<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT #1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
PCSupport.com, Inc.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada Application Pending
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
(I.R.S Employer Identification No.)
Suite 280, 4400 Dominion Street, Burnaby, British Columbia, Canada V5G 4G3
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (604) 419-4490
-----------------------------------------------------
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.001
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
PART F/S FINANCIAL
Consolidated Financial Statements of
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
PCsupport.com, Inc.
We have audited the consolidated balance sheets of PCsupport.com, Inc. and
subsidiary (a Development Stage Enterprise) as of June 30, 1999 and 1998 and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the year ended June 30, 1999, the period from December 10,
1997 (inception) to June 30, 1998 and for the period from December 10,1997
(inception) to June 30, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of PCsupport.com, Inc. and subsidiary
(a Development Stage Enterprise) as of June 30, 1999 and 1998, and the results
of their operations and their cash flows for the year ended June 30, 1999, the
period from December 10, 1997 (inception) to June 30, 1998 and for the period
from December 10, 1997 (inception) to June 30, 1999, in conformity with United
States generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 1 to
the consolidated financial statements, the Company has suffered recurring losses
from operations and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ KPMG LLP
Chartered Accountants
Vancouver, Canada
August 20, 1999
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Consolidated Balance Sheets
(Expressed in U.S. Dollars)
June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ---------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 795,809 $ -
Accounts receivable 14,728 -
Prepaid expenses 33,950 -
Other current assets 49,256 242
---------- ---------
Total current assets 893,743 242
Property and equipment (note 4) 11,210 2,702
Intangible asset (note 5) 2,697 -
---------- ---------
$ 907,650 $ 2,944
========== =========
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities $ 68,266 $ 3,710
Convertible debt (note 6(a)) - 47,729
---------- ---------
Total current liabilities 68,266 51,439
Stockholders' equity (deficit) (note 6):
Common stock, $0.001 par value, authorized 100,000,000 shares;
issued 6,007,169 shares in 1999 and 1,000,000
shares in 1998 6,007 1,000
Additional paid-in capital 1,982,067 132,799
Deferred stock compensation (198,909) -
Deficit accumulated during the development stage (949,496) (182,294)
Treasury stock, 285,000 shares in 1999, at cost (285) -
---------- ---------
Total stockholders' equity (deficit) 839,384 (48,495)
---------- ---------
Commitments and contingencies (note 7)
Subsequent events (note 12)
$ 907,650 $ 2,944
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
Period from Period from
December 10, December 10,
1997 1997
Year ended (inception) to (inception) to
June 30, 1999 June 30, 1998 June 30, 1999
------------- -------------- --------------
<S> <C> <C> <C>
Revenue $ 99 $ - $ 99
Cost of services 86 - 86
---------- --------- ---------
Gross profit 13 - 13
---------- --------- ---------
Operating expenses:
Research and development 17,646 2,814 20,460
Marketing and promotion 477,103 120,918 598,021
General and administrative 265,953 58,562 324,515
---------- --------- ---------
760,702 182,294 942,996
---------- --------- ---------
Loss from operations (760,689) (182,294) (942,983)
Interest expense, net 6,513 - 6,513
---------- --------- ---------
Loss for the period $ (767,202) $(182,294) $(949,496)
========== ========= =========
Net loss per common share, basic and diluted $ (.46) $ (.22)
========== =========
Weighted average common shares outstanding,
basic and diluted 1,659,455 857,171
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Consolidated Statements of Stockholders' Equity (Deficit)
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Shares Additional Deferred During Treasury Stock Total
------------------ Paid-in Stock Development ------------------- Stockholders'
Shares Amount Capital Compensation Stage Shares Amount Equity (Deficit)
--------- ------ ---------- ------------ ----------- --------- ------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 10, 1997
(inception) 200 $ - $ - $ - $ - - $ - $ -
Issuance of common stock for
services in January, valued
at $.13 per share 489,800 490 65,157 - - - - 65,647
Sale of common stock in
January, $.13 per share 510,000 510 67,642 - - - - 68,152
Net loss - - - - (182,294) - - (182,294)
--------- ------ ---------- --------- --------- -------- ----- ---------
Balance, June 30, 1998 1,000,000 1,000 132,799 - (182,294) - - (48,495)
Fair value of common stock
purchase warrants granted
to creditor - - 8,407 - - - - 8,407
Sale of common stock in
January, approximately
$.85 per share, net of
issuance costs of $131,708 291,838 292 116,062 - - - - 116,354
Issuance of common stock for
services in January, valued
at approximately $.85 per
share 52,848 53 45,101 - - - - 45,154
Conversion of note payable
to common stock (note 6(a)) 66,029 66 109,977 - - - - 110,043
Issuance of common stock for
services in February 63,440 63 53,861 - - - - 53,924
Issuance of common stock for
services in April 1,500,000 1,500 629,705 (244,156) - - - 387,049
Amortization of deferred
stock compensation - - - 45,247 - - - 45,247
Issuance of common stock for
acquisition in June, net of
acquisition costs of
$46,753 (note 3) 3,033,014 3,033 886,155 - - - - 889,188
Treasury stock repurchased
by Company in June, at
cost - - - - - (285,000) (285) (285)
Net loss - - - - (767,202) - - (767,202)
--------- ------ ---------- --------- --------- -------- ----- ---------
Balance, June 30, 1999 6,007,169 $6,007 $1,982,067 $(198,909) $(949,496) (285,000) $(285) $(839,384)
========= ====== ========== ========= ========= ======== ===== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
Period from Period from
December 10, December 10,
1997 1997
Year ended (inception) to (inception) to
June 30, 1999 June 30, 1998 June 30, 1999
------------- -------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Loss for the period $ (767,202) $(182,294) $ (949,496)
