DESTINY MEDIA TECHNOLOGIES INC
10-Q, 2000-07-18
BUSINESS SERVICES, NEC
Previous: NET2000 COMMUNICATIONS INC, 8-K, EX-99.1, 2000-07-18
Next: DESTINY MEDIA TECHNOLOGIES INC, 10-Q, EX-27, 2000-07-18



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)
              (X)QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2000

                                       OR

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

For the transition period from ____________________to______________________

Commission file number: 0-028259

                         DESTINY MEDIA TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

           Colorado                                     84-1516745
           --------                                     ----------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

 555 West Hastings Street, Suite 950, Vancouver, British Columbia Canada V6B 4N4
 -------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (604) 609-7736

         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 since May 16, 1992 and (2) has been subject to the above filing
requirements for the past 90 days.

Yes  X   No __
    ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes ___ No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of May 31, 2000. Common Stock, no par value
22,501,000 Shares.

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS.

                  Attached hereto and incorporated herein by reference.
                  Interim Consolidated Financial Statements of

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                           (Expressed in U.S. Dollars)

                                  May 31, 2000





<PAGE>
<TABLE>
<CAPTION>
                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                       Interim Consolidated Balance Sheet
                           (Expressed in U.S. Dollars)

                                                                  May 31,           August 31,
                                                                   2000                1999
                                                               ------------        ------------
                                                               (unaudited)

                                        Assets

<S>                                                            <C>                 <C>
Current asset:
     Cash                                                      $    549,444        $          -
     Accounts receivable                                             11,420                   -
     Shareholder loans                                               54,652                   -
     Prepaids                                                        24,889                   -
                                                               ------------        ------------

     Total current assets                                           640,405                   -

Property and equipment, net                                         104,621                   -
Intellectual property, net                                          143,591             594,236
Products under development, net                                     140,034                   -
Goodwill, net                                                        89,880                   -
                                                               ------------        ------------

                                                               $  1,118,531        $    594,236
                                                               ============        ============


                         Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued liabilities                  $     74,297        $          -
     Loans payable                                                       -              594,236
                                                               ------------        ------------

                                                                     74,297             594,236

Long-term debt                                                      191,684                   -

Stockholders' equity:
     Common stock, authorized 100,000,000 shares, with a
       par value of $0.001 per share; with 22,501,000 shares
       issued and outstanding at May 31, 2000                        22,501               5,950
     Additional paid-in capital                                   1,806,524              53,550
     Deficit accumulated during the development stage              (975,181)            (59,500)
     Cumulative translation adjustment                               (1,294)                  -
                                                               ------------        ------------

     Total stockholders' equity                                     852,550                   -
                                                               ------------        ------------

                                                               $  1,118,531        $    594,236
                                                               ============        ============
</TABLE>

See accompanying notes to interim consolidated financial statements.

                                       1

<PAGE>
<TABLE>
<CAPTION>
                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                  Interim Consolidated Statements of Operations
                           (Expressed in U.S. Dollars)
                                                                                                        Period from
                                                                                                      August 24, 1998
                                                 Nine months ended          Three months                 (inception)
                                                May 31,      May 31,       May 31,        May 31,         to May 31,
                                                 2000         1999          2000           1999             2000
                                              ----------   ---------     ----------    -----------    ---------------
                                                     (unaudited)                (unaudited)             (unaudited)
<S>                                           <C>          <C>           <C>           <C>            <C>
Sales                                         $  11,636    $ -           $   7,956     $   -          $    11,636

Operating expenses
     Advertising and promotion                  109,264      -              85,500         -               109,264
     Amortization                                66,809      -              31,904         -                66,809
     Bank charges and interest                    2,958      -                 982         -                 2,958
     Consulting                                  27,510      -              22,378         -                27,510
     Filings and listings                         8,308         450          8,233         -                 8,758
     Financing                                   16,832      -              -              -                16,832
     Management fees                            104,534      27,125         49,583         11,833          143,492
     Marketing                                  121,119      -              73,944         -               121,119
     Meals and entertainment                      2,756      -               1,385         -                 2,756
     Office and miscellaneous                    13,508       6,689          6,824          2,684           22,882
     Professional fees                           74,228       1,681         52,722            287           76,196
     Rent                                        31,554       5,300         14,124          2,700           39,554
     Repairs and maintenance                      2,565      -               2,083         -                 2,565
     Shareholder relations & transfer agent      17,784         600         12,732            150           18,534
     Subcontracts                                33,818      -              17,138         -                33,818
     Trademark                                    5,810      -              -              -                 5,810
     Telephone and telecommunications            24,020      -              12,295         -                24,020
     Travel                                      19,909      -              14,685         -                19,909
     Wages and benefits                         199,908      -             102,670         -               199,908
     Write-off of goodwill                        8,777      -               8,777         -                 8,777
     Write-off of products under development      4,398      -               4,398         -                 4,398
     Write-off of in-process research and
       development                               33,846      -              -              -                33,846
                                              ----------   ---------     ----------    -----------    -------------

