<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITYXPRESS.COM CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida None
- ---------------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1727 West Broadway, Suite 200
Vancouver, BC Canada V6J 4S5
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Postal Code)
Registrant's telephone number: (604) 638 - 3811
Securities to be registered under Section 12(b) of the Act:
None None
- ---------------------------------------- ------------------------------------
Title of each class to be so registered Name of each exchange on which each
class is to be registered
Securities to be registered under Section 12(g) of the Act:
Common Shares, Par Value of $0.001 per Share
- --------------------------------------------------------------------------------
(Title of Class)
Not Applicable
- --------------------------------------------------------------------------------
(Title of Class)
PAGE 1 OF ___ PAGES.
1
<PAGE> 2
NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for statements of historical fact, certain information contained
in this registration statement constitutes "forward-looking statements,"
including without limitation statements containing the words "believes,"
"anticipates," "intends," "expects" and words of similar import, as well as all
projections of future results. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results or achievements of the Company to be materially different from any
future results or achievements of the Company expressed or implied by such
forward-looking statements. Such factors include, but are not limited to the
following: the Company's limited operating history; undercapitalization; risks
involving new product development; unpredictability of future revenues;
competition; management of business growth; risks of technological change; the
Company's dependence on key personnel; ability to develop marketing
relationships with strategic partners; dependence on continued growth in use of
the Internet; the Company's ability to protect its intellectual property rights
and uncertainty regarding infringing intellectual property rights of others;
government regulations; and the other risks and uncertainties described in this
registration statement.
<PAGE> 3
CONSOLIDATED QUARTERLY
FINANCIAL STATEMENTS
(UNAUDITED)
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
(FORMERLY WELCOMETO SEARCH ENGINE, INC.)
SEPTEMBER 30, 1999
<PAGE> 4
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
[See Nature of Business and Liquidity - Note 1]
(UNAUDITED)
<TABLE>
<CAPTION>
As at September 30 (expressed in U.S. dollars)
SEPTEMBER 30 JUNE 30
1999 1999
- -------------------------------------------------------------------------------------------------
$ $
<S> <C> <C>
ASSETS
CURRENT
Cash 22,891 234,214
Accounts and other receivables 18,871 29,350
Prepaid expenses and deposits 166,358 38,762
- -------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 208,120 302,326
- -------------------------------------------------------------------------------------------------
Property and equipment, net 92,600 99,769
eCommerce technology, net 727,984 805,984
- -------------------------------------------------------------------------------------------------
1,028,704 1,208,079
=================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Bank indebtedness 6,870 7,999
Accounts payable and accrued liabilities 187,074 280,154
Deferred revenue 4,291 6,190
Loan payable [note 2] 71,183 72,704
- -------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 269,418 367,047
- -------------------------------------------------------------------------------------------------
Deferred tax liability 240,700 268,000
- -------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 510,118 635,047
- -------------------------------------------------------------------------------------------------
Commitments and contingencies [note 4]
STOCKHOLDERS' EQUITY
Share stock [note 3]
Common stock, $0.001 par value, 50,000,000 12,056 11,383
authorized, issued and outstanding - 20,566,453 in Sept 1999
and 19,893,333 in June 1999
Additional paid in capital 3,686,436 3,236,319
Other accumulated comprehensive income 20,379 19,625
Deficit accumulated during the development stage (3,200,285) (2,694,295)
- -------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 518,586 573,032
- -------------------------------------------------------------------------------------------------
1,028,704 1,208,079
=================================================================================================
</TABLE>
See accompanying notes
On behalf of the Board:
Director Director
/s/ Ken Bradley /s/ Phil Dubois
--------------- ---------------
<PAGE> 5
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
PERIOD FROM
THREE MONTHS THREE MONTHS OCTOBER 27, 1997
ENDED ENDED (INCEPTION) TO
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30,
1999 1998 1999
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE 4,315 -- 16,025
- -------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Sales and marketing 58,648 38,192 217,437