Items not affecting cash:
Depreciation and amortization 5,336 620 5,956
Common stock issued in exchange
for services 486,191 65,647 551,838
Discount on notes payable 8,407 - 8,407
Changes in operating assets and liabilities:
Accounts receivable (14,728) - (14,728)
Prepaid expenses (33,950) - (33,950)
Other current assets (49,014) (242) (49,256)
Accounts payable and accrued liabilities 64,556 3,710 68,266
---------- --------- ----------
Net cash used in operating activities (300,404) (112,559) (412,963)
---------- --------- ----------
Cash flows from investing activities:
Purchase of property and equipment (13,055) (3,322) (16,377)
Purchase of intangible asset (3,486) - (3,486)
---------- --------- ----------
Net cash used in investing activities (16,541) (3,322) (19,863)
---------- --------- ----------
Cash flows from financing activities:
Proceeds from issuance of notes payable 62,314 47,729 110,043
Proceeds from issuance of bridge loan 17,088 - 17,088
Repayment of bridge loan (17,088) - (17,088)
Cash acquired in acquisition 888,932 - 888,932
Net proceeds from sale of common stock 161,508 68,152 229,660
---------- --------- ----------
Net cash provided by financing activities 1,112,754 115,881 1,228,635
---------- --------- ----------
Net increase in cash and cash equivalents 795,809 - 795,809
Cash and cash equivalents at beginning of period - - -
---------- --------- ----------
Cash and cash equivalents at end of period $ 795,809 $ - $ 795,809
========== ========= ==========
Supplemental disclosure of non-cash financing activities:
Notes payable converted into common stock $ 110,043 $ - $ 110,043
Deferred stock compensation 198,909 - 198,909
Discount on notes payable 8,407 - 8,407
Common stock issued for services 486,191 65,647 551,838
Treasury stock acquired 285 - 285
Income taxes paid - - -
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
1. Nature of development stage activities:
Mex-Trans Seafood Consulting, Inc. was incorporated in Texas on February 13,
1989 and was a holding company prior to its merger with Reconnaissance
Technologies Inc. ("Reconnaissance"). In anticipation of this merger, a
shell company was incorporated in Nevada in April, 1999 and Mex-Trans
Seafood Consulting, Inc. was merged into it, with PCsupport.com, Inc.
("PCS"), as the surviving company. PCS has no substantive operations. In
June 1999, PCS merged with Reconnaissance, with PCsupport.com, Inc. (the
"Company") being the surviving corporation (note 2(a)). The Company is
currently in the business of developing and commercializing support services
for the personal computer market. The Company believes that its first
commercial applications will be providing daily secured backup of personal
computer hard-drives over the Internet, overnight laptop replacements and an
aggregation of web-based computer support services.
These consolidated financial statements have been prepared on a going
concern basis in accordance with United States generally accepted accounting
principles. The going concern basis of presentation assumes the Company will
continue in operation for the foreseeable future and will be able to realize
its assets and discharge its liabilities and commitments in the normal
course of business. Certain conditions, discussed below, currently exist
which raise substantial doubt upon the validity of this assumption. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
The Company's future operations are dependent upon the market's acceptance
of its services and the Company's ability to secure cost effective third
party license service supply agreements. There can be no assurance that the
Company's services will be able to secure market acceptance or that cost
effective license and service supply agreements will exist or continue to
exist. As of June 30, 1999, the Company is considered to be in the
development stage as the Company has not generated significant revenues, is
continuing to develop its business, and has experienced negative cash flow
from operations. Operations have primarily been financed through the
issuance of common stock. The Company does not have sufficient working
capital to sustain operations until the end of the year ended June 30, 2000.
Additional debt or equity financing will be required and may not be
available or may not be available on reasonable terms.
2. Significant accounting policies:
(a) Reverse take-over and basis of presentation:
On June 23, 1999, PCS merged with Reconnaissance, with Reconnaissance's
stockholders receiving the largest number of shares and control of the
Company, PCSupport.Com, Inc. Accordingly, Reconnaissance is deemed the
accounting acquiror for financial statement purposes.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 2
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
2. Significant accounting policies (continued):
(a) Reverse take-over and basis of presentation (continued):
The acquisition is accounted for as a reverse take-over using the
purchase method. The Company's historical financial statements reflect
the financial position, results of operations and cash flows of
Reconnaissance from the date of its incorporation on December 10, 1997
under the Company Act (British Columbia). On June 20, 1999,
Reconnaissance continued its incorporation into Wyoming. The historical
stockholders' equity gives effect to the shares issued to the
stockholders of Reconnaissance. The results of operations of PCS are
included from the date of acquisition, June 23, 1999.
(b) Basis of consolidation:
These consolidated financial statements have been prepared using
generally accepted accounting principles in the United States. The
financial statements include the accounts of the Company's wholly-owned
subsidiary, Reconnaissance International Ltd. All significant
intercompany balances and transactions have been eliminated in the
consolidated financial statements.
(c) Use of estimates:
The preparation of consolidated financial statements in accordance with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and reported revenues
and expenses for the reporting periods. Actual results may
significantly differ from these estimates.
(d) Contract revenue recognition:
Earned revenue from support service contracts is recognized on the
percentage-of-completion method of accounting. Contract revenues earned
are recorded using the percentage of contract costs incurred to date to
total estimated contract costs.