                                                930,215      41,845        522,357         17,654          989,715
Interest income                                   2,898      -                 907         -                 2,898
                                              ----------   ---------     ----------    -----------    -------------

Loss for the period                           $(915,681)   $(41,845)     $(513,494)    $   (17,654)   $   (975,181)
                                              ==========   =========     ==========    ============   =============

Net loss per common share, basic and diluted  $  (0.043)   $ (0.004)     $  (0.023)    $    (0.001)   $     (0.062)
                                              ==========   =========     ==========    ============   =============



Weighted average common shares
   outstanding, basic and diluted            21,180,128    9,734,615    22,501,000      16,822,826      15,615,309
                                             ===========   =========    ==========     ============   =============
</TABLE>

See accompanying notes to interim consolidated financial statements.

                                       2

<PAGE>
<TABLE>
<CAPTION>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

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

                     For the nine months ended May 31, 2000
             Period from August 24, 1998 (inception) to May 31, 2000


                                                                             Deficit
                                                                         Accumulated
                                      Common Stock             Other          During   Cumulative            Total
                                  ---------------------      Paid-In     Development  Translation    Stockholders'
                                    Shares      Amount       Capital           Stage   Adjustment           Equity
                                  ----------    -------    ----------    -----------  -----------    -------------
<S>                               <C>           <C>        <C>           <C>            <C>            <C>
Balance, August 24, 1998                  -     $    -     $       -     $        -     $       -      $         -

     Common stock issued for
       cash                       17,850,000     17,850        41,650             -             -            59,500

     Net loss                             -          -             -         (59,500)           -           (59,500)
                                  ----------    -------    ----------    ------------   ----------     -------------

Balance, August 31, 1999          17,850,000     17,850        41,650        (59,500)           -                -

     Common stock issued for
       cash                        1,360,276      1,360     1,148,302             -             -         1,149,662
     Common stock issued on
       acquisition                 1,800,000      1,800        (1,200)            -             -               600
     Common stock issued for
       retirement of debt          1,490,724      1,491       617,772             -             -           619,263

     Cumulative translation
       adjustment                         -          -             -              -         (1,294)          (1,294)

     Net loss                             -          -             -        (915,681)           -          (915,681)
                                  ----------    -------    ----------    ------------   ----------     -------------

Unaudited balance,
   May 31, 2000                   22,501,000    $22,501    $1,806,524    $  (975,181)   $   (1,294)    $    852,550
                                  ==========    =======    ==========    ============   ===========    =============

</TABLE>


See accompanying notes to interim consolidated financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                  Interim Consolidated Statement of Cash Flows
                           (Expressed in U.S. dollars)
                                                                                                                         Period from
                                                                                                                  August 24, 1998
                                                           Nine months ended             Three months ended         (inception)
                                                         May 31,        May 31,         May 31,        May 31,        to May 31,
                                                          2000           1999            2000           1999           2000
                                                      -----------    -----------     -----------    -----------     -----------
                                                             (unaudited)                      (uaudited)            (unaudited)
Cash flows from operating activities:

