<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 June 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
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: 9,733,308 outstanding as of August 7, 2000
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ x ]
<PAGE> 2
Part I. FINANCIAL INFORMATION PAGE
NUMBER
Item 1. Financial Statements
Consolidated Balance Sheet as of June 30,
2000 (unaudited) and June 30, 1999. 3
Consolidated Statements of Operations
and Comprehensive Loss (unaudited)
For the three months ended June 30,
2000 and 1999 4
Consolidated Statements of Changes
in Stockholders' Equity (unaudited)
For the six months ended June 30,
2000 and 1999 5-6
Consolidated Statements of Cash Flows
(unaudited)
For the three months ended June 30,
2000 and 1999 7-8
Notes to Interim Unaudited
Consolidated Financial Statements 9-14
Item 2.
Management's Discussion and analysis
of Financial Condition and Results of
Operations 15-18
Part II. OTHER INFORMATION
Item 1. Legal Proceeding 18
Item 2. Changes in Securities 18
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote
of Security Holders 19
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
SIGNATURES 21
<PAGE> 3
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Balance Sheets
June 30 June 30
2000 1999
(unaudited) (unaudited)
Assets
Current
Cash and Cash Equivalents 316,257 274,138
Accounts Receivable 34,115
Prepaid expenses and deposits 43,651 3,091
---------- ---------
394,023 277,229
---------- ---------
Property and Equipment, net 634,014
Capitalized software development
costs, net 115,797 176,250
Deposits on Acquisitions 67,390
Intangible Assets, net of $237,800
accum. amortization 1,545,696
---------- ---------
Total Assets 2,756,920 453,479
Liabilities
Current
Accounts payable and accrued liabilities 516,174 2,000
Deferred Revenues 17,672
Notes payable 200,000
Due to related party - 18,965
Loan payable to related party 300,000
Capital lease obligations
payable-current 34,500
Income taxes payable 61,661
---------- ---------
1,130,007 20,965
Capital lease obligations
payable-non-current 90,240
Total Liabilities 1,220,247 20,965
---------- ---------
Stockholders' Equity
Common stock, $0.0001
par value; 100,000,000 shares
authorized (June 30, 2000: 9,545,808
shares issued and outstanding.
June 30, 1999: 8,972,000 shares &
and outstanding) 95 90
Additional paid-in capital 6,453,166 1,209,370
Deferred compensation (617,145) (437,500)
Cumulative translation adjustment 629
Deficit accumulated during the
development stage (4,300,072) (339,446)
Total Stockholders' Equity 1,536,673 432,514
---------- ---------
Total Liabilities and Stockholders' Equity 2,756,920 453,479
The accompanying notes are an integral part of these financial statements
-1-
<PAGE> 4
VERIDA INTERNET CORP.
( A Development Stage Enterprise)
Consolidated Statements of Operations and Comprehensive Loss
For the
3 Month Period Ended 6 Month Period Ended From Period
June 30 June 30 Inception
2000 1999 2000 1999 on 11/01/96
(unaudited) (unaudited) (unaudited) (unaudited) to 06/30/00
Revenue 120,236 355,451 508,130
Job costs 51,959 136,297 183,172
---------- --------- ---------- --------- ----------
Gross Margin 68,277 - 219,154 - 324,958
---------- --------- ---------- --------- ----------
Operating Expenses:
Selling, General &
Administrative 1,589,967 71,320 2,389,843 104,818 3,311,931
Product Development - 23,906 - 95,625 214,069
Amortization of
deferred
compensation 155,102 266,108 576,672
Amortization of software
development 15,105 5,000 30,210 5,000 65,455
Amortization of
goodwill 89,175 178,350 237,800
---------- --------- ---------- --------- ----------
Total Operating
expenses 1,849,349 100,226 2,864,511 205,443 4,405,927
---------- --------- ---------- --------- ----------
Operating Loss for
the period (1,781,073) (100,226) (2,645,358) (205,443) (4,080,970)
Other Income (Expenses)
Interest Income 7,196 2,876 21,185 4,435 53,789
Interest Expense (13,654) (25,412) (27,652)
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)
Recovery of Income Tax 92,339 - 92,339
Loss allocated to
minority interest 20,998 20,998
---------- --------- ---------- --------- ----------
Net loss (1,674,194) (97,350) (2,716,866) (293,966) (4,413,409)
---------- --------- ---------- --------- ----------
Other comprehensive
income (loss):
Unrealized loss
on marketable
securities - - (94,574)
Reclassification
adjustment - - 94,574
---------- --------- ---------- --------- ----------
Comprehensive
loss (1,674,194) (97,350) (2,716,866) (293,966) (4,413,409)
---------- --------- ---------- --------- ----------
Basic and diluted
loss per share (0.18) (0.01) (0.29) (0.03) (0.67)
Weighted avg common
shares outstanding- 9,534,034 8,924,802 9,452,205 8,905,901 6,603,933
Basic and diluted 9,534,034 8,924,802 9,452,205 8,905,901 6,603,933
The accompanying notes are an integral part of these financial
statements.
