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 September 30, 2000
[ ] 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 or Organization
of Incorporation) Identification Number)
50 California Street, Suite 1500, San Francisco, California USA 94111
(Address of Principal Executive Offices)
(415) 464-8600
(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 [X] No [ ]
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: 9,733,308 outstanding as of August 7, 2000
Transitional Small Business Disclosure Format (check one): Yes ___ No _X_
VERIDA INTERNET CORP.
Consolidated Financial Statements
September 30, 2000 and 1999
2
Part I-FINANCIAL INFORMATION
Item 1-
Financial Statements
Consolidated Balance Sheet as of September 30, 2000 (unaudited) and
September 30, 1999. 4
Consolidated Statements of Operations and Comprehensive Loss (unaudited)
For the three months ended September 30, 2000 and 1999 5
Consolidated Statements of Changes in Stockholders' Equity (unaudited)
For the six months ended September 30, 2000 and 1999 6
Consolidated Statements of Cash Flows (unaudited)
For the three months ended September 30, 2000 and 1999 7
Notes to Interim Unaudited Consolidated Financial Statements 8-12
Item 2-
Management's Discussion and analysis of Financial Condition
and Results of Operations 12-15
Part II-OTHER INFORMATION
Item 1-Legal Proceeding 15
Item 2-Changes in Securities 15
Item 3- Defaults Upon Senior Securities 15
Item 4- Submission of Matters to a Vote of Security Holders 15
Item 5-Other Information 15
Item 6- Exhibits and Reports on Form 8-K 16
SIGNATURES 16
3
<TABLE>
<CAPTION>
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Balance Sheets
<S> <C> <C>
September September 30
30, 2000 1999
(unaudited) (unaudited)
Assets
Current
Cash and Cash Equivalents 89,024 1,246,764
Accounts Receivable 136,114
Prepaid expenses and deposits 39,236 7,224
264,374 1,253,988
Property and Equipment 596,736 60,621
Capitalized software development
costs, net 100,693 161,110
Deposits on Acquisitions 568,345 150,000
Intangible Assets, net of 1,456,524
$326,974 accum. amortization
Total Assets 2,986,672 1,625,719
Liabilities
Current
Accounts payable and 726,045 63,964
accrued liabilities
Deferred Revenues 39,270
Notes payable 400,000
Due to related party - 46,323
Loan payable to related party 300,000 202,000
Capital lease obligations 33,619
payable-current 61,661
Income taxes payable 1,560,596 312,287
Capital lease obligations
payable-non-current 81,906
Total Liabilities 1,642,502 312,287
Stockholders' Equity
Common stock, $0.0001 par value;
100,000,000 shares
authorized (September 30, 2000:
9,733,308 shares issued
and outstanding. September 30,
1999:
9,150,571 sharesissued
and outstanding) 97 92
Additional paid-in capital 7,975,223 2,459,365
Deferred compensation (882,184) (437,500)
Cumulative translation adjustment (650)
Deficit accumulated during the
development stage (5,748,316) (708,525)
Total Stockholders' Equity 1,344,170 1,313,432
Total Liabilities and
Stockholders' Equity 2,986,672 1,625,719
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<TABLE>
<CAPTION>
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Operations and Comprehensive Loss
<S> <C> <C> <C> <C> <C>
3 Month Period Ended 9 Month Period Ended For the Period
September 30 September 30 From Inception on
2000 1999 2000 1999 November 1, 1996
(unaudited) (unaudited) (unaudited)(unaudited) to Sep 30,2000
Revenue 254,717 610,168 762,847
Job costs 50,356 186,653 233,528
Gross Margin 204,361 - 423,515 - 529,319
Operating
Expenses:
Selling, 1,356,243 226,548 3,746,086 331,366 4,668,174
General
& Administrative
Product
Development - 129,272 - 224,897 214,069
Amortization 155,609 421,717 732,281
of deferred
compensation
Amortization 15,105 18,529 45,315 23,529 80,560
of software
development
Amortization 89,175 267,525 326,975
of goodwill
Total
Operating
expenses 1,616,132 374,349 4,480,643 579,792 6,022,059
Operating
Loss for
the period (1,411,771)(374,349) (4,057,129) (579,792) (5,492,741)
Other Income (Expenses)
Interest
Income 1,232 5,270 22,417 9,705 55,021
Interest
Expense (16,714) (42,126) (44,366)
Loss on sale of - (5,618) (5,618)
fixed assets
Loss on sale of - - - (92,958) (92,958)
marketable securities
Write-down of - (175,000) (260,000)
investment in
AgriPlace Inc.