Operations:
<S>                                                   <C>            <C>             <C>            <C>            <C>
   Loss for the period                                $ (915,681)    $  (41,845)     $ (513,494)    $  (17,654)    $  (975,181)
   Items not involving cash:
    Depreciation                                          66,809             -           31,904             -           66,809
    Write-off of goodwill                                  8,777             -            8,777             -            8,777
    Write-off of products under development                4,398             -            4,398             -            4,398
    Write-off of in-process research and development      33,846             -                              -           33,846
   Changes in operating asset and liabilities:
     Accounts receivable                                  (2,917)            -           (8,709)            -           (2,917)
     Prepaid expenses                                    (25,549)            -           (5,059)            -          (25,549)
     Intellectual property                                  (680)            -             (680)            -             (680)
     Products under development                           (6,394)            -           (6,394)            -           (6,394)
     Accounts payable                                     59,911             -           70,015             -           59,911
                                                      -----------    -----------     -----------    -----------     -----------

   Net cash used in operating activities                (777,480)       (41,845)       (419,242)       (17,654)       (836,980)
                                                      -----------    -----------     -----------    -----------     -----------

Cash flows from investing activities:
   Cash acquired on acquisition                          250,719             -               -              -          250,719
   Purchase of property and equipment                    (42,526)            -          (19,121)            -          (42,526)
                                                      -----------    -----------     -----------    -----------     -----------

   Net cash provided by investing activities             208,193             -          (19,121)            -          208,193
                                                      -----------    -----------     -----------    -----------     -----------

Cash flows from financing activities:
   Long-term debt                                         22,734             -               -              -           22,734
   Shareholder loan                                      (54,651)            -           93,005             -          (54,651)
   Net proceeds from issuances of
     common stock and subscriptions                    1,149,662             -               -              -        1,209,162
                                                      -----------    -----------     -----------    -----------     -----------

   Net cash provided by financing activities           1,117,745             -           93,005             -        1,177,245
                                                      -----------    -----------     -----------    -----------     -----------

Net increase (decrease) in cash and
   cash equivalents during the period                    548,458        (41,845)       (345,358)       (17,654)        548,458
Effect of foreign exchange rate changes on cash              986            -             4,536             -              986

Cash and cash equivalents at beginning of period               -         59,500         890,266         35,309              -
                                                      -----------    -----------     -----------    -----------     -----------

Cash and cash equivalents at end of period            $  549,444     $   17,655      $  549,444     $   17,655      $  549,444
                                                      ===========    ===========     ===========    ===========     ===========



Supplementary disclosure:
     Non-cash transactions:
         Stock issued to acquire Destiny
           Software Productions Inc.        $                600     $       -       $       -      $        -      $      600
         Stock issued for retirement of debt             619,263             -               -               -         619,263
</TABLE>


See accompanying notes to interim consolidated financial statements.

                                       4

<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

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

                                   (Unaudited)
                     For the nine months ended May 31, 2000

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


1.   Organization

     Destiny Media  Technologies Inc. (the "Company") was incorporated in August
     24, 1998 as Euro  Industries  Ltd. under the laws of the State of Colorado.
     On October  19,  1999,  the  Company's  name was  changed to Destiny  Media
     Technologies Inc.

     During the period from incorporation on August 24, 1998 to August 31, 1998,
     the Company earned no revenue and incurred no expenses.


2.   Future operations

     From inception of the business,  the Company has incurred cumulative losses
     of $975,181 and used cash for operating activities of $836,980.

     These  financial  statements  have been prepared on the going concern basis
     under  which an entity is  considered  to be able to realize its assets and
     satisfy its liabilities in the ordinary  course of business.  Operations to
     date  have  been   primarily   financed  by   long-term   debt  and  equity
     transactions.  The Company's future operations are dependent upon continued
     support by  creditors  and  shareholders,  the  achievement  of  profitable
     operations and the  successful  completion of  management's  plan to obtain
     additional  equity  financing.  There can be no assurances that the Company
     will be successful.  The consolidated  financial  statements do not include
     any adjustments relating to the recoverability of assets and classification
     of assets and  liabilities  that might be  necessary  should the Company be
     unable to continue as a going concern.


