SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number: 0-27645
PLANET411.COM INC.
(Exact name of registrant as specified in its charter)
DELAWARE 88-0258277
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
440 Rene Levesque West, Suite 401, Montreal, Quebec Canada H2Z 1V7
(514) 866-4638
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No {X} (became subject to filing requirements February 25, 2000)
At May 12, 2000, there were 24,950,841 shares of the registrant's common stock
outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Financial Statements
Financial Statements
Consolidated Operations 2
Consolidated Deficit 2
Consolidated Cash Flows 3
Consolidated Balance Sheets 4
Notes to Consolidated Financial Statements 5 and 6
12-05-2000
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Operations
Consolidated Deficit
(In U.S. dollars)
================================================================================
<TABLE>
<CAPTION>
Unaudited
---------------------------------------------------------------------------
For the period For the period
1998-07-31 1998-07-31
Three months Three months (inception) Nine months (inception)
ended ended through ended through
1999-03-31 2000-03-31 1999-03-31 2000-03-31 2000-03-31
----------- ----------- ----------- ----------- -----------
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
CONSOLIDATED OPERATIONS
Revenue -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Operating and administrative expenses
Salaries 49,136 340,874 83,004 717,048 963,781
Fringe benefits 5,773 32,716 10,654 69,915 99,045
Subcontracts 1,326 413,204 6,739 428,797 439,602
Training 1,160 2,468 1,874 26,266
Advertising and marketing research 873 112,447 38,569 366,375 414,325
Transportation 457 720 823 1,801 3,455
Promotion 5,532 4,460 9,327 35,730 62,432
Rent 13,489 46,301 35,198 81,462 133,934
Web hosting and maintenance of
licenses 3,491 167,063 11,721 465,468 524,324
Equipment rental 2,601 1,949 2,601 5,578
Maintenance and repairs 1,062 173 3,045 918 5,606
Taxes and permits 78 8,496 5,040 15,728 27,028
Insurance 386 3,274 1,350 10,856 13,325
Office supplies and courier 10,365 25,103 17,690 48,570 100,923
Communications 4,363 13,806 10,307 25,912 41,465
Professional fees 59,256 225,941 91,002 302,144 515,506
Bank charges 410 4,827 651 9,475 11,081
Interest on long-term debt 440 311 2,116 1,153 4,204
Service contracts 50 26,130 91,809
Travel 17,596 1,361 17,596 17,209 47,202
Foreign exchange (1,572) (14,062) (44,166)
Amortization of capital assets 9,200 103,176 26,568 213,460 326,385
----------- ----------- ----------- ----------- -----------
184,393 1,505,332 375,817 2,828,564 3,813,110
----------- ----------- ----------- ----------- -----------
Net loss 184,393 1,505,332 375,817 2,828,564 3,813,110
=========== =========== =========== =========== ===========
Basic loss per share
Weighted average number of 0.01 0.03 0.01 0.06 0.10
outstanding shares of common stock =========== =========== =========== =========== ===========
(the special voting stock considered
as 25,094,996 shares of common
stock) 25,094,996 49,447,942 25,094,996 49,146,471 37,501,922
=========== =========== =========== =========== ===========
CONSOLIDATED DEFICIT
Deficit, beginning of period (Note 1) 191,424 2,307,778 984,546
Net loss 184,393 1,505,332 375,817 2,828,564 3,813,110
----------- ----------- ----------- ----------- -----------
Deficit accumulated during the
development stage, end of period 375,817 3,813,110 375,817 3,813,110 3,813,110
=========== =========== =========== =========== ===========
================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Cash Flows
(In U.S. dollars)
================================================================================
<TABLE>
<CAPTION>
Unaudited
--------------------------------------------------------
For the period For the period
1998-07-31 1998-07-31
(inception) Nine months (inception)
through ended through
1999-03-31 2000-03-31 2000-03-31
----------- ----------- -----------
<S> <C> <C> <C>
$ $ $
OPERATING ACTIVITIES
Net loss (375,817) (2,828,564) (3,813,110)
Non-cash item
Amortization of capital assets 26,568 213,460 326,385
Changes in non-cash working capital items
Sales taxes receivable (23,725) (94,332) (132,114)
Other receivables (529) (40,852) (40,852)
Prepaid expenses (311,437) (18,588) (49,800)
Accounts payable 648,424 618,653 639,308
Accrued liabilities 10,012 493,221 597,011
----------- ----------- -----------
Cash flows from operating activities (26,504) (1,657,002) (2,473,172)
----------- ----------- -----------
INVESTING ACTIVITIES
Cash position of acquired company 263
Term deposit (10,228) (20,424)
Advances to directors and shareholders (16,581) (3,736) (6,863)
Advances to related companies (10,319) (44,242)
Other advances 10,766 (2,929)
Capital assets (692,239) (305,219) (1,164,310)
Effect of exchange rate changes 750 1,296 4,375
----------- ----------- -----------
Cash flows from investing activities (718,389) (307,121) (1,234,130)
----------- ----------- -----------
FINANCING ACTIVITIES
Loan 127,157 127,157
Advances from directors 33,751 34,407
Repayment of long-term debt (6,734) (4,635) (11,588)
Issuance of preferred shares of a subsidiary company -
non-controlling interest 285,474
Issuance of capital stock 928,918 1,135,778 2,150,222
Cancellation of capital stock (35,000) (35,000)
Advance payment on capital stock units 1,000,020 1,539,020
Effect of exchange rate changes (35,372) (26,088) (52,560)
----------- ----------- -----------
Cash flows from financing activities 886,812 2,230,983 4,037,132
----------- ----------- -----------
Net increase in cash 141,919 266,860 329,830
Cash, beginning of period 62,970
----------- ----------- -----------
Cash, end of period 141,919 329,830 329,830
=========== =========== ===========
SUPPLEMENTAL DATA
Cash paid during the period for interest 2,116 1,153 4,204
=========== =========== ===========
================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)
================================================================================
<TABLE>
<CAPTION>
Unaudited
---------------------------
2000-03-31 1999-06-30
---------- ----------
<S> <C> <C>
$ $
ASSETS
Current assets
Cash 329,830 62,970
Term deposit, 3.75%, maturing on April 19, 2000 20,620 10,196
Sales taxes receivable 132,114 37,782
Other receivables 40,852
Advances to directors and shareholders, without interest 6,688 2,673
Prepaid expenses 49,800 31,212
---------- ----------
579,904 144,833
Other advances, without interest or repayment terms 2,929 13,695
Capital assets 1,058,579 968,591
---------- ----------
1,641,412 1,127,119
========== ==========
LIABILITIES
Current liabilities
Accounts payable 854,400 235,747
Accrued liabilities 597,011 103,790
Loan, 10%, repayable on demand 127,157
Instalments on long-term debt 9,035 8,834
---------- ----------
1,587,603 348,371
Advances from directors, without interest or repayment terms 34,407 656
Long-term debt 1,279 6,115
Non-controlling interest 285,474 285,474
---------- ----------
1,908,763 640,616
---------- ----------
SHAREHOLDERS' EQUITY (DEFICIENCY)
Capital stock (Note 4)
Special voting stock, having a par value of $0.001, holding a number of votes equal to
the number of exchangeable shares of 3560309 Canada Inc. outstanding other than those
held directly or indirectly by the Company, 1 share authorized; 1 share June 30, 1999 and
March 31, 2000 issued and outstanding -- --
Preferred stock, having a par value of $0.001, 10,000,000 shares authorized; none issued -- --
Common stock, having a par value of $0.001, 69,999,999 shares authorized; 24,084,315
(June 30,1999) and 24,950,841 (March 31, 2000) issued and outstanding 24,951 24,084
Contributed surplus (Note 4) 3,573,368 934,437
Advance payment on capital stock units 539,000
Cumulative translation adjustments (52,560) (26,472)
Deficit accumulated during the development stage (3,813,110) (984,546)
---------- ----------
(267,351) 486,503
---------- ----------
1,641,412 1,127,119
========== ==========
================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(Unaudited)
================================================================================
1 - RESTATEMENT OF PRIOR PERIOD UNAUDITED FINANCIAL STATEMENTS
During the three-month period ended March 31, 2000, the Company discovered
previously incurred but unrecorded advertising and marketing research expenses
of $127,840 and web hosting and maintenance of licenses (previously Internet
connection) expenses of $217,860. The expenses were incurred in the three-month
period ended December 31, 1999. As a result, the Company has restated the
accompanying unaudited consolidated financial statements for the three months
and the six months ended December 31, 1999 and for the period July 31, 1998
(inception) through December 31, 1999 to record an increase in advertising and
marketing research expenses of $127,840 and web hosting and maintenance of
licenses expenses of $217,860. The restatement adjustments result in an increase
in the deficit, beginning of period for the three months ended March 31, 2000 of
$345,700.
================================================================================
2 - NATURE OF OPERATIONS
The Company, in its development stage, is involved in the e-business industry.