Recovery of Income
Tax - - 92,339
Loss allocated
to minority
interest (20,998) 0
Net loss (1,448,251) (369,079) (4,165,116) (663,045) (5,840,662)
Other comprehensive
income (loss):
Unrealized loss
on marketable
securities - - (94,574)
Reclassification - - 94,574
adjustment
Comprehensive
loss (1,448,251) (369,079) (4,165,116) (663,045) (5,840,662)
Basic and
diluted (0.15) (0.04) (0.44) (0.07) (0.82)
loss per share
Weighted
average 9,592,683 9,016,643 9,466,173 9,472,071 7,129,065
common shares
outstanding
Basic and
diluted 9,592,683 9,016,643 9,466,173 9,472,071 7,129,065
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<TABLE>
<CAPTION>
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity
For the Nine-Month Periods Ended September 30, 2000 and 1999
<S> <C> <C> <C> <C> <C> <C> <C>
Shares Common Add'l. Deferred Deficit Cumulative Total
Amount Paid-In Comp. Accumulated Comprehensive Stock-
($) Capital ($) During the Adjustment holders
($) Development ($) Equity Stage
($) ($)
Balance
at December
31, 1998 8,887,000 89 340,621 - (45,480) (94,574) 200,656 issued for
Common
stock issued
for cash at
$5.00 per
share 238,571 3 1,549,994 1,549,997
Common stock
issued to
Netopus Inc.
at $5.25 per
share 25,000 - 131,250 131,250
Deferred
compensation
related to
stock
options 437,500 (437,500) - -
Net loss
during
the period (663,045) (663,045)
Loss on
sale of
marketable
securities
realized 94,574 94,574
Balance at
September
30, 1999 9,150,571 92 2,459,365 (437,500) (708,525) - 1,313,432
Balance at
December
31, 1999 9,367,237 94 4,867,540 (485,123) (1,583,206) - 2,799,305
Common
stock
issued
for cash
at $7.00
per share 142,857 1 999,998 999,999
Common
stock
issued
for the
exercise
of warrants
at $5.25 35,714 - 187,499 187,499
Common
stock
issued
for the
exercise
of warrants
at $4.00 187,500 2 750,000 750,002
Deferred
compensation
related 1,170,186 (397,061) 773,125
to stock
options
Cumulative
Translation
Adjustment (650) (650)
Net loss
during
the period (4,165,116) (4,165,116)
Balance at
September
30, 2000 9,733,308 97 7,975,223 (882,184) (5,748,322) (650) 1,344,170
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<TABLE>
<CAPTION>
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
<S> <C> <C> <C> <C> <C>
3 Month Period Ended 9 Month Period Ended For the Period
September 30 September 30 from Inception
2000 1999 2000 1999 on Nov.1,1996
(unaudited)(unaudited) (unaudited)(unaudited) to Sep.30,2000
Operating
Activities
Net loss (1,448,251) (369,079) (4,165,116) (663,045) (5,748,322)
Adjustments to
reconcile net
loss to cash
applied to
operating
activities:
Amortization
of software
development
costs 15,105 45,315 5,000 80,000
Amortization of
goodwill 89,175 267,525 326,975
Amortization of
deferred
compensation 155,609 421,717 732,281
Depreciation 63,164 145,490 18,529 161,815
Loss on sale of
marketable
securities 92,958 92,958
Minority
interest 20,998 0
Change in
operating
assets and
liabilities,
net of effect
of business
acquisitions:
Accounts
receivable 101,999 (122,315) (657)
Due from
related party 7,923 7,423
Prepaid
expenses 8,944 (4,133) 49,596 (7,224) 22,841
Accounts
payable and
accrued
liabilities 209,871 59,325 649,525 59,386 642,473
Income tax
payable (92,339) (92,339)
Deferred
revenue 21,598 39,270 39,270
Due to related
party 29,997 46,323
Net cash used
in operating
activities (761,787) (283,890) (2,753,410) (448,073) (3,734,723)
Investing
Activities
Sale (purchase)
of marketable
securities 81,972 (92,958)
Purchase of
fixed assets (25,887) (758,344) (64,010) (898,077)
Purchase of
software from
NetOpus,Inc. (50,000) (50,000)
Investment in
AgValue (165,955) (233,345) (233,345)
Investment in
Agralink (335,000) (335,000) (335,000)
Cash paid for
acquisition of