Anticipated losses on contracts are charged to earnings as soon as such
losses can be estimated. Changes in estimated profits on contracts are
recognized during the period in which the change in estimate is known.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 3
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
2. Significant accounting policies (continued):
(e) Foreign currency:
The functional currency of the Company and its subsidiary is the United
States dollar. Transactions in foreign currencies are translated to
United States dollars at the rates in effect on the transaction date.
Exchange gains or losses arising on translation or settlement of
foreign currency denominated monetary items are included in the
consolidated statement of operations.
(f) Cash and cash equivalents:
The Company considers all short-term investments with a maturity date
at purchase of three months or less to be cash equivalents.
(g) Property and equipment:
Property and equipment are stated at cost and are depreciated using the
straight-line method over their estimated useful lives ranging from two
to seven years.
(h) Major customers:
All of the Company's revenues were from one Canadian customer for the
year ended June 30, 1999.
(i) Income taxes:
The Company follows the asset and liability method of accounting for
income taxes. Under this method, current taxes are recognized for the
estimated income taxes payable for the current period.
Deferred income taxes are provided based on the estimated future tax
effects of temporary differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases as
well as the benefit of losses available to be carried forward to future
years for tax purposes.
Deferred tax assets and liabilities are measured using enacted tax
rates that are expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in operations in the period that includes
the substantive enactment date. A valuation allowance is recorded for
deferred tax assets when it is more likely than not that such deferred
tax assets will not be realized.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 4
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
2. Significant accounting policies (continued):
(j) Research and development:
Research and development costs are expensed when incurred.
(k) Net loss per share:
Basic earnings per share is computed using the weighted average number
of common stock outstanding during the periods. Diluted loss per share
is computed using the weighted average number of common and potentially
dilutive common stock outstanding during the period. As the Company has
a net loss in each of the periods presented, basic and diluted net loss
per share is the same.
Excluded from the computation of diluted loss per share for the year
ended June 30, 1999 are warrants to purchase 311,838 shares of common
stock because their effects would be anti-dilutive. Also excluded from
the computation of diluted earnings per share for the period from
December 10, 1997 (inception) to June 30, 1998 are 40,528 shares of
potential common stock resulting from the assumed conversion of the
convertible notes payable because their effects would be anti-dilutive.
(l) Stock-based compensation:
The Company accounts for its stock-based compensation arrangement in
accordance with provisions of Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees, and related
interpretations. As such, compensation expense under fixed plans would
be recorded on the date of grant only if the fair value of the
underlying stock at the date of grant exceeded the exercise price. The
Company recognizes compensation expense for stock options, common stock
and other equity instruments issued to non-employees for services
received based upon the fair value of the services or equity
instruments issued, whichever is more reliably determined. This
information is presented in note 6(b)(ii).
SFAS No. 123, Accounting for Stock Based Compensation, required
entities that continue to apply the provision of APB Opinion No. 25 for
transactions with employees to provide pro forma net income and pro
forma earnings per share disclosures for employee stock option grants
made in 1995 and future years as if the fair-value-based method defined
in SFAS No. 123 had been applied to these transactions.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 5
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
3. Acquisitions:
In June, 1999, PCS merged with Reconnaissance. The acquisition was a reverse
take-over with Reconnaissance being the deemed accounting acquiror for
financial statements purposes.
The acquisition was recorded using the purchase method. Net assets acquired
through the issuance of common stock consisted of cash and cash equivalents
with a fair value of $935,685. Cash and cash equivalents held by PCS were
obtained through a private placement which was contingent on this
acquisition being completed. Acquisition related costs of $46,753 were
incurred and were recorded as a decrease in the acquisition amount carried
in stockholders' equity.
The following table reflects unaudited proforma information which combines
the operations PCS and Reconnaissance for the year ended June 30, 1999 and
the period from December 10, 1997 (inception) to June 30, 1998 as if the
acquisition of PCS had taken place at the beginning of the period. There
were no proforma adjustments required in combining this information of these
two entities. This proforma information does not reflect any non-recurring
charges or credits directly attributable to the transaction. This proforma
information does not purport to be indicative of the revenues and net loss
that could have resulted had the acquisition been in effect for the period
presented and is not intended to be a projection of future results or
trends.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Period from
December 10,
1997
Year ended (inception) to
June 30, June 30,
1999 1998
-------------------------------------------------------------------------
<S> <C> <C>
Revenue $ 99 $ -
Cost of service 86 -
-------------------------------------------------------------------------
Gross profit 13 -
Expenses
Research and development 17,646 2,814
Marketing and promotion 477,103 120,918
General and administrative 317,685 63,562
Interest, net 6,513 -
-------------------------------------------------------------------------
Net loss for the period $(818,947) $(187,294)
-------------------------------------------------------------------------
Net loss per share $ (0.14) $ (0.04)
-------------------------------------------------------------------------
</TABLE>
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 6
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
4. Property and equipment:
Property and equipment consists of the following:
<TABLE>
<CAPTION>
June 30,
----------------------
1999 1998
------- ------
<S> <C> <C>
Computer equipment $14,173 $2,295
Furniture and office equipment 1,584 1,027
------- ------
15,757 3,322
Less accumulated depreciation 4,547 620
------- ------
$11,210 $2,702
======= ======
</TABLE>
5. Intangible asset:
Intangible assets includes the cost of acquiring the Company's World Wide
Web domain name and is amortized straight line over a three year period.