It provides end-to-end quality e-business solutions to businesses interested in
doing e-tailing (selling of retail goods on the Internet).
================================================================================
3 - BASIS OF PRESENTATION
The financial statements reflect all adjustments which are, in the opinion of
management, necessary to present fairly the Company's financial position as at
March 31, 2000, results of operations for the nine and three-month periods ended
March 31, 2000 and 1999 and cash flows for the nine-month period ended March 31,
2000 and 1999. The financial statements should be read in conjunction with the
summary of significant accounting policies and notes to financial statements
included in the Company's Form 10/A. The results of operations for the nine and
three-month periods ended March 31, 2000 are not necessarily indicative of the
results to be expected for the full year.
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(Unaudited)
================================================================================
4 - CAPITAL STOCK AND CONTRIBUTED SURPLUS
<TABLE>
<CAPTION>
Contributed
Special voting stock Common stock surplus
----------------------------- ------------------------------ ------------
Number of Number of
shares Amount shares Amount Amount
----------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
$ $ $
Special voting stock
(25,094,996 votes) 1 104,444
Balance outstanding on
April 20, 1999, date of
reverse takeover 8,484,315 8,484 (64,407)
June 1999 - exercise of
warrants 15,600,000 15,600 894,400
----------- ---------- ----------- ---------- ------------
Balance June 30, 1999 1 -- 24,084,315 24,084 934,437
August 1999 -
cancellation of common
stock (600,000) (600) (34,400)
September 1999 - capital
stock units issued 107,800 108 538,892
October 1999 - capital
stock units issued 233,340 233 349,777
November 1999 - capital
stock units issued 333,340 334 499,676
----------- ---------- ----------- ---------- -----------
Balance December 31,
1999 1 -- 24,158,795 24,159 2,288,382
January 2000 - capital
stock units issued 111,940 112 149,888
March 2000 - capital
stock units issued 680,106 680 1,135,098
----------- ---------- ----------- ---------- ------------
Balance March 31, 2000 1 -- 24,950,841 24,951 3,573,368
=========== ========== ========== ========== ============
</TABLE>
At March 31, 2000, warrants to purchase 107,800 shares of common stock for
$5.00, 233,340 and 333,340 shares of common stock for $1.50, 111,940 shares of
common stock for $1.34 and 680,106 shares of common stock for $1.67 are
outstanding. The warrants expire August 30, October 15, November 30 and December
30, 2000 and March 29, 2001 respectively.
Stock options
Effective March 2, 2000, the Company adopted the 2000 Stock Option Plan (the
"2000 Plan"). The 2000 Plan is administered by the Board of Directors who have
sole discretion and authority to determine individuals eligible for awards under
the 2000 Plan. The 2000 Plan provides for issuance of a total of 10,000,000
options, within a period of 10 years from the effective date. The conditions of
exercise of each grant are determined individually by the Board at the time of
the grant. During the quarter ended March 31, 2000, 7,507,000 options at an
exercise price of $2.00 have been granted under this plan. No compensation
expense is required since the Company follows APB 25 in accounting for these
options.
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Financial Statements
Financial Statements
Consolidated Operations 2
Consolidated Deficit 2
Consolidated Cash Flows 3
Consolidated Balance Sheets 4
Notes to Consolidated Financial Statements 5 to 7
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Operations
Consolidated Deficit
(In U.S. dollars)
================================================================================
<TABLE>
<CAPTION>
Unaudited
-------------------------------------------------------------------------
For the period
1998-07-31
Three months For the period Six months (inception)
ended 1998-07-31 ended through
Three months 1999-12-31 (inception) 1999-12-31 1999-12-31
ended (Restated - through (Restated - (Restated -
1998-12-31 Note 1) 1998-12-31 Note 1) Note 1)
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
$ $ $ $ $
CONSOLIDATED OPERATIONS
Revenue -- -- -- -- --
----------- ----------- ----------- ----------- ----------
Operating and administrative expenses
Salaries 27,117 195,800 33,868 376,174 622,907
Fringe benefits 2,919 18,902 4,881 37,199 66,329
Subcontracts 5,198 10,024 5,413 15,593 26,398
Training 1,308 442 1,308 1,874 26,266
Advertising 37,696 234,994 37,696 253,928 301,878
Transportation 336 185 366 1,081 2,735
Promotion 3,167 26,678 3,795 31,270 57,972
Rent 14,544 11,806 21,709 35,161 87,633
Web hosting and maintenance of licenses 3,584 292,009 8,230 298,405 357,261
Equipment rental 1,414 1,949 2,977
Maintenance and repairs 1,885 412 1,983 745 5,433
Taxes and permits 4,962 2,740 4,962 7,232 18,532
Insurance 964 5,440 964 7,582 10,051
Office supplies and courier 4,885 11,661 7,325 23,467 75,820
Communications 4,872 3,837 5,944 12,106 27,659
Professional fees 25,150 6,230 31,746 76,203 289,565
Bank charges 132 1,003 241 4,648 6,254
Interest on long-term debt 1,128 277 1,676 842 3,893
Service contracts 26,080 26,080 91,759
Travel 8,461 15,848 45,841
Foreign exchange (17,422) (12,490) (42,594)
Amortization of capital assets 15,242 56,959 17,368 110,284 223,209
----------- ----------- ----------- ----------- ----------
156,503 896,518 191,424 1,323,232 2,307,778
----------- ----------- ----------- ----------- ----------
Net loss 156,503 896,518 191,424 1,323,232 2,307,778
Basic loss per share 0.01 0.02 0.01 0.03 0.07
=========== =========== =========== =========== ==========
Weighted average number of outstanding
shares of common stock (the special voting
stock considered as 25,094,996 shares of
common stock) 25,094,996 48,994,707 25,094,996 48,997,374 35,407,340
=========== =========== =========== =========== ==========
CONSOLIDATED DEFICIT
Deficit, beginning of period 34,921 1,411,260 984,546 0
Net loss 156,503 896,518 191,424 1,323,232 2,307,778
----------- ----------- ----------- ----------- ----------
Deficit accumulated during the development
stage, end of period 191,424 2,307,778 191,424 2,307,778 2,307,778
=========== =========== =========== =========== ==========
================================================================================
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
Planet 411.com Corporation
(A Development Stage Company)
Consolidated Cash Flows
(In U.S. dollars)
<TABLE>
<CAPTION>
Unaudited
-----------------------------------------------------------
For the period
1998-07-31
For the period Six months (inception)
1998-07-31 ended through
(inception) 1999-12-31 1999-12-31
through (Restated - (Restated -
1998-12-31 Note 1) Note 1)
---------- ---------- ----------
$ $ $
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss (191,424) (1,323,232) (2,307,778)
Non-cash item
Amortization of capital assets 17,368 110,284 223,209
Changes in non-cash working capital items
Sales taxes receivable (34,963) (10,403) (48,185)
Prepaid expenses (2,649) (61,601) (92,813)
Accounts payable 26,509 347,974 368,629
Accrued liabilities 13,432 29,281 133,071
---------- ---------- ----------
Cash flows from operating activities (171,727) (907,697) (1,723,867)
---------- ---------- ----------
INVESTING ACTIVITIES
Cash position of acquired company 263
Term deposit (10,196)
Advances to directors and shareholders (28,098) (3,127)
Other advances 13,695
Capital assets 2F(Note 4) (89,748) (120,497) (979,588)
Effect of exchange rate changes 96 3,042 6,121
---------- ---------- ----------
Cash flows from investing activities (117,750) (103,760) (986,527)
---------- ---------- ----------
FINANCING ACTIVITIES
Advances from (to) related companies 37,147 (44,242)
Advances from directors 5,519 6,175
Repayment of long-term debt (2,901) (3,019) (9,972)
Issuance of preferred shares of a subsidiary
company - non-controlling interest 285,474
Issuance of capital stock 344,528 1,014,444
Cancellation of capital stock (35,000) (35,000)
Advance payment on capital stock units 1,000,020 1,539,020
Effect of exchange rate changes (16,161) 658 (25,814)
---------- ---------- ----------
Cash flows from financing activities 362,613 968,178 2,730,085
---------- ---------- ----------
Net increase (decrease) in cash and
cash equivalents 73,136 (43,279) 19,691
Cash and cash equivalents, beginning of
period 62,970
---------- ---------- ----------
Cash and cash equivalents, end of period 73,136 19,691 19,691
---------- ---------- ----------
SUPPLEMENTAL DATA
Cash paid during the period for interest 1,676 842 3,893
========== ========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
================================================================================
<PAGE>
Planet 411.com Corporation 4
(A Development Stage Company)
Consolidated Balance Sheets
(In U.S. dollars)
================================================================================
Unaudited
--------------------------
1999-12-31
(Restated
Note 1) 1999-06-30
---------- ----------
$ $
<S> <C> <C>
ASSETS
Current assets
Cash 19,691 62,970
Term deposit, 3.75%, maturing on April 19, 2000 10,392 10,196
Sales taxes receivable 48,185 37,782
Advances to directors and shareholders, without interest 2,952 2,673
Prepaid expenses 92,813 31,212
---------- ----------
174,033 144,833
Other advances, without interest or repayment terms 13,695
Capital assets 975,287 968,591
---------- ----------
1,149,320 1,127,119
LIABILITIES
Current liabilities
Accounts payable 583,721 235,747
Accrued liabilities 133,071 103,790
Instalments on long-term debt 9,572 8,834
---------- ----------
726,364 348,371
Advances from directors, without interest or repayment terms 6,175 656
Long-term debt 2,358 6,115
Non-controlling interest 285,474 285,474
---------- ----------
1,020,371 640,616
---------- ----------
SHAREHOLDERS' EQUITY
Capital stock 2F(Note 4)
Special voting stock, having a par value of $0.001, holding a number of
votes equal to the number of exchangeable shares of 3560309 Canada Inc.