3.   Acquisition

     On October 20, 1999,  1,800,000  common shares were issued for the purchase
     of Destiny Software Productions Ltd. ("Destiny Software"). Destiny Software
     is  a  high-tech   development   company  that  develops  video  and  audio
     compression  software  and to a lesser  extent  design and  development  of
     computer games. The transaction has been recorded under the purchase method
     of  accounting.  The  Company's  interest  in the net assets  acquired,  at
     assigned values are estimated to be as follows:

                                       5

<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

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

                                   (Unaudited)
                     For the nine months ended May 31, 2000

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


3.   Acquisition, continued
<TABLE>
<CAPTION>
                                                           Canadian             U.S.
                                                        --------------     -------------
<S>                                                     <C>                <C>
     Cash                                               $      370,387     $     250,719
     Other current assets                                       12,885             8,722
     Capital assets                                            135,878            91,977
     Intellectual property                                     250,000           169,227
     Products under development                                206,804           139,988
     Goodwill                                                  170,606           115,485
     Acquired in process research and development               50,000            33,846
     Current liabilities                                       (21,922)          (14,839)
     Long-term liabilities                                  (1,173,752)         (794,525)
                                                        --------------     -------------

                                                        $          886     $         600
                                                        --------------     -------------

     Consideration
         1,800,000 common shares                                           $         600
                                                        --------------     -------------
</TABLE>


     These  above  indicated  values for net assets are  considered  preliminary
     estimates only and are subject to change.

     Acquired in process research and development is valued based on accumulated
     expenditures incurred to date on specifically  identified products that are
     in the early  stages of  development.  Goodwill has been valued as equal to
     the excess of the fair value of the consideration given over the fair value
     of the net identifiable assets and liabilities acquired.

     The fair market value of the  consideration  paid for the  acquisition  was
     based  on the  trading  price  of the  Company's  shares  at the  time  the
     transaction was initially discussed.  At that time, there had been only one
     significant  block of shares traded.  The per share value of this trade was
     considered representative of fair market value.

     A 20%  shareholder of the Company owned 100% of the  outstanding  shares of
     Destiny Software.

                                       6

<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

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

                                   (Unaudited)
                     For the nine months ended May 31, 2000

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

4.   Significant accounting policies

     (a) Basis of presentation

         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
         subsidiaries,   Destiny   Software   Productions  Inc.  and  Wonderfall
         Productions  Inc.,  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 financial statements for
         the  period  ended  August 31,  1999 and should be read in  conjunction
         therewith.  For United States  accounting and reporting  purposes,  the
         Company is considered to be in the development  stage as it is devoting
         all of its efforts to developing its business operations.

         Certain comparative figures have been reclassified to conform to the
         presentation adopted in the current year.

     (b) Research and development costs

         Research costs are expensed as incurred. Internal development costs are
         expensed as incurred unless they meet certain  criteria under generally
         accepted accounting principles for deferral and amortization.  Software
         and related development costs, after the establishment of technological
         feasibility and commercial viability, are capitalized as products under
         development   until  the  product  is  ready  for  general  release  to
         customers.  Amortization is provided on a product by product basis over
         the estimated economic life of the product,  not to exceed three years.
         Amortization  commences  when the  product  is  available  for  general
         release to customers.

     (c) Revenue recognition

         The Company  recognizes  revenue when title has passed to the customer,
         the  collectibility of the consideration is reasonably  assured and the
         Company has no significant remaining performance obligations.

     (d) Capital assets

         Capital assets are carried at cost less accumulated amortization.
         Amortization is calculated annually as follows:

             Furniture and fixtures      Declining balance             20%
             Computer equipment          Declining balance             30%
             Computer software           Straight-line                 50%
             Leasehold improvements      Straight-line          Lease-term

                                       7

<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

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

                                   (Unaudited)
                     For the nine months ended May 31, 2000

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

4.   Significant accounting policies, continued

     (e) Products under development

         Products under development  represent products that have been developed
         to  the  stage  of a  working  model  and  are  carried  at  cost  less
         accumulated  amortization.  Amortization is provided on a straight-line
         basis over two years.

     (f) Goodwill

         Goodwill  represents the excess of the cost to acquire  businesses over
         the fair market  value of the net assets  acquired.  These  amounts are
         amortized  on a  straight-line  basis over  three  years.  The  Company
         periodically evaluates the recoverability of goodwill and recognizes an
         impairment  loss if the  projected  undiscounted  future cash flows are
         less than the carrying amount.  The amount of the impairment charge, if
         any, is measured  based on the discounted  future  operating cash flows
         reflecting the Company's  average cost of funds.  The assessment of the
         recoverability  of  goodwill  will  be  impacted  if  estimated  future
         operating cash flows differ from those estimates.