6. Stockholders' equity:
(a) Convertible notes payable:
The Company had outstanding a $47,729 convertible note payable to a
shareholder at June 30, 1998 and was advanced an additional $62,314
between July, 1998 and February, 1999. The notes were non-interest
bearing and were converted into 66,029 shares of common stock in
February, 1999.
(b) Stock options, stock-based compensation and share-purchase warrants:
i) Stock options
In 1999, the Company adopted a fixed stock option plan that
provides for the issuance of incentive and non-qualified stock
options to officers, directors, employees, and consultants to
acquire shares of the Company's common stock.
The Board of Directors determines the terms of the options granted,
including the number of options granted, the exercise price and the
vesting schedule. The exercise price for qualified incentive stock
options shall not be less than the fair market value of the
underlying stock at the date of grant, and have terms no longer
than five years from the date of grant. As of June 30, 1999, no
options have been granted under the plan.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 7
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
6. Stockholders' equity (continued):
(b) Stock options, stock-based compensation and share-purchase warrants
(continued):
ii) Stock-based compensation
In January, 1998, the Company recorded non-cash compensation
expense of $65,647 related to the sale of 489,800 common shares at
$.01 per share to certain stockholders and officers of the
Company. The fair value of the common shares was estimated at $.13
per share at the time of the transaction.
In January, 1999, the Company recorded non-cash interest expense
of $8,407 related to the issuance of warrants to purchase 20,000
shares of common stock. The warrants are exerciseable immediately
at an exercise price of $.85 per share and expire in January,
2002. The fair value of the warrants granted is estimated using
the Black-Scholes option pricing model with the following
assumptions: Expected volatility of 70%, risk-free interest rate
of 4.8%, expected life of 3 years, and a 0% dividend yield.
In January, 1999, the Company issued 52,848 shares of common stock
in exchange for services relating to share issuance. The fair
value of these services was estimated based upon the estimated
fair value of the shares at $.85 per share or $45,154. The costs
were deducted from the additional paid-in capital from the sale of
common stock in January, 1999.
In February, 1999, the Company recorded non-cash compensation
expense of $53,924 related to the issuance of 63,440 shares of
common stock to certain stockholders and officers of the Company.
The fair value of the shares was estimated at $.85 per share at
the time of the transaction.
In April, 1999, the Company recorded non-cash compensation expense
and deferred compensation expense of $631,800 related to the
issuance of 1,500,000 shares of common stock at no cost certain
officers and stockholders. The value of the shares was estimated
at $.52 per share. A certain portion of these shares are subject
to vesting over a period of time. Compensation expense relating to
these shares were recorded as deferred stock compensation to be
amortized over their respective vesting periods. In June, 1999,
the Company repurchased 285,000 common shares at $0.001 per share
and recorded the transaction as shares held in treasury as of June
30, 1999.
Pursuant to an agreement dated July 31, 1999, the Company has the
option to re-purchase certain shares held by executive officers if
their employment ceases with the Company prior to January 1, 2002
at a price of $0.01 per share.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 8
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
6. Stockholders' equity (continued):
iii) Share purchase warrants:
<TABLE>
<CAPTION>
Outstanding warrants
-----------------------------
Expiry dates Exercise price per share June 30, 1999 June 30, 1998
------------ ------------------------ -----------------------------
<S> <C> <C> <C>
January, 2004 (6ii) $0.85 20,000 -
various (a) $0.85 291,838 -
------- ------------
311,838 -
======= ============
</TABLE>
(a) Between January 26, 1999 and February 18, 1999, the Company
issued warrants which are exercisable at $0.85 per share for a
period expiring three months after the completion of an initial
public offering by the Company of its common shares at a price
per share of $0.85 prior to July 18, 1999 and $1.34 per share
thereafter. If the Company completes a financing of common shares
for gross proceeds in excess of $400,000 Cdn. prior to the expiry
of the warrants and the common shares are sold in excess of the
exercise price, the warrant exercise price will increase to the
offering price per share if the warrants are exercised within 10
days.
(c) Reverse stock split:
In June 1999, the Company authorized a 1-for-5 reverse stock split of
the Company's common stock. All share and per share information has
been adjusted for all periods presented to reflect the reverse stock
split.
7. Operating leases:
The Company leases office facilities in British Columbia under an operating
lease agreement that expires November, 2002. Rent under the agreement
increases 20% and 8.3% after the first and second years, respectively.
Minimum lease payments under operating leases are as follows:
<TABLE>
<S> <C>
2000 $178,278
2001 351,732
2002 381,039
2003 158,766
</TABLE>
Rent expense totalled $9,587 and $7,273 for the year ended June 30, 1999 and
the period from December 10, 1997 (inception) to June 30, 1998,
respectively.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 9
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
8. Deferred tax assets and liabilities:
<TABLE>
<CAPTION>
June 30,
---------------------
1999 1998
--------- --------
<S> <C> <C>
Deferred tax assets:
Operating loss carry forward $ 228,000 $ 56,000
Share issue costs and other 46,500 300
--------- --------
Total deferred tax assets before valuation allowance 274,500 56,300
Valuation allowance (274,500) (56,300)
--------- --------
Net deferred tax assets $ - $ -
========= ========
</TABLE>
Management believes that it is not more likely than not that it will create
sufficient taxable income sufficient to realize its deferred tax assets. It
is reasonably possible these estimates could change due to future income and
the timing and manner of the reversal of deferred tax liabilities. Due to
its losses, the Company has no income tax expense.
The Company has operating loss carryforwards for income tax purposes at June
30, 1999 of approximately $530,000 (1998 - $123,000). Operating losses begin
to expire in fiscal year 2002.
9. Financial instruments:
(a) Fair values:
The Company regularly invests funds in excess of its immediate needs in
money market accounts. The fair value of cash and cash equivalents,
accounts receivable, accounts payable and accrued liabilities
approximates their financial statement carrying amounts due to the
short-term maturities of these instruments. The carrying amount of
notes payable approximates fair value since they have a short-term to
maturity.
(b) Foreign currency risk:
The Company operates internationally which gives rise to the risk that
cash flows may be adversely impacted by exchange rate fluctuations.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 10
(Expressed in U.S. Dollars)
Year ended June 30, 1999
Period from December 10, 1997 (inception) to June 30, 1998
- --------------------------------------------------------------------------------
10. Related party transactions:
In December, 1997, the Company entered into a contract with stockholders to
provide the duties of President and of Chief Technical Officer. The
contract expires in November 1999, with a twelve month renewal option. The
Company incurred cash compensation expense of $88,204 and $41,564 and non-
cash compensation expense of $302,548 and $58,776 during the year ended
June 30, 1999, and the period from December 10, 1997 (inception), to June
30, 1998, respectively.
In 1999, the Company has entered into a contract with a consulting company
owned by a stockholder to provide the duties of Chief Financial Officer.
The Company incurred cash compensation expense of $19,686 and non-cash
compensation expense of $32,987 during the year ended June 30, 1999.
11. Uncertainty due to the Year 2000 Issue:
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the Year 2000 Issue
may be experienced before, on, or after January 1, 2000, and, if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failure which could affect an entity's
ability to conduct normal business operations. The Company is currently
working on their Year 2000 preparations. However, it is not possible to be
certain that all aspects of the Year 2000 Issue affecting the entity,
including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
12. Subsequent events
Subsequent to year-end, the Company granted 430,750 stock options to
officers, directors and employees with an exercise price of $1.00 per
share.
<PAGE>
Unaudited Consolidated Financial Statements
for Quarter ended September 30, 1999
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Interim Consolidated Balance Sheets
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
September 30, June 30,
1999 1999
-------------- -----------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 255,770 $ 795,809
Accounts receivable 50,239 14,728
Prepaid expenses 2,853 33,950
Other current assets 24,357 49,256
----------- ----------
Total current assets 333,219 893,743
Property and equipment 102,756 11,210
Intangible asset 2,419 2,697
----------- ----------
$ 438,394 $ 907,650
=========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 89,486 $ 68,266
Stockholders' equity (note 3):
Common stock, $0.001 par value, authorized 100,000,000 shares;
issued 6,075,569 shares at September 30 and 6,007,169
shares at June 30, 1999 6,076 6,007
Additional paid-in capital 2,114,490 1,982,067
Deferred stock compensation (159,417) (198,909)
Deficit accumulated during the development stage (1,611,956) (949,496)
Treasury stock, 285,000 shares in 1999, at cost (285) (285)
----------- ----------
Total stockholders' equity 348,908 839,384
----------- ----------
$ 438,394 $ 907,650
=========== ==========
</TABLE>
See accompanying notes to interim consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Interim Consolidated Statements of Operations
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
Period from
December 10,
1997
Three months ended (inception) to
September 30, September 30,
1999 1998 1999
---------- ---------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C>
Revenue $ 706 $ - $ 805
Cost of services 710 - 796
---------- ---------- -----------
Gross profit (4) - 9
---------- ---------- -----------
Operating expenses:
Research and development 225,221 1,650 245,681
Marketing and promotion 226,813 1,650 825,897
General and administrative 218,275 35,678 541,727
---------- ---------- -----------
670,309 38,978 1,613,305
---------- ---------- -----------
Loss from operations (670,313) (38,978) (1,613,296)
Interest income, net 7,853 - 1,340
---------- ---------- -----------
Loss for the period $ (662,460) $ (38,978) $(1,611,956)
========== ========== ===========
Net loss per common share, basic and diluted $ (0.11) $ (0.04) $ (0.79)
========== ========== ===========
Weighted average common shares outstanding,
basic and diluted 6,029,969 1,000,000 2,041,444
========== ========== ===========
</TABLE>
See accompanying notes to interim consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Interim Consolidated Statements of Stockholders' Equity
(Unaudited)
(Expressed in U.S. Dollars)
Three months ended September 30, 1999
Period from December 10, 1997 (inception) to September 30, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Shares Additional Deferred During Treasury Stock Total
------------------ Paid-in Stock Development ------------------ Stockholders'
Shares Amount Capital Compensation Stage Shares Amount Equity
--------- ------ ---------- ------------ ----------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 10, 1997
(inception) 200 $ - $ - $ - $ - - $ - $ -
Issuance of common stock for
services in January, valued
at $.13 per share 489,800 490 65,157 - - - - 65,647
Sale of common stock in
January, $.13 per share 510,000 510 67,642 - - - - 68,152
Net loss - - - - (182,294) - - (182,294)
--------- ------ ---------- ------------ ----------- -------- ------ ---------
Balance, June 30, 1998 1,000,000 1,000 132,799 - (182,294) - - (48,495)
Fair value of common stock
purchase warrants granted
to creditor - - 8,407 - - - - 8,407
Sale of common stock in
January, approximately
$.85 per share, net of
issuance costs of $131,708 291,838 292 116,062 - - - - 116,354
Issuance of common stock for
services in January, valued
at approximately $.85 per
share 52,848 53 45,101 - - - - 45,154
Conversion of note payable
to common stock 66,029 66 109,977 - - - - 110,043
Issuance of common stock for
services in February 63,440 63 53,861 - - - - 53,924
Issuance of common stock for
services in April 1,500,000 1,500 629,705 (244,156) - - - 387,049
Amortization of deferred
stock compensation - - - 45,247 - - - 45,247
Issuance of common stock for
acquisition in June, net of
acquisition costs of
$46,753 3,033,014 3,033 886,155 - - - - 889,188
Treasury stock repurchased
by Company in June, at cost - - - - - (285,000) (285) (285)
Net loss - - - - (767,202) - - (767,202)
--------- ------ ---------- ------------ ----------- -------- ------ ---------
Balance, June 30, 1999 6,007,169 6,007 1,982,067 (198,909) (949,496) (285,000) (285) 839,384
Exercise of warrants in July 68,400 69 58,197 - - - - 58,266
Fair value of options issued
to employees and consultants - - 74,226 - - - - 74,226
Amortization of deferred
stock compensation - - - 39,492 - - - 39,492
Net loss - - - - (662,460) - - (662,460)
--------- ------ ---------- ------------ ----------- -------- ------ ---------
Balance, September 30, 1999 6,075,569 $6,076 $2,114,490 $(159,417) $(1,611,956) (285,000) $(285) $ 348,908
========= ====== ========== ============ =========== ======== ====== =========
</TABLE>
See accompanying notes to interim consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Interim Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
Period from
December 10, 1997
Three months ended (inception) to
September 30, September 30,
1999 1998 1999
------------------------------------- ------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Cash flows from operating activities:
Loss for the period $(662,460) $(38,978) $(1,611,956)
Items not affecting cash:
Depreciation and amortization 9,649 366 15,605
Stock options issued to employees
and consultants 74,226 - 74,226
Common stock issued in exchange
for services - - 506,591
Amortization of deferred stock
compensation 39,492 84,739
Discount on notes payable - - 8,407
Changes in operating assets and liabilities:
Accounts receivable (35,511) (1,608) (50,239)
Prepaid expenses 31,097 - (2,853)
Other current assets 24,899 242 (24,357)
Accounts payable and accrued liabilities 21,220 21,133 89,486
--------- -------- -----------
Net cash used in operating activities (497,388) (18,845) (910,351)
--------- -------- -----------
Cash flows from investing activities:
Purchase of property and equipment (100,917) (290) (117,294)
Purchase of intangible asset - - (3,486)
--------- -------- -----------
Net cash used in investing activities (100,917) (1,260) (120,780)
--------- -------- -----------
Cash flows from financing activities:
Proceeds from issuance of notes payable - 19,135 110,043
Proceeds from issuance of bridge loan - - 17,088
Repayment of bridge loan - - (17,088)
Cash acquired in acquisition - - 888,932
Proceeds from exercise of share
purchase warrants 58,266 - 58,266
Net proceeds from sale of common stock - - 229,660
--------- -------- -----------
Net cash provided by financing activities 58,266 19,135 1,286,901
--------- -------- -----------
Net increase (decrease) in cash and cash
equivalents (540,039) - 255,770
Cash and cash equivalents at beginning of period 795,809 - -
--------- -------- -----------
Cash and cash equivalents at end of period $ 255,770 $ - $ 255,770
========= ======== ===========
Supplemental disclosure of non-cash financing activities:
Notes payable converted into common stock $ - $ - $ 110,043
Deferred stock compensation - - 159,417
Discount on notes payable - - 8,407
Common stock issued for services - - 506,591
Options issued for services 74,226 - 74,226
Treasury stock acquired - - 285
</TABLE>
See accompanying notes to interim consolidated financial statements.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Interim Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)
Three months ended September 30, 1999
Period from December 10, 1997 (inception) to September 30, 1999
- --------------------------------------------------------------------------------
1. Nature of development stage activities:
Mex-Trans Seafood Consulting, Inc. was incorporated in Texas on February 13,
1989 and was a holding company prior to its merger with Reconnaissance
Technologies Inc. ("Reconnaissance"). In anticipation of the merger, a shell
company was incorporated in Nevada in April, 1999 and Mex-Trans Seafood
Consulting, Inc. was merged into it, with PCsupport.com, Inc. ("PCS"), as
the surviving company. PCS had no substantive operations. In June 1999, PCS
merged with Reconnaissance, with PCsupport.com, Inc. (the "Company") being
the surviving corporation (note 2(a)). The Company is currently in the
business of developing and commercializing support services for the personal
computer market. The Company believes that its first commercial applications
will be providing daily secured backup of personal computer hard-drives over
the Internet, overnight laptop replacements and an aggregation of web-based
computer support services.
These interim consolidated financial statements have been prepared on a
going concern basis in accordance with United States generally accepted
accounting principles. The going concern basis of presentation assumes the
Company will continue in operation for the foreseeable future and will be
able to realize its assets and discharge its liabilities and commitments in
the normal course of business. Certain conditions, discussed below,
currently exist which raise substantial doubt upon the validity of this
assumption. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
The Company's future operations are dependent upon the market's acceptance
of its services and the Company's ability to secure cost effective third
party license service supply agreements. There can be no assurance that the
Company's services will be able to secure market acceptance or that cost
effective license and service supply agreements will exist or continue to
exist. As of September 30, 1999, the Company is considered to be in the
development stage as the Company has not generated significant revenues, is
continuing to develop its business, and has experienced negative cash flow
from operations. Operations have primarily been financed through the
issuance of common stock. The Company does not have sufficient working
capital to sustain operations until September 30, 2000. Additional debt or
equity financing will be required and may not be available or may not be
available on reasonable terms.
2. Basis of presentation:
(a) Reverse take-over and basis of presentation:
On June 23, 1999, PCS merged with Reconnaissance, with Reconnaissance's
stockholders receiving the largest number of shares and control of the
Company, PCSupport.Com, Inc. Accordingly, Reconnaissance is deemed the
accounting acquiror for financial statement purposes.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Interim Consolidated Financial Statements, page 2
(Unaudited)
(Expressed in U.S. Dollars)
Three months ended September 30, 1999
Period from December 10, 1997 (inception) to September 30, 1999
- --------------------------------------------------------------------------------
2. Basis of presentation (continued):
(a) Reverse take-over and basis of presentation (continued):
The acquisition is accounted for as a reverse take-over using the
purchase method. The Company's historical financial statements reflect
the financial position, results of operations and cash flows of
Reconnaissance from the date of its incorporation on December 10, 1997
under the Company Act (British Columbia). On June 20, 1999,
Reconnaissance continued its incorporation into Wyoming. The historical
stockholders' equity gives effect to the shares issued to the
stockholders of Reconnaissance. The results of operations of PCS are
included from the date of acquisition, June 23, 1999.
(b) Basis of consolidation:
These interim consolidated financial statements have been prepared
using generally accepted accounting principles in the United States.
The interim financial statements include the accounts of the Company's
wholly-owned subsidiary, Reconnaissance International Ltd. and all
adjustments, consisting solely of normal recurring adjustments, which
in management's opinion are necessary for a fair presentation of the
financial results for the interim periods. The financial statements
have been prepared consistent with the accounting policies described in
the Company's Annual Report in Form 10-KSB filed with the Securities
and Exchange Commission for the year ended June 30, 1999 and should be
read in conjunction therewith. Certain comparative figures have been
reclassified to conform to the presentation adopted in the current
period.
(c) Use of estimates:
The preparation of interim consolidated financial statements in
accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and
reported revenues and expenses for the reporting periods. Actual
results may significantly differ from these estimates.
(d) Net loss per share:
Basic loss per share is computed using the weighted average number of
common stock outstanding during the periods. Diluted loss per share is
computed using the weighted average number of common and potentially
dilutive common stock outstanding during the period. As the Company has
a net loss in each of the periods presented, basic and diluted net loss
per share is the same.
Excluded from the computation of diluted loss per share for the three
months ended September 30, 1999 are warrants to purchase 243,438
(September 30, 1998 - nil) shares of common stock and options to
purchase 527,950 (September 30, 1998 - nil) shares of common stock
because their effects would be anti-dilutive.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Interim Consolidated Financial Statements, page 3
(Unaudited)
(Expressed in U.S. Dollars)
Three months ended September 30, 1999
Period from December 10, 1997 (inception) to September 30, 1999
- --------------------------------------------------------------------------------
2. Basis of presentation (continued):
(d) Net loss per share (continued):
Excluded from the computation of diluted loss per share for the three
months ended September 30, 1998 are 39,787 shares of potential common
stock resulting from the assumed conversion of convertible notes
payable because their effects would be anti-dilutive.
3. Stockholders' equity:
(a) Stock options and stock-based compensation:
On July 2, 1999, the Company adopted a fixed stock option plan that
provides for the issuance of incentive and non-qualified stock options
to officers, directors, employees, and consultants to acquire shares of
the Company's common stock.
The Board of Directors determines the terms of the options granted,
including the number of options granted, the exercise price and the
vesting schedule. The exercise price for qualified incentive stock
options shall not be less than the fair market value of the underlying
stock at the date of grant, and have terms no longer than five years
from the date of grant.
Between July 2 and September 30, 1999, the Company recorded non-cash
compensation expense of $74,226 related to the issuance of options to
purchase 527,950 shares of common stock to employees and consultants.
The options have exercise prices ranging from $1.00 to $2.00 and have a
vesting period ranging from immediate up to 36 months.
(b) Warrants
<TABLE>
<CAPTION>
Outstanding warrants
----------------------------------
Expiry dates Exercise price per share September 30, 1999 June 30, 1999
------------ ------------------------ ------------------ -------------
<S> <C> <C> <C>
January, 2000 $0.85 20,000 20,000
various (i) $1.34 223,438 291,838
------- -------
243,438 311,838
======= =======
</TABLE>
(i) Between January 26, 1999 and February 18, 1999, the Company
issued warrants to purchase 291,838 shares of common stock which
are exercisable at $0.85 per share for a period expiring three
months after the completion of an initial public offering by the
Company of its common shares at a price per share of $0.85 prior
to July 18, 1999 and $1.34 per share thereafter. If the Company
completes a financing of common shares for gross proceeds in
excess of $400,000 Cdn. prior to the expiry of the warrants and
the common shares are sold in excess of the exercise price, the
warrant exercise price will increase to the offering price per
share if the warrants are not exercised within 10 days.
In July, 1999, warrants to purchase 68,400 common shares at
$0.85 were exercised.
