U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _______________ to __________________
Commission file number: 26751
CyPost Corporation
--------------------------------------------
(Exact name of small business issuer as
specified in its charter)
Delaware 98-0178674
------------------------------------ ------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1281 West Georgia Street, Suite 900, Vancouver, BC Canada V6E 3J7
--------------------------------------------------------------------------------
(Address of principal executive offices)
(604) 904-4422
--------------------------------------------
(Issuer's telephone number)
Not applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
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 |_| No|X|
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 practical date: 20,353,570
-------------------------
Transitional Small Business Disclosure Format (check one). Yes |_|; No|X|
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and pursuant to the rules and regulations of the Securities
and Exchange Commission. While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements and footnotes thereto for the period from the Company's
inception through December 31, 1999 which are included in the Company's
Annual Report on Form 10-KSB, as amended, previously filed with the Commission.
<PAGE>
<TABLE>
<CAPTION>
CYPOST CORPORATION
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(U.S. Dollars)
2000 1999
------------ ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 238,748 $ 415,779
Accounts receivable-net of allowance 472,103 233,188
Inventory 40,123 -
Prepaids and deposits 316,402 173,319
------------ ------------
1,067,376 822,286
PROPERTY AND EQUIPMENT, net 665,400 599,582
GOODWILL AND OTHER INTANGIBLES, net 8,117,318 5,036,785
OTHER ASSETS 176,547 69,389
SOFTWARE DEVELOPMENT, net 182,474 139,535
------------ ------------
$10,209,115 $ 6,667,577
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 857,602 $ 849,300
Accrued liabilities 136,375 133,937
Loans 2,858,412 875,000
Deferred revenue 739,417 626,143
Purchase of a subsidiary - 240,000
------------ ------------
4,591,806 2,724,380
------------ ------------
SHAREHOLDERS' EQUITY
Share capital
Authorized
5,000,000 preferred stock with a par value of $.001
30,000,000 common stock with a par value of $.001
Issued and outstanding
Nil preferred stock
21,138,993 common stock (1999 - 20,246,480) 21,139 20,246
Paid-in capital 11,989,359 8,814,002
Deficit (6,375,832) (4,908,127)
Currency translation adjustment (17,357) 17,076
------------ ------------
5,617,309 3,943,197
------------ ------------
$10,209,115 $ 6,667,577
============ ============
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.
<PAGE>
<TABLE>
<CAPTION>
CYPOST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(U.S. Dollars)
2000 1999
------------ ------------
<S> <C> <C>
REVENUE $ 1,039,560 $ 8,117
DIRECT COSTS 620,381 -
------------ ------------
419,179 8,117
------------ ------------
EXPENSES
Selling, general and administrative 978,677 282,378
Amortization and depreciation 659,092 1,500
------------ ------------
1,637,769 283,878
------------ ------------
(1,218,590) (275,761)
EQUITY IN LOSS OF AFFILIATE 105,615 -
INTEREST EXPENSE 143,500 -
------------ ------------
NET LOSS (1,467,705) (275,761)
DEFICIT, beginning of period (4,908,127) (556,539)
------------ ------------
DEFICIT, end of period $(6,375,832) $ (832,300)
============ ============
LOSS PER SHARE, basic and diluted $ (0.07) $ (0.02)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 20,646,690 13,277,522
============ ============
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.
<PAGE>
<TABLE>
<CAPTION>
CYPOST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(U.S. Dollars)
2000 1999
------------ ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,467,705) $(275,761)
Add items not affecting cash
Amortization and depreciation 659,092 1,500
Equity in loss of affiliate 105,615
Interest expense 143,500 -
------------ ----------
(559,498) (274,261)
Change in non-cash operating accounts (260,144) 30,500
------------ ----------
NET CASH USED IN OPERATING ACTIVITIES (886,995) (243,761)
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital assets (14,901) (13,976)
Software development (67,488) -
Acquisition of Playa Corporation (300,000) -
------------ ----------
NET CASH PROVIDED FROM (USED IN)
INVESTING ACTIVITIES (382,389) (13,976)
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds 1,025,000 -
Sale of common stock - 316,000
------------ ----------
NET CASH PROVIDED FROM FINANCING
ACTIVITIES 1,025,000 316,000
------------ ----------
NET INCREASE (DECREASE) IN CASH (177,031) 58,263
CASH, beginning of period 415,779 47,212
------------ ----------
CASH, end of period $ 238,748 $ 105,475
============ ==========
</TABLE>
SUPPLEMENTAL DISCLOSURE:
For the three months ended March 31, 2000, the Company settled $92,750 of debt
by issuing 26,500 shares of common stock.