-2-
<PAGE> 5
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity
For the Six-Month Periods Ended June 30, 2000 and 1999
Additional
Common Paid-in Deferred
Shares Amount Capital Comp.
Balance at
December 31, 1998 8,887,000 $ 89 $ 340,621 $ -
Common stock issued
for cash at $5.00
per share 60,000 1 299,999
Common stock issued to
Netopus Inc. at $5.25
per share 25,000 - 131,250
Deferred compensation
related to stock
options 437,500 (437,500)
Net loss during the period
Loss on sale of
marketable securities
realized
--------- ---- ----------- ----------
Balance at
June 30, 1999 8,972,000 $ 90 $ 1,209,370 $ (437,500)
--------- ---- ----------- ----------
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
Common stock issued
for the exercise of
warrants at $5.25 35,714 - 187,499
Deferred compensation
related to stock
options 398,130 (132,022)
Cumulative Translation
Adjustment
Net loss during
the period
--------- ---- ----------- ----------
Balance at
June 30, 2000 9,545,808 $ 95 $ 6,453,167 $ (617,145)
========= ==== =========== ==========
The accompanying notes are an integral part of these financial statements
-3a-
<PAGE> 6
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Equity (Continued)
For the Six-Month Periods Ended June 30, 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
Common stock issued
for cash at $5.00
per share 300,000
Common stock issued to
Netopus Inc. at $5.25
per share 131,250
Deferred compensation
related to stock
options -
Net loss during the period (293,966) (293,966)
Loss on sale of
marketable securities
realized 94,574 94,574
------------ --------- -----------
Balance at
June 30, 1999 $ (339,446) $ - $ 432,514
------------ --------- -----------
Balance at
December 31, 1999 (1,583,206) $ - $ 2,799,305
Common stock issued
for cash at $7.00
per share 999,999
Common stock issued
for the exercise of
warrants at $5.25 187,499
Deferred compensation
related to stock
options 266,108
Cumulative Translation
Adjustment 629 629
Net loss during
the period (2,716,866) (2,716,866)
------------ --------- -----------
Balance at
June 30, 2000 $ (4,300,072) $ 629 $ 1,536,673
============ ======== ===========
The accompanying notes are an integral part of these financial statements
-3b-
<PAGE> 7
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
For the
3 Month Period Ended 6 Month Period Ended From Period
June 30 June 30 Inception
2000 1999 2000 1999 on 11/01/96
(unaudited) (unaudited) (unaudited) (unaudited) to 06/30/00
Operating Activities
Net loss (1,674,194) (97,350) (2,716,866) (293,966) (4,300,072)
Adjustments to
reconcile net loss
to cash applied to
operating activities:
Amortization of
software development
costs 15,105 5,000 30,210 5,000 65,455
Amortization of
goodwill 89,175 178,350 237,800
Amortization of deferred
compensation 155,102 266,108 576,672
Depreciation 56,019 82,326 98,651
Loss on sale of
marketable securities - - 92,958 92,958
Minority interest (20,998) - (20,998) - (20,998)
Change in operating
assets and liabilities,
net of effect of business
acquisitions:
Accounts
receivable (114,332) (224,314) (102,656)
Due from related
party 7,515 7,923 7,423
Prepaid expenses 30,423 (3,091) 40,651 (3,091) 13,896
Accounts payable
and accrued
liabilities 313,917 (3,861) 439,654 61 432,602
Income tax
payable (92,339) (92,339) (92,339)
Deferred revenue 17,672 17,672 17,672
Due to related
party - 16,326 - 16,326 -
---------- ------------ ----------- ---------- ------------
Net cash used in
operating
activities (1,216,935) (82,976) (1,991,623) (182,712) (2,972,936)
---------- ------------ ----------- ---------- ------------
Investing Activities
Sale (purchase) of
marketable
securities - - - 81,972 (92,958)
Purchase of
fixed assets (603,398) (732,457) (872,190)
Purchase of software
from NetOpus Inc - (50,000) - (50,000) (50,000)
Investment in
AgValue (67,390) (67,390) (67,390)
Cash paid for acquisition
of Agriplace, net of
cash acquired 393,269 - 393,269 - 393,269
Acquisition of
Triad Creative,
Inc. - - (89,061)
---------- ------------ ----------- ---------- ------------
Net cash used in
investing
activities (277,519) (50,000) (406,578) 31,972 (778,330)
---------- ----------- ------------ ---------- ------------
Financing Activities
Loan from related party,
net - - - (30,000) -
Increase (decrease)
in bank loan (45,000) (70,000) (40,000)
Decrease in loan payable
to related party - (300,000) - (300,000)
Increase in note
payable 4,006 7,995 214,001
Increase in long-term
debt 22,166 111,836 115,956
Common shares issued
for cash 187,499 300,000 1,187,498 433,700 4,088,195
Cost of common
stock offering - - (10,000)
---------- ----------- ------------ ----------- -----------
Net cash provided
by financing
activities 168,671 300,000 937,329 403,700 4,068,152
---------- ----------- ------------ ----------- ------------
<PAGE> 8
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows (Continued)
For the
3 Month Period Ended 6 Month Period Ended From Period
June 30 June 30 Inception
2000 1999 2000 1999 on 11/01/96
(unaudited) (unaudited) (unaudited) (unaudited) to 06/30/00
Operating Activities
Effect of currency
rate changes (629) (629) (629)
Net increase (decrease)
in cash (1,326,412) 167,024 (1,461,501) 252,960 316,257
Cash and cash
equivalents
Beginning of
period 1,642,669 139,583 1,777,758 21,178 -
---------- -------- ---------- -------- ----------
Cash and cash
equivalents
End of period $ 316,257 $306,607 $ 316,257 $274,138 $ 316,257
---------- -------- ---------- -------- ----------
The accompanying notes are an integral part of these financial statements
-4-
<PAGE> 9
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
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
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 six-month periods ended June 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 June 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 therefrom.
-5-
<PAGE> 10
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
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.
NOTE 4 - INVESTMENT IN AGRIPLACE INC.
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.
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 June 30, 2000 was $395,000.
At June 30, 2000, the Company has paid a total of $655,000 in cash
pursuant to the Agreement entitling the Company to a 63.44% equity
interest in AgriPlace. The Company has effectively acquired a
controlling majority interest in AgriPlace, Inc. Results of
operations for the period ending June 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 intercompany
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 June 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.
-6-
<PAGE> 11
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
NOTE 4 - INVESTMENT IN AGRIPLACE INC. (Continued)
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 is due in full on or before August 16, 2000. At June
30, 2000, the Company owed $214,000 including interest to the
shareholder of the Company.
c) Common Stock
Trans-Orient Petroleum Ltd. ("Trans-Orient") exercised previously
issued share purchase warrants to purchase 35,714 shares of the
Company at a price of $5.25 per share for gross proceeds of $187,499
to the Company.
Trans-Orient is a public company with directors, officers and/or
principal shareholders in common with the Company.
d) Accounts Receivable and Revenue
For the three months ended June 30, 2000 the Company's wholly-owned
subsidiary Triad, Inc. generated a total of $44,516 and a balance of
$15,545 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 June 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.
-7-
<PAGE> 12
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
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 June 30,
2000, there were 9,545,808 shares of common stock issued and
outstanding. At June 30, 1999 there were 8,972,000 shares of common
stock issued and outstanding.
b) Share Purchase Warrants
The following share purchase warrants to purchase shares of the
Company are outstanding at June 30, 2000:
Number Price Expiry
of Shares per Share Date
66,666 $16.00/$18.00 December 13, 2000/2001
Subsequent to June 30, 2000 the Company entered into a financing
transaction that included the issuance of additional warrants:
Number Price Expiry
of Shares per Share Date
187,500 $4.00/$4.50 July 19, 2001/2002
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.
c) Deferred Compensation
During the three month period ended June 30, 2000, the Company
recorded deferred compensation cost of $283,906 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.
-8-
<PAGE> 13
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
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 9,534,034 and 8,924,802 for
the three months ended June 30, 2000 and 1999, respectively.
NOTE 9 - SUPPLEMENTAL DISCLOSURE TO THE CONSOLIDATED STATEMENTS OF
CASH FLOWS
For the
Period from
3 Month Period Ended 6 Month Period Ended Inception
06/3/00 06/30/99 06/30/00 06/30/00 on 11/01/96
(Unaudited) (Unaudited) (Unaudited) (Unaudited) to 06/30/00
Supplemental Schedule of
Noncash Investing and
Financing Activities: -
Capital lease
obligations $ 37,510 $ - $ 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 $ 4,986 $ - $ 16,744 $ - $ 30,742
NOTE 10 - COMMITMENTS AND CONTINGENCIES
During the three month period ended June 30, 2000, the Company
entered into additional capital leases for total aggregate payments
of $42,983.
-9-
<PAGE> 14
VERIDA INTERNET CORP.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
Unaudited - Prepared by Management
NOTE 11 - SUBSEQUENT EVENTS
(a) 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
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.
(b) 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 in
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 June 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 September 1, 2000.
(c) 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. But, if the parties are unable to reach definitive agreement
by August 31, 2000, the amount is due 90 days after demand is made by
Verida.
-10-
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
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 June
30, 2000 and includes the consolidation of the accounts of its
majority-owned subsidiary AgriPlace, Inc. The Registrant has paid a
total of $655,000 through June 30, 2000 to AgriPlace in return for a
63.44% equity interest in the company. In addition, the Registrant
has provided technical services during the 6 months ended June 30,
2000 for which it will receive additional equity in AgriPlace. The
pricing of these services will determine the final amount of the
Registrant's equity interest in the company.
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 second 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. For the second fiscal quarter the Registrant
experienced an overall net loss of approximately $1.67 million.
The Registrant's discussion and analysis of its second 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 second fiscal quarterly
financial results are not meaningful since the Registrant had not
generated any revenue through the second quarter ended June 30, 1999.
Liquidity and Capital Resources
The Registrant commenced its second fiscal quarter with working
capital of $877,212 and finished the quarter with a working capital
deficit of approximately $735,984. The decrease in working capital
in the quarter represents the net loss ($1,674,194) plus $315,401 of
non-cash expenses reflected in the net loss. A working capital
infusion of $187,499 in the third quarter was obtained through the
sale of stock to Trans-Orient Petroleum Ltd.
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
<PAGE> 16
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 June 30, 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 35,714 shares issued for $5.25
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.
Operations
(a) Triad
The Triad division accounted for virtually all of the Registrant's
gross revenue in the second fiscal quarter, being $114,774 from
marketing, graphics and strategic corporate positioning services.
This figure represents a significant decrease over the previous
quarter's gross revenue of $235,215. This revenue is net of inter-
company eliminations and of the recovery of $92,339 in income taxes.
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. The primary expense continues to
be personnel costs. The Registrant's Verida division added a new
employee during the quarter and increased to 16 full-time employees
and two full-time consultants as at June 30, 2000. Ten 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. During the fiscal quarter ended June 30, 2000
the Registrant recorded deferred compensation costs of $128,804 as a
result of granting of stock options at a price below the then quoted
market value of the Registrant's common stock.
<PAGE> 17
The Registrant invested a further $395,000 for common shares in
AgriPlace, Inc. The previously written- off $260,000 was added back
to beginning period deficit and total investment of $655,000 to date
has been eliminated as intercompany transactions since accounting for
now using the equity method. The investment represents the
Registrant's acquisition of a 63.44% 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. During the quarter, AgriPlace
deposited in escrow $67,390 towards the purchase of an operating
traditional Alberta grain brokerage for approximately $1.4 million of
which approximately one-half will be paid in cash and one-half in
AgriPlace securities.
Aside from personnel and marketing costs, there were no other
principal operational expense items. The Registrant paid $84,190 and
$132,127 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.
Common Stock
The Registrant issued 35,714 shares of common stock at $5.25 per
share during the period, bringing the total shares issued as of June
30, 2000 to 9,545,808. In addition, a key employee was issued
options on 11,765 shares at the option price of $5.10 per share and a
key executive was issued options on 300,000 shares at the option
price of $6.74 per share. During the period, 12,070 options were
cancelled as employees left the Company. The total options
outstanding at the end of the period were 1,575,620 at exercise
prices that ranged from $4.00 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 six months of this year.
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 significant competition in all areas of AgriPlace'
business.
<PAGE> 18
Liquidity
The Registrant's current cash position will enable it to maintain its
current level of operations for approximately 2 months from June 30,
2000.
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. Nevertheless, the Registrant is
approaching the end of its working capital, and will be forced to
severely curtail its operations if it fails to receive an infusion of
capital.
At this time, there is no guarantee that the necessary investment
will be forthcoming. 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.
ITEM 2. CHANGES IN SECURITIES
Placements of Securities
During the quarter ending June 30, 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
05/19/00 Common Stock 35,714 $187,499 Reg. S (901-905)[1]
[1] Each share acquired was acquired at a price of $5.25 per share.
Detailed information is provided in Part I of this document. See
Consolidated Statements of Changes in Stockholders' Equity and Note
8(b).
Subsequent to the period ended June 30, 2000 the Company completed a
$750,000 private placement with Trans-Orient Petroleum Ltd.
07/19/00 Common Stock 187,500 $750,000 Reg. S (901-905)[2]
<PAGE> 19
[2] 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.
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
04/05/00 Stock Option 300,000 $6.74 5 years [1]
06/19/00 Stock Option 11,765 $5.10 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
June 30, 2000.
[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
Two proposals were submitted for shareholder vote during the June 30,
2000 Annual Shareholder's Meeting held at the Registrant's offices in
San Francisco.
Proposal #1 Election of Directors For Withhold
Michael Hinshaw 6,017,067 7,550
Bernhard Zinkhofer 6,017,067 7,550
Peter Rantucci 6,017,067 7,550
<PAGE> 20
Proposal #2 A proposal to ratify the appointment of Telford
Sadovnick, P.L.L.C. as independent auditors of the Company for the
fiscal year ending December 31, 2000.
For Against Abstain
6,017,337 6,680 600
ITEM 5. OTHER INFORMATION
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 facilitates the trading
and clearing of agricultural products and services with emphasis on
the Western Canadian feed grains market. 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, which may be
demanded to be paid on 90 days notice made by Verida after August 31,
2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT INDEX
Exhibit
No. Description
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed for the period ended
June 30, 2000.
<PAGE> 21
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: August 14, 2000 By: /s/ Michael Hinshaw
Michael Hinshaw, President
Dated: August 14, 2000 By: /s/ Henry L. Corona
Henry L. Corona, Chief Financial
Officer
