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, 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 of Incorporation or
Organization) or Identification Number)
50 California Street
Suite 1500
San Francisco, California 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: 9,510,094 outstanding as of March 31, 2000
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ x ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Balance Sheets
Unaudited - Prepared by Management
As of March 31, 2000 1999
ASSETS
Current
Cash and short-term deposits $ 1,642,669 $ 139,583
Accounts receivable 158,421 -
Prepaid expenses and deposits 20,795 -
----------- ---------
1,821,885 139,583
Property and equipment, net 293,809 -
Capitalized software development
costs, net 130,900 -
Goodwill, net of accumulated
amortization of $148,625 1,634,870 -
----------- ---------
Total Assets $ 3,881,464 $ 139,583
=========== =========
LIABILITIES
Current
Bank loan $ 45,000 $ -
Accounts payable and accrued
liabilities 202,257 8,500
Due to related party - 32,469
Loan payable to related party 300,000 -
Note payable 209,995 -
Current portion of long-term debt 33,421 -
Income taxes payable 154,000 -
----------- ---------
944,673 40,969
Long-term debt 69,153 -
----------- ---------
Total Liabilities 1,013,826 40,969
----------- ---------
STOCKHOLDERS' EQUITY
Common stock, $0.00001 par value;
100,000,000 shares authorized
(March 31, 2000: 9,510,094 shares
issued and outstanding) (March 31,
1999: 8,887,000 shares issued
and outstanding) 95 89
Additional paid-in capital 5,981,762 340,621
Deferred compensation (488,341) -
Deficit accumulated during
the development stage (2,625,878) (242,096)
----------- ---------
Total Stockholders' Equity 2,867,638 98,614
----------- ---------
Total Liabilities and
Stockholders' Equity $ 3,881,464 $ 139,583
=========== =========
1
<PAGE> 3
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Operations and Comprehensive Loss
Unaudited - Prepared by Management
For the For the For the Period
Three Month Three Month From Inception on
Period Ended Period Ended November 1, 1996
March 31, March 31, to March 31,
2000 1999 2000
REVENUES
Net revenues $ 235,215 $ - $ 387,894
Interest income 13,989 1,559 46,593
------------ ---------- ------------
249,204 1,559 434,487
Job costs 84,338 - 131,213
------------ ---------- ------------
Gross margin 164,866 1,559 303,274
------------ ---------- ------------
EXPENSES
Amortization of software
development costs 15,105 - 50,350
Amortization of goodwill 89,175 - 148,625
Amortization of deferred
compensation 111,006 - 421,570
General and administrative
(Schedule) 811,634 33,498 1,735,962
Product development - 71,719 214,069
------------ ---------- ------------
Total operating expenses 1,026,920 105,217 2,570,576
------------ ---------- ------------
OPERATING LOSS FOR THE PERIOD (862,054) (103,658) (2,267,302)
Loss on sale of fixed assets (5,618) - (5,618)
Loss on sale of marketable
securities - (92,958) (92,958)
Write-down of investment in
AgriPlace Inc. (175,000) - (260,000)
------------ ---------- ------------
NET LOSS FOR THE PERIOD (1,042,672) (196,616) (2,625,878)
Other comprehensive
income (loss):
Unrealized loss on
marketable securities - - (94,574)
Reclassification adjustment - 94,574 94,574
------------ ---------- ------------
COMPREHENSIVE LOSS FOR
THE PERIOD $ (1,042,672) $ (102,042) $ (2,625,878)
============ ========== ============
BASIC AND DILUTED LOSS
PER SHARE $ (0.11) $ (0.02) $ (0.41)
============ ========== ============
2
<PAGE> 4
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity
Unaudited - Prepared by Management
For the Three Month Periods Ended March 31, 2000 and 1999
Additional
Common Paid-in Deferred
Shares Amount Capital Compensation
Balance at December 31, 1998 8,887,000 $ 89 $ 340,621 $ -
Net loss during the period -
Reclassification adjustment
--------- ---- ----------- ----------
Balance at March 31, 1999 8,887,000 $ 89 $ 340,621 $ -
========= ==== =========== ==========
Balance at December 31, 1999 9,367,237 $ 94 $ 4,867,540 $ (485,123)
Common stock issued for cash
at $7.00 per share 142,857 1 999,998
Deferred compensation related
to stock options 114,224 (3,218)
Net loss during the period
--------- ---- ----------- ----------
Balance at March 31, 2000 9,510,094 $ 95 $ 5,981,762 $ (488,341)
========= ==== =========== ==========
3-a
<PAGE> 5
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity
Unaudited - Prepared by Management
For the Three Month Periods Ended March 31, 2000 and 1999
Deficit
Accumulated
During the Cumulative Total