     (g) Stock split

         These financial statements and related notes have been adjusted to give
         retroactive  effect to a  three-for-one  common share stock split which
         occurred December 31, 1999.

     (h) Use of estimates

         The  preparation of financial  statements in accordance  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial statements and the reported amount of revenue and
         expenses  during the reporting  period.  Actual amounts may differ from
         these estimates.

     (i) Income taxes

         The Company  follows the asset and liability  method of accounting  for
         income taxes.  Deferred tax assets and liabilities are recognized based
         on the estimated  future tax  consequences  attributable to differences
         between the financial statement carrying amounts of existing assets and
         liabilities  and their  respective  tax basis.  Deferred tax assets and
         liabilities are measured using enacted tax rates in effect for the year
         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 income in the period that  includes the
         enactment  date. To the extent that the  realizability  of deferred tax
         assets is not  considered  by  management to be more likely than not, a
         valuation allowance is provided.


                                       8

<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

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

                                   (Unaudited)
                     For the nine months ended May 31, 2000

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

4.   Significant accounting policies, continued

     (j) Net loss per common share

         Basic loss per share is computed by dividing  net loss by the  weighted
         average number of common shares outstanding during the period.  Diluted
         loss per share is computed  including in the weighted average number of
         common  shares   outstanding,   potentially   dilutive   common  shares
         outstanding  during the  period.  As the  Company had a net loss in the
         period presented, basic and diluted net loss per share is the same.

     (k) Foreign currency

         Transactions  denominated  in foreign  currencies are translated at the
         rate prevailing at the time of the transactions.

         At the balance sheet date, monetary assets and liabilities  denominated
         in a foreign  currency are  translated at the current rate of exchange.
         Exchange  gains and losses  arising on  translation  or  settlement  of
         foreign  currency  denominated  monetary  items  are  included  in  the
         determination of net income for the current period.


5.   Related party transactions

     The Company issued shares to settle a long-term note receivable outstanding
     to a  significant  shareholder.  The  Company  also  advanced  $54,652 to a
     shareholder. The advance related to ongoing financing of the Company.



6.   Operating leases

     The Company leases office facilities in British Columbia under an operating
     lease  agreement  that expires May 31, 2001.  Additional  premises  will be
     leased beginning June 1, 2000. Minimum lease payments to May 31, 2001 under
     these operating leases are $109,710.





                                       9
<PAGE>

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


The following information contains certain forward-looking statements that
anticipate future trends or events. These statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including but not limited to the risks of increased competition in the Company's
industry and other risks detailed in the Company's Securities and Exchange
Commission filings. Accordingly, actual results may differ, possibly materially,
from the predictions contained herein.

During the three months ended May 31, 2000, the Company experienced a net loss
of $513,494 as compared to a net loss of $17,654 for the three months ended May
31, 1999. The increase was due to a significant expansion of operations which
began in the first quarter of Fiscal 2000 and continued in the second and third
quarters. During this time the Company hired additional personnel; expanded its
facilities in the corporate headquarters; began additional research and
development; and, enlarged its marketing operations. The overall result was a
net loss of $513,494 for the third quarter of Fiscal 2000 and a net loss for the
first nine months of Fiscal 2000 of $915,681.

RESULTS OF OPERATIONS:

Reference is made to Item 2, "Management's Discussion and Analysis or Plan of
Operation" included in the Company's registration statement on Form 10-SB for
the year ended August 31, 1999, as amended, on file with the Securities and
Exchange Commission. The following discussion and analysis pertains to the
Company results of operations for the three-month and nine-month periods ended
May 31, 2000, compared to the results of operations for the three-month and
nine-month periods ended May 31, 1999, and to changes in the Company's financial
condition from August 31, 1999 to May 31, 2000.

THREE MONTHS ENDED May 31, 2000 and 1999:

For the third quarter of the current fiscal year, ending May 31, 2000, sales
were $7,956 as compared to nil for the same quarter of the previous year. The
modest sales were a result of the fact that the Company is currently engaged
primarily in research and development of its software products relating to
internet audio applications and did begin a significant marketing campaign for
these products until the end of the nine months ended May 31, 2000.