Agriplace,
net of cash
acquired 121,260 121,260 121,260
Acquisition of
Triad Creative,
Inc. (150,000) (89,061)
Net cash used
in investing
activities 405,582) 1,205,429) (182,038) (1,577,181)
Financing
Activities
Loan from
related party,
net (30,000)
Increase
(decrease) in
bank loan 70,000) (40,000)
Decrease in
loan payable
to related party (300,000) (300,000)
Increase in
note payable 200,000 207,995 202,000 414,001
Increase in
long-term debt (9,215) 02,621 106,741
Common shares
issued for cash 750,000 1,249,997 1,937,498 1,683,697 4,838,195
Cost of common
stock offering (10,000)
Net cash
provided by
financing
activities 940,785 1,249,997 1,878,114 1,855,697 5,008,937
Effect of
currency rate
changes (650) (1,279) (1,279)
Net increase
(decrease) in
cash (227,233) 966,107 2,082,003) 1,225,586 (304,245)
Cash and cash
equivalents-
Beginning of
period 316,257 306,607 1,777,758 21,178
Cash and cash
equivalents-
End of period 89,024 1,272,714 (304,245) 1,246,764 (304,245)
</TABLE>
The accompanying notes are an integral part of these financial
statements
7
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements reflect the
results of operations for Verida Internet Corp., its wholly-owned
subsidiary, Triad, Inc. and its majority-owned subsidiary, AgriPlace,
Inc. after elimination of all significant intercompany balances and
transactions. These interim consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-QSB. Accordingly, certain information and foot note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such instructions. These interim unaudited consolidated
financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's annual
report on Form 10-KSB for the year ended December 31, 1999.
In the opinion of the Company's management, all adjustments considered
necessary for a fair presentation of these unaudited interim consolidated
financial statements have been included and all such adjustments are of a
normal recurring nature. Operating results for the three-month and nine-
month periods ended September 30, 2000 are not necessarily indicative of
the results that can be expected for the year ended December 31, 2000.
The Company did not transact any business during the first six months of
1999. Therefore, comparisons between the business activity of the most
recent six months ended September 30, 2000 and the prior year are not
meaningful.
NOTE 2 - GOING CONCERN
These interim consolidated financial statements have been prepared on the
basis that the Company will continue as a going concern. The company is
defined as a development stage company per Statement of Financial
Accounting Standards number 7 (SFAS No. 7). All operations since
the start of the development stage on November 1, 1996 have been
reported. The Company has incurred operating losses since its
incorporation and intends to raise additional equity financing to
finance its operations and any acquisitions. However, there can be no
assurance that such acquisitions will occur, or whether additional funds
required, if any, would be available to the Company when required or on
terms acceptable to the Company. Such limitations could have a material
adverse effect on the Company's business; financial condition or operations
and these financial statements do not include any adjustment that could
result there from.
NOTE 3 - FOREIGN CURRENCY TRANSLATION
The Company's majority-owned subsidiary, AgriPlace, Inc., is located in
Calgary in the Alberta province of Canada. The local currency is Canadian
dollars. The local currency is considered to be the functional currency
of the operations of AgriPlace, Inc. Accordingly, assets and liabilities
are translated at the exchange rate in effect at the end of the period.
