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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 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 1-07149
INTERNET LAW LIBRARY, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE 82-0277987
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4301 WINDFERN ROAD, SUITE 200, HOUSTON, TEXAS 77041
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (281) 600-6000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
The number of shares of the registrant's common stock outstanding as of May 1,
2000, was 30,113,198.
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INTERNET LAW LIBRARY, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements............................................................. 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................... 14
Item 2. Changes in Securities and Use of Proceeds....................................................... 14
Item 4. Submission of Matters to a Vote of Security Holders............................................. 15
Item 6. Exhibits and Reports on Form 8-K................................................................ 16
SIGNATURES.............................................................................................. 20
</TABLE>
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INTERNET LAW LIBRARY, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---- ----
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents, including $11,792 and $20,235,
respectively, distributable to the stockholders of Planet
Resources, Inc. $ 167,226 $ 78,544
Short-term investments - 450,000
Accounts receivable, net of allowance for doubtful accounts of
$4,496 and $5,534, respectively 71,713 86,015
Due from affiliated company - 55,423
Other current assets 42,958 13,284
----------- -----------
Total current assets 281,897 683,266
----------- -----------
Database content and software costs, net 6,311,165 2,956,861
Furniture and equipment, net 179,619 104,066
Acquired intangible assets, net 2,073,319 2,176,458
----------- -----------
Total assets $ 8,846,000 $ 5,920,651
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable-Chairman $ 900,000 $ -
Accounts payable 318,599 156,472
Due to affiliated company 3,015,835 -
Accrued liabilities 87,251 72,414
Deferred revenue 75,913 82,400
Assets distributable to stockholders 21,791 30,235
----------- -----------
Total current liabilities 4,419,389 341,521
----------- -----------
Commitments and contingencies
Redeemable common stock 125,000 125,000
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares
authorized; no shares issued - -
Common stock, par value $.001, 100,000,000 shares authorized;
25,079,033 and 24,920,991shares issued, respectively; and
25,068,295 and 24,910,253 shares outstanding, respectively 25,079 24,921
Additional paid-in capital 8,910,660 7,974,994
Deferred compensation (670,178) (364,600)
Accumulated deficit (3,920,766) (2,138,001)
Treasury stock, at cost, 10,738 shares (43,184) (43,184)
----------- -----------
Total stockholders' equity 4,301,611 5,454,130
----------- -----------
Total liabilities and stockholders' equity $ 8,846,000 $ 5,920,651
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
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INTERNET LAW LIBRARY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended March 31,
-----------------------------------------
2000 1999
---- ----
<S> <C> <C>
REVENUE $ 208,382 $ 9,228
OPERATING EXPENSES:
Selling and marketing 316,252 64,081
General and administrative 1,307,147 136,350
Production and computer service 154,763 12,000
Amortization and depreciation 207,478 63,140
---------- ---------
Total operating expenses 1,985,640 275,571
--------- ---------
OPERATING LOSS (1,777,258) (266,343)
INTEREST INCOME (EXPENSE), net (5,507) -
----------- ---------
NET LOSS $(1,782,765) $(266,343)
=========== =========
NET LOSS PER SHARE, basic and diluted $ (0.07) $ (0.02)
=========== =========
SHARES USED IN COMPUTING NET LOSS PER SHARE, basic and
diluted 25,048,852 16,277,528
=========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
4
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INTERNET LAW LIBRARY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended March 31,
-----------------------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,782,765) $(266,343)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of common stock for services 551,172 16,800
Amortization of deferred compensation 70,630 -
Amortization and depreciation 207,478 63,140
Provision for doubtful accounts (1,038) -
Changes in:
Due from stockholders - (1,130)
Accounts receivable 15,340 (551)
Other current assets (29,674) -
Accounts payable 162,127 20,189
Accrued liabilities 14,837 758
Deferred revenue (6,487) -
----------- ----------
Net cash (used in) operating activities (798,380) (167,137)
----------- ----------
CASH FLOWS FROM INVESTMENT ACTIVITES:
Proceeds from short-term investments 450,000 -
Additions to database and development costs (3,433,531) (87,842)
Additions to furniture and equipment (100,665) -
Cash acquired in acquisitions - 90,275
----------- ----------
Net cash (used in) provided by investment activities (3,084,196) 2,433
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to (due from) affiliated company 3,071,258 (10,867)
Net proceeds from (payments on) notes payable 900,000 -
Issuance of common stock - 275,528
----------- ----------
Net cash provided by financing activities 3,971,258 264,661
----------- ----------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 88,682 99,957
CASH AND CASH EQUIVALENTS, beginning
of period 78,544 250
----------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 167,226 $ 100,207
=========== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 1,275 $ -
Conversion of convertible debenture to common stock - 200,000
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
5
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INTERNET LAW LIBRARY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BUSINESS:
Internet Law Library, Inc. (formerly Planet Resources, Inc.) ("Internet Law"),
a Delaware corporation, through its wholly owned subsidiaries, National Law
Library, Inc. ("National Law"), GoverNet Affairs, Inc. ("GoverNet"), and Brief
Reporter LLC ("Brief Reporter"), operates Internet portals that provide
subscription access to databases used for tracking pending legislation and for
performing legal research. The content of these databases consists primarily
of federal and state case law, statutory law for certain states, legal briefs
prepared by attorneys for trials in state and federal courts, and summaries
and details of pending legislation at the state and federal levels used by
attorneys, corporate management and other parties involved in litigation,
legal planning and legislative undertakings. Interfacing with these databases
are software retrieval engines that are owned by or licensed to Internet Law's
operating subsidiaries. Customers using these Internet portals pay
subscription fees to National Law, GoverNet and Brief Reporter for monthly or
longer-term service.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION - In January 2000, Internet Law's Board of Directors
approved a resolution changing the fiscal year end from June 30 to December
31. Accordingly, the balance sheet as of December 31, 1999 has been presented
with the balance sheet as of March 31, 2000.
NET LOSS PER SHARE - Basic net loss per share has been computed by dividing
net loss by the weighted-average number of shares outstanding. Shares of
Internet Law outstanding at the time of the reverse acquisition have been
treated as outstanding during the entire period, after adjustment for a 1 for
2 reverse stock split immediately preceding the reverse acquisition. Shares of
National Law outstanding before the reverse acquisition have been included in
the weighted average shares outstanding since November 30, 1998, its date of
inception. All options outstanding at March 31, 1999 and 2000 have not been
included because they are anti-dilutive. Accordingly, basic and diluted net
loss per share is the same for all periods presented.
NOTE 3 - TRANSACTIONS WITH AFFILIATED COMPANY:
The content and software development assets of National Law were conveyed to
it by an individual who is now the Chairman of the Board, Chief Executive
Officer, President and its largest stockholder (the "CEO of Internet Law").
Until January 2000, the CEO of Internet Law was also the controlling
stockholder of ITIS, a Texas corporation formed in 1994 for the purpose of
developing software to be used in the area of litigation support. As required
by generally accepted accounting principles, Internet Law has recorded these
purchases of database content from ITIS at ITIS' cost basis in the database
content, based upon the common control between Internet Law and ITIS. However,
upon the divestiture of the CEO's controlling interest in ITIS in January
2000, and through the date of acquisition of ITIS (see Note 4) Internet Law
recorded purchases of database content from ITIS in accordance with the
contractual rate between ITIS and Internet Law. The effective rate recorded by
Internet Law during its period under common control with ITIS is
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substantially less than the contractual rate. During the three months ended
March 31, 2000, Internet Law purchased $3,428,774 of case law content from
ITIS, including $260,930 purchased at ITIS' estimated cost and $3,167,844
purchased at the contractual rate of $0.65 per 1,000 characters of data.
ITIS owed National Law an aggregate $55,423 at December 31, 1999, and National
Law owed ITIS an aggregate $3,015,835 at March 31, 2000, under various
agreements, primarily from database content purchases.
NOTE 4 - ACQUISITION OF AFFILIATED COMPANY:
On March 23, 2000, the Company's Board of Directors approved the purchase of
ITIS subject to certain final reviews and negotiations that were concluded on
April 30, 2000. According to the terms of a Stock Exchange Agreement,
effective on April 30, 2000, the Company will exchange 5,044,903 restricted
shares of its common stock, valued at $17,976,000, for all the of the
outstanding common stock of ITIS. Prior to the Board's approval of the ITIS
transaction, it obtained an independent appraisal of ITIS reflecting a value
of $18,725,000.
Since National Law's inception on November 30, 1998, ITIS has served as its
sole vendor of new case law content while also providing to National Law
various executive, sales, production, and administrative services. During the
period from National Law's inception to December 31, 1999, Internet Law's CEO
was the sole stockholder of ITIS. During the three months ended March 31,
2000, the CEO sold or otherwise conveyed most of his stock in ITIS to
various individuals and entities, some of who are either directors or
officers of Internet Law or are entities controlled by directors of the
Company. Of the 5,044,903 shares issued to ITIS' stockholders, 1,721,003
shares were issued to five directors of the Company or their beneficiaries
and 328,300 shares were issued to four officers of Internet Law.