Product development and technology 222,013 45,055 804,608
Finance and administration 257,115 71,583 2,270,089
- -------------------------------------------------------------------------------------------------
537,776 154,830 3,292,134
- -------------------------------------------------------------------------------------------------
Net losses from operations (533,461) (154,830) (3,276,109)
Interest and miscellaneous income 171 -- 2,524
Deferred income tax recovery 27,300 -- 73,300
- -------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD (505,990) (154,830) (3,200,285)
=================================================================================================
COMPREHENSIVE LOSS
Net loss for the period (505,990) (154,830) (3,200,285)
Foreign currency translation 754 27,997 20,379
- -------------------------------------------------------------------------------------------------
COMPREHENSIVE LOSS (505,236) (126,833) (3,179,906)
=================================================================================================
Basic and diluted loss per share (0.02) (0.02)
=================================================================================================
</TABLE>
See accompanying notes
<PAGE> 6
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' DEFICIT
(UNAUDITED)
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED
TO BE COMMON DEVELOPMENT
ISSUED STOCK STAGE DEFICIT
# # $
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Deemed common shares issued to founders for cash -- 800 --
Deemed common shares issued for services -- 30 --
Deemed common shares issued for investment -- 50 --
Deemed common shares issued for cash -- 10 --
Acquisition and cancellation of shares -- (90) --
Deemed common shares to be issued -- -- --
Net loss for the period -- -- (1,096,067)
Foreign currency translation -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Deemed outstanding as of June 30, 1998 -- 800 (1,096,067)
Deemed common shares issued for services rendered in prior year -- 4,739,200 --
Deemed common shares issued for services rendered in current year -- 1,337,248 --
Deemed common shares issued for cash pursuant to warrants exercised -- 237,667 --
Deemed common shares issued to charitable organizations -- 80,000 --
Prior year's subscription shares issued in current year -- 1,516,380 --
Deemed common shares issued pursuant to private placement -- 598,705 --
Issue costs -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Deemed outstanding as of January 7, 1999 -- 8,510,000 (1,096,067)
Acquisition of CityXpress.com by WelcomeTo -- 5,100,000 --
Acquisition of Xceedx -- 6,250,000 --
Shares to be issued for services rendered -- -- --
Finders fees acquisition costs -- -- --
Shares issued pursuant to private placement -- 33,333 --
Net loss for the period -- -- (1,598,228)
Foreign currency translation -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Outstanding as of June 30, 1999 -- 19,893,333 (2,694,295)
Shares to be issued 627,860 -- --
- -----------------------------------------------------------------------------------------------------------------------
Total shares issued and to be issued as of June 30, 1999 627,860 19,893,333 (2,694,295)
Shares issued pursuant to share subscriptions (177,860) 177,860 --
Shares issued for services (450,000) 450,000 --
Net loss for the period -- -- (505,990)
Foreign currency translation -- -- --
Shares issued pursuant to private placement -- 45,260 --
- -----------------------------------------------------------------------------------------------------------------------
Outstanding as of September 30, 1999 -- 20,566,453 (3,200,285)
Shares to be issued 565,800 -- --
- -----------------------------------------------------------------------------------------------------------------------
565,800 20,566,453 (3,200,285)
=======================================================================================================================
<CAPTION>
OTHER
ACCUMULATED ADDITIONAL COMMON TOTAL
COMPREHENSIVE PAID-IN STOCK ISSUED STOCKHOLDERS'
LOSS CAPITAL AND OUTSTANDING EQUITY
$ $ $ $
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Deemed common shares issued to founders for cash -- 5 -- 5
Deemed common shares issued for services -- 30,521 -- 30,521
Deemed common shares issued for investment -- 17,033 -- 17,033
Deemed common shares issued for cash -- 3,406 -- 3,406
Acquisition and cancellation of shares -- -- -- --
Deemed common shares to be issued -- 225,943 -- 225,943
Net loss for the period -- -- -- (1,096,067)
Foreign currency translation 25,519 -- -- 25,519
- --------------------------------------------------------------------------------------------------------------------------------
Deemed outstanding as of June 30, 1998 25,519 276,908 -- (793,640)
Deemed common shares issued for services rendered in prior year -- 863,718 -- 863,718
Deemed common shares issued for services rendered in current year -- 253,936 -- 253,936
Deemed common shares issued for cash pursuant to warrants exercised -- 40,337 -- 40,337
Deemed common shares issued to charitable organizations -- 15,207 -- 15,207
