NETNATION COMMUNICATIONS INC
10QSB, 2000-08-14
BUSINESS SERVICES, NEC
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                                Form 10-Q

                              --------------
                   U.S. Securities and Exchange Commission
                            Washington, D.C. 20549

                              --------------

                               (MARK ONE)

  [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2000

                              --------------

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                     FOR THE TRANSITION PERIOD FROM TO

                              --------------

                     COMMISSION FILE NUMBER: 000-26881

                              --------------

                       NETNATION COMMUNICATIONS, INC.

              ----------------------------------------------
           (Exact name of registrant as specified in its charter)

            DELAWARE                                   33-08034 38
  (State or other jurisdiction of              (I.R.S. Employer I.D. No.)
   incorporation or organization)

                      1410 - 555 WEST HASTINGS STREET
                 VANCOUVER, BRITISH COLUMBIA, CANADA, V6B 4N6
                   (Address of principal executive offices)
                                  (Zip Code)

                                  604/688-8946
              (Registrant's telephone number, including area code)

                                      N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports 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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]

The number of shares of the registrant's Common Stock outstanding as of August
14, 2000 was 15,407,000.


<PAGE>
Page 2


                         NETNATION COMMUNICATIONS, INC.


                                     FORM 10-Q
                                   JUNE 30, 2000

                                        INDEX


                                                                          PAGE
                                                                          ----
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

    Consolidated Balance Sheets--June 30, 2000 (unaudited)
     and December 31, 1999 (audited)                                          3

    Consolidated Statements of Operations and Deficit--Three-Month
     And Six-Month Periods Ended June 30, 2000 (unaudited) and 1999
     (unaudited)                                                              4

    Consolidated Statement of Stockholders' Equity--Six-Month
    Period Ended June 30, 2000 (unaudited)                                    5

    Consolidated Statements of Cash Flows--Six-Month Periods
     Ended June 30, 2000 (unaudited) and 1999 (unaudited)                     6

    Notes to Consolidated Financial Statements                                7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.                                          8

Item 3.   Quantitative and Qualitative Disclosures About Market Risk         11

PART II.   OTHER INFORMATION

Item 1.   Legal proceedings                                                  11

Item 2.   Changes in Securities and Use of Proceeds                          12

Item 3.   Defaults Upon Senior Securities                                    12

Item 4.   Submission of Matters to a Vote of Security Holders                12

Item 5.   Other Information                                                  12

Item 6.   Exhibits and Reports on Form 8-K                                   12


<PAGE>
Page 3

                          PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          NETNATION COMMUNICATIONS, INC.

                            Consolidated Balance Sheets
                            (Expressed in U.S. dollars)

                                                         June 30,   December 31,
                                                           2000        1999
                                                       ------------ ------------
                                                       (unaudited)   (audited)
                            ASSETS

Current assets:
  Cash and cash equivalents                            $ 2,640,450  $   988,077
  Accounts receivable                                      173,695       10,961
  Prepaid expenses and deposits                            162,427       63,208
  Prepaid domain name registration fees                    412,744         -
                                                        ----------   ----------

                                                         3,389,316    1,062,246

Prepaid domain name registration fees,
  non current portion                                      100,019         -

Fixed assets, net of accumulated depreciation
  of $298,125 (1999 - $134,885)                          1,398,444      455,919
                                                        ----------   ----------

                                                       $ 4,887,779  $ 1,518,165
                                                        ==========   ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities             $   687,748  $   189,146
  Deferred revenue                                       1,099,850      400,007
  Customer deposits                                         88,914         -
  Debentures payable                                          -       1,100,000
                                                        ----------   ----------

                                                         1,876,512    1,689,153

Deferred revenue, non current portion                      164,769         -

Stockholders' equity (deficit):
  Common stock
    Authorized:
      50,000,000 common shares with a par value of
      $0.0001 each
    Issued:
      15,407,000 (December 31, 1999 - 14,607,000)
      common shares                                          1,541        1,461
  Additional paid-in capital                             5,787,810    2,339,471
  Deferred compensation                                   (825,800)  (1,015,466)
  Deficit                                               (2,131,654)  (1,511,055)
  Accumulated other comprehensive income                    14,601       14,601
                                                        ----------   ----------

                                                         2,846,498     (170,988)
                                                        ----------   ----------

                                                       $ 4,887,779  $ 1,518,165
                                                        ==========   ==========


See accompanying notes to consolidated financial statements.

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Page 4

                          NETNATION COMMUNICATIONS, INC.

               Consolidated Statements of Operations and Deficit
                          (Expressed in U.S. dollars)


                       Three months ended June 30,     Six months ended June 30,
                            2000              1999          2000            1999
                      ----------        ----------    ----------      ----------
                     (unaudited)       (unaudited)   (unaudited)     (unaudited)

Revenues             $ 1,423,387       $   484,308   $ 2,838,119    $   910,199

Operating costs
  and expenses
   Cost of revenues      499,114           147,420       894,192        266,876
   Sales and
     marketing           597,269           338,296     1,280,229        532,735
   Office and
    administrative       686,683           225,026     1,113,608        332,100
   Depreciation and
    amortization         103,407            16,018       158,867         19,373
                      ----------        ----------    ----------     ----------

                       1,886,473           726,760     3,446,896      1,151,084
                      ----------        ----------    ----------     ----------

Loss from operations     463,086           242,452       608,777        240,885

Other income
  (expense), net           1,572           (31,448)      (11,822)       (33,924)
                      ----------        ----------    ----------     ----------

Loss for the period      461,514           273,900       620,599        274,809

Deficit, start
  of period            1,670,140           157,477     1,511,055        156,568
                      ----------        ----------    ----------     ----------

Deficit, end
  of period          $ 2,131,654       $   431,377   $ 2,131,654    $   431,377
                      ==========        ==========    ==========     ==========

Loss per share,
  basic and diluted  $      0.03       $      0.03   $      0.04    $      0.03
                      ==========        ==========    ==========     ==========

Weighted average
  number of common
  shares outstanding,
  basic and diluted   15,407,000        10,397,033    15,179,928      9,950,994
                      ==========        ==========    ==========     ==========


See accompanying notes to consolidated financial statements.

<PAGE>
Page 5

                          NETNATION COMMUNICATIONS, INC.

                  Consolidated Statement of Stockholders' Equity
                            (Expressed in U.S. Dollars)

                        Six month period ended June 30, 2000
                                     (Unaudited)
<TABLE>
<CAPTION>
                                                                             Accumulated
                                               Additional                          Other
                         Common Stock             Paid-In       Deferred   Comprehensive
                    Shares        Amount          Capital   Compensation          Income          Deficit                   Total
                    ------        ------      -----------   ------------          -------      ----------        ----------------
<S>                <C>          <C>           <C>              <C>               <C>           <C>                 <C>
Balance, December
  31, 1999         14,607,000   $   1,461     $ 2,339,471      $(1,015,466)      $   14,601    $(1,511,055)        $  (170,988)

Conversion of
  debentures to
  common stock        550,000          55       1,099,945             -                -              -              1,100,000

Proceeds from sale
  of common stock,
  net of offering
  costs               250,000          25       2,348,394             -                -              -              2,348,419

Amortization of
  deferred
  compensation           -           -               -             189,666             -              -                189,666

Net loss                 -           -               -                -                -          (620,599)           (620,599)
                   ----------    --------      ----------       ----------        ---------     ----------          ----------

Balance at
 June 30, 2000     15,407,000   $   1,541     $ 5,787,810      $  (825,800)      $   14,601    $(2,131,654)        $ 2,846,498
                   ==========    ========      ==========       ==========        =========     ==========          ==========
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
Page 6

                          NETNATION COMMUNICATIONS, INC.

                      Consolidated Statements of Cash Flows
                           (Expressed in U.S. dollars)


                                                        Six month    Six month
                                                      period ended  period ended
                                                         June 30,   December 31,
                                                           2000        1999
                                                      ------------  ------------
                                                       (unaudited)   (audited)
                            ASSETS

Cash flows from operating activities:
  Net loss                                             $  (620,599) $  (274,809)
Items not involving cash:
   Depreciation and amortization                           158,867       19,373
   Amortization of deferred compensation                   189,666         -
Change in operating assets and liabilities:
   Accounts receivable                                    (162,734)     (42,692)
   Prepaid expenses and deposits                           (99,219)     (15,462)
   Prepaid domain name registration fees                  (512,763)        -
   Accounts payable and accrued liabilities                498,602      263,274
   Deferred revenue                                        864,612      223,026
   Customer deposits                                        88,914         -
                                                        ----------   ----------

   Net cash provided by operating activities               405,346      172,710
                                                        ----------   ----------

Cash flows from investing activities:
  Acquisition of fixed assets                           (1,101,392)    (394,210)
                                                        ----------   ----------

     Net cash used in investing activities              (1,101,392)    (394,210)
                                                        ----------   ----------

Cash flows from financing activities:
  Proceeds from sale of common stock, net of
    offering costs                                       2,348,419      888,256
  Issue of Series A Convertible Debentures                    -       1,100,000
  Repurchase of shares                                        -         (10,204)
  Stock redemption premium paid                               -         (24,060)
  Payable to stockholders                                     -          10,625
                                                        ----------   ----------

     Net cash provided by financing activities           2,348,419    1,964,617
                                                        ----------   ----------

Net increase in cash and cash equivalents                1,652,373    1,743,117

Cash and cash equivalents, beginning of period             988,077       23,099
                                                        ----------   ----------

Cash and cash equivalents, end of period               $ 2,640,450  $ 1,766,216
                                                        ==========   ==========


Supplemental disclosure:
  Non-cash transaction
    Conversion of debentures into common stock         $ 1,100,000  $      -

  Cash paid for
    Interest                                           $       142  $     1,958


See accompanying notes to consolidated financial statements.

<PAGE>
Page 7

                          NETNATION COMMUNICATIONS, INC.

                    Notes to Consolidated Financial Statements
                           (Expressed in U.S. dollars)

                   Six month periods ended June 30, 2000 and 1999
                                    (Unaudited)

GENERAL:

    NetNation Communications, Inc. (the "Company") was incorporated on May 7,
    1998 under the laws of the State of Delaware as Collectibles Entertainment
    Inc. ("Collectibles").

    On April 7, 1999, Collectibles acquired all of the outstanding common shares
    of NetNation Communications Inc. ("the Canadian Subsidiary").  As
    Collectibles was inactive at the time of the transaction, this issuance has
    been accounted for as a capitalization of the Canadian Subsidiary,
    effectively as if the Canadian Subsidiary issued common shares to acquire
    the net monetary assets of Collectibles. As such, the statements of
    operations and deficit and cash flows reflect the results for the Canadian
    Subsidiary from incorporation on February 19, 1997 to April 7, 1999. From
    April 7, 1999, the results of the Canadian Subsidiary are included on a
    consolidated basis with those of Collectibles.  Subsequent to the
    transaction, Collectibles changed its name to NetNation Communications,
    Inc.

    The Company's principal business activities are the provision of web-site
    hosting, domain name registration, and related services to small and medium
    sized businesses.

1.  BASIS OF PRESENTATION:

    These interim consolidated financial statements have been prepared using
    generally accepted accounting principles in the United States. The interim
    financial statements include all adjustments, consisting solely of normal
    recurring adjustments, which in management's opinion are necessary for fair
    presentation of the financial results for interim periods. The financial
    statements have been prepared consistent with the accounting policies
    described in the Company's annual audited financial statements. Reference
    should be made to those statements included with the Company's annual report
    filed with Form 10-K/A. Certain comparative figures have been reclassified
    to conform to the presentation adopted in the current period.

    These consolidated financial statements include the accounts of NetNation
    Communications, Inc. and its wholly-owned subsidiaries, the Canadian
    Subsidiary, NetNation Communications (UK) Inc., NetNation Communications
    (USA) Inc., and DomainPeople Inc. All significant intercompany accounts and
    transactions have been eliminated.

2.  SIGNIFICANT ACCOUNTING POLICIES:

(a) Revenue recognition:

    Revenue is recognized as web-site hosting, domain name registration and
    related services are provided. Amounts billed in advance of the provision of
    services are deferred and recorded as revenue on a straight-line basis over
    the term of service or registration.

(b) Prepaid domain name registration fees:

    Prepaid domain name registration fees represents the amounts paid to the
    registry for generic top level domains for updating and maintaining the
    registry.  Domain name registration fees paid are deferred and charged to
    income on a straight-line basis over the registration term, which can range
    from 1 to 10 years.

<PAGE>
Page 8

3.  COMMITMENTS:

    The Company is committed to total operating lease payments for all of its
    facilities in 2000, 2001, 2002, 2003 and thereafter of approximately
    $300,000, $434,000, $317,000, $258,000 and $960,000, respectively.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

OVERVIEW

Our company was incorporated under the laws of the State of Delaware on May 7,
1998, under the name Collectibles Entertainment Inc. ("Collectibles") for the
purpose of operating an online sports card and other tradeable memorabilia
distribution business. We entered into the Web hosting business through the
acquisition of NetNation Communications Inc. ("the Canadian Subsidiary"). The
Canadian Subsidiary was a private company incorporated under the laws of the
Province of British Columbia, Canada on February 19, 1997. The Canadian
Subsidiary became a wholly owned subsidiary on April 7, 1999 pursuant to an
agreement between the shareholders of the Canadian Subsidiary and Collectibles
(the "Share Purchase Agreement"). Pursuant to the Share Purchase Agreement,
Collectibles acquired 9,000,000 Class A common shares and 1,000,000 Class B
preferred shares of the Canadian Subsidiary, being all of the issued and
outstanding shares of the Canadian Subsidiary. The purchase price for the
shares of the Canadian Subsidiary was $1,000,000 in Canadian currency, which was
paid by the issuance of 10,000,000 common shares of Collectibles. On April 14,
1999, Collectibles changed its name to NetNation Communications, Inc.

We currently have four wholly-owned subsidiaries: NetNation Communications (USA)
Inc., the Canadian Subsidiary, NetNation Communications (UK) Inc., and
DomainPeople Inc.

We are an internet infrastructure solutions provider focused on meeting the
needs of small and medium-sized enterprises ("SMEs") and individuals who are
establishing a commercial or informational presence on the Internet. We compete
in the shared and dedicated web hosting, server co-location and domain name
registration markets. Our products and services are sold worldwide, directly to
customers and through VARs (Value Added Resellers).

In May 1999, we were selected as an official registrar of domain names by ICANN.
The accreditation allowed us to register top-level domain names ("TLD's") ending
in .com, .net and .org, which account for between 50% - 75% of the world's
Internet addresses. We became operational as a domain name registrar late in
December of 1999.

RESULTS OF OPERATIONS

Revenue

Historically, the majority of our revenues have been derived from the provision
of web hosting services. Our web hosting customers normally pay a set-up fee
plus regular charges, either monthly, quarterly or annually, thereafter. We
offer a variety of hosting packages in addition to a number of value-added
services and products. This enables customers to easily select and modify a
solution that precisely meets their individual requirements.

Our accreditation as an official registrar of domain names has enabled us to
register domain names without the involvement of an intermediary. As an
accredited registrar, we have assumed responsibility for ensuring that we supply
current information obtained from our customers to the central registry.
Amounts billed in advance of the provision of domain name registration services
are deferred and recorded as revenue on a straight-line basis over the term of
registration. The unrecognized portion of the fees have been recorded as
deferred revenue.

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Page 9

Domain name registration fees vary depending upon the term of the registration.
We have experienced an average initial term of domain name registration of
approximately 1.3 years.

The following table compares the composition of revenues for the six months
ended June 30, 2000 to the six months ended June 30, 1999 and the three months
ended June 30, 2000 to the three months ended June 30, 1999:

Revenues             Six months ended June 30,    Three months ended June 30,
              ------------------------------------------------------------------
                           2000           1999            2000           1999
              ------------------------------------------------------------------
  Shared hosting            61%            87%             54%            86%
              ------------------------------------------------------------------
  Domain name
   registration             26%            10%             28%            11%
  Dedicated hosting          6%            ---              8%            ---
  Server co-location         7%             3%             10%             3%
              ------------------------------------------------------------------
Total revenue              100%           100%            100%           100%
              ------------------------------------------------------------------

The majority of our revenues for the three months ended June 30, 2000 were
generated from the provision of shared web hosting and domain name registration
services to SMEs. Due to the method of revenue recognition for domain name
registration, only a portion of the amount charged was recognized as revenue in
the current quarter.  The current portion of deferred revenue on the balance
sheet as at June 30, 2000 includes $680,204 of domain name registration revenue.
The non current portion of deferred revenue on the balance sheet as at June 30,
2000 relates entirely to domain name registration revenue.

Revenues from dedicated and co-located hosting increased as a percentage of
revenue for the three months ended June 30, 2000. These services have
historically been relatively minor contributors. We have, however, experienced
stronger demand for them during 2000.

Total revenue increased 194% from $484,308 for the three months ended June 30,
1999 to $1,423,387 for the three months ended June 30, 2000 and total revenue
increased 212 % from $910,199 for the six months ended June 30, 1999 to
$2,838,119 for the six months ended June 30, 2000. The number of sites hosted
increased 117%, from approximately 6,000 as at June 30, 1999 to over 13,000 as
at June 30, 2000. Our partnership arrangements and reseller network, coupled
with a targeted sales and marketing effort will enhance our revenue growth in
the future. We also intend to grow our revenues through the acquisition of
high-quality, strategically important web hosting providers and domain name
registrars.

Cost of revenues

Cost of revenues includes the cost of bandwidth, domain name registration fees
paid to the central registry, salaries directly related to the provision of
hosting and domain name registration services, and other related costs. Domain
name registration fees paid to the central registry are recognized as an expense
over the term of registration.

Cost of revenues increased 239% from $147,420 for the three months ended June
30, 1999 to $499,114 for the three months ended June 30, 2000 and increased 235%
from $266,876 for the six months ended June 30, 1999 to $894,192 for the six
months ended June 30, 2000. This growth parallels the increase in revenues for
the three and six months ended June 30, 2000 compared to the three and six
months ended June 30, 1999. It also reflects the additional investment in
equipment and staff that we have made during recent quarters.

Sales and marketing expense

Sales and marketing expense consists mainly of salaries, bonuses, commissions
and advertising costs. Our advertising is focused in media types that we
believe best engage the attention of our target market, SMEs.

Sales and marketing expense increased 77% from $338,296 for the three months
ended June 30, 1999 to $597,269 for the three months ended June 30, 2000 and
140% from $532,735 for the six months ended June 30, 1999 to $1,280,229 for the

<PAGE>
Page 10

six months ended June 30, 2000. Advertising expenditures are a significant
driver of our web hosting and domain name registration businesses. The increase
in the level of expenditures in this area during the three and six months ended
June 30, 2000 compared to the three months ended June 30, 1999 is in line with
our plans to continue growing our customer base. With new product offerings
coming online in 2000, we are actively pursuing additional avenues to reach our
target market. This may include strategic acquisitions and partnerships.

Office and administrative expense

Office and administrative expense includes rent and general office costs as well
as the cost of professional advisors, media relations and investor relations.
Office and administrative expense increased 205% from $225,026 for the three
months ended June 30, 1999 to $686,683 for the three months ended June 30, 2000
and 235% from $332,100 for the six months ended June 30, 1999 to $1,113,608 for
the six months ended June 30, 2000. The increase was due mainly to the
additional costs of professional advisors, media relations and investor
relations that are normally associated with public companies. For the three and
six month periods ended June 30, 1999, comparable costs began in April 1999.

Expenditures on office and administrative items will continue to increase in
dollar amounts but are expected to decrease as a percentage of total revenue as
revenue growth outpaces the increase in administrative costs.

Depreciation and amortization

Depreciation and amortization increased 546% from $16,018 for the three months
ended June 30, 1999 to $103,407 for the three months ended June 30, 2000 and
720% from $19,373 for the six months ended June 30, 1999 to $158,867 for the six
months ended June 30, 2000. This increase is related to greater expenditures on
data center and computer equipment during the six months ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Our business strategy includes the raising of additional capital during 2000
which will be used to make strategic acquisitions, build or expand data centers,
fund marketing campaigns and provide working capital. Our financing strategy
calls for the minimization of debt financing in favor of equity financing
whenever feasible. We may use a combination of both private and public equity
investment in the future.

We were able to raise the capital required for the growth in revenues during
early 1999 through private investment. On April 12, 1999, after the acquisition
of the Canadian Subsidiary, we raised $1,100,000 through the sale of two Series
A Convertible Debentures and on February 18, 2000 the debentures were converted
into 550,000 shares of common stock at the direction of the debenture holders.
Also during 1999, we raised $900,000 through a private placement of 450,000
shares of common stock at $2.00 per share.

On March 3, 2000, we completed a private placement of 250,000 units at $10 per
share for gross proceeds of $2,500,000. Each unit included warrants entitling
the investors to purchase one additional share for every two shares they already
own. The warrants are exercisable during a two-year period at $12 per
additional share purchased. We may require the exercise of the warrants during
this time period if certain financial conditions are met, in which case we will
receive an additional $1,500,000 and will issue a further 125,000 shares of
common stock.

During the six months ended June 30, 2000, our operating activities provided net
cash of $405,346 compared to net cash provided by operating activities of
$172,710 for the six month period ended June 30, 1999. The main factors were
the increase in revenue related to domain name registration and web hosting
services and the increase in the level of trade accounts payable. These factors
were partially offset by the increase in domain name registration fees.

<PAGE>
Page 11

Significant fixed asset purchases during the six months ended June 30, 2000
increased the net cash used in investing activities to $1,101,392 compared to
$394,210 for the six months ended June 30, 1999. The higher level of
expenditures related mainly to the upgrading of our Vancouver network and data
center to enable it to scale to anticipated demand and to meet the requirements
of higher-revenue customers. Similar costs may be incurred in the future for
building or expanding the Company's infrastructure.

Net cash provided by financing activities was $2,348,419 for the six months
ended June 30, 2000 compared to $1,964,617 for the six months ended June 30,
1999. Both amounts reflect proceeds we raised through private placement.

As at June 30, 2000, we have cash and cash equivalents on hand of $2,640,450
compared to $1,766,216 as at June 30, 1999. The increase reflects the financing
activities undertaken and the positive cash flows from operations during the six
months ended June 30, 2000. The funds on hand as at June 30, 2000 will be used
to make strategic acquisitions, build or expand data centers, fund marketing
campaigns and provide working capital. We will continue to seek additional
equity financing when required provided that the equity market conditions are
acceptable.

FORWARD-LOOKING STATEMENTS

The statements included in the discussion and analysis above that are not
historical or factual are "forward-looking statements" (as such term is defined
in the Private Securities Litigation Reform Act of 1995). The safe harbor
provisions provided in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, apply to
forward-looking statements made by the Company. These statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "intends, " "will," "should," or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties. Management cautions the
reader that these forward-looking statements addressing the timing, costs and
scope of expansion of operations or investments and other matters contained
herein or therein from time to time regarding matters that are not historical
facts, are only predictions. No assurance can be given that future results
indicated, whether expressed or implied, will be achieved. These
forward-looking statements are based upon a variety of assumptions relating to
the business of the Company, which may or may not be realized. Because of the
number and range of the assumptions underlying Company's forward-looking
statements, many of which are subject to significant uncertainties and
contingencies that are beyond the reasonable control of the Company, some of the
assumptions will not materialize and unanticipated events and circumstances may
occur subsequent to the date of this report. These forward-looking statements
are based on current expectations, and the Company assumes no obligation to
update this information. Therefore, the actual experience of the Company and
results achieved during the period covered by any particular forward-looking
statements may differ substantially from those projected. Consequently, the
inclusion of forward-looking statements are not and should not be regarded as a
representation by the Company, or any other person, that these statements will
be realized. The actual results may vary materially. There can be no assurance
that any of these expectations will be realized or that any of the
forward-looking statements contained in this report will prove to be accurate.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No significant changes in the quantitative and qualitative disclosures about
market risk have occurred from the discussion contained in our report on Form
10-K/A for the year ended December 31, 1999, which was filed with the Commission
on April 26, 2000.


                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Not applicable.

<PAGE>
Page 12

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 3, 2000, the Company finalized an agreement to issue 250,000 units at
$10 per unit to a group of investors including a leading Swiss investment bank.
Each unit consisted of one common share and one-half of a share purchase
warrant. Each whole warrant entitles the holder to purchase one additional
common share at a price of $12 for a period of two years. Transaction fees and
expenses related to the sale were $151,831. The Company may require the exercise
of the warrants during this time period if certain financial conditions are met,
in which case the Company will receive an additional $1,500,000 and will issue a
further 125,000 shares of common stock. The certificates representing the
common shares forming part of the units and the common shares issued upon
exercise of the warrants will bear a legend in accordance with Rule 144
promulgated under the Securities Act of 1933 and may not be transferred or
resold except in accordance with Rule 144.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5.   OTHER INFORMATION

Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   See attached exhibit 27

(b)   Reports on Form 8-K

None.


                                     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.

                                           NETNATION COMMUNICATIONS, INC.

Date: August 14, 2000                      /s/ Ashley James Sinclair
                                           -------------------------------------
                                           Ashley James Sinclair
                                           Chief Executive Officer

Date: August 14, 2000                      /s/ Glen Ibbott
                                           -------------------------------------
                                           Glen Ibbott
                                           Chief Financial Officer



                                   INDEX TO EXHIBIT


EXHIBIT
NUMBER          DESCRIPTION
-------------   -------------------

27              Financial Data Schedule





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