Operating expenses for the Company were $522,357 for the third quarter up from
$17,654 for the third quarter of last year. Because of the Company's expansion
in operations, increases occurred in every category of operating expenses. The
most significant expenses occurred in the categories of wages and benefits
($102,670); advertising and promotion ($85,500); amortization ($31,904);
consulting ($22,378); management fees ($49,583); marketing ($73,944); and,
professional fees ($52,722).


<PAGE>

The net loss for the quarter was $513,494 which represents a substantial
increase over the third quarter of last year when the net loss was $17,654. The
increase in the net loss was due to significant increases in all categories of
operating expenses over the prior period which resulted from the expansion of
operations described in the preceding paragraph.

The loss per share (fully diluted) was ($0.02) for the three months ended May
31, 2000 compared to $0.00 for the three months ended May 31, 2000.

NINE MONTHS ENDED MAY 31, 2000:

Sales in the first nine months ended May 31, 2000 were $11,636 compared to nil
for the nine months ended May 31, 1999. As was the case for the three months
period ended May 31, 2000, the modest sales were a result of the fact that the
Company is currently engaged primarily in research and development of its
software products relating to internet audio applications and did not begin a
significant marketing campaign for these products until the end of the nine
month period ended May 31, 2000.

Operating expenses for the Company were $930,215 for the nine months ended May
31, 2000 up from $41,845 for the nine months ended May 31, 1999. The primary
reasons for the increase of $888,370 are increases in virtually every category
of operating expenses because of the increase in business activity of the
Company during this time period.

The net loss for the nine months ended May 31, 2000 was ($915,681) which was an
increase of $888,370 over the net loss of ($41,845) for the nine months ended
May 31, 1999. The increase in net loss was due to increases in virtually every
category of operating activity because of the significant increase in business
activity by the Company.

The loss per share (fully diluted) was ($0.04) for the nine month period ended
May 31, 2000 compared to $0.00 for the nine months ended May 31, 1999.



<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its cash flow requirements through cash
flows generated from financing activities. Cash provided by financing activities
which occurred during the nine months ended May 31, 2000 was $1,117,745.This
resulted in an increase in cash and cash equivalents during the nine month
period of $548,458. The effect of foreign exchange rate changes on cash of $986
during the nine month period resulted in a cash and cash equivalent position of
$549,444 at the end of the period.

As of May 31, 2000 the Company had working capital of $566,108 which represented
an increase of $1,160,344 as compared to the working capital deficit of
($594,236) as of May 31, 2000. The increase in working capital was due to an
increase in cash of $549,444 and a decrease in loans payable of $594,236.

The Company has no external sources of liquidity in the form of credit lines
from banks.

Management believes that its available cash will be sufficient to fund the
Company's working capital requirements through August 31, 2000. The Company's
management further believes; however, that the Company does not have sufficient
liquidity to implement its expansion and acquisition strategies. As yet, no
investment banking agreements have been reached and there is no guarantee that
the Company will be able to raise the capital necessary to implement its
expansion plans.

IMPACT OF 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. Although the change in date has occurred, it is not possible to conclude
that all aspects of the Year 2000 Issue that may affect the company including
those related to customers, suppliers, or other third parties, have been fully
resolved.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISKS:

The Company does not have any derivative financial instruments as of May 31,
2000. However, the Company is exposed to interest rate risk.

The Company's interest income and expense are most sensitive to changes in the
general level of U.S. and Canadian interest rates. In this regard, changes in
U.S. and Canadian interest rates affect the interest earned on the Company's
cash equivalents as well as interest paid on debt.

FOREIGN CURRENCY RISK

The Company operates primarily in Canada. The Company's business and financial
condition is, therefore, sensitive to currency exchange rates or any other
restrictions imposed on its currency.


<PAGE>

                           Part II - OTHER INFORMATION

      Item 1.     Legal Proceedings - None
      Item 2.     Changes in Securities - None
      Item 3.     Default Upon Senior Securities - None
      Item 4.     Submission of Matters to a Vote of Securities Holders - None
      Item 5.     Other Information - None
      Item 6.(a)  Exhibit 27 - Financial Data Schedule
      Item 6.(b)  Reports on Form 8-K - None


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 DESTINY MEDIA TECHNOLOGIES INC.
                                          (Registrant)


Dated: July 18, 2000             /s/ Steve Vestergaard, President and Director
       -------------             ---------------------------------------------




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission