<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended November 30, 1999
( ) For the transition period from __________ to __________
Commission file number: ________________
ROMPUS INTERACTIVE CORP.
(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0750004
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2550 Argentia Road, Suite 121
Mississauga, Ontario, Canada L5N 5R1
(905) 819-8900 -telephone
(905) 819-9105 - facsimile
(Address of principal executive offices)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
--- ---
The issuer had 7,601,573 shares of its $.0001 par value Common Stock issued and
outstanding as of January 10, 2000.
Transitional Small Business Disclosure Format (check one)
Yes No X
--- ---
<PAGE>
ROMPUS INTERACTIVE CORP.
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
Item 1. Financial Statements
Comparative Unaudited Balance Sheet as of November 30, 1999
And August 31, 1999
Comparative Unaudited Statements of Operations for
the Three Months Ended November 30, 1999 and for
November 30, 1998
Comparative Unaudited Statements of Cash Flows for the
Three Months Ended November 30, 1999, and for November 30, 1998
Notes to the Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Comparative Unaudited Balance Sheet as of November 30, 1999
And August 31, 1999
Comparative Unaudited Statements of Operations for the Three Months
Ended November 30, 1999 and for November 30, 1998
Comparative Unaudited Statements of Cash Flows for the
Three Months Ended November 30, 1999, and for November 30, 1998
Notes to the Unaudited Financial Statements
3
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
(Expressed in U.S. Dollars) April 4, 1995 to
Nov. 30, 1999
Three Months Ended November 30 1999 1998 Cumulative
(Unaudited)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $ 139,181 $ - $ 280,193
Cost of sales 69,436 1,404 218,428
-------------- ------------ --------------
Gross margin 69,745 (1,404) 61,765
-------------- ------------ --------------
Expenses
Selling, general and administrative 706,322 3,190 1,084,951
Depreciation and amortization 3,765 - 26,893
Compensation and professional
services (Note 2) 3,788,000 - 5,147,982
Financing - - 1,500,000
Foreign exchange loss (gain) 945 (1,145) 18,176
-------------- ------------ --------------
4,499,032 2,045 7,778,002
-------------- ------------ --------------
Loss before other income (4,429,287) (3,449) (7,716,237)
Other income 19,620 - 19,620
============== ============ ==============
Net loss $ (4,409,667) $ (3,449) $ (7,696,617)
- -----------------------------------------------------------------------------------------------------
Net loss per share, basic
and diluted (Note 1) $ (0.58) $ (0.00)
- -----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
4
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Expressed in U.S. Dollars)
(Unaudited) NOVEMBER 30, August 31,
1999 1999
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current
Cash $ 1,222,587 $ 494,614
Accounts receivable 114,397 26,224
Work in process 10,197 10,147
Prepaids 41,998 18,680
Refundable investment tax credits - 4,646
------------- -------------
1,389,179 554,311
Capital assets 70,109 34,354
Other assets 6,723 5,478
------------- -------------
$ 1,466,011 $ 594,143
============= =============
- -----------------------------------------------------------------------------------------------------
LIABILITIES
Current
Accounts payable and accrued liabilities $ 416,572 $ 311,758
Accrued compensation and professional services (Note 2) 3,788,000 -
Due to related parties (Note 4) 166,909 166,198
------------- -------------
4,371,481 477,956
------------- -------------
SHAREHOLDERS' DEFICIENCY
Preferred stock (Note 3) 900 900
Common stock (Note 3) 760 760
Contributed surplus 5,229,487 5,229,487
Subscription receivable - (1,388,010)
Deficit (8,136,617) (3,726,950)
------------- -------------
(2,905,470) 116,187
------------- -------------
$ 1,466,011 $ 594,143
============= =============
</TABLE>
- -------------------------------------------------------------------------------
See accompanying notes to the condensed consolidated financial statements.
5
<PAGE>
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(Expressed in U.S. Dollars)
Three Months Ended November 30 1999 1998
(Unaudited)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from (applied to)
OPERATING
Net loss $ (4,409,667) $ (3,449)
Accrued compensation and professional
services expense 3,788,000 -
Depreciation and amortization 3,765 -
--------------- -------------
(617,902) (3,449)
Changes in
Receivables (88,173) 3,148
Work in process (50) -
Prepaid expenses (23,318) -
Accounts payable and accrued liabilities 104,814 12
Refundable investment tax credits 4,646 11,637
--------------- -------------
(619,983) 11,348
=============== =============
FINANCING
Decrease in subscription receivable 1,388,010 -
Advances from related parties 711 2,411
--------------- -------------
1,388,721 2,411
=============== =============
INVESTING
Purchase of other assets (1,245) -
Purchase of capital assets (39,520) -
--------------- -------------
(40,765) -
--------------- -------------
Net increase in cash and cash equivalents
during the year 727,973 13,759
Cash and cash equivalents, beginning of period 494,614 29,261
--------------- -------------
Cash and cash equivalents, end of period $ 1,222,587 $ 43,020
=============== =============
</TABLE>
- -------------------------------------------------------------------------------
See accompanying notes to the condensed consolidated financial statements.
6
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
November 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------
1. GENERAL
The unaudited condensed consolidated financial statements have been prepared
on the same basis as the audited consolidated financial statements and, in
the opinion of management, reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation for each of the
periods presented. The results of operations for interim periods are not
necessarily indicative of results to be achieved for full fiscal years.
As contemplated by the Securities and Exchange Commission (SEC) under Rule
10-01 of Regulation S-X, the accompanying consolidated financial statements
and related footnotes have been condensed and do not contain certain
information that will be included in the Company's annual consolidated
financial statements and footnotes thereto. For further information, refer to
the consolidated financial statements and related footnotes for the year
ended August 31, 1999 included in the Company's Annual Report on Form 10-KSB.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Rompus
Interactive Corp. (Rompus) and its wholly owned subsidiary, Rompus CD-ROM
Production Ltd. (Rompus-BC).
On July 30, 1999, Rompus, a non-operating public company with 16,601,573
Common shares outstanding and immaterial net assets, acquired 100% of the
outstanding common stock of Rompus-BC from various shareholders (the
Acquisition). The Acquisition resulted in the owners and management of
Rompus-BC having effective control of the combined entity.
Under generally accepted accounting principles, the Acquisition is considered
to be a capital transaction in substance, rather than a business combination.
That is, the Acquisition is equivalent to the issuance of stock by Rompus-BC
for the net monetary assets of Rompus, accompanied by a recapitalization, and
is accounted for as a change in capital structure. Accordingly, the
accounting for the Acquisition is identical to that resulting from a reverse
acquisition, except that no goodwill is recorded. Under reverse takeover
accounting, the post reverse-acquisition comparative historical financial
statements of the "legal acquirer" (Rompus), are those of the "legal
acquiree" (Rompus-BC) (i.e. the accounting acquirer).
7
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
November 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------
1. GENERAL (CONTINUED)
Accordingly, these consolidated financial statements of Rompus are the
historical financial statements of Rompus-BC for the periods presented
adjusted for the following transactions contained in the Share Exchange
Agreement executed at the consummation of the Acquisition. The basic
structure and terms of the Acquisition, together with the applicable
accounting effects, is as follows:
- - Rompus acquired all of the outstanding shares of Common stock of Rompus-BC
from various shareholders in exchange for 4,500,000 shares of newly issued
Common stock of Rompus and 9,000,000 shares of newly issued Preferred stock
of Rompus. The 9,000,000 Preferred shares will eventually be cancelled as
the outstanding Exchangeable shares of Rompus-BC are exchanged for Common
shares of Rompus. The Common stock and Preferred stock exchange, in addition
to the existing Rompus shares outstanding, collectively resulted in the
recapitalization of the Company. Loss per share calculations include the
Company's change in capital structure for all periods presented.
INCOME TAXES
Income taxes for the interim periods were computed using the effective tax
rate estimated to be applicable for the full fiscal year, which is subject to
ongoing review and evaluation by management.
LOSS PER SHARE
The Company reports earnings per share in accordance with the provisions of
SFAS No. 128, EARNINGS PER SHARE. SFAS No. 128 requires presentation of basic
and diluted earnings per share in conjunction with the disclosure of the
methodology used in computing such earnings per share. Basic earnings per
share excludes dilution and is computed by dividing income available to
common shares by the weighted average common shares outstanding during the
period. Diluted earnings per share takes into account the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised and converted into common stock.
8
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
November 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------
LOSS PER SHARE (CONTINUED)
The following are the basic and diluted earnings per share calculations for
the periods presented:
<TABLE>
<CAPTION>
NOVEMBER 30, November 30,
1999 1998
--------------- -------------
<S> <C> <C>
Net loss $ (4,409,667) $ (3,449)
=============== ==============
Weighted average shares outstanding 7,601,573 7,601,573
=============== ==============
Basic and diluted loss per Common share $ (0.58) $ 0.00
=============== ==============
</TABLE>
At November 30, 1999, there were 9,000,000 Exchangeable shares of Rompus-BC
outstanding. Each of these Exchangeable shares is exchangeable for one Common
share of Rompus. These shares were not included in the computation of diluted
earnings per share because to do so would be antidilutive.