The acquisition will be accounted for under the purchase method of accounting
and is expected to result in the purchase price being allocated to tangible
assets and specific intangible assets such as trademarks, developed
technology, and experienced workforce. An independent appraisal will be
obtained for purchase price allocation purposes.
NOTE 5 - NOTES PAYABLE:
During the period from January 1 to March 31, 2000, Internet Law borrowed a
total of $900,000 from the CEO of Internet Law to fund working capital
requirements. These borrowings are evidenced by eight unsecured promissory
notes, each bearing an annual interest rate of 11.75% and payable in full with
accrued interest after six months. Additionally, from April 1, 2000 through
May 19, 2000, Internet Law made additional borrowings from the CEO of $500,000
under the same arrangements as the previous notes. With respect to these
notes payable, Internet Law's CEO has provided a written commitment to the
Company to provide forbearance and extend the due date on such notes, if to
demand payment would impair Internet Law's ability to meet its other existing
liabilities and commitments. This commitment is effective for notes between
Internet Law and the Company's CEO with maturity dates through March 2001.
NOTE 6 - COMMITMENTS AND CONTINGENCIES:
LEASE FOR OFFICE SPACE
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Effective in July 2000, Internet Law is committed to making monthly payments
of at least $6,200 under a lease agreement for office space that expires in
June 2004. If Internet Law is not successful in maintaining existing
sub-leasing arrangements with a third party tenant, this monthly obligation
may increase to approximately $18,600.
EMPLOYMENT CONTRACTS
In January 2000, Internet Law executed two additional three-year employment
agreements requiring aggregate annual payments of approximately $140,000 per
year.
NOTE 7 - STOCKHOLDERS' EQUITY
COMMON STOCK
In December 1999, Internet Law approved a bonus to various employees and two
board members for services rendered in 1999. The bonus consisted of 33,042
aggregate shares of common stock, which were issued in January 2000. The
aggregate value of the award, totaling $105,404, was recorded to compensation
expense and additional paid-in capital at December 31, 1999. When the
common shares were issued in January 2000, the par value was recorded and the
related additional paid-in capital was reduced accordingly. Also in December
1999, the Board of Directors approved outside directors' compensation in the
form of annual awards of 25,000 shares of the Company's common stock issuable
to each outside director at the beginning of each calendar year. In March
2000, Internet Law issued a total of 125,000 shares of its common stock,
valued at $551,172 to its outside directors. The award has been recorded as
compensation expense in the accompanying income statement for the quarter
ended March 31, 2000.
In February 2000, the Internet Law's stockholders approved an amendment to the
certificate of incorporation increasing the number of authorized shares of
preferred and common stock. Pursuant to this amendment, shares of authorized
preferred stock were increased from 1,000,000 shares to 50,000,000, and shares
of authorized common stock were increased from 30,000,000 shares to
100,000,000 shares.
STOCK OPTIONS
In February 2000, the stockholders approved a resolution increasing the number
of shares available for grant under the 1999 Stock Option Plan to 3,000,000
shares.
In January 2000, Internet Law granted stock options for the purchase of an
aggregate of 105,000 shares of common stock which are classified as a variable
award. Pursuant to APB Opinion No.25, the initial compensation expense related
to these options was calculated based on the difference between the market
price of the underlying common stock on the grant date and the exercise price
of the option. The charge is recognized ratably over the expected service
period related to the variable award. Additionally, a periodic adjustment to
deferred compensation and related compensation expense is computed at the end
of each reporting period based on the difference between the then current
market price and the exercise price less previously recognized compensation
expense.
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NOTE 8 - SUBSEQUENT EVENT:
INTERMEDIATE FINANCING AGREEMENT
On May 11, 2000, Internet Law entered into an intermediate financing agreement
with a private capital fund, and privately placed 300 shares of 5% Series A
Convertible Preferred Stock for $3 million. This preferred stock is
convertible into shares of Internet Law's common stock at any time after
August 8, 2000, based on a price equal to the lesser of (i) $3.2375, or (ii)
80% of the average of the three lowest closing bid prices during a 20-day
trading period prior to the date of conversion. Internet Law is entitled to
redeem the convertible preferred stock at a cash price equal to 120% of the
issue price, provided there is an effective registration statement for the
underlying shares of common stock. As part of this financing agreement,
Internet Law has agreed to issue a five-year warrant to the investor for the
purchase of 500,000 shares of its common stock at an exercise price of $3.56
per share. Additionally, as a commission related to this financing
arrangement, the Company agreed to issue a five-year warrant to a third party
for the purchase of 200,000 common shares at an exercise price of $3.3994 per
share, and pay $100,000.