Revenues and expenses are translated at average rates during the period.
Adjustments resulting from the translation of the accounts of AgriPlace, Inc.
into United States dollars are included in the cumulative translation
adjustment as a separate component of stockholders' equity.
AgriPlace, Inc. is a business to business (B2B) marketplace created to
facilitate trade activity in the feed grains and freight markets, and
link grain companies, brokers and producers with their trading
counterparts including feed mills, feedlots and international buyers.
8
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Months Ended September 30, 2000 and 1999
NOTE 4 - INVESTMENT IN AGRIPLACE INC.
Following the Company's agreement dated November 22, 1999, for which
details were disclosed in the 10-K and 10-QSB for the period ending
March 31, 2000, the Company has continued to advance funds to AgriPlace,
Inc. The total amount paid to AgriPlace, Inc. for the three-month period
ending September 30, 2000 was $150,000.
At September 30, 2000, the Company invested a total of $805,000 in cash
and provided technical services during the nine-month period ended
September 30, 2000 pursuant to the Agreement entitling the Company to
a 65.48% equity interest in AgriPlace. The Company has effectively
acquired a controlling majority interest in AgriPlace, Inc. However,
pursuant to a financing agreement entered into by Agriplace with
Canadian investors, the Company's equity interest in Agriplace is
expected to suffer approximately 50% dilution, in which event the Company
will no longer consolidate the operations of Agriplace with its own.
Results of operations for the period ending September 30, 2000 were
thus accounted for using the consolidation method. According to the
consolidation method, the results of operations are reflected within
the Company's Consolidated Statements of Operations. All significant
inter-company accounts and transactions have been eliminated. Participation
of other shareholders in the earnings or losses of the consolidated
enterprise are reflected in the "Minority Interest" category included
in the Company's Consolidated Statements of Operations.
NOTE 5 - RELATED PARTY TRANSACTIONS
a) Loan Payable to Related Party
At September 30, 2000, the Company owed $300,000 to the President of the
Company relating to the purchase of Triad, Inc. This amount is
unsecured and was non-interest bearing through March 31, 2000. As of
April 1, 2000, the loan began to accrue interest at the rate of ten
percent (10%) per annum.
b) Note Payable
During the 1999 fiscal year, the Company obtained a loan from a shareholder
of the Company and issued a promissory note for $200,000. The promissory
note accrues interest at a rate of eight percent (8%) per annum and was due
in full on or before August 16, 2000, but was not repaid by that date. The
repayment period has been extended until the Company is able to repay the
full amount plus 8% annual interest. The Company is making preparations
to retire the entire debt. At September 30, 2000, the Company owed $218,000
including interest to the shareholder of the Company.
The Company obtained an additional loan from an affiliated public company
shareholder (Trans Orient Petroleum Ltd. - see below) in the amount of
$500,000, of which $200,000 had been drawn down as of September 30, 2000.
This Note bears interest on the unpaid principal balance at a rate of two
and a half percent (2.5%) in excess of the interest rate Bank One
Corporation announces as its Prime Rate. Such interest rate changes
as the Prime Rate changes, and compounds monthly. At September 30, 2000,
the Company owed $201,144 including interest to the shareholder of the
Company.
c) Common Stock
On July 19, 2000 the Company completed a $750,000 private placement from
Trans-Orient Petroleum Ltd. Under terms of the private placement agreement
the Company issued 187,500 units at $4.00 per unit. Each unit consists of
one share of common stock of the Company and one warrant to purchase an
additional share of common stock exercisable at a price of $4.00 per share
until the first business day that is one year of the date of its issuance,
after which, the warrant may be exercisable at a price of $4.50 per share
at any time until the first business day that is two years of the date of
its issuance, after which the Warrant will expire. The financing agree-
ment contains an anti-dilution provision that reduces the price per share
to a lower level if subsequent financings from other parties are based on
a lower share price. The warrant price would be lowered to a price that,
when averaged with the price per share paid on July 19,2000, would equal
the share price of the subsequent financing. Trans-Orient is a public
company with directors, officers and principal shareholders in common with
directors, officers and principal shareholders in common with the Company.