Prior year's subscription shares issued in current year -- -- -- --
Deemed common shares issued pursuant to private placement -- 175,805 -- 175,805
Issue costs -- (32,487) -- (32,487)
- --------------------------------------------------------------------------------------------------------------------------------
Deemed outstanding as of January 7, 1999 25,519 1,593,424 -- 522,876
Acquisition of CityXpress.com by WelcomeTo -- 719,889 5,100 724,989
Acquisition of Xceedx -- 556,250 6,250 562,500
Shares to be issued for services rendered -- 225,000 -- --
Finders fees acquisition costs -- (225,000) -- --
Shares issued pursuant to private placement -- 99,966 33 99,999
Net loss for the period -- -- -- (1,598,228)
Foreign currency translation (5,894) -- -- (5,894)
- --------------------------------------------------------------------------------------------------------------------------------
Outstanding as of June 30, 1999 19,625 2,969,529 11,383 306,242
Shares to be issued -- 266,790 -- 266,790
- --------------------------------------------------------------------------------------------------------------------------------
Total shares issued and to be issued as of June 30, 1999 19,625 3,236,319 11,383 573,032
Shares issued pursuant to share subscriptions -- (178) 178 --
Shares issued for services -- (450) 450 --
Net loss for the period -- -- -- (505,990)
Foreign currency translation 754 -- -- 754
Shares issued pursuant to private placement -- 67,845 45 67,890
- --------------------------------------------------------------------------------------------------------------------------------
Outstanding as of September 30, 1999 20,379 3,303,536 12,056 135,686
Shares to be issued -- 382,900 -- 382,900
- --------------------------------------------------------------------------------------------------------------------------------
20,379 3,686,436 12,056 518,586
================================================================================================================================
</TABLE>
See accompanying notes
<PAGE> 7
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
(expressed in U.S. dollars)
PERIOD FROM
THREE MONTHS THREE MONTHS OCTOBER 27, 1997
ENDED ENDED (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999
$ $ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Loss for the period (505,990) (154,830) (3,200,285)
Adjustments to reconcile net loss to net cash
used in operating activities
Amortization 78,000 -- 208,000
Depreciation 11,114 3,286 40,278
Gain on disposal of assets -- -- (28)
Shares issued for services -- -- 299,664
Write-down of investment -- -- 3,406
Deferred income tax recovery (27,300) -- (73,300)
Changes in operating assets and liabilities
Accounts and other amounts receivable 10,479 2,573 (5,646)
Prepaid expenses and deposits (127,596) (661) (166,393)
Accounts payable and accrued liabilities (93,080) (849,800) 1,024,882
Deferred revenue (1,899) -- 4,291
- -------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (656,272) (999,432) (1,865,131)
- -------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Repayment of loan payable (1,521) -- (4,183)
Proceeds from stock issued and to be issued, net 450,790 984,562 1,209,617
Proceeds from exercise of warrants -- -- 40,337
Borrowings under bank indebtedness (1,129) -- 6,870
- -------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 448,140 984,562 1,252,641
- -------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds on disposition of property and equipment -- -- 1,221
Acquisition of property and equipment (3,945) (22,030) (126,782)
Cash acquired on acquisition of subsidiaries -- -- 763,500
- -------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES (3,945) (22,030) 637,939
- -------------------------------------------------------------------------------------------------
Effect of foreign exchange rate changes on cash 754 (1,985) (2,558)
NET INCREASE (DECREASE) IN CASH DURING THE PERIOD (211,323) (38,885) 22,891
Cash, beginning of period 234,214 60,778 --
- -------------------------------------------------------------------------------------------------
NET CASH, END OF PERIOD 22,891 21,893 22,891
=================================================================================================
</TABLE>
See accompanying notes
<PAGE> 8
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(expressed in U.S. dollars)
Information as at September 30, 1999 and for the three months ended September
30, 1999 and 1998 is unaudited.
1. NATURE OF BUSINESS AND LIQUIDITY
[A] NATURE OF OPERATIONS AND CONTINUING ENTITY
These consolidated financial statements are the continuing financial statements
of WelcomeTo Search Engine ("WelcomeTo") (a development stage enterprise), a
British Columbia corporation which was incorporated on October 27, 1997. On
January 7, 1999, WelcomeTo acquired the net assets of CityXpress.com Corp.
(formerly Wicked Wings of Buffalo) ("CityXpress.com"), a United States
non-operating company traded on the NASDAQ OTC Bulletin Board. After the
acquisition, the accounting entity continued under the name of CityXpress.com.