As consideration for the purchase of Playa Corporation, the Company issued
785,455 shares of common stock for the value of $2,700,000.
The accompanying notes are an integral part of this consolidated financial
statement.
<PAGE>
<TABLE>
<CAPTION>
CYPOST CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(U.S. Dollars)
Common Stock Additional Cumulative
------------------- Paid-in Translation
Number Amount Capital Deficit Adjustment Total
---------- ------- ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1999 20,246,480 20,246 8,814,002 (4,908,127) 17,076 3,943,197
Issued for acquisition of Internet Arena 80,558 81 239,919 - - 240,000
Issued for acquisition of Playa 785,455 785 2,699,215 - - 2,700,000
Issued for services/debt 26,500 27 92,723 - - 92,750
Beneficial conversion feature on loans - - 143,500 - - 143,500
Cumulative translation adjustment - - - - (34,433) (34,433)
Net loss - - - (1,467,705) - (1,467,705)
---------- ------- ------------ ------------ --------- ------------
BALANCE, MARCH 31, 2000 21,138,993 $21,139 $11,989,359 $(6,375,832) $(17,357) $ 5,617,309
========== ======= ============ ============ ========= ============
</TABLE>
<PAGE>
CYPOST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
(U.S. Dollars)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
GOING CONCERN
These financial statements have been prepared on the basis of accounting
principles applicable to a "going concern" which assume that Cypost
Corporation (the "Company") will continue in operation for at least one
year and will be able to realize its assets and discharge its liabilities
in the normal course of operations.
Several conditions and events cast doubt about the Company's ability to
continue as a "going concern". The Company has incurred net losses of
approximately $6.4 million for the period from inception September 5, 1997
to March 31, 2000, has a working capital deficiency at March 31, 2000, and
requires additional financing for its business operations. As of March 31,
2000, the Company has $10,100,000 of funding available, which can be drawn
against a promissory note agreement with a lender; however, the lender has
the option, at any time, to withdraw its offer to lend this amount.
The Company's future capital requirements will depend on numerous factors
including, but not limited to, continued progress in developing its
software products, and market penetration and profitable operations from
its internet connection services. The Company is actively pursuing
alternative financing and has had discussions with various third parties,
although no firm commitments have been obtained. Management is also
pursuing acquisitions of other businesses with existing positive cash
flows. In addition, management is working on attaining cost and efficiency
synergies by consolidating the operations of the businesses acquired.
These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern".
While management believes that the actions already taken or planned, as
described above, will mitigate the adverse conditions and events which
raise doubts about the validity of the "going concern" assumption used in
preparing these financial statements, there can be no assurance that these
actions will be successful.
If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of
assets, the reported amounts of its liabilities, the reported revenues and
expenses, and the balance sheet classifications used.
INTERIM FINANCIAL STATEMENTS
The interim consolidated financial statements presented have been prepared
by the Company without audit and, in the opinion of the management, reflect
all adjustments of a normal recurring nature necessary for a fair statement
of (a) the consolidated results of operations for the three months ended
March 31, 2000 and 1999, (b) the consolidated financial position at March
31, 2000 and (c) the consolidated cash flows for the three months ended
March 31, 2000 and 1999. Interim results are not necessarily indicative of
results for a full year.
The consolidated balance sheet presented as of December 31, 1999 has been
derived from the consolidated financial statements that have been audited
by the Company's independent auditors. The consolidated financial
statements and notes are condensed as permitted by Form 10-QSB and do not
contain certain information included in the annual financial statements and
notes of the Company. The consolidated financial statements and notes
included herein should be read in conjunction with the financial statements
and notes included in the Company's Annual Report on Form 10-KSB.
<PAGE>
CYPOST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
(U.S. Dollars)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONSOLIDATION
The consolidated financial statements include the accounts of CyPost
Corporation and its subsidiaries. The principal subsidiaries, all of which
are wholly owned, include ePost Innovations Inc., NetRover Inc., NetRover
Office Inc., Hermes Net Solutions Inc., InTouch.Internet Inc. and Playa
Corporation.