9
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Months Ended September 30, 2000 and 1999
d) Accounts Receivable and Revenue
For the three months ended September 30, 2000 the Company's wholly-owned
subsidiary Triad, Inc. generated a total of $247,485 and a balance of
$102,212 in accounts receivable with public and private companies in which
certain directors and/or officers of the Company held direct or indirect
interests and/or served as directors or officers of these companies.
These companies include Trans-Orient Petroleum Ltd., Indo-Pacific Energy
Ltd., and AMG Oil Ltd.
NOTE 6 - INCOME TAXES
As of September 30, 2000, $61,661 represents the total tax liability of the
Company's wholly owned subsidiary Triad, Inc. This amount was Triad,
Inc.'s tax liability, calculated on a cash tax basis, prior to its
acquisition by the Company on October 21, 1999. The tax recovery of
$92,339 reported as of June 30, 2000 represents the difference between
the tax liability of $154,000 previously reported by the Company on an
accrual tax basis as opposed to the tax liability of $61,661 calculated
on the cash tax basis.
NOTE 7 - COMMON STOCK
a) Authorized and Issued
The authorized number of shares of the Company is 100,000,000 shares of
common stock with a par value of $0.00001 per share. At September 30,
2000, there were 9,733,308 shares of common stock issued and outstanding.
At September 30, 1999 there were 9,150,571 shares of common stock issued
and outstanding.
b) Share Purchase Warrants
<TABLE>
<CAPTION>
The following share purchase warrants to purchase shares of the Company
are outstanding at September 30, 2000:
<S> <C> <C>
Number Price Expiry
of Shares per Share Date
66,666 $16.00/$18.00 December 13, 2000/2001
187,500 $4.00/$4.50 July 19, 2001/2002
</TABLE>
The financing agreement for the 187,500 shares contains an anti-dilution
provision that reduces the price per share to a lower level if subsequent
financings from other parties are based on a lower share price. The
warrant price would be lowered to a price that, when averaged with the
price per share paid on July 19, 2000, would equal the share price of the
subsequent financing.
10
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Months Ended September 30, 2000 and 1999
c) Deferred Compensation
During the three month period ended September 30, 2000, the Company
recorded deferred compensation cost of $265,039 as a result of granting
stock options. This amount represents the difference between the exercise
price and the quoted market price of the Company's common stock at the date
of grant.
The amortization of deferred compensation is charged to operations over the
five-year vesting period of the stock options.
NOTE 8 - LOSS PER SHARE
Net loss per common share is computed based on the weighted-average number
of common shares and common share equivalents outstanding.
Stock options outstanding have not been included in the computation of
diluted loss per share as the inclusion of these securities would be
antidilutive. Consequently, no differences exist between basic and
diluted loss per share for the periods presented. The weighted-average
number of shares outstanding is 9,592,683 and 9,016,643 for the three
months ended September 30, 2000 and 1999, respectively.
<TABLE>
<CAPTION>
NOTE 9 - SUPPLEMENTAL DISCLOSURE TO THE CONSOLIDATED STATEMENTS OF
CASH FLOWS
<S> <C> <C> <C>
3 Month Period Ended 9 Month Period Ended For the Period
September 30 September 30 From Inception
2000 1999 2000 1999 on Nov.1,1996
(Unadited) (Unaudited) (Unaudited)(Unaudited) To Sept.30,2000
Supplemental
Schedule of
Noncash
Investing and
Financing
Activities:
Capital lease
obligations $ - $ - $123,619 $ - $133,650
Common stock
issued as
consideration
for the
purchase of
software from
NetOpus
Incorporated $ - $ - $ - $ - $131,250
Supplemental
Disclosures:
Cash paid
during the
year for
Interest $4,187 $ - $20,931 $ - $34,929
</TABLE>
11
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Months Ended September 30, 2000 and 1999
NOTE 10 - COMMITMENTS AND CONTINGENCIES
During the three month period ended September 30, 2000, the Company did
not enter into any additional capital leases.