There were stock options outstanding at November 30, 1999, to purchase
1,500,000 shares of common stock which were not included in the computation
of diluted earnings per share because to do so would be antidilutive.
- -------------------------------------------------------------------------------
2. COMPENSATION AND PROFESSIONAL SERVICES EXPENSE AND STOCK OPTIONS
The Company has a stock option plan accounted for under APB Opinion 25 and
related interpretations. The plan allows the Company to grant options to
directors and employees up to an aggregate of 1,750,000 common shares. The
options, which have a term expiring September 30, 2002 vest October 15, 1999.
The exercise price for each option is $0.80 per share.
On September 24, 1999 the company issued 1,300,000 of these options when the
quoted market price was $3.00 per share. The exercise price is below the
market price and accordingly a compensation expense is recognized. These
options were recorded as compensation and professional services expense of
$2.20 per option for a total of $2,860,000.
9
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
November 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------
2. COMPENSATION AND PROFESSIONAL SERVICES EXPENSE AND STOCK OPTIONS
(CONTINUED)
Entities that continue to account for stock options using APB Opinion No. 25
are required to make pro forma disclosures of net income and earnings per
share, as if the fair value based method of accounting defined in SFAS No.
123 had been applied. Had compensation cost for the above stock option plan
been determined based on the fair value of the options at the grant dates
consistent with the method of SFAS No. 123, the Company's net income and
diluted earnings per share would have been reduced to the pro forma amounts
indicated below:
<TABLE>
<S> <C> <C>
Net loss As reported $ (4,409,667)
Pro forma $ (4,565,667)
Net loss per share, Basic and Diluted As reported $ (0.58)
Pro forma $ (0.60)
</TABLE>
The Company also has a stock option plan accounted for under SFAS no. 123
"Accounting for Stock-Based Compensation". The plan allows the Company to
grant options to non-employees for consideration for services rendered up to
an aggregate of 400,000 common shares. The options, which have a term
expiring September 30, 2002 vest October 15, 1999. The exercise price for
each option is $0.80 per share. The standard contains a fair value based
method for valuing stock-based compensation that entities may use, and
measures compensation cost at the grant date based on the fair value of the
award. Compensation is then recognized over the service period, which is
usually the vesting period.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes options pricing model with the following weighted average
assumptions used for grants. Expected volatility of 0%; risk free interest
rate of 5.75% and 6.10%; and expected lives of 3 years. The estimated fair
value of each option was determined to be $2.32.
On September 24, 1999 the company issued 400,000 of these options. These
options were recorded as compensation and professional services expense of
$2.32 per option for a total of $928,000.
10
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
November 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------
2. COMPENSATION AND PROFESSIONAL SERVICES EXPENSE AND STOCK OPTIONS
(CONTINUED)
A summary of the status of the Company's option plans as of November 30, 1999
and changes during the period ending on that date is represented below:
<TABLE>
<CAPTION>
SHARES WEIGHTED AVG.
------------ -------------
<S> <C> <C>
Outstanding, beginning of period Nil $ 0.00
Granted 1,700,000 $ 0.80
Exercised -
------------
Outstanding, end of period 1,700,000 $ 0.80
============
Options exercisable at period-end 1,700,000
============
Weighted average fair value of options
granted during the period $ 2.32
============
</TABLE>
The following table summarizes information about options outstanding and
exercisable at November 30, 1999:
<TABLE>
<CAPTION>
Range of Number Weighted Avg.
Exercise Outstanding Remaining Weighted Avg.
Prices and Exercisable Contractual Life Exercise Price
- ------ --------------- ---------------- --------------
<S> <C> <C> <C>
$0.80 1,700,000 2.66 years $ 0.80
</TABLE>
- -------------------------------------------------------------------------------
3. CAPITAL STOCK
<TABLE>
<CAPTION>
NOVEMBER 30, August 31,
CAPITAL STOCK 1999 1999
------------ ----------
<S> <C> <C>
Authorized
80,000,000 Common shares with a par value of $0.0001
20,000,000 Preferred shares with a par value of $0.0001
(of which 9,000,000 are Series A Special Voting
Preferred shares).
Issued
9,000,000 Series A Special Voting Preferred shares $ 900 $ 900
7,601,573 Common shares (August 31, 1999 - 7,601,573) 760 760
---------- ----------
$ 1,660 $ 1,660
========== ==========
</TABLE>
11
<PAGE>
- -------------------------------------------------------------------------------
ROMPUS INTERACTIVE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
November 30, 1999
(Unaudited)
- -------------------------------------------------------------------------------
4. DUE TO RELATED PARTIES NOVEMBER 30, August 31,
1999 1999
------------ ------------
Due to shareholders $ 166,909 $ 166,198
============ ============
The due to related parties are unsecured, non-interest bearing and have no fixed
terms of repayment.