SOFTWARE DEVELOPMENT COSTS
As at March 31, 2000, the Company capitalized $276,791 of software
development costs and amortized $94,317 of these costs.
2. ACQUISITIONS
On February 23, 2000, the Company purchased all the shares of Playa
Corporation (a Japan company) for $3,000,000. The consideration paid by the
Company consisted of cash in the amount of $300,000 and shares of the
Company's common stock with a value of $2,700,000. The seller was entitled
to 785,455 shares of the Company's common stock on the closing date of
February 23, 2000. Due to administrative delay, the certificate evidencing
the shares was not issued until after the end of the quarter ended March
31, 2000. Moreover, due to a clerical error subsequently discovered, the
number of shares originally calculated to be issued, and actually issued to
the seller, was incorrectly determined to be 771,246. Therefore, the
Company will issue an additional 14,209 shares of its common stock to the
seller to account for the difference. For purposes of financial statement
presentation, all 785,455 shares of the Company's common stock were deemed
issued as of February 23, 2000.
The acquisition has been accounted for by the purchase method of
accounting. The purchase included goodwill and other intangibles of
$3,665,778 which will be amortized on a straight-line basis over its
estimated useful life of three years. These financial statements include
the results of operations of the acquired business for the period from
February 24, 2000 to March 31, 2000.
3. LOANS
Loan balance as of March 31, 2000 consist of the following:
Pursuant to a promissory note agreement $1,900,000
Various lenders of Playa Corporation 888,247
Obligations under capital lease 70,165
------------
Total $2,858,412
------------
During the three months ended March 31, 2000, the Company borrowed
$1,025,000 pursuant to a promissory note agreement. The loans are
unsecured, bear interest at 8% per annum, and the principal and accrued
interest are due on demand. The lender may elect to convert the loans into
shares of common stock of the Company as follows:
Shares
--------- ---------------------
Principal Pre-Split Post-Split
--------- --------- ----------
$1,900,000 950,000 1,425,000
At the commitment dates of the promissory note, the conversion prices were
less than the fair values of the common stock, hence a beneficial
conversion feature is attached to these convertible notes. The amount of
this beneficial conversion feature has been recorded as interest expense
and additional paid-in-capital for $143,500 for the three months ended
March 31, 2000.
At March 31, 2000, the loans balance is $1,900,000. The fair value of the
loans at March 31, 2000 is not practicable to estimate because of the
conversion features associated with the loans; accordingly, it is not
possible to estimate the present value of the future cash flows with any
reasonable degree of precision.
On the basis that historically Blue Heron Venture Fund, Ltd. has waived
interest on their loans to the Company, the Company has taken the position
that interest expense for the period ended March 31, 2000, should not be
accrued.
<PAGE>
CYPOST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
(U.S. Dollars)
4. SHARE CAPITAL
On March 2, 2000, the Company issued 26,500 shares of its commons stock at
the closing price of $3.50 per share on February 29, 2000,to Kaplan,
Gottbetter and Levenson, as payment of services accrued at December 31,
2000 and through February 29, 2000 in an aggregate amount of $92,750.
On March 13, 2000, the Company issued 80,558 shares of its common stock at
the closing price of $2.98 on July 12, 1999 (as adjusted for a 3-for-2
stock split), the date of signing the Letter of Intent, to the owners of
Internet Arena, Inc., as payment for the balance due in the amount of
$240,000 in connection with the Company's acquisition of that entity.
5. COMMITMENTS AND CONTIGENCIES
LEGAL PROCEEDINGS
On June 11, 1999, Canada Post Corporation filed a Statement of Claim in the
Federal Court of Canada in which it sought injunctive and unspecified
monetary relief for the allegedly "improper use by the Company of certain
marks and names which contain the component "post". On October 18, 1999,
the Company filed its Defense and Counterclaim. In a motion heard November
24, 1999, Canada Post Corporation challenged certain parts of the
Counterclaim and the Federal Court reserved judgment. There has been no
pre-trial discovery and no trial date has been set.