NOTE 11 - SUBSEQUENT EVENTS
(a) On August 1, 2000 the Company's majority-owned subsidiary AgriPlace, Inc.
entered into a Letter of Intent to purchase 100% of the outstanding shares of
AgValue, Inc., a private company based in Calgary, in the Alberta province
of Canada. AgValue, Inc. facilitates the sale of non-board grain by bringing
together sellers and buyers in the Western Canadian market. Revenues are
derived by charging both buyers and sellers transaction fee based on the
number of tons of grain traded. The total agreed upon purchase price is
1,400,000 Canadian dollars (equivalent to approximately $896,000 in United
States dollars). The first payment is due on closing in the amount of
$300,000 Canadian dollars (equivalent to approximately $224,000 in United
States dollars), less a $100,000 deposit in Canadian dollars. The $100,000
deposit in Canadian dollars is reflected on the Consolidated Balance Sheet
as of September 30, 2000 as a Deposit on Acquisition for the United States
dollar equivalent of $67,390. Payments for the balance of the agreed upon
purchase price will be paid monthly over 30 months, beginning September1,2000.
Complete documentation of the transaction had not been finalized as of
September 30, 2000. the Company expects to fully consolidate this
acquisition in the Fourth Quarter of FY 2000, but may adjust Third
Quarter results depending on the outcome of its review of the final
documentation of the transaction.
(b) On July 25, 2000 the Company signed a letter of understanding for the
right to purchase a fully diluted eighty percent (80%) stake in AgraLink
Exchange Ltd. (AgraLink), a private company based in Calgary in the Alberta
province in Canada. AgraLink develops and operated trading software which
facilitates the trading and clearing of various commodities including
non-board Western Canadian grains. Pursuant to the terms of the letter,
on August 2, 2000 the Company advanced a non-interest bearing loan in the
amount of $335,000 to AgraLink until August 31, 2000. It should be stated
that the $335,000 is expected to be committed to a purchase of AgraLink shares.
The Company did not exercise its right to purchase the 80% equity interest
in AgraLink by August 31, 2000. as it did not have sufficient resources to
complete the acquisition. The amount has been classified as a non-current
asset until a negotiated settlement of the investment is concluded.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
Forward Looking Statements
All statements, other than statements of historical facts,
included in this report that address activities, events or
developments that the Registrant expects, believes, intends
or anticipates will or may occur in the future, are forward-
looking statements. Forward-looking statements are inherently
subject to risks and uncertainties, many of which cannot be
predicted with accuracy and some of which might not even be
anticipated. Future events and actual results, financial and
otherwise, could differ materially from those set forth in or
contemplated by the forward-looking statements herein. These
risks and uncertainties include, but are not limited to, the
Registrant's reliance on current revenues; the uncertainties
associated with the introduction of new products/services; management
of growth, including the ability to attract and retain qualified
employees; the ability to attract and retain qualified employees; the
ability to integrate acquisitions made by the Registrant and the costs
associated with such acquisitions, dependence on its chief financial officer;
substantial competition from larger companies with greater financial
and other resources than the Registrant; the success of its marketing strategy;
its dependence on suppliers for some of its products; currency fluctuations
and other risks associated with foreign sales and foreign operations;
quarterly fluctuations in revenues, income and overhead expense; and
potential product liability risk associated with its existing and future
products. Readers are cautioned not to put undue reliance on forward-looking
statements. The Registrant disclaims any intent or obligation to update
publicly these forward-looking statements, whether as result of new
information, future events or otherwise.
Overview
The Registrant's operations consist of two divisions, Verida, an e-commerce/
Internet development stage business and Triad, marketing services division.