CityXpress.com Corp (the Company) is a software developer and Internet
publisher. The Company intends to be the preferred means by which Internet
consumers can locate and purchase products and services from online companies in
their regional markets. This goal will be met by building alliances with media
companies who own newspaper and television stations and providing them with a
suite of Internet products that can be profitably sold to businesses looking for
cost-effective means of establishing and promoting an eCommerce presence in both
their regional markets. The Company has developed a regional directory of
business listings and a search engine that allows web users to locate businesses
within a designated region that fit given search criteria. The Company has also
developed a comprehensive suite of eCommerce products that allow businesses to
build online storefronts and to create web sites, and a suite of advertising and
promotion products, which include systems for coupon-enabling banner advertising
and for developing private-label coupon flyers. The Company's products are
designed to work together by drawing web consumers to the businesses promoting
their products and services through the regional sites of our media partners.
The Company's quarterly consolidated financial statements for the period ended
September 30, 1999 have been prepared on a going concern basis which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. The Company incurred a loss of
$505,990 for the three months ended September 30, 1999, has a net working
capital deficit of $61,298 ($64,721 at June 30, 1999). In addition the Company
is in default of certain debt covenants described in Note 2. The Company is
still a development stage enterprise and is expected to incur losses and
expenditures prior to the commencement of full-scale operations this year. The
ability of the Company to continue as a going concern is dependent upon its
ability to achieve profitable operations and to obtain additional capital. The
outcome of these matters cannot be predicted at this time. No assurances can be
given that the Company will be successful in raising sufficient additional
capital. Further, there can be no assurance, assuming the Company successfully
raises additional funds, that the Company will achieve positive cash flow. If
the Company is unable to obtain adequate additional financing, management will
be required to sharply curtail the Company's operating expenses. These financial
statements do not include any
1
<PAGE> 9
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(expressed in U.S. dollars)
Information as at September 30, 1999 and for the three months ended September
30, 1999 and 1998 is unaudited.
1. NATURE OF BUSINESS AND LIQUIDITY (CONT'D.)
[A] NATURE OF OPERATIONS AND CONTINUING ENTITY (CONT'D)
adjustments to the specific amounts and classifications of assets and
liabilities which might be necessary should the Company be unable to continue in
business.
[B] BASIS OF PRESENTATION
These financial statements have been prepared by management in accordance with
generally accepted accounting principles in the United States and in the opinion
of management reflect all adjustments, which consist only of normal and
recurring adjustments necessary to present fairly the financial position and
results of operations and cash flows.
These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended June 30,
1999.
2. LOAN PAYABLE
<TABLE>
<CAPTION>
SEPTEMBER 30 JUNE 30
1999 1999
$ $
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Canadian Imperial Bank of Commerce demand instalment loan 71,183 72,704
- -------------------------------------------------------------------------------------------------
71,183 72,704
- -------------------------------------------------------------------------------------------------
</TABLE>
Interest paid during the period ended September 30, 1999 amounted to $634 [1998
- - $nil]. Interest on the loan is charged at the Canadian prime rate plus 1%.
As collateral for the instalment loan, Xceedx Technologies Inc. has provided the
bank with a General Security Agreement on all property of Xceedx Technologies
Inc. In addition, personal guarantees have been provided by two of the
directors, supported by CIBC Business Loans Life Insurance.
2
<PAGE> 10
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(expressed in U.S. dollars)
Information as at September 30, 1999 and for the three months ended September
30, 1999 and 1998 is unaudited.
2. LOAN PAYABLE (CONT'D.)
CREDIT FACILITY
The Company's subsidiary has a credit facility available with the Canadian
Imperial Bank of Commerce. This credit facility is arranged in three types of
credits as follows:
Credit A A $10,183 revolving demand credit with interest at the bank's
prime rate plus 1% per annum. As at September 30, 1999, the
amount outstanding under this facility was $6,870 [1998 -
$nil].
Credit B $75,809 of demand term loan with interest the bank's prime
rate plus 1% per annum, with monthly principal installments of
$507 per month. As at September 30, 1999, the amount
outstanding under this facility was $71,183 [1998 - $nil].
Credit C $6,110 pledged in favour of CIBC Merchant VISA against
potential liability from account operations in accepting VISA
and Mastercard deposits. As at September 1999 and 1998, this
facility was not utilized.