- -------------------------------------------------------------------------------
5. UNCERTAINTY DUE TO YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise
in some systems that use certain dates in 1999 to represent something other
than a date. The effects of the Year 2000 Issue may be experienced before,
on, or after January 1, 2000, and, if not addressed, the impact on operations
and financial reporting may range from minor errors to significant systems
failure, which could affect an entity's ability to conduct normal business
operations. It is not possible to be certain that all aspects of the Year
2000 Issue affecting the company, including those relating to the efforts of
customers, suppliers, or other third parties will be fully resolved.
- -------------------------------------------------------------------------------
5. INDUSTRY SEGMENT AND FOREIGN SALES INFORMATION
Management has determined that it operates in one industry segment.
For the three months ended November 30, 1999, the company's sales were
distributed as follows:
<TABLE>
<S> <C>
Canada $ 109,311 (1998 - $Nil)
United States $ 28,270 (1998 - $Nil)
Puerto Rico $ 1,600 (1998 - $Nil)
</TABLE>
12
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Rompus Interactive Corp. (the "Company" or "Rompus") was first
incorporated as Mercur Enterprises, Inc. in August, 1991 in the state of
Florida. Reinstated in August, 1995, the Company changed its name to
AutoMetreks, Inc. on January 3, 1997, and traded on the OTC/BB under the
symbol ATMT until April 5, 1999. The Company changed its name to OnLine
Hearing Dot Com, Co. on April 6, 1999. The Company's wholly owned subsidiary,
Rompus CD-ROM Production Ltd., is incorporated under the laws of the province
of British Columbia ("Rompus-BC"). Effective July 30, 1999, the Company
entered into a share exchange with Rompus-BC wherein the Company acquired all
of the common stock of Rompus-BC in exchange for common and preferred stock
of the Company. On July 30, 1999, the Company changed its name to Rompus
Interactive Corp. The Company commenced trading on the OTC/BB as IDCD and
currently trades on the over the counter market as IDCD.
With headquarters in Mississauga, Ontario, Canada, the Company's
business focuses on providing innovative multimedia solutions to companies in
e-commerce and Internet marketing. The Company has developed an innovative
product known as the i.d.rom-TM-. An i.d.rom-TM- is a CD-ROM shaped like a
business card, on which 40 MB of data can be stored. When placed in a
standard computer, it automatically plays its multimedia content then
connects to the issuer's web site. This product allows a company, regardless
of its size or its industry to market its image and products anywhere using
leading edge multimedia technology. The concept is simple yet unique. Rompus
is able to provide businesses worldwide with the technical, design and
manufacturing means to better meet the demands of their markets. It does this
by producing interactive multimedia presentations to fulfill its clients'
communications needs, and delivering them in the i.d.rom-TM- package.
PLAN OF OPERATIONS
The following discussion contains figures relating to plans,
expectations, future results, performance, events or other matters that are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended. When used in the Plan of Operations (see
section below), words such as "estimate", "project", "intend", "expect",
"anticipate" and similar expressions are intended to identify forward-looking
statements. Such forward-looking statements involve numerous risks and
uncertainties pertaining to technology, development of the Company's
products, and markets for such products, timing and level of customer orders,
competitive products and pricing, changes in economic conditions and markets
for the Company's products and other risks and uncertainties. Actual results,
performance and events are likely to differ and may differ materially and
adversely. Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to the date of the Plan of
Operations, being August 31, 1999, the date of the Company's last-completed
fiscal year. The Company undertakes no obligation to release or deliver to
investors revisions to these forward-looking statements to reflect events or
circumstances after the date of the Plan of Operations, the occurrence of
unanticipated events or other matters. Operational references refer to the
Company's operating subsidiary, Rompus-BC.
The Company began operations in February 1998 for the purpose of
developing its multimedia proprietary product: the i.d.rom. The Company has a
limited operating history on which to evaluate its prospects. The risks,
expense, and difficulties encountered by startup companies must be considered
when evaluating the Company's prospects. The Company's plan of operations for
the next twelve months is to further develop its products while seeking
strategic alliances with media and Internet-related companies in order to
demonstrate its technology to companies and consumers. The Company believes
that its existing funds in combination with funds raised in private offerings
and the revenues generated by its operations will be sufficient to fund its
operations for the next twelve
13
<PAGE>
months. However, there is no guarantee that the Company will be able to raise
sufficient capital. Additionally, the Company's estimates of the costs to
advertise and market its product might be low. The operating expenses of the
Company cannot be predicted with certainty. They will depend on several
factors, including the amount of marketing expenses, the acceptance of the
Company's products in the market, and competition for such product.