The Registrant's second fiscal quarter ended September 30, 2000 and
includes the consolidation of the accounts of its currently majority-
owned subsidiary AgriPlace, Inc. The Registrant invested total of
$805,000 cash and technical services during the 9 months ended
September 30, 2000 in return to earn a 65.48% equity interest in
the Agriplace although AgriPlace has entered into a Letter of Intent with
Canadian financiers which would see the Company's interest diluted to
approximately 50% of the 65.48%.
The Triad division was acquired in a non-arm's length transaction effective
October 22, 1999 which acquisition is more particularly described in the
Registrant's Form 10-KSB filing for its December 31, 1999 fiscal year.
The Triad division continues to operate as an independent business unit
that is consolidated into Verida operations for reporting purposes.
The Triad division experienced relatively stable business conditions in
the third quarter while the Registrant's Verida e-commerce division saw a
general decrease in most expenditure categories as a consequence of the
curtailment in financing available for these purposes. The Registrant
continued to develop new business opportunities and financing alternatives
in spite of financial constraints. For the third fiscal quarter the
Registrant experienced an overall net loss of approximately $1.4 million.
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The Registrant's discussion and analysis of its third fiscal quarter is
limited to a discussion of the operational results of that quarter as it
was reorganized to be an e-commerce focused company in February of 1999
(prior to which it was a junior resource exploration issuer) and
comparisons with the previous year's third fiscal quarterly financial
results are not meaningful since the Registrant had not generated any
revenue through the third quarter ended September 30, 1999.
Liquidity and Capital Resources
The Registrant commenced its third fiscal quarter with working capital of
$316,257 and finished the quarter with a working capital balance of $89,024.
The decrease in working capital in the quarter represents the net loss
($1,448,251) plus outside financing and non-cash expenses reflected in the
net loss. A cash infusion of $200,000 in the third quarter was obtained
by obtaining debt financing from Trans-Orient Petroleum Ltd.
The Company drew an additional $100,000 in debt financing from Trans-Orient
Petroleum Ltd. On October 15, 2000, and plans to draw the remaining
$200,000 available under the original agreement by the end of the year.
On July 19, 2000 the Company completed a $750,000 private placement with
Trans-Orient Petroleum Ltd. Under terms of the private placement agreement
the Company issued 187,500 units at $4.00 per unit. Each unit consists of
one share of common stock of the Company and one warrant to purchase an
additional share of common stock exercisable at a price of $4.00 per share
until the first business day that is one year of the date of its issuance,
after which, the warrant may be exercisable at a price of $4.50 per share
at any time until the first business day that is two years of the date of
its issuance, after which the Warrant will expire.
The financing agreement contains an anti-dilution provision that reduces
the Price per Share to a lower level if subsequent financings from other
parties are based on a lower share price. The warrant price would be lowered
to a price that, when averaged with the price per share paid on July 19,
2000, would equal the share price of the subsequent financing.
The Triad division operations neither contributed nor required significant
cash resources of the Registrant in the fiscal quarter ended September 30,
2000.
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The Verida e-commerce business development represents substantially all of
the Registrant's net uses of cash in the quarter. Up to now, the Company's
access to capital has been entirely dependent upon the condition of the
equity markets generally and in particular the investment conditions for
development stage e-commerce companies. There is no assurance that the
Registrant's future cash requirements can be met from its existing sources
or from any other sources or that the terms of any investment will not be
prohibitive or severely dilutive to shareholders.
Operations
(a) Triad
The Triad division accounted for virtually all of the Registrant's gross
revenue in the third fiscal quarter, being $206,383 from marketing,
graphics and strategic corporate positioning services. This figure
represents a significant increase over the previous quarter's gross revenue
of $114,774. This revenue is net of inter-company eliminations. The Triad
division employs eight full-time salaried persons and two nearly full-time
contract personnel. No significant changes to Triad's operations are expect
in the immediate foreseeable future.