Covenants under this credit facility require the Company's subsidiary to
maintain a minimum stockholders' equity in excess of a specified amount, not to
make capital expenditures in excess of a specified amount; and to obtain
approval prior to payment of dividends and advancing loans to other parties. As
at September 30, 1999, the Company's subsidiary was not in compliance with the
covenant related to minimum stockholders' equity. The Company is in the process
of restructuring the credit facility with the bank such that the facility will
be transferred from the subsidiary to the parent.
3. SHARE STOCK
[A] ISSUANCE OF SHARES
During the period ended September 30, 1999, the Company issued 45,260 common
shares and will be issuing an additional 565,800 common shares pursuant to stock
subscriptions received prior to September 30, 1999. Each common share issued has
an attached warrant which entitles the holder to acquire one common share for
$1.50 each after a one year period, and $2.00 each after two years. The warrants
expire on August 10, 2000 and August 10, 2001 respectively.
3
<PAGE> 11
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(expressed in U.S. dollars)
Information as at September 30, 1999 and for the three months ended September
30, 1999 and 1998 is unaudited.
3. SHARE STOCK (CONT'D.)
[B] BASIC AND DILUTED LOSS PER SHARE
The basic loss per share figures are calculated on the following basis:
- - The number of shares outstanding from the beginning of the fiscal period to
the date of the reverse acquisition on January 7, 1999, are deemed to be
the number of shares issued by CityXpress.com to WelcomeTo.
- - The number of shares outstanding from the date of the reverse acquisition
to the end of each of the fiscal periods are deemed to be the weighted
average number of shares of CityXpress.com outstanding in each period.
Diluted loss per share is computed giving effect to all dilutive potential
common shares that were outstanding during the period. For the periods ended
September 30, 1999 and 1998, there were no dilutive potential common shares
outstanding.
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30 SEPTEMBER 30
1999 1998
$ $
- ----------------------------------------------------------------------------------
<S> <C> <C>
Net loss for the period (505,990) (154,830)
Weighted average number of common shares used
in computation 20,558,910 6,256,380
Basic and diluted loss per common share (0.02) (0.02)
==================================================================================
</TABLE>
4
<PAGE> 12
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(expressed in U.S. dollars)
Information as at September 30, 1999 and for the three months ended September
30, 1999 and 1998 is unaudited.
3. SHARE STOCK (CONT'D.)
[C] STOCK OPTIONS
At the Annual General Meeting on August 25, 1999, shareholders approved a stock
option plan which reserved the granting of 2,000,000 options under the plan.
Options were granted to acquire common shares as follows:
<TABLE>
<CAPTION>
NO. OF COMMON EXERCISE PRICE
SHARES ISSUABLE $ EXERCISABLE DATES DATE OF EXPIRY
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
225,000 1.50 July 13, 2000 July 13, 2003
225,000 1.50 July 13, 2001 July 13, 2003
225,000 1.50 July 13, 2002 July 13, 2003
- ------------------------------------------------------------------------------
675,000
==============================================================================
</TABLE>
The stock options are exercisable over a four-year period ending July
13, 2003 at an exercise price of $1.50 per common share. The options
are exercisable on a cumulative basis at 1/3 per year commencing July
13, 2000.
4. COMMITMENTS AND CONTINGENCIES
The Company has the following future minimum lease commitments for premises and
equipment.
<TABLE>
<CAPTION>
<S> <C>
$
- --------------------------------------------------------------------------
<S> <C>
2000 92,052
2001 138,202
2002 127,087
2003 83,582
- --------------------------------------------------------------------------
440,923
- --------------------------------------------------------------------------
</TABLE>
5
<PAGE> 13
CITYXPRESS.COM CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(expressed in U.S. dollars)
Information as at September 30, 1999 and for the three months ended September
30, 1999 and 1998 is unaudited.
4. COMMITMENTS AND CONTINGENCIES (CONT'D.)
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. 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.
5. SUBSEQUENT EVENTS
[a] Subsequent to quarter ended September 30, 1999, the Company raised $66,069
from stock subscriptions for 52,855 common shares. Each share has one
attached warrant which entitles the holder to acquire one common share for
an exercise price of $1.50 each after the first year and $2.00 each after
the second year.
6
<PAGE> 14
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 14, 2000
CITYXPRESS.COM CORP
By: /s/ Ken Bradley
----------------
Ken Bradley, Chief Operating Officer & C.F.O.