Development Comprehensive Stockholders'
Stage Adjustment Equity
Balance at December 31, 1998 $ (45,480) $ (94,574) $ 200,656
Net loss during the period (196,616) (196,616)
Reclassification adjustment 94,574 94,574
------------ --------- ------------
Balance at March 31, 1999 $ (242,096) $ - $ 98,614
============ ========= ============
Balance at December 31, 1999 $ (1,583,206) $ - $ 2,799,305
Common stock issued for cash
at $7.00 per share 999,999
Deferred compensation related
to stock options 111,006
Net loss during the period (1,042,672) (1,042,672)
------------ --------- ------------
Balance at
March 31, 2000 $ (2,625,878) $ - $ 2,867,638
============ ========= ============
3-b
<PAGE> 6
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
Unaudited - Prepared by Management
For the Period
For the For the From
Three Month Three Month Inception on
Period Ended Period Ended 11/01/96
March 31, March 31, to March 31,
2000 1999 2000
OPERATING ACTIVITIES
Net loss for the period $ (1,042,672) $ (196,616) $ (2,625,878)
Adjustments to reconcile net loss to
cash applied to operating activities:
Amortization of software
development costs 15,105 - 50,350
Amortization of goodwill 89,175 - 148,625
Amortization of deferred
compensation 111,006 - 421,570
Depreciation 26,307 - 42,632
Loss on sale of marketable
securities - 92,958 92,958
Changes in non-cash working capital:
Accounts receivable (109,982) - 11,676
Due from related party 408 - (92)
Prepaid expenses 10,228 - (16,527)
Accounts payable and
accrued liabilities 125,737 3,922 118,685
Due to related party - 32,469 -
------------ ---------- ------------
Net cash used in operating
activities (774,688) (67,267) (1,756,001)
------------ ---------- ------------
FINANCING ACTIVITIES
Loan from related party, net - (30,000) -
Increase (decrease) in bank loan (25,000) - 5,000
Decrease in loan payable to
related party (300,000) - (300,000)
Increase in note payable 3,989 - 209,995
Increase in long-term debt 89,670 - 93,790
Common shares issued for cash 999,999 133,700 3,900,696
Cost of common stock offering - - (10,000)
------------ ---------- ------------
Net cash provided by
financing activities 768,658 103,700 3,899,481
------------ ---------- ------------
INVESTING ACTIVITIES
Sale (purchase) of marketable
securities - 81,972 (92,958)
Purchase of fixed assets, net (129,059) - (268,792)
Purchase of software from
NetOpus Incorporated - - (50,000)
Acquisition of Triad Creative, Inc. - - (89,061)
------------ ---------- ------------
Net cash used in investing
activities (129,059) 81,972 (500,811)
------------ ---------- ------------
Net increase (decrease) in cash (135,089) 118,405 1,642,669
Cash and short-term deposits -
Beginning of period 1,777,758 21,178 -
------------ ---------- ------------
Cash and short-term deposits -
End of period $ 1,642,669 $ 139,583 $ 1,642,669
============ ========== ============
4
<PAGE> 7
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Schedules of General and Administrative Expenses
Unaudited - Prepared by Management
For the Period
For the For the From
Three Month Three Month Inception on
Period Ended Period Ended 11/01/96
March 31, March 31, to March 31,
2000 1999 2000
General and Administrative Expenses
Bank charges and interest $ 4,597 $ 77 $ 16,303
Bad debts - - 2,467
Consulting 37,487 - 122,191
Depreciation 26,307 - 42,632
Insurance - - 49,074
Interest on long-term debt 8,061 - 8,778
Loss (gain) on foreign exchange 1,263 - (221)
Maintenance and repairs 5,877 - 9,896
Meals and entertainment 14,520 - 22,775
Office and miscellaneous 52,980 25,878 165,325
Professional fees 86,269 6,613 171,733
Promotion and marketing 128,779 350 208,659
Rent 36,145 580 46,085
Salaries and benefits 408,773 - 850,769
Subscriptions and dues 576 - 1,736
Trademark fees - - 17,760
--------- -------- -----------
$ 811,634 $ 33,498 $ 1,735,962
========= ======== ===========
6
<PAGE> 8
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Month Periods Ended March 31, 2000 and 1999
NOTE 1 - BASIS OF PRESENTATION
These unaudited interim financial statements have been prepared in
accordance with the instructions to Form 10-QSB. Accordingly, certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
instructions. These unaudited interim 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 financial
statements have been included and all such adjustments are of a normal
recurring nature. Operating results for the three month period ended
March 31, 2000 are not necessarily indicative of the results that can
be expected for the year ended December 31, 2000.
NOTE 2 - GOING CONCERN
These financial statements have been prepared on the basis that the
Company will continue as a going concern. 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
therefrom.
NOTE 3 - INVESTMENT IN AGRIPLACE INC.
On November 22, 1999, the Company entered into a letter of agreement
(the "Agreement") with two individuals (the "Individuals") and
AgriPlace Inc. (formerly AG-Direct.Com Inc.) ("AgriPlace"). The
purpose of AgriPlace is 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. Under the terms of the Agreement, the Company
has the right to earn from the Individuals up to a 66.67% equity
interest in AgriPlace in exchange for providing certain services and
for paying an aggregate amount of $800,000, payable over 16 months.
Additionally, the Company has the option to acquire a further 8.33%
equity interest in AgriPlace upon payment of $50,000 to each of the
Individuals which may only be exercised where the Individuals have
failed to achieve certain development milestones by November 22, 2000.
The Company and AgriPlace are required to enter into an agreement in
which the Company will provide services and expertise at commercially
standard and reasonable rates to a maximum of $400,000, over a period
of 18 months. The Individuals are entitled to enter into employment
agreements with AgriPlace for approximately $10,000 per month in
aggregate over an initial term of 24 months.
The Company may discontinue funding upon 90 days notice and retain a
pro rata share but will forfeit the right to further fund AgriPlace.
At March 31, 2000, the Company paid a total of $260,000 in cash
pursuant to the Agreement entitling a 39.39% equity interest in
AgriPlace.
<PAGE> 9
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Month Periods Ended March 31, 2000 and 1999
NOTE 4 - RELATED PARTY TRANSACTIONS
a) Loan Payable to Related Party
At March 31, 2000, the Company owed $300,000 to the President of the
Company payable in cash relating to the purchase of Triad. This amount
is unsecured and non-interest bearing.
b) Note Payable
At March 31, 2000, the Company owed $209,995 including interest to a
shareholder of the Company.
c) Common Stock
Trans-Orient Petroleum Ltd. ("Trans-Orient") exercised previously
issued share purchase warrants to purchase 142,857 shares of the
Company at a price of $7.00 per share for gross proceeds of $999,999 to
the Company.
Trans-Orient is a public company with directors, officers and/or
principal shareholders in common with the Company.
NOTE 5 - BANK LOAN
Pursuant to a commercial security agreement dated November 26, 1997,
the Company has a $45,000 promissory note with a financial institution
due on April 30, 2000 and bearing interest at a rate of 1.75% over the
bank index rate.
NOTE 6 - 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 8% per annum and is
due in full on or before August 16, 2000. At March 31, 2000, the
Company owed $209,995 including interest to the shareholder of the
Company.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
During the three month period ended March 31, 2000, the Company entered
into additional capital leases requiring various payments totaling
$154,005 over a period of two to five years.
NOTE 8 - 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 March 31,
2000, there were 9,510,094 shares (March 31, 1999: 8,887,000 shares) of
common stock issued and outstanding.
7
<PAGE> 10
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Month Periods Ended March 31, 2000 and 1999
NOTE 8 - COMMON STOCK (continued)
b) Share Purchase Warrants
The following share purchase warrants to purchase shares of the Company
are outstanding at March 31, 2000:
Number Price Expiry
of Shares per Share Date
35,714 $7.00 August 27, 2002
66,666 $16.00/$18.00 December 13, 2000/2001
-------
102,380
=======
During the three month period ended March 31, 2000, the Company
repriced previously issued share purchase warrants to purchase 178,571
shares at a price of $10.00 per share expiring on August 27, 2002 to a
price of $7.00 per share. These warrants were partially exercised by
Trans-Orient Petroleum Ltd. to purchase 142,857 shares at a price of
$7.00 per share for gross proceeds of $999,999 to the Company.
Subsequent to March 31, 2000, the remaining share purchase warrants
were further repriced to purchase 35,714 shares at a price of $5.25 per
share expiring on August 27, 2002.
c) Deferred Compensation
During the three month period ended March 31, 2000, the Company
recorded deferred compensation cost of $124,285 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 vesting period of the stock options ranging from three to four and
a half years
NOTE 9 - 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 are 9,370,377 and 8,887,000 for the three
month periods ended March 31, 2000 and 1999, respectively.
8
<PAGE> 11
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
For the Three Month Periods Ended March 31, 2000 and 1999
NOTE 10 - SUPPLEMENTAL DISCLOSURE TO THE CONSOLIDATED STATEMENTS OF
CASH FLOWS
For the Period
For the For the From
Three Month Three Month Inception on
Period Ended Period Ended 11/01/96
March 31, March 31, to March 31,
2000 1999 2000
Supplemental disclosure
of cash flow
information:
Interest paid $ 11,758 $ - $ 13,998
======== ===== ===========
Supplemental disclosure
of non-cash financing
and investing activities:
Common stock issued as
consideration for the
purchase of software from
NetOpus Incorporated $ - $ - $ 131,250
======== ===== ===========
Common stock issued as
consideration for the
acquisition of Triad
Creative, Inc. $ - $ - $ 1,050,000
======== ===== ===========
9
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
The Registrant's operations can generally be described as
constituting two divisions viz. its Verida e-commerce/internet
development stage business and its Triad marketing services division.
The Registrant's first fiscal quarter ended March 31, 2000 represents
the first fiscal quarter in which the Registrant's operations include
the accounts of its Triad division for the full fiscal quarter. 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.
Generally speaking, the Registrant's Triad division experienced
relatively stable business conditions in the first quarter while the
Registrant's Verida e-commerce division saw significant increases in
most expenditure categories as a consequence of investment in
development of this division of the Registrant's business. The Verida
e-commerce division is expected to eventually constitute by far the
more significant operations of the two divisions. For the first fiscal
quarter the Registrant experienced an overall net loss of approximately
$1 million which was basically funded through the issuance of 142,857
shares at a price of $7.00 per share from the exercise of share
purchase warrants repriced from $10.00 to $7.00 per share. The
Registrant's discussion and analysis of its first 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
therefore comparisons with the previous year's first fiscal quarterly
financial results are not meaningful.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant commenced its first fiscal quarter with working
capital of $741,025 and finished the quarter with working capital of
approximately $877,212. The increase in working capital in the quarter
represents equity capital raised in the quarter ($999,999) over the net
loss ($1,042,672) plus $241,593 of non-cash expenses reflected in the
net loss.
The Triad division operations neither contributed nor required
significant cash resources of the Registrant in the fiscal quarter
ended March 31, 2000. The Verida e-commerce business development
represents substantially all of the Registrant's net uses of cash in
the quarter. The Registrant has no specific or dependable sources of
cash and relies upon equity investors to fund its operations. One of
the Registrant's principal shareholders, Trans-Orient Petroleum Ltd.,
an affiliate, was the purchaser of the 142,857 shares issued for $7.00
during the period. The Registrant's access to capital is 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.
<PAGE> 13
OPERATIONS
(a) Triad
The Triad division accounted for virtually all of the Registrant's
gross revenue in the first fiscal quarter, being $235,215 from
marketing, graphics and strategic corporate positioning services. This
figure represents a modest increase over the previous quarter's gross
revenue of $152,679 (from October 22, 1999 to December 31, 1999). The
Triad division employs eight full-time salaried persons and two nearly
full-time contract personnel. No significant changes to Triad's
operations are expected in the immediate foreseeable future.
(b) Verida e-commerce
The Registrant's largest cash requirements arose from development
of its Verida e-commerce operations. While expenses increased in
almost all categories, the primary expense and largest increase was
seen in personnel costs. The division commenced the quarter with eight
full-time staff members and this figure had increased to 15 full-time
employees and two largely full-time consultants as at March 31, 2000.
Nine of these persons were employed in technical functions including
software and web site development, three were executive staff, three in
marketing and administration, and two were providing financial and
business consulting services. The Registrant's Verida division
employment costs increased quarter over quarter from approximately
$140,000 to $408,773. During the fiscal quarter ended March 31, 2000
the Registrant recorded deferred compensation costs of $124,285 as a
result of granting of stock options at a price below the then quoted
market value of the Registrant's common stock. This trend of
increasing personnel costs is likely to continue albeit at a slower
rate.
The Company engaged software developer Siebel Systems Inc. at a
cost of approximately $50,000 in the quarter for software license and
support services to establish the Registrant's customer relationship
management software system to enable it through web site, call center
and direct sales to more effectively engage and manage customers and
prospects for its proposed suite of internet services. While this
software will require annual maintenance and support expenditures, as
well as additional licensing costs and fees associated with
customization and increased usage, the bulk of the payment is a one-
time licensing fee. A second material contract in the quarter resulted
from the engagement of PRx, a public relations firm, for aggregate
expenditures of $75,000. These expenditures were incurred in order to
raise the profile of the Company with business analysts and media.