Management may be able to control the timing of development expenses in part
by speeding up or slowing down marketing development and distribution
activities.
A significant portion of the money recently raised in private
placements of the Company's securities will be used to launch its products
through a variety of sales channels as well as to create a provocative
advertising and public relations campaign. In the first year, $1.8 million
has been allocated to penetrate the market quickly and to capitalize on this
limited window of opportunity.
The Company's forecasted plan of operations for the twelve months
ending November 30, 2000 consist of the following key figures:
<TABLE>
<S> <C>
- Revenues totaling $ 13,782,000
- Costs of Sales $ 6,375,000
- Sales Commissions $ 1,497,000
- Wages and Salaries $ 1,954,000
- Promotion and Advertising $ 825,000
- Research and Development Costs $ 340,000
- Office and General $ 300,000
</TABLE>
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of the
Company's financial condition and results of operations. Detailed information
is contained in the financials included with this document. This section
contains forward-looking statements that involve risks and uncertainties,
such as statements of the Company's plans, objectives, expectations and
intentions. The cautionary statements made in this document should be read as
being applicable to all related forward-looking statements wherever they
appear in this document.
Since inception, the Company has funded its capital requirements by
financing activities, substantially through the sale of its equity
securities. The Company anticipates that revenues generated by orders for the
id.rom should be sufficient to fund the Company's operations over the next 12
months. As the operating entity, Rompus-BC, has only recently had operational
activities so there is no comparative period available for analysis by
management.
The Company's product, i.d.rom, was launched for marketing purposes
in September, 1999 and only limited test marketing was conducted prior to
that. Therefore, the financial statements for the quarter ending November 30,
1999 only reflect some actual operations, start-up expenses and financing
costs.
The current sales activity is quite high but has occurred only
recently. The Company is actively seeking additional financing to sustain its
rate of growth of personnel and related infrastructure. The degree of success
and timing of same will dictate whether the Company continues to grow or must
reduce operations in order to live within cash availability and cash
generated by sales. Until this is resolved, management is trying to defer
major expenses while focusing on generating cash through sales.
Sales expectations are excellent and all indicators show that the
forecasted Revenues for the year ending August 31, 2000 should be met and
exceeded. However, the selling cycle has been much longer than anticipated
and the next few months will be critical to the Company's success.
14
<PAGE>
In the meantime, concerted efforts are underway to obtain a
financing commitment, which appears to be forthcoming during the month of
February, 2000. Until then, the Company continues to operate as
conservatively as possible.
15
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
To the best knowledge of management, there are no litigation matters
pending or threatened against the Company which are not in the ordinary course
of business.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(10) Material Contracts -- Form of Option Agreement for
options granted to Company's directors and officers
(see Item 10(c) of Company's Form 10-KSB filed
December 13, 1999)
(27) Financial Data Schedule
(b) Reports on Form 8-K
16
<PAGE>
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.
ROMPUS INTERACTIVE CORP.
Date: January 13, 2000 /s/ Shawn Smith
------------------------------------
Shawn Smith, Chief Executive Officer
Date: January 13, 2000 /s/ John Drewry
------------------------------------
John Drewry, Chief Financial Officer
17
<PAGE>
EXHIBIT 10
FORM OF OPTION AGREEMENT
This OPTION AGREEMENT (the "Agreement") is dated as of September 24,
1999, by and between ROMPUS INTERACTIVE CORP. (the "Company") and - (the
"Optionee").
WHEREAS, the Company proposes to issue to the Optionee - options,
evidenced by option certificate number - (the "Options"), each such Option
entitling the holder thereof to purchase one share of Common Stock, $.0001
par value, of the Company (a "Share") at an exercise price of $0.80 per Share.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. OPTION CERTIFICATES. The Option Certificates to be
delivered pursuant to this Agreement (the "Option Certificates") shall be in
the form set forth in EXHIBIT A attached hereto and made a part hereof. The
Option Certificates shall be executed on behalf of the Company by its Chief
Executive Officer, President, or any Vice President and attested by its
Corporate Secretary or one of its Assistant Secretaries. Option Certificates
may be exchanged, at the Optionholder's option, when surrendered to the
Company for another Option Certificate or other Option Certificates of like
tenor and representing in the aggregate a like number of Options.