On May 25, 1999, the Company filed a statement of Claim in the BC Court
seeking a declaration that the public notice of Canada Post Corporation's
adoption and use of CYBERPOSTE and CYBERPOST on November 18, 1998 and
December 9, 1998 respectively, did not affect the Company's use of CYPOST
and ePost as trade-marks and trade-names prior to said dates. The Company
sought summary judgment for such a declaration and on September 14, 1999,
the BC Court rejected summary judgment on the basis that no right of the
Company was being infringed and that a trial of the issues was more
appropriate. The rejection is pending appeal. There has been no pre-trial
discovery (except to the extent that some was done as part of the summary
judgment application) and no trial date has been set.
Canada Post seeks relief in the form of preventing the Company from using
trademarks, trade names or brand names and does not seek monetary damages.
Accordingly, the Company does not believe that this litigation will have a
material impact on its future results of operations, financial condition
and liquidity.
On April 4, 2000, Steven Berry ("Berry"), the former Chief Executive
Officer of the Company, commenced an action in the Supreme Court of the
State of New York, County of New York, (Index No. 601448/2000), against the
Company and Continental Stock Transfer Company ("Continental") (the "New
York Action"). In the New York Action, Berry claimed damages for alleged
conversion, fraud, breach of contract and breach of fiduciary duty all
arising from the alleged wrongful Stop Transfer Order which the Company
placed relating to 75,000 shares of the Company's common stock registered
in Berry's name and the Company's cancellation of a further 600,000 shares
(the "Contingent Shares"). The complaint in the New York Action claims
damages in excess of $3 million with the precise amount to be determined at
trial.
Pursuant to Berry's contract of employment with the Company, the Company
issued 600,000 Contingent Shares to Berry upon condition that he would
remain in the Company's employ as its Chief Executive Officer for at least
two years. Berry commenced his employment with the Company on January 4,
1999 and resigned his employment with the Company on January 17, 2000.
Following Berry's resignation the Company issued a Stop Transfer Order to
Continental with respect to the 75,000 shares and cancelled the 600,000
Contingent Shares which had been issued to Berry.
On May 19, 2000 CyPost and EPost Innovations Inc. commenced suit in the
Supreme Court of British Columbia, Vancouver Registry (Action #S002798),
against Berry and his wife, Tia Berry (the "BC Action"). In the BC Action,
the Company seeks an order directing Berry to return the 600,000 Contingent
Shares to the Company for cancellation or an order entitling the Company to
cancel the same on the basis that Berry did not fulfill the employment
conditions which were the condition precedent to his becoming the
beneficial owner of the Contingent Shares.
In the BC Action, the Company also claims at least $800,000 from Berry on
account of breach of fiduciary duty, negligence, breach of statutory duties
and breach of contract arising from Berry's failure to properly carry out
his employment responsibilities. In the BC Action, the Company also claims
$34,013 from Berry and Tia Berry on account of conspiracy to defraud and
injure the Company and EPost Innovations Inc. by causing certain personal
expenses to be paid by the Company rather than by Berry and Tia Berry
personally. The Company also claims punitive and exemplary damages from
Berry and Tia Berry in the BC Action.
On May 25, 2000, the Company moved in the New York Action for an order
dismissing the action against the Company for lack of jurisdiction or, in
the alternative, on the basis of forum non conviens. On September 5, 2000,
the court dismissed the New York Action on forum non conviens grounds,
subject to the Company making certain stipulations in the New York Action.
Those stipulations have been made and the appeal period in the New York
Action has expired without Berry or any other party appealing the September
5, 2000 order.
The pleadings have been closed in the BC Action and the parties are now
waiting for the British Columbia Supreme Court Registry to assign a trial
date, which will likely be sometime in the fall of 2001 or early 2002.
The issues raised by Berry and the Company in the New York Action will be
litigated in the BC Action together with the further issues raised by the
Company in the BC Action. The Company feels that Berry's claims in the New
York Action were without merit and that the Company will be successful in
obtaining an order declaring that Berry's 600,000 Contingent Shares be
cancelled and further entitling the Company to substantial damages. The
Company will vigorously pursue its position in all respects.
A loss by the Company of the claim for monetary damages would have a
material adverse effect on the Company's future results of operations,
financial condition and liquidity; however, the Company does not expect to
lose this action and believes additionally that it would be able to
negotiate reasonable payment terms should it lose this suit.
6. SUBSEQUENT EVENTS
SHARE CAPITAL
On August 1, 2000, the Company issued an aggregate 129,500 shares of its
common stock to seven employees at the closing price of $0.5938 per share
on July 17, 2000 in consideration for their providing certain services to
the Company from June 16, 2000 through July 15, 2000. These services at
June 30, 2000, $53,351, and for the quarter ended September 30, 2000,
$23,546, aggregated $76,897.
On the same date, the Company issued 75,000 shares of its common stock to
each of the Company's three directors at the closing price of $0.5938 on
July 17, 2000 in consideration for their providing certain services to the
Company from June 16 through July 15, 2000. These services at June 30,
2000, $69,106, and for the quarter ended September 30, 2000, $64,499,
aggregated $133,605.
On August 17, 2000, the Company issued an aggregate 43,500 shares of its
common stock to five people at the closing price of $0.5938 per share on
July 25, 2000 in consideration for their providing consulting work to the
Company from April 1, 2000 through June 30, 2000. These services at June
30, 2000, $25,787, were equal the value of the shares issued.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Consolidated Financial
Statements of the Company and Notes thereto included elsewhere in this quarterly
report. Historical results and percentage relationships among any amounts in
these financial statements are not necessarily indicative of trends in operating
results for any future period. The statements which are not historical facts
contained in this quarterly report, including this Management's Discussion and
Analysis of Financial Condition and Results of Operations, and Notes to the
Consolidated Financial Statements, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements are based on currently available operating, financial and
competitive information, and are subject to various risks and uncertainties.
Future events and the Company's actual results may differ materially from the
results reflected in these forward-looking statements. Factors that might cause
such a difference include, but are not limited to, dependence on existing and
future key strategic and strategic end-user customers, limited ability to
establish new strategic relationships, ability to sustain and manage growth,
variability of quarterly operating results, the Company's expansion and
development of new service lines, marketing and other business development
initiatives, the commencement of new engagements, competition in the industry,
general economic conditions, dependence on key personnel, the ability to
attract, hire and retain personnel who possess the technical skills and
experience necessary to meet the service requirements of its clients, the
potential liability with respect to actions taken by its existing and past
employees, risks associated with international sales, and other risks described
herein, the Company's Annual Report on Form 10-KSB, as amended, and the
Company's other Securities and Exchange Commission filings.
<PAGE>
Overview
Cypost produces and markets computer privacy protection technologies and
provides Internet connectivity to business and residential customers. From the
Company's inception date until approximately mid-March of 1999, the Company was
considered a development stage enterprise. Since that time, the Company has (i)
discussed five (5) software encryption products under its "Navaho" brand, and
currently is marketing two (2) products, (ii) expanded into the Internet Service
Provider market and (iii) acquired an Instant Messaging Service provider during
the three-month period ending March 31, 2000,.
Because the Company is in an early stage in its business operations its
revenues are subject to wide variation from quarter to quarter. In addition,
the Company is electing to pursue a strategy of growing through acquisition.
The size and timing of acquisitions, both past acquisitions and possible future
acquisitions, has been and will be affected by a number of factors which are
hard to predict and many of which are beyond the Company's control. Because of
these factors, the results of operations discussed below may not be an accurate
indication of future performance.
Results of Operations for the Three Months Ended March 31, 2000
Substantially all of the Company's revenue was earned from its ISP
operations during the three months ended March 31, 2000. These revenues were
attributable virtually entirely to the operations of the five (5) Internet
service provider companies (Hermes Net Solutions Inc., Intouch.Internet Inc.,
NetRover Inc., Connect Northwest and Internet Arena) which the Company acquired
beginning late in the second quarter of 1999. The Company generated net sales
of $1,039,560 for the three months ended March 31, 2000 compared to $8,117 for
the three months ended March 31, 1999.
[/R]
Direct costs, which consist primarily of telecommunications charges in
respect of providing Internet connection services to customers, of $620,381,
were incurred in the three months ended March 31, 2000. The Company did not
incur direct costs for the three months ended March 31, 1999, due to the Company
not having acquired any Internet Service Providers until late in the second
quarter of 1999.
Selling, general and administrative expenses were $978,677 for the three
months ended March 31, 2000 compared to $282,378 for the three months ended
March 31, 1999.Selling, general and administrative expenses for the current
quarter include $93,432 for sales and marketing, $420,181 for salaries and
benefits, $321,564 for general and administrative expenses and $143,500 for
legal and professional fees. The increase in the above noted expenses for the
three months ended March 31, 2000 compared to the three months ended March 31,
1999 results from the Company emerging from the development stage in 1999 and
commencing revenue generating activities.
Interest expense of $143,500 for the three months ended March 31, 2000 is
in respect of the beneficial conversion features on convertible promissory notes
between the Company and Blue Heron Venture Fund, Ltd. A beneficial conversion
feature arises when at the commitment date of the promissory note(the date of
agreement to the terms of the promissory note),the convertible promissory note
is "in-the-money" (the conversion price of the promissory note is less than the
fair value of the common stock into when the promissory note is convertible).
The interest expense is calculated as the difference between the conversion
price and the fair value of the common stock, multiplied by the number of common
stock into which the promissory note is convertible at the commitment date of
the loan. The interest expense is a non-cash item and result in an interest in
paid-in-capital On the basis that historically Blue Heron Venture Fund, Ltd. has
waived interest on their loans to the Company, the Company has taken the
position that interest expense for the three months ended March 31, 2000, should
not be accrued.
Net loss of $1,467,705 for the three months ended March 31, 2000 compared
to the net loss of $275,761 for the three months ended March 31, 1999. The
increase in net loss for the three months ended March 31, 2000 was primarily a
result of increased selling, general and administrative expenses from
consolidation of the subsidiaries, increase of amortization and depreciation of
the assets acquired in the fiscal year 1999 and increased direct costs due to
the increase of operations.
<PAGE>
Liquidity and Capital Resources
The accompanying financial statements have been prepared on a going concern
basis, which assumes that the Company will continue in operation for at least
one year and will be able to realize its assets and discharge its liabilities in
the normal course of business. The Company incurred net loss of $1,467,705 for
the three months ended March 31, 2000 as compared to a net loss of $275,761 for
the three months ended March 31, 1999. At March 31, 2000, the Company had a
working capital deficit of $3,524,430, which is mainly due to the loans due to
Blue Heron Venture Fund, Ltd. These factors indicate that the Company's
continuation as a going concern is dependent upon its ability to obtain adequate
financing.
During the three months ended March 31, 2000, the Company borrowed
$1,025,000 from Blue Heron Venture Fund, Ltd. These loans were made under
agreements with Blue Heron Venture Fund, Ltd. under which the Company may draw
up to $16 million in unsecured loans. These loans bear interest at 8% per annum
and are payable on demand. They are convertible into common stock of the
Company. If the outstanding principal amount of the loans of $1,900,000 at
March 31, 2000 were converted, Blue Heron Venture Fund, Ltd. would be entitled
to an aggregate 1,425,000 shares of the Company's common stock. Blue Heron
Venture Fund, Ltd. is free to withdraw this credit facility at any time, and
since the loans are payable on demand the Company's ability to continue
operations is dependent upon the willingness of Blue Heron Venture Fund, Ltd.
to forebear from demanding payment. The Company believes that Blue Heron
Venture Fund, Ltd. will continue not to demand payment of the loans for the
immediately foreseeable future, but it is under no obligation to do so. Should
Blue Heron Venture Fund, Ltd. demand payment, the Company would be required to
obtain financing from other sources to satisfy its obligations or would be in
default under the loans. The Company does not believe that bank borrowings are
available under present circumstances, and there can be no assurance that any
financing could be obtained from other sources. Even if funding were available,
it might be available only on terms which would not be favorable to the Company
or which management would not find acceptable.
Although the Company's cash position as of March 31, 2000 had decreased to
$238,748 as compared to $415,779 as of December 31, 1999, the decrease in cash
is primarily attributable to the purchase of Playa Corporation
In connection with the acquisition of Playa Corporation, the Company
assumed certain loans payable by Playa Corporation, as of March 31, 2000, the
aggregate outstanding principal amount of the loans was $888,247, with an
aggregate monthly payment of $9,703 and $584,512 due immediately. Of the
$584,512 due immediately, approximately half was owed to Sagin Venture Capital.
