UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 March 31, 2000.
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to __________.
Commission file number 0-30090
IMAGIS TECHNOLOGIES INC.
- ----------------------------------------------------------------
(Exact name of Small Business Issuer as Specified in its Charter)
BRITISH COLUMBIA, CANADA NOT APPLICABLE
- ------------------------------- -------------------------------
(State or other jurisdiction of IRS Employer Identification No.
incorporation or organization)
1300-1075 WEST GEORGIA STREET, VANCOUVER, BC V6E 3C9
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(604) 684-2449
State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date:
11,613,795 as of March 31, 2000
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
<PAGE>
IMAGIS TECHNOLOGIES INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets (unaudited) as of
March 31, 2000 and December 31, 1999...............................3
Consolidated Statements of Operations (unaudited) for
The Three months ended March 31, 2000 and 1999.....................5
Consolidated Statements of Cash Flows (unaudited) for
The Three months ended March 31, 2000 and 1999.....................6
Notes to Consolidated Financial Statements.........................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...............................11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.........................................14
Item 2. Changes in Securities.....................................14
Item 3. Defaults upon Senior Securities...........................15
Item 4. Submission of Matters to a Vote of Shareholders...........15
Item 5. Other Information.........................................15
Item 6. Exhibits and Reports on Form 8-K..........................15
Signatures.............................................................16
Exhibit Index..........................................................17
Financial Data Schedule................................................18
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<PAGE>
PART I. - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited financial statements for the period ended March 31,
2000 are included in response to Item 1 and have been compiled by management.
The financial statements should be read in conjunction with the Management's
Discussion and Analysis or Plan of Operations and other financial information
included elsewhere in this Form 10-QSB.
IMAGIS TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEETS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
Mar 31 Dec 31
2000 1999
$ $
ASSETS
CURRENT ASSETS
Cash 703,614 9,682
Accounts receivable 328,612 251,073
Inventory 31,939 45,834
---------- ----------
1,064,165 306,589
CAPITAL ASSETS 78,338 84,176
---------- ----------
1,142,503 390,765
========== ==========
See accompanying notes to consolidated financial statements.
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<PAGE>
IMAGIS TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEETS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
Mar 31 Dec 31
2000 1999
$ $
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities 127,577 299,920
Notes payable - 130,000
Deferred revenue 59,518 68,025
Current portion of obligation under
capital lease 6,667 6,678
---------- ----------
193,762 504,623
OBLIGATION UNDER CAPITAL LEASE 567 2,226
ADVANCES PAYABLE 128,000 356,480
PAYABLE TO PACIFIC CASCADE CONSULTANTS LTD. 460,999 463,342
---------- ----------
783,328 1,326,671
---------- ----------
SHAREHOLDERS' EQUITY
Share capital 5,144,985 3,223,995
Retained earnings (4,785,810) (4,159,901)
---------- ----------
359,175 (935,906)
---------- ----------
1,142,503 390,765
========== ==========
See accompanying notes to consolidated financial statements.
/s/ Iain Drummond
- ---------------------
Iain Drummond
President & Director
/s/ Sandra Buschau
- ---------------------
Director
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IMAGIS TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
Three Months Ended
March 31
2000 1999
$ $
Revenues 195,135 245,657
Operating costs:
Purchases of materials 27,025 192,362
Sales and marketing 223,894 130,082
Technology development 325,166 77,435
Administration 222,755 195,508
Write-off of inventory -- 111,836
Amortization 22,204 5,259
Gain on settlement of accounts payable -- (161,205)
---------- ----------
821,044 439,441
---------- ----------
Net loss (625,909) (193,784)
Deficit, beginning of period (4,159,901) (1,320,439)
Adjustment to deficit due to application
of accounting principles for reverse
take-over accounting -- (718,158)
---------- ----------
Deficit, end of period (4,785,810) (2,232,381)
========== ==========
Earnings per common share:
- - basic (Canadian GAAP) $ (0.06) $ (0.05)
========== ==========
- - weighted average number of common shares
outstanding 9,729,648 3,966,186
========== ==========
- - basic (U.S. GAAP) $ (0.07) $ (0.06)
========== ==========
- - weighted average number of common shares
outstanding 8,929,648 3,166,186
========== ==========
See accompanying notes to consolidated financial statements.
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IMAGIS TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
Three Months Ended
March 31,
2000 1999
$ $
Cash provided by (used in):
Cash flows from operating activities:
Net loss (625,909) (193,784)
Items not involving the use of cash:
Amortization 22,204 5,259
Changes in non-cash working capital items:
Accounts receivable (77,539) (175,230)
Inventories 13,895 111,836
Deferred revenue (8,507) --
Accounts payable and accrued
liabilities (172,343) (204,945)
---------- ----------
Cash flows used in operating activities (848,199) (456,864)
---------- ----------
Cash flows from investing activities:
Cash consideration acquired on business -- 91,364
combination
Deferred acquisition costs -- (90,091)
Purchase of capital assets (16,366) --
---------- ----------
Cash flows from investing activities (16,366) 1,273
---------- ----------
Cash flows from financing activities:
Issuance of common shares on private
placement 700,000 300,000
Issuance of common shares on warrant
exercise 497,200 --
Issuance of common shares on option
exercise 285,000 --
Issuance of common shares on conversion
of debentures 238,720 --
Cost of financing (28,410) --
Repayment of notes payable (130,000) --
Repayment of obligation under capital
lease (1,670) --
Loan from Pacific Cascade Consultants Ltd. (2,343) 163,113
---------- ----------
Cash flows from financing activities 1,558,497 463,113
---------- ----------
Increase in cash for the period 693,932 7,522
Cash, beginning of period 9,682 38,804
---------- ----------
Cash, end of period 703,614 46,326
========== ==========
Supplementary information:
Interest paid 7,690 2,426
Non-cash transactions:
Debentures converted to common shares 467,200 --
Issuance of common shares for
finders' fee 7,295 48,000
========== ==========
See accompanying notes to consolidated financial statements.
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<PAGE>
IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
1. Operations:
Imagis Technologies Inc. (formerly Colloquium Capital Corp.) ("Imagis" or,
subsequent to the transaction described below, the "Company") was incorporated
under the Company Act (British Columbia) on March 23, 1998. The common shares
of the Company were listed on the Vancouver Stock Exchange, now the Canadian
Venture Exchange (the "exchange"), on September 9, 1998 as a venture capital
pool corporation ("VCP") as defined by the policies of the exchange. Under the
terms of the exchange's policies, Imagis had 19 months from the date of
listing to complete a Qualifying Transaction.
On October 6, 1998, Imagis, Imagis Cascade Technologies ("Imagis Cascade"), a
private Canadian company which develops and markets law enforcement software
products, and the Imagis Cascade shareholders entered into a Confidentiality
and Standstill Agreement pursuant to which Imagis was able to complete due
diligence respecting the business and affairs of Imagis Cascade. On October
16, 1998, Imagis gave notice to the Imagis Cascade shareholders of its
intention to acquire all of the issued and outstanding shares of Imagis
Cascade.
Effective February 23, 1999, Imagis acquired 100% of the outstanding shares of
Imagis Cascade.
As set out in the Share Purchase Agreement, consideration for the acquisition
of all of the shares of Imagis Cascade was $2,632,000, plus contingent
additional consideration of up to $400,000, paid as follows:
(a) as to $100,000 by application of an existing deposit on the closing date;
(b) as to $1,632,000 by allotment and issue to Imagis Cascade's shareholders
of 3,400,000 common shares of Imagis at a deemed value of $0.48 per share;
(c) as to $900,000 in cash on or before April 30, 1999; and
(d) up to $400,000 payable to a shareholder if, as and when, the warrants
comprised in the Offering described below are exercised to raise up to
$400,000 net to the Company's treasury.
In consideration for renouncing his right to acquire up to a 6% equity
interest in Imagis Cascade, on closing Imagis issued to the president of
Imagis Cascade, a warrant to purchase 400,000 common shares of the Company at
a price of $1.25 per share exercisable for a two year period subsequent to
vesting which will occur equally on an annual basis over a three year period.
In addition, Imagis issued a warrant to purchase 24,000 common shares at a
price of $1.25 per share for a one year period to an unrelated party for
services provided.
In addition, the Company paid a finders fee with the issuance of 100,000
shares at a deemed value of $0.48 per share.
As the shares issued in this transaction resulted in the recipients gaining
voting control over Imagis, the acquisition is accounted for as a reverse
take-over in accordance with accounting principles generally accepted in
Canada. The net assets deemed to have been acquired comprised cash of $239,522
less accounts payable of $33,012 resulting in a value assigned to the shares
issued of $206,510. During the period from January 1, 1999 to completion of
the acquisition, Imagis incurred operating costs of approximately $30,000.
Application of reverse take-over accounting results in the consolidated
financial statements of the combined entity being issued under the name of
the legal parent but being considered to be a continuation of the financial
statements of the legal subsidiary.
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IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
These financial statements have been prepared on a going concern basis which
includes the assumption that the Company will be able to realize its assets
and settle its liabilities in the normal course of business. At March 31,
2000, the Company has net assets of $359,175 and has working capital of
$870,403. Failure to obtain ongoing support of its shareholders and creditors
may make this basis of accounting inappropriate in which case the Company's
assets and liabilities would need to be recognized at their liquidation
values. These financial statements do not include any adjustment due to this
going concern uncertainty.
2. Significant accounting policies:
The Company prepares its financial statements in accordance with generally
accepted accounting principles in Canada and reflect the following significant
accounting policies:
(a) Basis of presentation:
These financial statements include the accounts of the Company and its wholly
owned subsidiary, Imagis Cascade Technologies, Inc. All material intercompany
balances and transactions have been eliminated.
(b) Inventories:
Inventories are recorded at the lower of cost, calculated on a weighted
average basis, and estimated net realizable value.
(c) Capital assets:
Capital assets are recorded at cost and are amortized over their estimated
useful lives on a straight-line basis at the following annual rates:
Asset Rate
Computer hardware 30%
Computer software 100%
Furniture and fixtures 20%
(d) Revenue recognition:
(i) Software sales revenue:
Revenue is recognized on the later of title passing to the customer and
customer acceptance of the product. The Company provides for estimated return
and warranty costs on recognition of revenue.
(ii)Support revenue:
Revenue from the sales of contract support services have been deferred and are
amortized to revenue over the period that the support services will be
provided.
(e) Use of estimates:
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported or disclosed in the financial statements.
Actual amounts may differ from these estimates.
(f) Foreign currency:
Monetary items denominated in foreign currencies are translated to Canadian
dollars at exchange rates in effect at the balance sheet date. Revenues and
expenses are translated to using rates in effect at the time of the
transactions. Foreign exchange gains and losses are included in income.
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<PAGE>
IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
(g) Income taxes:
The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, future tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Future tax assets and liabilities
are measured using enacted or substantively enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on future tax assets and
liabilities of a change in tax rates is recognized to income in the period
that includes the date of enactment or substantive enactment.
(h) Stock option plan:
The Company has a stock option plan, which is described in note 8 to the Form
10-KSB which was filed with the Securities and Exchange Commission on March
15, 2000. No compensation expense is recognized when stock options are
issued. Any consideration paid on exercise of stock options is credited to
share capital.
(i) Loss per share:
Loss per share is calculated using the weighted average number of shares
outstanding during the fiscal period. This average includes outstanding common
shares issued in a reporting period from their date of issuance. Fully diluted
per share amounts are not presented as the effect of outstanding options and
warrants is anti-dilutive.
(j) Unaudited interim financial information:
The information as at March 31, 2000 and for the three month periods ended
March 31, 2000 and 1999 is unaudited. However, such financial information
affects all adjustments (consisting solely of normal recurring adjustments)
necessary for a fair presentation of the results for the period presented.
3. Advances payable:
During the year ended December 31, 1999, the Company agreed to sell 595.2
convertible note units, each note unit consisting of one $1,000 convertible
debenture and 1,562.5 share purchase warrants. The convertible debenture has a
one year term and bears interest at a rate of 8% per annum.
A holder of the convertible debenture has the option to convert it into common
shares of the Company at a rate of $0.64 per share up until one year from the
closing of this placement. After the first anniversary, the Company may
convert outstanding convertible debentures to common shares of the Company at
a rate not lower than $0.15 per share.
Each share purchase warrant provides for the acquisition of one common share
of the Company at a rate of $0.64 up until the first anniversary, and at a
rate of $0.74 until the second anniversary of the closing of this placement.
As of December 31, 1999, the Company had received $356,480 of the $595,200
convertible note units. On January 10, 2000, the Company received the
remaining $238,720. On February 4, 2000, warrants relating to the convertible
debentures were exercised, providing proceeds of $238,080. On February 22,
2000, convertible debenture warrants were exercised, providing the Company
with an additional $229,120. Subsequent to the end of the first quarter, the
final convertible debenture warrants were exercised, providing proceeds of
$128,000 (note 6).
On February 29, March 15 and March 20, 2000, 97.28, 229.12 and 140.8
convertible note units, respectively, were converted into common shares. As of
March 31, 2000, 128.0 of the convertible note units had not been converted.
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<PAGE>
IMAGIS TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in Canadian dollars)
(Unaudited - Prepared by Management)
4. Payable to Pacific Cascade Consultants Ltd.:
The payable to Pacific Cascade Consultants Ltd. ("Pacific Cascade"), a
significant shareholder of the Company, is non-interest bearing, unsecured and
has no specific terms of repayment. Pacific Cascade has confirmed in writing
that it does not intend to demand repayment in the next twelve months.
5. Related party transactions:
Related party transactions not disclosed elsewhere are as follows:
(a)included in accounts payable and accrued liabilities is $28,153 (December
31, 1999 - $74,134) which is due to companies with a director in common.
(b)included in administration expense is $51,122 (December 31, 1999 -
$104,002) for payments made to a company with a director in common for
services rendered to the Company.
6. Subsequent events:
Subsequent to March 31, 2000:
(a)On April 6, 2000, 5,000 share purchase options were exercised at a price of
$1.00, for total proceeds of $5,000.
(b)On April 10, 2000, the remaining 200,000 warrants relating to the
convertible note financing were exercised providing proceeds of $128,000.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements:
Statements in this Quarterly Report on Form 10-QSB, including those concerning
our expectations of future sales, gross profits, technology development
expenses, sales and marketing, administrative expenses, product introductions
and cash requirements include certain forward-looking statements. As such, our
actual results may vary materially from expectations. Factors which could
cause our actual results to differ from expectations include variations in the
level of orders which can be affected by general economic conditions and in
the markets served by our customers, international economic and political
climates, difficulties or delays in the functionality or performance of our
products, our timing of future product releases, our failure to respond
adequately to either changes in technology or customer preferences, changes in
our pricing or that of our competitors, our ability to manage growth, risk of
nonpayment of accounts receivable, changes in budgeted costs, all of which
constitute significant risks for us. There can be no assurance that our
results of operations will not be adversely affected by one or more of these
factors.
Overview:
In February, 1999, we completed the acquisition of Imagis-Cascade Technologies
Inc. (Imagis-Cascade) and in the second quarter, completed a financing raising
approximately Cdn$2.9 million before financing costs. The acquisition was
accounted for as a reverse take-over whereby the company acquired, in our case
Imagis-Cascade, is deemed the parent for reporting purposes and the target, in
our case Imagis Technologies Inc., is considered the acquired entity. This
treatment conforms with generally accepted accounting principles in Canada
which are essentially identical to those applicable in the United States for
such transactions.
Comparison of Results of Operations for the first three months ended March 31,
2000 and March 31,1999:
Revenues:
Our Revenues were $195,135 for the first quarter, down from the comparable
prior year level of $245,657, a difference of $50,522. However our 2000
revenues included small gains for both software sales and support revenues,
with all of the decline associated with the substantially lower revenues from
sales of hardware. We achieved revenues of $92,742 from sales of our software
products as compared to $83,769 in 1999, $86,661 for support services compared
to $72,510 in 1999, and only $15,732 for sales of various hardware components
purchased on behalf of customers, down significantly from the much higher
level in 1999 of $89,378.
As previously reported in prior periods, we purchase and resell hardware
components to facilitate the overall sale of our software products and period
to period hardware sales levels reflect only our customers' needs where we
have made a direct sale to an end-user. Our current marketing strategy
involves developing strategic alliances with partners which can fill this
hardware need as well as provide support services to customers. This
will allow us to focus in the future essentially on the development and sale
of our software products through these partners. At present we have
established relationships with a large number of partners. Consequently, the
decline in hardware sales is consistent with our plans to withdraw from sales
of hardware and we expect revenues from hardware sales to be lower in the
future.
Operating Costs:
Our overall operating costs were $821,044 for the first quarter in 2000, 87
per cent higher than the total first quarter expenditures in 1999 of $439,441.
Operating costs include materials purchases, primarily hardware for resale,
Sales and marketing, Technology development, Administration and Amortization.
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<PAGE>
Purchases of materials:
As noted above, our hardware purchases reflect the needs of direct sales
customers and for the first quarter materials amounted to $27,025. In 1999 by
comparison when we relied virtually totally on direct sales, our purchase
costs were $192,362. As noted above, the costs of hardware purchases are
expected to be considerably lower in future periods as a result of our altered
marketing approach involving partners.
Sales and marketing:
The Sales and marketing costs for the first quarter of year 2000 at $223,894
were 72 per cent higher than for the comparable period in 1999 of $130,082,
this lower level reflecting our weaker financial condition in 1999 prior to
the financing completed in the second quarter which permitted us to expand our
marketing activities. Our year 2000 Sales and marketing costs include salaries
of $89,413, travel of $58,403, and materials and other advertising costs of
$76,078. In 1998, Sales and marketing expenditures included salaries of
$57,787, travel of $54,476 and other costs of $17,819. The increase in
salaries reflects two new staff joining us later in 1999.
Technology Development:
The Technology development costs for the first quarter ended March 31, 2000
were $325,166 whereas the 1999 comparable costs were only $77,435. The
Technology development costs include primarily salaries for our development
team and aggregated $210,020. Other costs for travel of $52,035 and for
facilities and support amounted to $63,469. Salaries grew from $63,740 in 1999
as a result of a number of additions to our development staff brought on to
complete code programming of several new products including ID-2000, Property
ID and Casino ID. More recently, we have identified a number of new
applications for our ID-2000 product and expect to add to staff further to
accelerate development of these product applications. As a result, we expect
our current level of expenditure will increase as we bring new development
staff on.
Administration:
Although our expenditures in Sales and marketing and Technology development
have risen dramatically, we have managed to hold the line on Administration
costs. First quarter 2000 Administrative costs were $222,755, slightly less
than for the comparable quarter in 1999 of $195,508. Administrative costs for
2000 include salaries of $66,187, professional fees of $54,591, facility and
support costs of $74,020, shareholder, regulatory and other of $27,956. In
1999, while salaries were higher at $82,862, professional fees were lower
at $7,721, office costs were $77,272 and regulatory and other were $27,653.
Other Costs and Expenses:
Amortization in 2000 to date amounted to $22,204 as compared to $5,259 in 1999
for the first quarter. The increase reflects additions to our development team
primarily. Also in 1999, we realized a gain on settlement of obligations of
$161,205 and recorded a write-down of inventories of $111,836, both related to
our subsidiary.
Net Loss for the Period:
Our net loss is due to higher levels of expenditures on both the sales and
development fronts and was $625,909 or ($0.06) per share. The 1999 loss
amounted to only $193,784 or ($0.05).
Liquidity and Capital Resources:
At year end, our cash position had declined to only $9,682 and, anticipating
this, we had taken a number of steps late in 1999 to raise funds to support
our ongoing activities. Consequently during the first quarter, we raised over
$1.5 million by means of a private placement of our common stock that yielded
$700,000. We also received cash from the exercise of outstanding warrants and
options which provided $782,200 and the conversion
- -12-
<PAGE>
of debentures for common stock issued in the fourth quarter of 1999 which
provided $467,200.
We used some of these funds to sustain our operations during the quarter, and
to acquire equipment costing $16,366. After these disbursements and the costs
associated with our operating loss of $625,909, we closed the period with cash
on hand of $703,614 remaining for future operations.
As indicated in the discussion of our Technology development expenditures, we
anticipate hiring more development staff and accelerating our development of
biometric applications of our software and anticipate the need to raise
additional funds through the issue of our common stock.
- -13-
<PAGE>
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
a) None
b) None
c) On January 10, 2000, the Registrant issued for cash on a private
placement basis, 858,000 convertible debentures. The convertible debentures
are convertible into units upon payment of Cdn.$0.64 per unit. Each unit
consists of one common share and one non-transferable share purchase warrant.
The convertible debenture has a principal amount of Cdn.$595,200. The
debentures have a term of one year and bear interest at a rate of 8% per
annum, payable on maturity. The warrants enable the debenture holder to
purchase an equal number of additional common shares for two years, at a price
of Cdn.$0.64 per share if exercised in the first year and Cdn.$0.74 per share
if exercised in the second year. The Registrant can redeem the debentures at
any time by giving the debenture holders 15 days' notice, within which period
the debenture holders may elect to convert or take payment in cash. The
Registrant sold the convertible debentures to Jack Wolfe, Rexton Corporation,
Banque Edouard Constant S.A., and MFC Merchant Bank S.A. Three debenture
holders, namely: Jack Wolfe, Rexton Corporation, and MFC Merchant Bank S.A.
converted during the first quarter for an aggregate amount of 730,000 common
shares. The aggregate proceeds of the offering to the Registrant were
Cdn.$595,200. As a finder's fee compensation for this transaction, the
Registrant issued 11,581 common shares and $26,784 in cash to Value Invest
Ltd.
On January 18, 2000 the Registrant issued 435,000 options to certain
directors, officers, and employees exercisable at a price of Cdn.$1.00
expiring January 19, 2005.
On March 2, 2000, the Registrant announced it would issue 200,000 warrants
exercisable into common shares at a price of Cdn.$3.50 per share to Berliner
Freiverkehr (Aktien) Handel AG in consideration of Berliner Freiverkehr
facilitating the listing of the Registrant's common shares on the Deutsche
Borse AG and the Third Market Segment of the Frankfurt Stock Exchange. This
transaction has not closed.
On March 22, 2000, the Registrant issued for cash on a private placement
basis, 875,000 units at a price of Cdn.$0.80 per unit for total proceeds of
the Registrant of Cdn.$700,000. Each unit consists of one common share and
one non-transferable share purchase warrant entitling the holder to purchase
an additional common share at a price of Cdn.$0.80 until March 17, 2001. The
Registrant sold the units to Pacific Cascade Consultants Ltd. (Fred Clarke &
Andy Amanovich), Chelsea Capital Corp. (Darryl Yea & Michael O'Brian), Keith
Peck RRSP, Valor Invest Limited (Estevao J. Popovics), Helaba Bank Schweiz
AG, Rory S. Godinho, Rory S. Godinho RRSP, Lisa Godinho RRSP, Shafiq
Nazerali-Walji, Altaf Nazerali RRSP. There was no finder's fee paid in the
common shares regarding this transaction.
During the three months ended March 31, 2000, the Registrant sold 290,000
common shares pursuant to the exercise of stock options issued under its
Incentive Stock Option Plan for aggregate proceeds of Cdn.$290,000.
d) None
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<PAGE>
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 FILED ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 13, 2000
Imagis Technologies Inc.
(Registrant)
By: /s/ IAIN DRUMMOND
- ----------------------
Iain Drummond
President & CEO
By: /s/ ROSS WILMOT
- ----------------------
Ross Wilmot
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27.1 Financial Data Schedule
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<CURRENCY> CANADIAN
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1.50
<CASH> 703,614
<SECURITIES> 0
<RECEIVABLES> 328,612
<ALLOWANCES> 0
<INVENTORY> 31,939
<CURRENT-ASSETS> 1,064,165
<PP&E> 182,196
<DEPRECIATION> (103,858)
<TOTAL-ASSETS> 1,142,503
<CURRENT-LIABILITIES> 193,762
<BONDS> 0
0
0
<COMMON> 5,144,985
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,142,503
<SALES> 195,135
<TOTAL-REVENUES> 195,135
<CGS> 0
<TOTAL-COSTS> 821,044
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (625,909)
<INCOME-TAX> 0
<INCOME-CONTINUING> (625,909)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (625,909)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