outstanding other than those held directly or indirectly by the Company, 1
share authorized; 1 share June 30, 1999 and
December 31, 1999 issued and outstanding -- --
Preferred stock, having a par value of $0.001, 10,000,000 shares authorized; none issued -- --
Common stock, having a par value of $0.001, 69,999,999 shares authorized; 24,084,315
(June 30,1999) and 24,158,795 (December 31, 1999) issued and outstanding 24,159 24,084
Contributed surplus 2F(Note 4) 2,288,382 934,437
Advance payment on capital stock units 2F(Note 5) 150,000 539,000
Cumulative translation adjustments (25,814) (26,472)
Deficit accumulated during the development stage (2,307,778) (984,546)
---------- ----------
128,949 486,503
---------- ----------
1,149,320 1,127,119
========== ==========
</TABLE>
================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Planet 411.com Corporation 5
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(unaudited)
================================================================================
1 - RESTATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
During the three-month period ended March 31, 2000, the Company discovered
previously incurred but unrecorded advertising and marketing research expenses
of $127,840 and web hosting and maintenance of licences (previously internet
connection) expenses of $217,860. The expenses were incurred in the three-month
period ended December 31, 1999. As a result, the company has restated the
unaudited consolidated financial statements for the three months and the six
months ended December 31, 1999 and for the period July 31, 1998 (inception)
through December 31, 1999 to record an increase in marketing research expenses
of $127,840 and web hosting and maintenance of licenses expenses of $217,860.
The following table summarizes the restatement adjustments which increase the
following balances recorded by the Company.
<TABLE>
<CAPTION>
(Unaudited)
----------------------------------------------------
For the period
1998-07-31
Three months Six months (inception)
ended ended through
1999-12-31 1999-12-31 1999-12-31
------------ ---------- --------------
$ $ $
<S> <C> <C> <C>
Consolidated Balance sheets
Current liabilities 345,700 345,700 345,700
Deficit accumulated during the development stage 345,700 345,700 345,700
Consolidated Operations
Operating and administrative expenses 345,700 345,700 345,700
Net loss 345,700 345,700 345,700
Effect on basic loss per share 0.01 0.01 0.01
</TABLE>
================================================================================
2 - NATURE OF OPERATIONS
The Company, in its development stage, is involved in the e-business industry.
It provides end-to-end quality e-business solutions to businesses interested in
doing e-tailing (selling of retail goods on the Internet).
<PAGE>
Planet 411.com Corporation 6
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(unaudited)
================================================================================
3 - BASIS OF PRESENTATION
The financial statements reflect all adjustments which are, in the opinion of
management, necessary to present fairly the Company's financial position as at
December 31, 1999, results of operations for the six and three-month periods
ended December 31, 1999 and 1998 and cash flows for the six-month periods ended
December 31, 1999 and 1998. The financial statements should be read in
conjunction with the summary of significant accounting policies and notes to
financial statements included in the Company's Form 10/A. The results of
operations for the six and three-month periods ended December 31, 1999 are not
necessarily indicative of the results to be expected for the full year.
================================================================================
4 - CAPITAL STOCK AND CONTRIBUTED SURPLUS
<TABLE>
<CAPTION>
Special Common Contributed
voting stock stock surplus
--------------------------- ------------------------------ -------------
Number of Number of
shares Amount shares Amount
--------- ------- ---------- -------- -------------
$ $ $
<S> <C> <C> <C> <C> <C>
Special voting stock
(25,094,996 votes) 1 104,444
Balance outstanding on
April 20, 1999, date of
reverse takeover 8,484,315 8,484 (64,407)
June 1999 - exercise of
warrants 15,600,000 15,600 894,400
--------- --------- ---------- -------- ---------
Balance June 30, 1999 1 -- 24,084,315 24,084 934,437
August 1999, cancellation of
common stock (600,000) (600) (34,400)
September 1999, capital
stock units issued 107,800 108 538,892
October 1999, capital stock
units issued 233,340 233 349,777
November 1999, capital stock
units issued 333,340 334 499,676
--------- --------- ---------- -------- ---------
Balance December 31, 1999 1 -- 24,158,795 24,159 2,288,382
========= ========= ========== ======== =========
</TABLE>
At December 31, 1999, warrants to purchase 107,800 shares of common stock for
$5.00, 233,340 and 333,340 shares of common stock for $1.50 and 111,940 shares
of common stock for $1.34 are outstanding. The warrants expire August 30,
October 15, November 30 and December 30, 2000 respectively.
<PAGE>
Planet 411.com Corporation 7
(A Development Stage Company)
Notes to Consolidated Financial Statements
(In U.S. dollars)
(unaudited)
================================================================================
5 - ADVANCE PAYMENT ON CAPITAL STOCK UNITS
The Company received $150,000 with respect to a private placement for 111,940
units at $1.34 per unit. Each unit consists of one share of common stock and one
share purchase warrant. Each warrant will entitle the holder to purchase one
additional share of common stock of the Company for $1.34 within one year from
the date of closing of the offer, December 30, 1999. As of December 31, 1999, no
shares of common stock have been issued with respect to this private placement.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Position and Results
of Operations
Forward Looking Statements
The following presentation contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are
based on our current expectations and relate to anticipated future events that
are not historical facts, such as our business strategies and their intended
results. Our actual results could differ materially from those set forth in the
forward-looking statements as a result of (i) changes in general economic
conditions, (ii) changes in the assumptions used in making these statements,
(iii) our lack of a long-term operating history, (iv) competition generally, and
in the technology sector in particular, (v) our ability to attract, hire, train
and retain competent personnel in a variety of functions, (vi) our ability to
raise sufficient capital to fund our expansion, and (vii) our continued ability
to generate virtual stores that attract visitors to our e-merchants' websites.
Results of Operations
Periods ended March 31, 2000 versus Periods ended March 31, 1999
Operating and administrative expenses incurred for the nine months ended
March 31, 2000 were $2,828,564, an increase of $2,452,747 from the same expenses
incurred during the eight-month period from the Company's inception through
March 31, 1999. Operating and administrative expenses for the three months
ending March 31, 2000, were $1,505,332, an increase of $1,320,939 from the same
expenses incurred during the three months ended March 31, 1999. In each case,
these increases represent the cost of growing the Company, building its
infrastructure and product, hiring and paying employees, market research and
marketing and expenses connected with arranging financing. In particular, the
increases in the March 2000 expenses over the March 1999 figures reflect the
following:
o the Company had more employees, and those employees were earning
higher salaries (increase over three- and nine-month periods from
prior year: $291,738; $634,044), and the Company also incurred more
consultants' fees during the period;
o the Company incurred increased professional fees, primarily in
connection with the preparation of the Company's interim financial
statements and securities
14
<PAGE>
filings, as the Company's common stock once again became eligible for
quotation on the Over-the-Counter Bulletin Board (increases:
$166,685; $211,142);
o the Company incurred increased market research costs, as the Company
defined its positioning and documented the market information needed
to define the industry e-strategy and e-marketing (increases:
$111,574; $327,806);
o the Company incurred increased subcontract fees as it required ad hoc
resources to complete the product development from both a management
and a technical point of view (increases: $411,878; $422,058);
o the Company's web hosting fees increased significantly as the Company
finalized its product testing (increases: $163,572; $453,747); and
o the Company increased miscellaneous other costs, commensurate with
its increased planning, research and development, marketing and other
activities.
As of March 31, 2000, the Company had an accumulated deficit of $3,813,110,
versus a $375,817 deficit as of March 31, 1999.
Restatement of Results of Operations for the Periods Ended December 31, 1999
The Company's new management has implemented an accounting system and has
improved its internal accounting controls, including for (among others)
procurements, purchases and disbursements. When preparing the Company's
quarterly report for the third fiscal quarter, the Company determined that it
had not recorded as payable during the second fiscal quarter certain expenses
that it incurred during that quarter. The Company inadvertently recorded these
expenses in the wrong quarter; i.e., the third quarter instead of the second
quarter. Consequently, expenses for the second quarter were understated by
$345,700. The following discussion and analysis of the second fiscal quarter
reflects the Company's corrected accounting for these expenses. Management
believes that its enhanced systems and internal controls, including the use of
monthly financial statements, will enable the Company to prevent these errors
from occurring in the future.