This loan is payable on demand. Since the loan is payable on demand the
Company's ability to continue operations is dependent upon the willingness of
Sagin Venture Capital to forebear from demanding payment. The Company believes
that Sagin Venture Capital will continue not to demand payment of the loan for
the immediately foreseeable future, but it is under no obligation to do so.
Should Blue Heron Venture Fund, Ltd. demand payment, the Company would be
required to obtain financing from other sources to satisfy its obligations or
would be in default under the loans. The Company does not believe that bank
borrowings are available under present circumstances, and there can be no
assurance that any financing could be obtained from other sources. Even if
funding were available, it might be available only on terms which would not be
favorable to the Company or which management would not find acceptable.
Approximately $212,000 (currency translation value of 21,761,800 (Yen) at March
31, 2000) of the $584,512 was paid by CyPost KK, an affiliate of the Company
during the second quarter, the balance of the $584,512 is in the form of a line
of credit with respect to which the company is current in its obligations.
For the three months ended March 31, 2000, the Company's net cash used
in operating activities totaled $886,995 compared to $243,761 for the three
months ended March 31, 1999.
The Company's net cash used in investing activities totaled $382,389 for
the three months ended March 31, 2000 compared to $13,976 for the three months
ended March 31, 1999. The majority of the net cash used in investing activities
during the three months ended March 31, 2000 related to the Company's
acquisition of Playa Corporation and an investment in CyPost KK. CyPost KK is a
former affiliate of the Company, in which the Company invested $200,000 on March
17, 2000 at the formation of CyPost KK. This amount is reflected in the balance
sheet at original historical cost, inasmuch as the operations and duration of
the investment were limited in time. On July 3, 2000, the Company sold all of
its interest in CyPost KK to one of the other investors in CyPost KK for
$220,000. In addition, software development expenditures incurred in developing
encryption software products totaled $67,488 for the three months ended March
31, 2000.
The Company's financing activities during the three months ended March
31, 2000 included $1,025,000 of loans provided by Blue Heron Venture Fund,
Ltd. compared to $316,000 for the three months ended March 31, 1999 which was
provided through the exercise of warrants to purchase an aggregate 1,170,370
shares of the Company's common stock by certain individuals.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On June 11, 1999, Canada Post Corporation filed a Statement of Claim in
the Federal Court of Canada in which it sought injunctive and unspecified
monetary relief for the allegedly "improper use by the Company of certain marks
and names which contain the component "post". On October 18, 1999, the Company
filed its Defense and Counterclaim. In a motion heard November 24, 1999, Canada
Post Corporation challenged certain parts of the Counterclaim and the Federal
Court reserved judgment. There has been no pre-trial discovery and no trial date
has been set.
On May 25, 1999, the Company filed a statement of Claim in the BC Court
seeking a declaration that the public notice of Canada Post Corporation's
adoption and use of CYBERPOSTE and CYBERPOST on November 18, 1998 and December
9, 1998 respectively, did not affect the Company's use of CYPOST and ePost as
trade-marks and trade-names prior to said dates. The Company sought summary
judgment for such a declaration and on September 14, 1999, the BC Court rejected
summary judgment on the basis that no right of the Company was being infringed
and that a trial of the issues was more appropriate. The rejection is pending
appeal. There has been no pre-trial discovery (except to the extent that some
was done as part of the summary judgment application) and no trial date has been
set.
On April 4, 2000, Steven Berry ("Berry"), the former Chief Executive
Officer of the Company, commenced an action in the Supreme Court of the State of
New York, County of New York, (Index No. 601448/2000), against the Company and
Continental Stock Transfer Company ("Continental") (the "New York Action"). In
the New York Action, Berry claimed damages for alleged conversion, fraud, breach
of contract and breach of fiduciary duty all arising from the alleged wrongful
Stop Transfer Order which the Company placed relating to 75,000 shares of the
Company's common stock registered in Berry's name and the Company's cancellation
of a further 600,000 shares (the "Contingent Shares"). The complaint in the New
York Action claims damages in excess of $3 million with the precise amount to be
determined at trial.
Pursuant to Berry's contract of employment with the Company, the Company
issued 600,000 Contingent Shares to Berry upon condition that he would remain in
the Company's employ as its Chief Executive Officer for at least two years.
Berry commenced his employment with the Company on January 4, 1999 and resigned
his employment with the Company on January 17, 2000. Following Berry's
resignation the Company issued a Stop Transfer Order to Continental with respect
to the 75,000 shares and cancelled the 600,000 Contingent Shares which had been
issued to Berry.
On May 19, 2000 CyPost and EPost Innovations Inc. commenced suit in the
Supreme Court of British Columbia, Vancouver Registry (Action #S002798), against
Berry and his wife, Tia Berry (the "BC Action"). In the BC Action, the Company
seeks an order directing Berry to return the 600,000 Contingent Shares to the
Company for cancellation or an order entitling the Company to cancel the same on
the basis that Berry did not fulfill the employment conditions which were the
condition precedent to his becoming the beneficial owner of the Contingent
Shares.
In the BC Action, the Company also claims at least $800,000 from Berry on
account of breach of fiduciary duty, negligence, breach of statutory duties and
breach of contract arising from Berry's failure to properly carry out his
employment responsibilities. In the BC Action, the Company also claims $34,013
from Berry and Tia Berry on account of conspiracy to defraud and injure the
Company and EPost Innovations Inc. by causing certain personal expenses to be
paid by the Company rather than by Berry and Tia Berry personally. The Company
also claims punitive and exemplary damages from Berry and Tia Berry in the BC
Action.
On May 25, 2000, the Company moved in the New York Action for an order
dismissing the action against the Company for lack of jurisdiction or, in the
alternative, on the basis of forum non conviens. On September 5, 2000, the
court dismissed the New York Action on forum non conviens grounds, subject to
the Company making certain stipulations in the New York Action. Those
stipulations have been made and the appeal period in the New York Action has
expired without Berry or any other party appealing the September 5, 2000 order.
The pleadings have been closed in the BC Action and the parties are now
waiting for the British Columbia Supreme Court Registry to assign a trial date,
which will likely be sometime in the fall of 2001 or early 2002.
The issues raised by Berry and the Company in the New York Action will be
litigated in the BC Action together with the further issues raised by the
Company in the BC Action. The Company feels that Berry's claims in the New York
Action were without merit and that the Company will be successful in obtaining
and order declaring that Berry's 600,000 Contingent Shares be cancelled and
further entitling the Company to substantial damages. The Company will
vigorously pursue its position in all respects.
Item 2. Changes in Securities
On March 13, 2000, the Company issued 80,558 shares of its common stock
to the owners of Internet Arena, Inc. as payment for the balance due in
accordance to the Company's acquisition of that entity. These shares were issued
pursuant to the exemption from registration contained in Section4(2) of the
Securities Act of 1933 for transactions by an issuer not involving a public
offering.
On June 8, 2000, the Company issued 771,426 shares of its common stock
to the owners of Playa Corporation as partial payment of the purchase price
$3,000,000 in connection with the Company's acquisition of that company. These
shares were issued pursuant to the exemption from registration contained in
Section4(2) of the Securities Act of 1933 for transactions by an issuer not
involving a public offering.
On August 1, 2000, the Company issued an aggregate 129,500 shares of its
common stock to seven employees in consideration for their providing certain
services to the Company from June 16, 2000 through July 15, 2000. These shares
were issued pursuant to the exemption from registration contained in Section4(2)
of the Securities Act of 1933 for transactions by an issuer not involving a
public offering.
<PAGE>
On the same date, the Company issued 75,000 shares of its common
stock to each of the Company's three directors in consideration for their
providing certain services to the Company from June 16, 2000 through July 15,
2000. These shares were issued pursuant to the exemption from registration
contained in Section4(2) of the Securities Act of 1933 for transactions by an
issuer not involving a public offering.
On August 17, 2000, the Company issued an aggregate 43,500 shares of its
common stock to five people for their providing consulting work to the Company
from April 1, 2000 through June 30, 2000. These shares were issued pursuant to
the exemption from registration contained in Section4(2) of the Securities Act
of 1933 for transactions by an issuer not involving a public offering.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 27 Financial Data Schedule
b) Reports on Form 8-K
None
SIGNATURE
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.
CyPost Corporation
------------------------
(Registrant)
Date: November 20, 2000 By: /s/ Robert Sendoh
------------------------
Chairman
<PAGE>