<PAGE>
PCSUPPORT.COM, INC. AND SUBSIDIARY
(A Development Stage Enterprise)
Notes to Interim Consolidated Financial Statements, page 4
(Unaudited)
(Expressed in U.S. Dollars)
Three months ended September 30, 1999
Period from December 10, 1997 (inception) to September 30, 1999
- --------------------------------------------------------------------------------
4. Uncertainty due to the Year 2000 Issue:
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the Year 2000 Issue
may be experienced before, on, or after January 1, 2000, and, if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failure which could affect an entity's
ability to conduct normal business operations. The Company is currently
working on their Year 2000 preparations. However, it is not possible to be
certain that all aspects of the Year 2000 Issue affecting the entity,
including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
2.1* Articles of Incorporation of the Company dated as of April 5,
1999.
2.2* Articles/Certificate of Merger of the Company dated as of
April 5, 1999.
2.3* Certificate of Correction of the Company dated as of June 2,
1999.
2.4* Articles of Merger of the Company dated as of June 21, 1999.
2.5* Bylaws of the Company.
3.1* Form of Warrant issued to former RTI warrantholders in
connection with the Merger.
3.2* Form of Warrant issued to Advanced in connection with the
Merger.
5.1* Plan of Reorganization and Merger dated as of May 5, 1999
between the Company and RTI.
5.2* Contract for Services dated as of June 23, 1999 between the
Company and The Dromond Techonologies Group.
5.3* Consulting Contract dated as of April 1, 1999 between RTI and
Strategic Catalysts Inc.
5.4* Employment and Consulting Contract dated as of July 9, 1999
between the Company and Clifford Rowlands.
5.5* Service Supply Agreement dated as of June 8, 1998 between RTI
and StorageTek Canada Inc.
5.6* Service Contract dated as of April 1, 1999 between the Company
and Unisys of Canada Inc.
5.7* Letter of Intent dated as of October 6, 1999 between the
Company and Go Figure Technology Inc.
5.8* Agreement dated as of June 21, 1999 between the Company and
Communicate.com Inc.
5.9* Directors, Officers and Employee Stock Option Plan approved on
July 2, 1999.
5.10* Stock Option Agreement dated as of June 28, 1999 between the
Company and Michael McLean.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
5.11* Stock Option Agreement dated as of June 28, 1999 between the
Company and Steve Macbeth.
5.12* Stock Option Agreement dated as of June 28, 1999 between the
Company and David Rowat.
5.13* Stock Option Agreement dated as of June 15, 1999 between the
Company and Clifford Rowlands.
5.14* Stock Option Agreement dated as of June 28, 1999 between the
Company and Benjamin Catalano.
5.15* Stock Pooling and Escrow Agreement dated as of July 31, 1999
among the Company, Advanced Financial Services Inc., Alan
Ackerman, David Rowat, Clifford Rowlands, Michael McLean,
Steve Macbeth, The Dromond Group Ltd., and Owen, Bird.
5.16* Offer to Sub-Lease dated as of April 22, 1999 among Electronic
Arts (Canada), Inc., RTI, and Beutel Goodman Real Estate
Group.
5.17* Lease dated as of March, 26, 1992 between The Canada Life
Assurance Company and Osiware Inc.
5.18* Assignment Agreement dated as of July 29, 1997 among Infonet
Software Solutions Inc., Electronic Arts (Canada), Inc., and
547495 Ontario Limited.
5.19* Consulting Agreement dated as of September 1, 1999 between the
Company and Irwin Olian.
5.20* Consulting Contract dated as of August 6, 1999 between the
Company and M.A. Levy & Assoc.
5.21* Consulting Agreement dated as of June 1, 1998 between RTI and
Rick Mark & Associates.
5.22* First Amendment to Consulting Agreement dated as of January
25, 1999 between RTI and Rick Mark & Associates.
5.23* Mutual Release dated as of May 19, 1999 between RTI and Rick
Mark & Associates.
5.24* Letter dated as of May 20, 1999 from RTI to Rick Mark &
Associates giving notice of termination.
27 Financial Data Schedule
</TABLE>
* Incorporated by reference from the Company's filing on Form 10-SB on October
18, 1999.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this first amendment to its registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
PCSupport.com, Inc.
- --------------------------------------------------------------------------------
(Registrant)
Date: November 22, 1999
By: /s/ Michael G. McLean
___________________________________________
Michael G. McLean
President and Chief Executive Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS BEING FILED AS PART OF THE FIRST AMENDMENT TO THE COMPANY'S
REGISTRATION STATEMENT ON FORM 10-SB, TO WHICH THIS SCHEDULE IS AN EXHIBIT, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1999
<PERIOD-START> JUL-01-1998 JUL-01-1999
<PERIOD-END> JUN-30-1999 SEP-30-1999
<CASH> 795,809 255,770
<SECURITIES> 0 0
<RECEIVABLES> 14,728 50,239
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 893,743 333,219
<PP&E> 11,210 102,756
<DEPRECIATION> 4,547 14,196
<TOTAL-ASSETS> 907,650 438,394
<CURRENT-LIABILITIES> 68,266 89,486
<BONDS> 0 0
0 0
0 0
<COMMON> 1,988,074 2,120,566
<OTHER-SE> (1,148,690) (1,771,658)
<TOTAL-LIABILITY-AND-EQUITY> 907,650 438,394
<SALES> 99 706
<TOTAL-REVENUES> 99 8,559
<CGS> (86) (710)
<TOTAL-COSTS> (760,702) (670,309)
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (6,513) 0
<INCOME-PRETAX> (767,202) (662,460)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (767,202) (662,460)
<EPS-BASIC> (0.46) (0.11)
<EPS-DILUTED> (0.46) (0.11)
</TABLE>