Operating and administrative expenses incurred through for the three-month
period ended December 31, 1999 were $896,518 compared to $156,503 for the same
period in 1998. The Company's expenses for the six-month period ended December
31, 1999 were $1,323,232 compared to $191,424 for the five-month (from
inception) period ended December 31, 1998. The increases in the December 31,
1999 figures over the December 31, 1998 figures reflect the following:
15
<PAGE>
o the Company had more employees, and those employees were earning
higher salaries;
o increased professional fees were incurred, primarily in connection
with the Company's preparation of interim financial statements, the
ongoing development of the Company's business plan and the preparation
of securities documents and the Company's efforts to obtain bank
financing and financing from other sources;
o increased advertising and promotion costs were incurred, as the
Company used a significant portion of its resources to revise its
business plan and market its intended services, neither of which had
been fully developed in 1998; and
o increased miscellaneous other costs, commensurate with the Company's
increased planning, research and development, marketing and other
activities.
As of December 31, 1999, the Company had an accumulated deficit of $2,307,778,
compared with $191,424 as of December 31, 1998.
Liquidity and Capital Resources
During the third fiscal quarter, the Company issued 680,106 Units in
consideration of an aggregate cash amount of $1,135,778. Each of such Units
consisted of (a) one share of common stock, par value $0.001 ("Common Stock"),
and (b) one warrant to purchase another share of common stock at a strike price
of $1.67. The amount had been previously advanced to the Company and was
converted into equity on March 29, 2000.
The Company has had no other financing. These Units represent the sole
source of the Company's working capital received during the third fiscal
quarter. At the end of the third fiscal quarter, the Company had $329,830 in
cash available to fund operations. The Company anticipates that it will begin to
earn revenues from its customers commencing with the fourth fiscal quarter of
this year, as we will begin to place virtual stores online during that quarter.
The Company is seeking a new credit facility and is also attempting to
raise approximately $20 million through private transactions involving debt
and/or equity. The Company believes this amount will be sufficient to fund its
operations through the next 24 months, including the promotion of the Company's
products and services and the completion of the Company's required
infrastructure in terms of additional equipment and personnel. The failure to
obtain additional financing within the next four months would have a material
adverse effect on the financial position and results of operation of the
Company. There is no assurance that the Company will be able to raise any more
working capital through equity financing or that such credit line is available
to the Company at commercially reasonable rates. Any such financing may be at
terms that will dilute the Company's existing shareholders.
16
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Item 3. There have been no material changes from the information provided with
respect to market risk in the registrant's Form 10, filed February 22, 2000.
[The remainder of this page intentionally left blank]
17
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds. During the third fiscal
quarter, the Company issued 680,106 Units in consideration of an aggregate cash
amount of $1,135,778. Each of such Units consisted of (a) one share of Common
Stock, and (b) one warrant to purchase another share of common stock at a strike
price of $1.67 on or before March 29, 2001. The amount had been previously
advanced to the Company and was converted into equity on March 29, 2000.
The sale of the Units was exempt from registration under Regulation S. The
purchaser is not a U.S. person. The purchaser was at no time relevant to the
Unit purchase within the United States, and the transaction is an offshore
transaction. No directed selling efforts were used in the United States. The
purchaser still holds the Units.
Effective March 2, 2000, the Company adopted the 2000 Stock Option Plan (the
"2000 Plan"). The 2000 Plan is administered by the Board of Directors who have
sole discretion and authority to determine individuals eligible for awards under
the 2000 Plan. The 2000 Plan provides for issuance of a total of 10,000,000
options, within a period of 10 years from the effective date. The conditions of
exercise of each grant are determined individually by the Board at the time of
the grant. During the quarter ended March 31, 2000, 7,507,000 options at an
exercise price of $2.00 have been granted under this plan.
Items 3. through 5. The registrant has nothing to report under these items.
Item 6. Exhibits and Reports on From 8-K.
(a) Exhibits -
10 Master Merchant Agreement dated April 6, 2000 between 9066-
4871 Quebec Inc.
and The Toronto-Dominion Bank
27 Financial Data Schedule
(b) Reports on Form 8K - None were filed in the quarter ended March 31, 2000.
18
<PAGE>
Signature
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.
PLANET411.COM INC.
Dated: May 12, 2000 By: /s/ Laval Bolduc
------------------------------------------
Laval Bolduc
Chief Financial Officer
(Authorized Signatory) and Treasurer
(Principal Accounting Officer)
19
EXHIBIT 10
Memorandum of Agreement entered into at Montreal, Quebec as of this 6th day of
April, 2000
BETWEEN:
THE TORONTO-DOMINION BANK
("the Bank")
AND: 9066-4871 QUEBEC INC.
c.o.b. Planet 411.com
(the "Master Merchant")
Definitions - All capitalized terms used in this Master Merchant Agreement which
are not defined herein shall have the meaning ascribed thereto in the Agreement.
"Agreement" means the Toronto-Dominion Bank Electronic Commerce Merchant
Services Agreement in the form attached hereto as Schedule 1 or as amended in
accordance with the terms of the Agreement or by mutual agreement in writing.
"Application" means all information, documentation and properly completed forms
required by the Bank, in its sole discretion, from time to time, in order to
determine, in its discretion whether to provide Merchant Services to a Proposed
Merchant.
"Merchant Services" means the provision by the Bank of services enabling the
Merchants to accept Charge Cards and Other Cards to pay for merchandise and
services in accordance with the terms of the Agreement.
"Proposed Merchant" means a person who the Master Merchant proposes to, with the
Bank, enter into an Agreement for the provision of Merchant Services.
1. The Master Merchant and the Bank hereby agree to be bound by the terms
of the Agreement attached hereto as Schedule 1.
2. The Bank shall review Applications submitted by the Master Merchant and
Proposed Merchants and, in its sole discretion, decide the following:
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a) whether to offer or decline to offer Merchant Services to a Proposed
Merchant;
b) the terms on which it chooses from time to time to offer Merchant
Services to a Proposed Merchant including, without limitation, the
Discount Rate and Holdback Amount; and
c) whether to negotiate with, terminate negotiation with, deal on any
terms with to provide Merchant Services or to terminate the provision
of Merchant Services to any Proposed Merchant or Merchant.
3. The Master Merchant is not an agent of the Bank. The signing of an
Agreement by the Master Merchant and a Proposed Merchant shall not bind the
Bank until the Bank signs the Agreement.
4. The Parties hereto hereby acknowledge that they have required this
agreement and all related documents to be drawn up in the English language.
Les parties reconnaissent avoir demande que le present contrat ainsi que
les documents qui s'y rattachent soient rediges en langue anglaise.
IN WITNESS WHEREOF, the parties have signed this Agreement, as of the date above
written.
THE TORONTO-DOMINION BANK
per: /s/ Guy Beauregard
Name: Guy Beauregard
Title: Manager, Commercial Visa Services
I have the authority to bind the Bank.
9066-4871 QUEBEC INC.
c.o.b. Planet 411.com
per: /s/ Stephane Chouinard
Name: Stephane Chouinard
Title: Director
I have authority to bind the Corporation.
2
<PAGE>
1
Schedule 1
THE TORONTO-DOMINION BANK ELECTRONIC COMMERCE MERCHANT SERVICES AGREEMENT
entered into as of this day of , 2000
BETWEEN: 9066-4871 QUEBEC INC.,
c.o.b. Planet 411.com
(the "Master Merchant")
AND:
(the "Merchant")
AND: THE TORONTO-DOMINION BANK
(the "Bank")
1. DEFINITIONS
The following terms used in this Agreement shall have, except where inconsistent
with the context, the following meanings:
(a) "Business Day" means any day, other than a Saturday, Sunday or
statutory holiday observed in the Province in which this Agreement was
executed unless another Province is indicated herein;
(b) "Cardholder" means a person, other than the Master Merchant, the
Merchant or a person who is not at arm's length with the Master
Merchant or the Merchant, whose name is embossed on a Charge Card or
Other Card or a person whose signature appears in the signature panel
on the reverse of a Charge Card or Other Card;
(c) "Charge Card" means an unexpired VISA card bearing distinctive Blue,
White and Gold colour bands with which the Merchant hereby acknowledges
it is familiar;
(d) "Chargeback Account" means a Bank account held by the Master Merchant
referred to in Paragraph 19.4 of this Agreement wherein the amount of
Transactions charged back by the Bank to the Merchant shall be debited
in the discretion of the Bank.
(e) "Cut-over" means the time selected by the Master Merchant and agreed to
by the Bank to be the time from which transactions start to be
considered as having been made the next Business Day in Ontario for the
purpose of Section 3.1 hereto, which time may be changed at the
discretion of the Bank with Special Notice to the Master Merchant;
(f) "Discount Rate" means the merchant discount rate payable for each
Transaction to the Bank, expressed as a percentage, which is set by the
Bank and provided to the Master Merchant and the Merchant from time to
time;
(g) "Electronic Commerce Facilities" means the Master Merchant's computer
software and hardware and all other computer software and hardware that
enables the processing of Electronic Commerce Transactions over the
Internet;
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2
(h) "Electronic Commerce Transaction" means a Transaction between the
Merchant and a Cardholder over the Internet using Electronic Commerce
Facilities;
(i) "Holdback Account" means the Bank account with the Bank referred to in
Paragraph 19.3 held by the Master Merchant into which the Holdback
Amount and proceeds of Electronic Commerce Transactions of other
Merchants contracting with the Master Merchant and the Bank are
deposited and over which account funds the Bank holds security and
which shall at all times be separately accounted for;
(j) "Holdback Amount" means the amount of the Merchant's Electronic
Commerce Transaction proceeds to be maintained in the Holdback Account
as set out in Schedule "A" to this Agreement;
(k) "Master Merchant Account" means the Bank account held by the Master
Merchant referred to in Paragraph 19.1 of this Agreement and any other
Bank account(s) as designated by the Bank and the Master Merchant;
(l) "Master Merchant Agreement" means the Agreement between the Bank and
the Master Merchant dated April 6th, 2000;
(m) "Merchant Account" means the bank account held by the Merchant referred
to in Paragraph 19.2 of this Agreement;
(n) "Merchants' Agreement" means all agreement(s) governing the
relationship between the Master Merchant and the Merchant;
(o) "Other Card" means any credit card which is not a Charge Card, which
the Merchant is obliged by agreement with a Third Party or the Bank to
honour, and which such Third Party and the Bank agree may be processed
through the Electronic Commerce Facilities;
(p) "Sale" and "Sell" mean selling, renting or otherwise distributing
merchandise or services;
(q) "Special Notice" means notice in accordance with Paragraph 16.2 of this
Agreement;
(r) "Transaction" means the sale of merchandise or services by the Merchant
initiated by use of a Charge Card or Other Card;
(s) "Third Party" means a person with whom the Merchant has an agreement to
honour an Other Card.
2. ELECTRONIC COMMERCE PROCEDURES
2.1 The Merchant shall offer merchandise and/or services for sale to
Cardholders by means of the Merchant's website on the Internet.
Cardholders may pay for merchandise or services with a Charge Card or
Other Card by means of the Electronic Commerce Facilities.
2.2 The Master Merchant and the Merchant shall act on all instructions
communicated from time to time by the Bank to the Master Merchant and
the Merchant by means of the Electronic Commerce Facilities.
2.3 The Master Merchant and the Merchant shall not charge any sum to a
Cardholder and shall not submit or permit to be submitted to the Bank
an Electronic Commerce Transaction that has not first been authorized
by the Bank by means of the Electronic Commerce Facilities.
<PAGE>
3
2.4 The Electronic Commerce Facilities shall permit the Cardholder to
submit the following required information to the Bank with respect to a
proposed Electronic Commerce Transaction:
a) number of the Charge Card or Other Card
b) expiry date of the Charge Card or Other Card
c) name of Cardholder
d) amount to be charged by Cardholder
2.5 With respect to a proposed Electronic Commerce Transaction, the
Electronic Commerce Facilities shall provide the Bank with the name of
the Merchant and the Merchant's number assigned by the Bank.
2.6 The Master Merchant and the Merchant shall provide a Cardholder with an
electronic confirmation of the Transaction by way of the Electronic
Commerce Facilities if the Electronic Commerce Transaction has been
authorized by the Bank.
2.7 Following authorization of an Electronic Commerce Transaction by the
Bank, the Master Merchant and the Merchant shall provide the Bank with
confirmation by means of the Electronic Commerce Facilities when the
delivery of merchandise and/or services to the Cardholder has
commenced, whereupon the Bank shall process the Electronic Commerce
Transaction for settlement unless the authorization has expired. If an
authorization has expired, the Electronic Commerce Transaction shall be
re-submitted for authorization.
2.8 The Master Merchant and the Merchant shall use the Electronic Commerce
Facilities in order to process refunds to Cardholders with respect to
merchandise and/or services purchased by means of an Electronic
Commerce Transaction and rejected or otherwise returned by Cardholders.
3. SETTLEMENT
3.1 Settlement effected by the Bank for Electronic Commerce Transactions
processed prior to the Cut-over and prior to 11:30 p.m. in Toronto,
Ontario shall be credited on the same Business Day as the Master
Merchant and the Merchant confirm to the Bank by means of the
Electronic Commerce Facilities that delivery of merchandise and/or
services to the Cardholder has commenced. Settlement effected by the
Bank after 11:30 p.m. in Toronto, Ontario shall be credited on the next
Business Day in Ontario after the day on which the Master Merchant and
the Merchant confirm to the Bank by means of the Electronic Commerce
Facilities that delivery of merchandise and/or services to the
Cardholder has commenced.
3.2 Settlement for Electronic Commerce Transactions by the Bank shall be
initiated by the Bank as follows:
a) If there is less than the Holdback Amount in the Holdback
Account at the time of settlement, the Bank shall: (i) credit
to the Holdback Account 25% of the face amount of the
Merchant's gross Electronic Commerce Transactions; and (ii)
credit to the Master Merchant Account 75% of the face amount
(including sales taxes, if any) of all the Merchant's gross
Electronic Commerce Transactions less the face amount of all
refunds: Provided however, that the Bank, may first credit
100% of the gross Electronic Commerce Transactions either to
the Holdback Account or the Master Merchant Account and on the
<PAGE>
4
next Business Day in Ontario credit and debit the appropriate
25% or 75% of the Merchant's gross Electronic Commerce
Transactions to the appropriate account.
b) If there is the Holdback Amount in the Holdback Account at the
time of settlement, the Bank shall credit to the Master
Merchant Account 100% of the face amount (including sales
taxes, if any) of the Merchant's gross Electronic Commerce
Transactions less the face amount of all refunds.
3.3 The Bank may in its sole discretion and from time to time increase or
decrease the Holdback Amount upon providing two (2) Business Days
Special Notice to the Master Merchant and notice to the Merchant.
3.4 The Master Merchant and the Merchant hereby grant to the Bank a
continuing collateral security interest in all amounts contained in the
Holdback Account as security for its obligations both present and
future to the Bank hereunder and the Master Merchant and the Merchant
shall grant to the Bank a moveable hypothec thereon in accordance with
the laws of the Province of Quebec.
3.5 The Bank reserves the right, in its discretion, to deduct and retain
from the Master Merchant Account, the Holdback Account and the Merchant
Account the amount of any chargeback, fee or any other sum payable
according to the terms of this Agreement. Provided, however, that the
Bank shall not chargeback an Electronic Commerce Transaction after one
year from the date of the particular Electronic Commerce Transaction.
3.6 The Bank reserves the right to retain funds on deposit in the Holdback
Account, Master Merchant Account and Merchant Account for a period of
one (1) year after the termination of this Agreement, in respect of
chargeback liability incurred after the termination of this Agreement.
The Bank further reserves the right to freeze funds in the Holdback
Account, Master Merchant Account and Merchant Acccount due to
chargeback liability, fraud, alleged fraud, bankruptcy or insolvency of
the Master Merchant or Merchant during the term of this Agreement with
Special Notice to the Master Merchant. Funds remaining, if any, in any
of the above accounts and interest accrued thereon in accordance with
the Bank's account agreement shall be released by the Bank to the
Master Merchant Account within one (1) year after the termination of
this Agreement.
3.7 The Master Merchant shall settle Electronic Commerce Transactions with
the Merchant by transferring funds from the Master Merchant Account to
the Merchant Account in accordance with the terms of the Merchants'
Agreement. The Merchant acknowledges that all Electronic Commerce
Transactions shall be settled between the Bank and the Master Merchant
with payment to bank accounts of the Master Merchant. The Merchant
shall deal directly with the Master Merchant to obtain proceeds of
Electronic Commerce Transactions.
3.8 Subject to paragraphs 3.3, 3.4, 3.5, and 3.6 the Bank shall transfer
all proceeds of the Merchant including, without limitation, accrued
interest in accordance with the Bank's account agreement held in the
Holdback Account constituting an amount greater than the Holdback
Amount to the Master Merchant Account to be settled between the Master
Merchant and the Merchant in accordance with the terms of the
Merchants' Agreement.
3.9 All deposit figures are subject to final audit by the Bank within one
(1) year of a particular deposit, and in the case of any inaccuracies,
the Bank may debit or credit the Master Merchant Account, Holdback
Account or Merchant Account following Special Notice to the Master
Merchant including an explanation of any inaccuracy.
<PAGE>
5
3.10 The Bank will allow the Master Merchant to have chargebacks debited to
the Chargeback Account. However, the Bank retains the right to cease
allowing chargebacks to be debited to the Chargeback Account upon two
(2) Business Days Special Notice to the Master Merchant.
4. THE MASTER MERCHANT'S AND THE MERCHANT'S RESPONSIBILITIES
4.1 The Merchant shall sell merchandise or services to the Cardholder at a
unit price not in excess of the Merchant's ticketed or posted price for
such merchandise or service;
4.2 The Master Merchant and the Merchant shall not impose any fee or other
charges for the use of the Charge Card or Other Card as a means of
payment;
4.3 The Master Merchant and the Merchant shall not require a minimum amount
of merchandise be purchased or services performed before accepting the
Charge Card or Other Card;
4.4 When the Cardholder authorizes the Master Merchant and/or the Merchant
to charge purchases, fees or expenses to the account of the Cardholder,
the Master Merchant and the Merchant shall retain such authorization
and deliver such authorization to the Bank upon request;
4.5 The Master Merchant and the Merchant shall not make any cash advance to
a Cardholder, the Master Merchant, the Merchant or any other person as
a part of an Electronic Commerce Transaction, or include the amount of
any cash advance in the sum being invoiced to a Cardholder;
4.6 The Master Merchant and the Merchant shall not attempt to reduce or
disguise the amount of any Electronic Commerce Transaction by the use
of multiple Transactions (known as split ticketing);
4.7 The Master Merchant and the Merchant shall not disclose or remit to any
third party the names or account numbers appearing on a Charge Card or
Other Card or any documentation or form evidencing any such names or
numbers.
4.8 The Master Merchant and the Merchant shall retain, for a period of
eighteen (18) months, all evidence and records of Electronic Commerce
Transactions, including all evidence of the delivery of merchandise
and/or services to Cardholders. Within eight (8) Business Days, of a
request by the Bank, the Master Merchant and the Merchant shall provide
the Bank with any such documentation.
4.9 The Master Merchant and the Merchant shall not sell any of the
following merchandise or services:
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6
a) lottery tickets;
b) escort and dating services;
c) adult telephone call services;
d) collection agency services;
e) cheque cashing services;
f) adult videos;
g) massage parlour services;
h) time share sales;
i) gambling;
j) extended car warranties except major car dealerships;
k) weight loss vitamins and pills;
l) cult material;
m) pre-paid telephone cards;
n) bail;
o) credit reporting;
p) resume preparing services;
q) pyramid sales;
r) satellite television sales, except if legal in Canada; and
s) any other merchandise or services as advised by the Bank by
Special Notice to the Master Merchant and notice to the
Merchant from time to time in its absolute discretion except
for existing merchandise or services being sold by the
Merchant as approved by the Bank.
4.10 The Master Merchant and the Merchant shall ensure that the Merchant's
website shall contain at a minimum the following:
a) a complete description of merchandise and services being
offered;
b) return and refund policies;
c) all customer service contact information including but not
limited to electronic mail address or telephone number;
d) country and transaction currency, for example, by indicating
that prices are payable in Canadian dollars;
<PAGE>
7
e) export restrictions if applicable;
f) delivery policy;
g) country in which Merchant is officially registered and
located; and
h) subject to paragraph 4.11, a representation indicating
acceptance of Charge Cards which uses the Bank's name, Visa
name, and the Blue, White and Gold colour bands design.
4.11 The Master Merchant and the Merchant agree to submit to the Bank for
its prior approval any representation on the Merchant's website or any
advertising by the Master Merchant or the Merchant which uses the VISA
name, the Blue, White and Gold colour bands design, the name or
trademarks of the Bank or any representation of any of them. The Master
Merchant or the Merchant may not indicate or imply that VISA or the
Bank endorse any of the Master Merchant's or the Merchant's merchandise
or services. The Master Merchant or the Merchant may not indicate or
imply that VISA or the Bank endorses or certifies the safety or
security of the Electronic Commerce Facilities except with the Bank's
express prior written consent.
4.12 The Master Merchant and the Merchant shall not submit to the Bank for
settlement an Electronic Commerce Transaction that the Bank has
notified the Master Merchant and the Merchant not to honour.
4.13 The Master Merchant and the Merchant shall not submit or permit to be
submitted an Electronic Commerce Transaction for authorization and
settlement to any other financial institution or processing agent in
Canada other than through the Bank.
4.14 The Master Merchant and the Merchant shall not attempt to receive or
receive credit or payment more than once from the Bank or from any
source with respect to the same Electronic Commerce Transaction.
4.15 The Master Merchant and the Merchant shall not submit an Electronic
Commerce Transaction in respect of fictitious or fraudulent
Transactions.
4.16 The Master Merchant and the Merchant shall not factor, sell or
otherwise transmit Electronic Commerce Transactions (except as
permitted in this Agreement).
4.17 The Master Merchant and the Merchant shall not submit or permit to be
submitted any Electronic Commerce Transactions that do not relate to
Transactions of the Merchant. Provided that the Master Merchant may
submit Electronic Commerce Transactions to the Bank with respect to
another merchant in accordance with other Electronic Commerce Merchant
Agreements between the Master Merchant, other merchants and the Bank.
4.18 The Master Merchant and the Merchant agree to comply, and take all
necessary and advisable measures to ensure that their personnel comply
with all the terms of this Agreement and with all rules, instructions,
manuals and procedures which the Bank may issue pursuant to paragraph
15 of this Agreement.
5. REFUSALS AND CHARGE BACKS
5.1 Notwithstanding any approval of an Electronic Commerce Transaction
which may be given by or on behalf of the issuer of a Charge Card or
Other Card, the
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8
Bank may charge back to the Master Merchant Account, the Holdback
Account, Chargeback Account and/or Merchant Account or refuse to credit
the Master Merchant Account, the Holdback Account, Chargeback Account
and/or Merchant Account in whole or in part, the total amount of any
Electronic Commerce Transaction in any of the following circumstances
(and shall notify the Master Merchant and the Merchant of any such
refusal or chargeback):
(a) the merchandise sold by way of Electronic Commerce
Transaction,
(i) has been returned to the Merchant or has not been
received by the Cardholder; or
(ii) has been claimed by the Cardholder to have been
returned to the Merchant, or not to have been
received;
(b) the Cardholder claims that the merchandise or services sold by
way of Electronic Commerce Transaction have not been received,
are not as described, are defective or were returned and the
Master Merchant or the Merchant failed to provide a refund to
the Cardholder;
(c) the Electronic Commerce Transaction is or is alleged by the
Cardholder to be illegal, null or invalid;
(d) the Cardholder has disputed the authorization, authenticity or
validity of any Electronic Commerce Transaction;
(e) the Bank has credited the Master Merchant or the Merchant more
than once for the same Electronic Commerce Transaction;
(f) the Master Merchant or the Merchant have done anything
prohibited by the terms of this Agreement;
(g) the Master Merchant or the Merchant have defrauded or
attempted to defraud the Bank;
(h) the Master Merchant or the Merchant have failed to comply with
this Agreement;
(i) the Electronic Commerce Transaction utilizes a Credit Card or
Other Card which the Bank has notified the Master Merchant or
the Merchant in advance not to honour;
(j) the Credit Card or Other Card used in an Electronic Commerce
Transaction was refused an authorization by the Bank; or
(k) any other circumstance in respect of which the Bank in good
faith deems it appropriate to refuse such credit or make such
chargeback.
5.2 The Master Merchant and the Merchant acknowledge that Electronic
Commerce Transactions carry a greater risk of repudiation by
Cardholders and refusals and chargebacks by the Bank because the
Transaction is conducted over the Internet and not in an environment
where a Merchant and a Cardholder are both present in person and a
Charge Card or Other Card is presented in order to complete a
Transaction.
5.3 In particular, an Electronic Commerce Transaction does not
allow for the following:
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9
a) inspection of merchandise or services by the Cardholder;
b) inspection by the Merchant of Charge Cards or Other Cards
including the account number, name, expiry date and signature;
c) signing of an imprinted sales draft by the Cardholder; and
d) comparison of signature on sales draft with signature on
Charge Cards or Other Cards.
5.4 The Master Merchant and the Merchant shall bear the risk of refusals
and chargebacks that are related in any way to the differences between
an Electronic Commerce Transaction and a Transaction that is not an
Electronic Commerce Transaction as set out in paragraphs 5.2 and 5.3
herein.
5.5 The Bank shall give the Master Merchant and the Merchant particulars of
any Electronic Commerce Transaction which the Bank has refused to pay
or has charged back to the Master Merchant or the Merchant.
<PAGE>
10
6. ELECTRONIC COMMERCE FACILITIES AND SECURITY
6.1 The Master Merchant and the Merchant acknowledge that the Master
Merchant is the owner or the authorized user of the Electronic Commerce
Facilities and that the Bank shall not be liable for any claims,
losses, costs, damages, and expenses resulting from the use of the
Electronic Commerce Facilities.
6.2 The Electronic Commerce Facilities shall operate such that only the
Bank shall have access through the Electronic Commerce Facilities to
Charge Card and Other Card particulars. Any Cardholder information that
is obtained by the Master Merchant or the Merchant through the
Electronic Commerce Facilities shall only be used by the Master
Merchant and the Merchant in accordance with the terms of this
Agreement.
6.3 The Master Merchant shall be responsible to ensure that the Electronic
Commerce Facilities operate securely so as to protect Cardholders from
the unauthorized disclosure of information with respect to Charge Cards
or Other Cards.
6.4 The Bank has the right at the commencement of this Agreement and in its
absolute discretion at any time thereafter with one (1) Business Day
prior Special Notice and during business hours, to inspect and certify
the Electronic Commerce Facilities in accordance with security
specifications determined by the Bank. The Master Merchant and the
Merchant agree to allow the Bank's employees and agents with one (1)
Business Day prior Special Notice and during business hours to have
access to the Master Merchant and the Merchant's premises and to the
Electronic Commerce Facilities as required for inspection and
certification. With respect to Electronic Commerce Facilities that are
not located in the Master Merchant's premises, the Master Merchant
shall provide full cooperation and assistance to facilitate access by
the Bank as soon as possible to such Electronic Commerce Facilities as
required for inspection and certification.
6.5 The Bank has the right in its absolute discretion, at any time upon
providing prior Special Notice to the Master Merchant and a reasonable
period of time for implementation by the Master Merchant, to change the
security certification standards that must be met by the Master
Merchant with respect to the Electronic Commerce Facilities. No change
shall be made to the security standards of the Electronic Commerce
Facilities as certified by the Bank without the prior inspection and
certification of the Bank. The Master Merchant acknowledges and agrees
that it may be charged for the Bank's costs in inspecting and
certifying changes that the Bank did not require be made to the
security standards of the Electronic Commerce Facilities.
6.6 If at any time the security standards of the Electronic Commerce
Facilities do not comply with the Bank's standards, the Bank may
immediately require and the Merchant and the Master Merchant shall
forthwith suspend operation of the Electronic Commerce Facilities until
such time as the Bank permits the Electronic Commerce Facilities to be
re-activated. The Master Merchant shall be provided a minimum of ten
(10) days from the date that the Bank required that the Master Merchant
suspend operation of the Electronic Commerce Facilities in order to
comply with the Bank's security standards.
If the Electronic Commerce Facilities do not comply with the Bank's
security standards within ten (10) days from the date that the Bank
required that the Master Merchant suspend operation of the Electronic
Commerce Facilities or such additional period of time as determined by
the Bank, in its absolute discretion, the Bank may terminate this
Agreement with simultaneous Special Notice to the Master Merchant and
the Merchant.
<PAGE>
11
Provided further, that if the Master Merchant and Merchant do not
suspend operation of the Electronic Commerce Facilities in accordance
with a requirement by the Bank, the Bank may terminate this Agreement
with simultaneous notice to the Master Merchant and Merchant
7. FEES
7.1 The Master Merchant and the Merchant agree to pay the Bank for its
services hereunder fees as set out in this Agreement which may be
revised from time to time by the Bank upon prior Special Notice to the
Master Merchant and notice to the Merchant. All fees, charges or
adjustments together with all applicable taxes applicable thereto (if
any) may be deducted from the amounts due to the Merchant hereunder or
may be charged to the Master Merchant Account, the Holdback Account and
the Merchant Account.
7.2 For Charge Card services provided by the Bank to the Master Merchant or
the Merchant hereunder, the Merchant agrees to pay the Discount Rate
and other fees as set out in Schedule "A" attached hereto, which
charges are exclusive of any taxes that may apply in relation thereto.
7.3 All fees, charges and adjustments payable by the Master Merchant or the
Merchant, the amount of any charge-back or credit issued by the Master
Merchant or the Merchant and any other liability to the Bank in
accordance with this Agreement shall constitute a debt for which the
Master Merchant and the Merchant are jointly and severally liable and
payable on demand to the Bank for which the Bank may debit the Master
Merchant Account, Holdback Account and Merchant Account with the Bank,
without prior written notice to the Merchant. In the event that any
such debit results in an account overdraft, the Master Merchant and the
Merchant will, on demand, pay the Bank the amount of such overdraft,
together with applicable interest in accordance with the Bank's account
agreement.
<PAGE>
12
8. DISPUTES
The Master Merchant and the Merchant shall maintain a fair policy for the
exchange or return of, or adjustments on, merchandise and services purchased by
Charge Card or Other Card. Any claim or dispute as to quality, receipt, price or
satisfaction of such merchandise and services shall be settled directly between
the Master Merchant, the Merchant and Cardholder provided, however, that if any
refund or other money adjustment is payable by the Merchant to the Cardholder,
such refund or adjustment shall be made forthwith using the Electronic Commerce
Facilities unless the amount of such Transaction has not been credited to the
Holdback Account or the Master Merchant Account by the Bank or has been charged
back to the Merchant.
9. RIGHT TO RECEIVE PAYMENT
Except for Electronic Commerce Transactions presented to the Bank the amount of
which the Bank has refused to credit the Master Merchant Account or has charged
back to the Master Merchant or the Merchant, the Master Merchant and the
Merchant shall have no right to receive payment in respect of an Electronic
Commerce Transaction from any party except the Bank in accordance with the terms
of this Agreement. Provided, however, that the Merchant shall have a right to
receive payment for Electronic Commerce Transactions from the Master Merchant in
accordance with the terms of this Agreement and the Merchants' Agreement.
10. ACCESS TO INFORMATION
10.1 The Master Merchant and the Merchant agree that, in the Bank's sole
discretion, the Bank may obtain from or provide to others whatever
commercial, credit or other information the Bank deems appropriate with
respect to the Master Merchant, the Merchant and the principals of the
Merchant. Provided, however, that the Bank shall not provide
information about the Merchant or the principals of the Merchant to a
competitor of the Master Merchant.
10.2 The Bank shall have the right during business hours and upon providing
prior Special Notice to the Master Merchant and notice to the Merchant
to have access to, examine, and verify all records of the Master
Merchant and the Merchant pertaining to Electronic Commerce
Transactions processed under this Agreement.
10.3 The Master Merchant and the Merchant shall not, without the Bank's and
Cardholder's consent, sell or provide to, purchase from or exchange
with any third party any Cardholder names, account numbers, addresses
nor any other information obtained from and appearing on Charge Cards
and Other Cards used in Electronic Commerce Transactions.
<PAGE>
13
11. SURVIVAL
The provisions of paragraphs 3.2, 3.4, 3.5, 3.6, 3.8, 3.9, 4.8, 10.3 and 14
shall survive the termination of this Agreement.
12. WAIVER
Any waiver by the Bank of any of the provisions of this Agreement shall not
constitute a waiver of any other provision (whether similar or not), nor shall
such waiver constitute a continuing waiver of that particular provision unless
otherwise expressly provided by the Bank in writing.
13. BINDING AGREEMENT
This Agreement shall be binding upon the parties, their heirs, successors and
assigns, provided however that this Agreement shall not be assigned by the
Master Merchant or the Merchant without the written consent of the Bank. The
Bank may assign any of its obligations hereunder without the Master Merchant's
or the Merchant's consent. Provided, however, that the Master Merchant shall be
provided sixty-five (65) days prior Special Notice by the Bank specifying the
proposed assignee prior to an assignment of this Agreement by the Bank.
14. INDEMNIFICATION AND RELATIONSHIP
14.1 The Master Merchant and the Merchant will indemnify the Bank against
and hold it harmless from all claims, of whatsoever nature by any
Cardholder arising out of any Transaction including without limitation
any Electronic Commerce Transaction unless arising due to the Bank's
gross negligence or misconduct.
14.2 The Master Merchant and the Merchant will indemnify the Bank against
and hold it harmless from all claims arising from:
(a) the failure of the Electronic Commerce Facilities to operate
properly;
(b) the unauthorized disclosure by the Master Merchant, the
Merchant or their personnel of information with respect to
Charge Cards or Other Cards; and
(c) the failure of the Master Merchant, the Merchant or their
personnel to use the Electronic Commerce Facilities in
accordance with the terms of this Agreement, the Bank's rules,
instructions and procedures in effect from time to time that
the Master Merchant and Merchant had advance notice in
writing.
14.3 The Master Merchant and the Merchant acknowledge that their
relationship is governed by the Merchants' Agreement and this Agreement
and that the Bank is not responsible for the failure of the Master
Merchant or the Merchant to deal with each other in accordance with the
terms of the Merchants' Agreement and this Agreement.
<PAGE>
14
14.4 The Master Merchant and the Merchant will indemnify the Bank against
and hold it harmless from all claims of whatsoever nature arising
between the Master Merchant and the Merchant.
14.5 This Agreement, the Merchants' Agreement, the Master Merchant Agreement
and the relationship between the Master Merchant and the Merchant and
the Bank is not intended to be and shall not be construed as a general
partnership, limited partnership, joint venture, corporation, company,
joint stock company or agency relationship. The Master Merchant is not
intended to be and shall not be the agent of the Bank in any dealings
with the Merchant.