The Registrant invested a further $175,000 for common shares in a
private Alberta, Canada company, AgriPlace, Inc. which investment the
Registrant elected to write off in the quarter. The investment
represents part of the Registrant's commitment to invest an aggregate
of $800,000 in AgriPlace in order to acquire a 66-2/3% equity interest
in AgriPlace. As of March 31, 2000, the Registrant was entitled to
receive a portion of these shares, however the shares were not issued
until after the quarter end. 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. After
the quarter end, AgriPlace signed a letter of intent to purchase an
operating traditional Alberta grain brokerage for approximately $1
million of which approximately one-half will be paid in cash and one-
half in AgriPlace securities.
<PAGE> 14
Aside from personnel and marketing costs, there were no other
principal operational expense categories all of which are
particularized in the accompanying financial statements. The
Registrant paid $37,487 and $86,269 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.
Common Stock
The Registrant issued 142,857 shares of common stock at $7.00 per
share during the period, bringing the total shares issued as of March
31, 2000 to 9,510,094. In addition, a key employee was issued 53,000
shares at the option price of $9.03 per share. During the period,
12,576 options were cancelled as employees left the Company. The total
options outstanding at the end of the period were 1,248,497 at prices
that ranged from $5.25 to $12.87 per share.
Future Trends
The Registrant anticipates the development of some revenue over
the next two calendar Quarters, primarily from its AgriPlace
subsidiary. This business is expected from the continued development
of Grain Place and Input Place, and the improvements in technology that
the Registrant has invested in during the first quarter of this year.
Close affiliations with companies like AgValue should lead to higher
volumes of traffic on AgriPlace sites that will also contribute to the
number of transactions conducted on them.
Any growth will be accompanied by increased competition from
larger competitors in the agricultural markets. In many instances,
these companies will have greater resources than AgriPlace or Verida.
The Registrant expects the competition to be fierce in all areas of
AgriPlace's business.
The Registrant plans to develop new VeriPlaces in the Energy and
Agricultural markets. It believes that it will be able to capitalize
on the sophisticated technology it has developed and continues to
develop for AgriPlace. While the Registrant is optimistic about its
ability to pentetrate these markets, the Company recognizes that it
will face significant competition from often larger competitors.
Liquidity
The Registrant's current cash position will enable it to maintain
its current level of operations for approximately 4 months. It
anticipates an additional influx of capital from the exercise of
warrants by current shareholders within the near future. This will
extend the length of time the Registrant can operate at its current
level of operations for another 3 months. Management understands that
it will have to bring in additional capital investment in the near
future if it is to continue to develop.
At this time, there is no guarantee that the necessary investment
will be forthcoming. And, the failure to obtain significant additional
financing will have a material adverse effect on the Company. The
Registrant is seeking to establish a formal relationship with a
qualified investment firm in order to achieve its growth objectives.
No such formal agreement is currently in place.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant is not a party to any legal proceedings.
<PAGE> 15
ITEM 2. CHANGES IN SECURITIES
Placements of Securities
During the quarter ending March 31, 2000, 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 common stock issues were made pursuant to
exemptions from registration contained in Regulation S, Rules 901-905
of the 1933 Securities Act.
Common Stock Issuance
Date Type of Security Number Proceeds Exemption
03/29/00 Common Stock 142,857 $999,999 Reg. S (901-905)[1]
[1] Each share acquired was acquired at a price of $7.00 per share.
Detailed information is provided in Part I of this document. See
Consolidated Statements of Changes in Stockholders' Equity and
Note 8(b).
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:
Exercise
Date Type of Security Number Price Term
02/04/00 Stock Option 53,000 $ 9.03 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 March 31, 2000.
[1] 12.5% of Option may be exercised at 12 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
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27.1 Financial Data Schedule
<PAGE> 16
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: May 11, 2000
By: /s/ Michael Hinshaw
Michael Hinshaw, President
Dated: May 11, 2000
By: /s/ Henry L Corona
Henry L. Corona, Chief Financial
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at March 31, 2000 (Unaudited) and
the Consolidated Statement of Loss for the three months ended March 31, 2000
(Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,642,669
<SECURITIES> 0
<RECEIVABLES> 158,421
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,821,885
<PP&E> 470,914
<DEPRECIATION> 177,105
<TOTAL-ASSETS> 3,887,464
<CURRENT-LIABILITIES> 944,673
<BONDS> 0
0
0
<COMMON> 95
<OTHER-SE> 2,867,543
<TOTAL-LIABILITY-AND-EQUITY> 3,881,464
<SALES> 235,215
<TOTAL-REVENUES> 249,204
<CGS> 84,338
<TOTAL-COSTS> 84,338
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,758
<INCOME-PRETAX> (1,042,672)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,042,672)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,042,672)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