SECTION 2. RIGHT TO EXERCISE OPTIONS. Each Option may be exercised
at any time during the period from October 15, 1999 (the "Vesting Date"))
until 11:59 P.M. (Pacific Standard time) on September 30, 2002 (the
"Expiration Date"). The options shall fully vest on the Vesting Date. Each
Option not exercised on or before the Expiration Date shall expire. Subject
to the provisions of this Option Agreement, the holder of each Option shall
have the right to purchase from the Company, and the Company shall issue and
sell to each such Optionholder, at an initial exercise price per share of
$0.80, subject to adjustment as provided herein (the "Exercise Price"), one
fully paid and nonassessable Share upon surrender to the Company of the
Option Certificate evidencing such Option, with the form of election to
purchase duly completed and signed and evidence of payment of the Exercise
Price. Payment of the Exercise Price shall be made by wire transfer or check
to the Company. A check for the Exercise Price shall not be considered
delivered until good funds are received by the Company.
Upon surrender of such Option Certificate and payment of the Exercise
Price, the Company shall cause to be issued and delivered promptly to the
Optionholder a certificate for the Shares issuable upon the exercise of the
Option or Options evidenced by such Option Certificate. The Options
evidenced by an Option Certificate shall be exercisable at the election of
the Optionholder thereof, either in their entirety or from time to time for
less than all of the number of Options specified in the Option Certificate.
SECTION 3. RESERVATION OF SHARES. The Company will at all times
reserve and keep available, free from preemptive rights, out of the aggregate
of its authorized but unissued Shares or its authorized and issued Shares
held in its treasury for the purpose of enabling it to satisfy any obligation
to issue Shares upon exercise of Options, the full number of Shares
deliverable upon the exercise of all outstanding Options. The Company
covenants that all Shares which may be issued upon exercise of Options will
be validly issued, fully paid and nonassessable outstanding Shares of the
Company.
18
<PAGE>
SECTION 4. REGISTRATION UNDER THE SECURITIES ACT OF 1933. The
Optionee represents and warrants to the Company that the Optionee is
acquiring the Options for investment and with no present intention of
distributing or reselling any of the Options. The Optionee covenants not to
sell or otherwise transfer before September 24, 2000, any of the Options or
the Shares to be issued to the Optionee upon exercise of any of the Options.
The Shares and the certificate or certificates evidencing any such Shares
shall bear the following legend:
"THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
IS AVAILABLE."
Certificates for Shares without such legend shall be issued if such shares
are sold pursuant to an effective registration statement under the SECURITIES
ACT OF 1933 or if the Company has received an opinion from counsel reasonably
satisfactory to counsel for the Company, that such legend is no longer
required under the Act. Certificates for Options or Shares shall also bear
such legends as may be required from time to time by law.
SECTION 5. REGISTRATION RIGHTS.
a. PIGGYBACK REGISTRATION RIGHTS. If the Company at any time proposes to
register any of its securities under the Act, including via an SB-2
Registration Statement or otherwise, it will each such time give written
notice to all holders of outstanding Shares and Options of its intention so
to do. The Company will use best efforts at the request of the Optionee, if
applicable, to register the shares underlying these options on a form S-8
registration statement. Upon the written request of a holder or holders of
any such Shares or Options given within 30 days after receipt of any such
notice, the Company will use its best efforts to cause all such Shares, the
holders of which (or of the Options for which upon exercise thereof the
Company will issue Shares) shall have so requested registration thereof, to
be registered under the Act (with the securities which the Company at the
time propose to register), all to the extent requisite to permit the sale or
other disposition by the prospective sellers of the Shares so registered;
provided, however, that the Company may, as a condition precedent to the
effectiveness of such registration, require each prospective seller to agree
with the Company and the managing underwriter or underwriters of the offering
to be made by the Company in connection with such registration that such
seller will not sell any securities of the same class or convertible into the
same class as those registered by the Company (including any class into which
the securities registered by the Company are convertible) for such reasonable
period after such registration becomes effective (not exceeding 30 days) as
shall then be specified in writing by such underwriter or underwriters if in
the opinion of such underwriter or underwriters the Company's offering would
be materially adversely affected in the absence of such an agreement. All
expenses incurred by the Company in complying with this Section, including
without limitation all registration and filing fees, listing fees, printing
expenses, fees and disbursements of all independent accounts, or counsel for
the Company and or counsel for the sellers and the expense of any special
audits incident to or required by any such registration and the expenses of
complying with the securities or blue sky laws of any jurisdiction shall be
paid by the Company. Notwithstanding the foregoing, sellers shall pay all
underwriting discounts or commissions with respect to shares sold by the
sellers. Notwithstanding the above, the Company shall not be obligated to
register the securities underlying the Options more often than every 120 days
in the case of an S-8 or every 365 days in the case of any other type of
registration statement.
b. INDEMNIFICATION.
(i) In the event of any registration of any of its Shares under
the Act pursuant to this Section, the Company hereby indemnifies and holds
harmless the sellers of such Shares (which phrase shall include any
underwriters of such Shares), their respective directors and officers, and
each other person who participates, in the offering of such Shares and each
other person, if any, who controls such sellers, or such participating
persons within the meaning of the Act, against any losses, claims, damages or
liabilities, joint or several, to which each such seller or any such director
or officer or participating person or controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement
19
<PAGE>
or alleged untrue statement of any material fact contained, on the effective
date thereof, in any registration statement under which such Shares were
registered under the Act, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, or arise out of or
are based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading; and will reimburse each such Seller and each
director, officer or participating or controlling person for any legal or any
other expenses reasonably incurred by such Seller or such director, officer
or participating or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, preliminary prospectus or
prospectus or amendment or supplement in reliance upon and in conformity with
written information furnished to the Company through an instrument duly
executed by such Seller specifically stating that it is for use therein.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Seller or such directors, officer
or participating or controlling person, and shall survive the transfer of
such Shares by such Seller.
(ii) Each holder of any Shares or Options shall by acceptance
thereof indemnify and hold harmless the Company and its directors and
officers, and each person, if any who controls the Company, against any
losses, claims, damages or liabilities, joint or several, to which the
Company or any director or officer or any such person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement under
which Shares were registered under the Act at the request of such holder, any
preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary prospectus, prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by or on behalf
of such holder specifically stating that it is for use therein; and will
reimburse the Company or such director, officer or person for any legal or
any other expense reasonably incurred in connection with investigation or
defending any such loss, claim, damage, liability or action.
c. RULE 144. If the Company shall be subject to the reporting
requirements of Section 13 of the 1934 ACT, the Company will use its best
efforts timely to file all reports required to be filed from time to time
with the Commission (including but not limited to the reports under Section
13 and 15(d) of the 1934 ACT referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Act). If there is a public market for
any Shares of the Company at any time that the Company is not subject to the
reporting requirements of either of said Section 13 or 15(d), the Company
will, upon the request of any holder of any Shares or Options, use its best
efforts to make publicly available the information concerning the Company
referred to in subparagraph (c)(2) of said Rule 144. The Company will
furnish to each holder of any shares or Options, promptly upon request, (i) a
written statement of the Company's compliance with the requirements of
subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and
(ii) written information concerning the Company sufficient to enable such
holder to complete any Form 144 required to be filed with the Commission
pursuant to said Rule 144.
SECTION 6. NOTICES TO COMPANY AND THE OPTIONEE. Any notice or
demand authorized by this Agreement to be given or made by any registered
holder of any Option Certificate to or on the Company shall be sufficiently
given or made if sent by registered mail, postage prepaid, addressed (until
another address is filed in writing by the Company with the holders) to the
Company as in the address set forth in the execution block of this Agreement.
SECTION 7. SUPPLEMENTS AND AMENDMENTS. The Company and the Optionee
may from time to time supplement or amend this Agreement without the approval
of any other Optionholders in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or
inconsistent with any provisions herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the
20
<PAGE>
Optionee may deem necessary or desirable and which the Company and the
Optionee deem shall not adversely affect the interests of the Optionholders.
SECTION 8. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Optionee shall bind and
inure to the benefit of their respective successors and assigns hereunder.
SECTION 9. GOVERNING LAW. This Agreement and each Option Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Florida and for all purposes shall be governed by and construed in
accordance with the laws of said State.
SECTION 10. COUNTERPARTS. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The Parties agree that facsimile signatures of this Agreement
shall be deemed a valid and binding execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
ROMPUS INTERACTIVE CORP.
By:
------------------------------ -----------------------------
Shawn Smith [INSERT NAME OF THE OPTIONEE]
Its: President
Address:
------------------------------
------------------------------
------------------------------
21
<PAGE>
EXHIBIT A
OPTION CERTIFICATE
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
(OR OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE OPTIONS, SHARES OR OTHER SECURITIES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
EXERCISABLE FROM 12:00 P.M. PACIFIC STANDARD TIME,
ON OCTOBER 15, 1999 UNTIL
11:59 P.M., PACIFIC STANDARD TIME ON SEPTEMBER 30, 2002
No. - - Options
OPTION CERTIFICATE
ROMPUS INTERACTIVE CORP.
