needed basis.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant is not a party to any legal proceedings.
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES
Placements of Securities
During the quarter ending March 31, 1999 the Registrant has issued the
following unregistered securities at the following prices. There were
no underwriters engaged and no underwriting discounts or commissions
paid. All issues were made pursuant to exemptions from registration
contained in Regulation D, Rule 504, Regulation S, Rules 901-905 and
Section 4(2) of the 1933 Securities Act.
<PAGE> 17
<TABLE>
<CAPTION>
Date Type of Security Number Proceeds Exemption
<S> <C> <C> <C> <C>
1999
02/01/99 Common Shares 800,000 $24,000 Reg. D (504)
02/08/99 Common Shares 1,000,000 $ 1,000 Section 4(2) [2]
02/08/99 Common Shares 1,120,000 $33,600 Reg. D (504)
02/08/99 Common Shares 100,000 $ 100 Reg. S (901-905)
02/17/99 Common Shares 300,000 $75,000 Reg. D (504)
</TABLE>
[] Cancellation of Shares - During the 1997 fiscal year, the
Registrant issued, pursuant to Regulation S of the 1933 Securities
Act, 3,000,000 common shares to International Resource Management
Corporation (then 437577 B.C. Ltd.), a private company wholly
owned by Alex Guidi. On February 3, 1999, Mr. Guidi signed, in his
capacity as the sole shareholder, director and officer of
International Resource Management Corporation, an agreement with
the Registrant which cancelled, in its entirety, the 3,000,000
common shares issued by the Registrant to International Resource
Management Corporation.
[2] Mr. Michael Hinshaw, the President of the Registrant and an
affiliate of the Registrant, was issued 1,000,000 shares under
section 4(2).
Subsequent to the Registrant's first quarter ending March 31, 1999, the
Registrant made the following issuances of its common shares: (1) On
May 13, 1999 the Registrant issued 60,000 common shares for total
proceeds equal to $300,000 pursuant to Reg. S (901-905) and (2) NetOpus
Incorporated, a private company owned and controlled by Mr. Steve
Zimmerman, was issued on June 11, 1999 25,000 shares of the Registrant
at a settlement price of $5.25 per share under section 4(2) as partial
payment for the sale of its technology assets. Mr. Zimmerman is also
an Executive Officer of the Registrant and as such, an affiliate of the
Registrant.
Use of Proceeds
On January 29, 1999 the Registrant entered into an agreement with a
private company to design and produce the Registrant's internet site and
other corporate materials for an estimated total cost of $129,875 (1998
fiscal period - Nil), of which $97,406 was incurred by the Registrant.
The President of the Registrant is also the president of this private
company. At March 31, 1999, the Registrant owed $32,469 (March 31, 1998
- - Nil) to this private company.
During the quarter ending March 31, 1999 the Registrant incurred $26,
885 in office and miscellaneous expenses, $4,000 in audit expenses and
$2,613 in legal expenses.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
<PAGE> 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended May 31, 1999, no matters were
submitted to the Registrant's security holders.
ITEM 5. OTHER INFORMATION
On January 29, 1999 the Registrant entered into an agreement with a
private company to design and produce the Registrant's internet site and
other corporate materials for an estimated total cost of $129,875 (1998
fiscal period - Nil), of which $97,406 was incurred by the Registrant.
The President of the Registrant is also the president of this private
company. At March 31, 1999, the Registrant owed $32,469 (March 31, 1998
- - Nil) to this private company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
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.
VERIDA INTERNET CORP.
(Registrant)
Dated: July 16, 1999
BY: /s/ Peter Rantucci
Peter Rantucci, (Director)
Dated July 16, 1999
BY: /s/ Mark Katsumata
Mark Katsumata, (Principal Financial Officer)