15. PROCEDURES
The Bank may, from time to time upon providing five (5) Business Days prior
Special Notice to the Master Merchant and notice to the Merchant, issue
directions in writing regarding the procedure to be followed in carrying out
this Agreement or require amendments to this Agreement as required by Visa
regulations, legislation, including without limitation, applicable privacy
legislation, and security requirements of the Bank, and such directions and
amendments shall be binding upon the Master Merchant and the Merchant after the
five (5) Business Days notice thereof unless the Master Merchant or the Merchant
elect to give immediate Special Notice of cancellation of this Agreement.
16. NOTICES
16.1 Any notice to be given hereunder shall be in writing and be delivered
personally or sent by prepaid first class mail, registered mail,
courier or facsimile to a party unless indicated herein that Special
Notice shall be given in accordance with paragraph 16.2 of this
Agreement.
16.2 Special Notice to be given hereunder shall be in writing and be
delivered personally or by courier and shall use all reasonable efforts
to also send the Special Notice by facsimile to a party.
16.3 The addresses for notices and Special Notices to the parties are as
follows:
To the Master Merchant: at the Master Merchant's last recorded address
and facsimile number appearing in the Bank's records as notified by
Special Notice by the Master Merchant to the Bank.
To the Merchant: at the Merchant's last recorded address and facsimile
number appearing in the Bank's records.
<PAGE>
15
To the Bank: Eastern TD Visa Centre
500 St.-Jacques W., 3ridFloor
Montreal, Quebec
H3C 3B3
or as notified by Special Notice to the Master Merchant and regular
notice to the Merchant.
16.4 Notices sent by regular mail in accordance with paragraph 16.1 herein
shall be deemed to have been received within five (5) Business Days
after mailing, except in the event of postal service interruption, in
which case such notices shall be sent by Special Notice.
16.5 Notices or Special Notices delivered personally, or sent by registered
mail, courier or facsimile shall be deemed to have been received the
next Business Day after being sent.
17. TERMINATION AND AMENDMENT
17.1 This Agreement shall remain continuously in full force and effect
unless terminated
(i) by any party at any time upon sixty (60) days Special Notice
to the other party;
(ii) by the Bank in the event of any failure by the Master Merchant
or the Merchant to comply with this Agreement or the Master
Merchant Agreement provided that the Master Merchant or the
Merchant have failed to take reasonable steps to rectify such
failure to comply with this Agreement within five (5) Business
Days of being provided by the Bank with Special Notice of such
failure to comply with this Agreement; or
(iii) by the Bank simultaneously with Special Notice being sent to
the Master Merchant and the Merchant, if the Master Merchant
or the Merchant fail to maintain the minimum credit standard
established by the Bank for the Merchant's account from time
to time or due to fraud, alleged fraud, bankruptcy or
insolvency of the Master Merchant or the Merchant.
(iv) by the Bank pursuant to paragraph 6.6 herein if the security
standards of the Electronic Commerce Facilities do not comply
with the Bank's standards.
17.2 Subject to paragraphs 7.1 and 15, this Agreement may not be amended
except by written agreement between the Bank and the Master Merchant
with prior written notice to the Merchant.
17.3 All obligations of the parties in respect of any event which occurred
prior to the date of termination of this Agreement shall survive such
termination. Upon such
<PAGE>
16
termination, all forms, equipment and material including the Merchant's
website bearing or depicting the name or trade mark of the Bank, the
name VISA, the Blue, White and Gold colour bands design or any
representation of any of them shall be returned to the Bank and removed
from the Merchant's website and all websites of the Merchant and Master
Merchant forthwith and the Master Merchant and the Merchant thereafter
shall not represent that Charge Cards will be honoured.
18. ENTIRE AGREEMENT AND OTHER AGREEMENTS
18.1 This Agreement between the Bank, Master Merchant and the Merchant
constitutes the entire agreement between the parties with respect to
the subject matter hereof and cancels and supersedes any prior
understandings and agreements, written or oral, between the parties
with respect to the subject matter hereof. Provided, however, that the
Merchants' Agreement and the Master Merchant Agreement also govern the
relationship between the parties.
18.2 The Merchants' Agreement shall not have terms that are inconsistent or
conflict with the terms of this Agreement or the Master Merchant
Agreement and the Bank may require that any such inconsistent or
conflicting terms be removed from the Merchants' Agreement. Whether or
not inconsistent or conflicting terms are removed from the Merchants'
Agreement, the terms of this Agreement and the Master Merchant
Agreement shall prevail over any inconsistent or conflicting provisions
contained in the Merchants' Agreement.
18.3 The Merchants' Agreement shall not violate any applicable laws,
regulations, judgments or orders, Visa regulations and without limiting
the foregoing, the parties hereto shall comply with all applicable laws
and regulations relating to any person's right of privacy.
18.4 The Bank may request from time to time and the Merchant shall comply
with any request by the Bank to review and obtain copies of the
Merchants' Agreement.
19. ACCOUNT
19.1 The Master Merchant Account for the purpose of this Agreement is: TD
Bank Branch ___________________________________________________________
_______________________________________________________________________
_______________________________, account _____________________________.
This account designation may be changed by the Master Merchant giving
thirty (30) days prior Special Notice to the Bank.
19.2 The Merchant Account for the purpose of this Agreement is: ____________
_______________________________________________________________________
________________Branch_________________________________________________
______________, account ______________________________________________.
This account designation may be changed by the Merchant giving thirty
(30) days prior Special Notice to the Bank and the Master Merchant.
19.3 The Holdback Account for the purpose of this Agreement is: TD Bank
Branch ________________________________________________________________
_______________________________________________________________________
___________________________________, account _________________________.
This account designation may be changed by the Master Merchant giving
thirty (30) days prior Special Notice to the Bank.
<PAGE>
17
19.4 The Chargeback Account for the purpose of this Agreement is: TD Bank
Branch ________________________________________________________________
_______________________________________________________________________
______________________________________, account ______________________.
This account designation may be changed by the Master Merchant giving
thirty (30) days prior Special Notice to the Bank.
19.5 Any accounts held in accordance with this Agreement at the Bank shall
be subject to the Bank's usual charges, conditions and agreements.
20. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws
of the Province of Ontario and the laws of Canada applicable hereto.
21. LANGUAGE
The Parties hereto hereby acknowledge that they have required this agreement and
all related documents to be drawn up in the English language. Les parties
reconnaissent avoir demande que le present contrat ainsi que les documents qui
s'y rattachent soient rediges en langue anglaise.
<PAGE>
18
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed at
_____________, __________ on this _______ day of _______ , 2000.
- ----------------------------------------
Merchant
By:
-------------------------------------
Name:
---------------------------------
Title:
---------------------------------
- ----------------------------------------
Merchant
By:
-------------------------------------
Name:
---------------------------------
Title:
---------------------------------
9066-4871 QUEBEC INC.,
c.o.b. PLANET 411 INC.
By:
-------------------------------------
Name:
---------------------------------
Title:
---------------------------------
By:
-------------------------------------
Name:
---------------------------------
Title:
---------------------------------
THE TORONTO-DOMINION BANK
By:
-------------------------------------
Name:
---------------------------------
Title:
---------------------------------
<PAGE>
SCHEDULE "A"
FEES AND SECURITY
Merchant Discount Rate: ______% of the gross sales value of Charge
Card Transactions
Processing fee for non-Visa Card
transactions:
$ _____ per transaction
Holdback Amount
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF PLANET411.COM INC. DATED MARCH
31, 2000 AND DECEMBER 31, 1999, RESPECTIVELY, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUN-30-2000
<PERIOD-START> JAN-01-2000 OCT-01-2000
<PERIOD-END> MAR-31-2000 DEC-01-1999
<CASH> 329,830<F1> 19,691
<SECURITIES> 20,620 10,392
<RECEIVABLES> 179,654 51,137
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 579,904 174,033
<PP&E> 1,391,560 1,205,092
<DEPRECIATION> 332,981 229,805
<TOTAL-ASSETS> 1,641,412 1,149,320
<CURRENT-LIABILITIES> 1,587,603 726,364
<BONDS> 1,279 2,358
0 0
0 0
<COMMON> 24,951 24,159
<OTHER-SE> (292,302) 104,790
<TOTAL-LIABILITY-AND-EQUITY> 1,641,412 1,149,320
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 2,827,411 (1,322,390)
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,153 842
<INCOME-PRETAX> (2,828,564) (1,323,232)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (2,828,564) (1,323,232)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,828,564) (1,323,232)
<EPS-BASIC> (0.06) (0.03)
<EPS-DILUTED> (0.06) (0.03)
<FN>
(1) The Company's consolidated financial statements from which this table has
been derived have been prepared in accordance with generally accepted
accounting principles in Canada and conform in all material respects with
the accounting principles generally accepted in the United States.
</FN>
</TABLE>