This Option Certificate certifies that - (the "Optionee") or registered
assigns, is the registered holder of - Options (the "Options") expiring
September 30, 2002 (the "Expiration Date"), to purchase shares of Common
Stock (the "Shares") of ROMPUS INTERACTIVE CORP., a Florida corporation (the
"Company"). Each Option entitles the holder to purchase from the Company
before 11:59 p.m. (Pacific Standard time) on the "Expiration Date" one fully
paid and nonassessable share of Common Stock of the Company at the initial
exercise price for each Option of $0.80 per share (the "Exercise Price"),
upon surrender of this Option Certificate and payment of the Exercise Price
at an office or agency of the Company, but only subject to the terms and
conditions set forth herein and in the Option Agreement. Payment of the
Exercise Price may be permitted by check or wire transfer. Payment shall be
deemed accepted only upon the receipt of good funds by the Company. As used
herein, "Share" or "Shares" refers to the Common Stock of the Company. In the
event that upon any exercise of Options evidenced hereby, the number of
Options exercised shall be less than the total number of Options evidenced
hereby, there shall be issued to the holder hereof or his or her assignee a
new Option Certificate evidencing the number of Options not exercised. No
adjustment shall be made for any cash dividends on any Shares issuable upon
exercise of this Option.
No Option may be exercised after 11:59 P.M. (Pacific Standard Time) on
the Expiration Date. All Options evidenced hereby shall thereafter be void.
The Options evidenced by this Option Certificate are part of a duly
authorized issue of Options issued pursuant to an Option Agreement, dated
effective as of September 24, 1999 (the "Option Agreement"), duly executed by
the Company and the Optionee, which Option Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to
for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Company and the holders (the words "holders"
or "holder" meaning the registered holders or registered holder of the Option
Certificates or Shares).
The Company may deem and treat the person(s) registered in the Company's
register as the absolute owner(s) of this Option Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof, and of any distribution to the holder(s)
hereof, and for all purposes, and the Company shall not be affected by any
notice to the contrary.
All terms used in this Option Certificate which are defined in the
Option Agreement shall have the meaning assigned to them in the Option
Agreement.
22
<PAGE>
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK
(OR OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE OPTIONS, SHARES OR OTHER SECURITIES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
IN WITNESS WHEREOF, the Company has caused this Option Certificate to be
duly executed.
Dated: September 24, 1999 ROMPUS INTERACTIVE CORP.
By:
---------------------------
Shawn Smith
Its:President
Attested to:
By:
---------------------------
John Drewry
Its:Corporate Secretary
23
<PAGE>
ELECTION TO PURCHASE
(To be executed upon exercise of Option)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Option Certificate, to purchase ______ Shares and
herewith authorizes payment for such Shares in the amount of $_____ all in
accordance with the terms hereof. The undersigned requests that certificates
for such Shares be registered as follows:
Name Number of Shares
---- ----------------
all of whose addresses are _______________________________________________
____________________________________________________, and that such
certificates be delivered to _______________________ whose address is
______________ ___________________________________________________. If said
number of Shares is less than all of the Shares purchasable hereunder, the
undersigned requests that a new Option Certificate representing the remaining
balance of the Shares be registered in the name of the undersigned, whose
address is _______________________________________________ and that such
Certificates be delivered to the attention of ___________________ at the
above address.
----------------------------------------
[IF CORPORATION, INSERT NAME HERE]
Dated: By:
-------------------- -------------------------------------
Its:
------------------------------------
----------------------------------------
[IF INDIVIDUAL, INSERT NAME HERE]
24
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-2000
<PERIOD-START> SEP-01-1999
<PERIOD-END> NOV-30-1999
<CASH> 1,222,587
<SECURITIES> 0
<RECEIVABLES> 114,397
<ALLOWANCES> 0
<INVENTORY> 10,197
<CURRENT-ASSETS> 1,389,179
<PP&E> 97,509
<DEPRECIATION> 27,400
<TOTAL-ASSETS> 1,466,011
<CURRENT-LIABILITIES> 4,371,481
<BONDS> 0
0
900
<COMMON> 760
<OTHER-SE> (2,907,130)
<TOTAL-LIABILITY-AND-EQUITY> 1,466,011
<SALES> 139,181
<TOTAL-REVENUES> 139,181
<CGS> 69,436
<TOTAL-COSTS> 69,436
<OTHER-EXPENSES> 4,499,032
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,409,667)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,409,667)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,409,667)
<EPS-BASIC> (0.58)
<EPS-DILUTED> (0.58)
</TABLE>