(b) Verida e-commerce
The Registrant's largest cash requirements arose from development of its
Verida e-commerce operations. The primary expense continues to be
personnel costs. The Registrant's Verida division added a new employee
during the quarter and increased to 13 full-time employees as of September
30, 2000. Six of these persons were employed in technical functions
including software and web site development, three were executive staff,
two in marketing and administration, and two were providing financial
services. During the fiscal quarter ended September 30, 2000 the
Registrant recorded deferred compensation costs of $420,648 as a result
of granting of stock options at a price below the then quoted market value
of the Registrant's common stock.
The Registrant invested a further $150,000 for common shares in AgriPlace,
Inc. The previously written-off $260,000 was added back to beginning
period deficit and total investment of $805,000 to date has been eliminated
as inter-company transactions using the equity method. The investment
represents the Registrant's acquisition of a 65.48% equity interest in
AgriPlace. AgriPlace owns and operates the AgriPlace web site, which
through its Grain Place division is currently trading feed barley, canola,
feed weed and other grains as a net market.
Aside from personnel and marketing costs, there were no other principal
operational expense items. The Registrant paid $43,317 and $101,142 in
consulting and professional fees, respectively. These, and all other
expenses were incurred in the normal conduct of business to develop the
Registrant's operation in the market in which it competes.
(c) AgriPlace, Inc.
This company operates as a separate business unit, and is consolidated into
the Registrant's accounts. AgriPlace continues to increase its on-line
transactional volume in the Western Canada grain, seed, and fertilizer
markets. It offers farmers in Western Canada comprehensive agronomic
services that are intended to provide the bases for integrated relationships.
Many of the AgriPlace expenditures are viewed as an investment in future
agricultural relationships that may lead to higher levels of transactional
volumes in the future.
In order to continue its expansion, AgriPlace has sought and negotiated new
financing separate from the Company. As a result, the Company's ownership in
AgriPlace is expected to be significantly reduced over the course of the
next six months although there is no assurance the expected financing will
materialize.
Common Stock
The Registrant issued options on 170,000 shares at the option price of $4.02
per share to key employees. During the period, 10,000 options were cancelled
as employees left the Company. The total options outstanding at the end of
the period were 1,565,948 at exercise prices that ranged from $4.00 to
$12.87 per share.
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Future Trends
The Registrant expects continued losses from operations and will require a
significant financing, merger or other transaction in order to avoid
bankruptcy. Revenue from its AgriPlace subsidiary is expected to increase
from the continued development of Grain Place and Input Place, but financing
requirements will dilute the Company's share of these increases.
Future growth will be accompanied by increased competition from larger
competitors in both the petroleum and agricultural markets. In many
instances, these companies will have greater resources than Verida.
Liquidity
The Registrant's current cash position will enable it to maintain its
current level of operations through the end of this fiscal year. The
Registrant's management understands that it will have to bring in
additional capital investment in the near future if it is to continue
to operate and develop its technologies.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant is not a party to any legal proceedings.
ITEM 2. CHANGES IN SECURITIES
Placements of Securities
During the quarter ending September 30, 2000, the Registrant did not issue
any additional securities.
Stock Options Granted
During the quarter ending March 31, 2000, the Registrant issued options
under its 1999 Stock Option Plan to newly hired officers and key employees
to acquire its common shares in the following amounts:
Date Type of Security Number Exercise Price Term
07/17/00 Stock Option 25,000 $4.02 5 years [1}
07/17/00 Stock Option 5,000 $4.02 5 years [1}
07/17/00 Stock Option 65,000 $4.02 4 years [1}
07/17/00 Stock Option 65,000 $4.02 4 years [1}
07/17/00 Stock Option 10,000 $4.02 5 years [1}
All of the above options were issued under Section 4(2) of the 1933
Securities Act. No options were exercised during the quarter ending
September 30, 2000.
Footnote [1} - 12.5% of Option may be exercised at 6 months and 12.5%
every 6 months thereafter.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
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: November 14, 2000 By:__/s/MICHAEL HINSHAW____________
Michael Hinshaw, President
Dated: November 14, 2000 By:__/s/HENRY L. CORONA____________
Henry L. Corona, Chief Financial Officer
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