Internet Law is obligated to register with the SEC shares of its common stock
that will be sufficient to satisfy any conversion, warrant exercise, and
dividend requirements under the terms of this financing agreement. If the
Company does not file a registration statement with the SEC by June 9, 2000,
and if the registration statement is not declared effective by the SEC on or
prior to September 8, 2000, then Internet Law must pay $90,000 to the investor
as liquidated damages, and must additionally pay $90,000 for every month
thereafter that these deadlines are missed. The convertible preferred stock
purchased by the investor is also subject to mandatory redemption by Internet
Law upon the occurrence of a change in control or other certain events.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
consolidated financial statements of Internet Law Library, Inc. ("Internet
Law", or the "Company"), which are included elsewhere in this Form 10-Q.
Included in this discussion are certain forward-looking statements regarding
the Company's expectations for its business and its capital resources. These
expectations are subject to various uncertainties and risks that may cause
actual results to differ significantly from these forward-looking statements.
The Company, through its wholly owned subsidiaries, National Law
Library, Inc. ("National Law"), GoverNet Affairs, Inc. ("GoverNet"), and Brief
Reporter LLC ("Brief Reporter"), operates Internet portals that provide access
to databases used for tracking pending legislation and for performing legal
research. The content of these databases consists of federal and state case
law, statutory law for certain states, legal briefs prepared by attorneys for
trials in state and federal courts and summaries and details of pending
legislation at the state and federal levels used by attorneys, corporate
management and other parties involved in litigation , legal planning and
legislative undertakings. Interfacing with these databases is a search engine
that are owned by or licensed to Internet Law's operating subsidiaries.
Customers using these Internet portals pay subscription fees to National Law,
GoverNet and Brief Reporter for monthly or longer term service.
The Company and ITIS, Inc. ("ITIS"), a company wholly owned and
controlled until January 2000 by Hunter M. A. Carr, Internet Law's chairman,
president, and chief executive officer, executed certain agreements under
which ITIS provides database content and various management, staffing and
procurement services and office space to National Law. In addition, Mr. Carr
provided executive management and marketing services to National Law under a
personal service contract. Apart from the content agreement with ITIS, the
service agreements were put in place to provide National Law with an interim
infrastructure until such time as additional financing and cash flow from
operations became available. Effective July 1, 1999, the personal service
contract with Mr. Carr was terminated when he became a salaried officer of the
Company. In addition, certain individuals whose salaries and benefits were
allocated to National Law by ITIS also became full-time officers and employees
of National Law on July 1, 1999. On April 30, 2000, the Company acquired all
of the outstanding stock of ITIS in exchange for 5,044,903 shares of the
Company's common stock.
The following is management's discussion and analysis of certain
significant factors that have affected the Company's financial condition and
results of operations during the three months ended March 31, 2000 and 1999.
RESULTS OF OPERATIONS
REVENUES. Internet Law's revenue increased by $199,200 and to
$208,400 during the three months ended March 31, 2000, from $9,200 recorded
for the three months ended March 31, 1999. This increase is due to a greater
number of subscribers to National Law's databases, 1,851 at March 31, 2000,
compared to 144 at March 31, 1999, and to an increase in National Law's
average monthly subscription rate, $56.98 for March 2000 versus approximately
$35.00 for March 1999. This rate increase can be attributed to National Law's
emphasis on bundled service whereby subscribers can gain access to the
databases of several states and the federal courts for one bundled rate that
is higher than the rate for a single state or federal court subscription. As a
result of these factors, National Law's revenue during the three months ended
March 31, 2000, increased by $164,200 over the $9,200 recorded in the same
period of the preceding year. In addition,
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consolidated revenues for the current quarter increased by $35,000 over that
of the preceding year due to GoverNet and Brief Reporter, both of which were
acquired during the last calendar quarter of 1999.
SALES AND MARKETING EXPENSE. Sales and marketing expense increased by
$252,200 to $316,300 during the three months ended March 31, 2000, from
$64,100 during the corresponding period ended March 31, 1999. During the
earlier period, National Law was planning and developing its sales and
marketing program which it began to implement in April 1999 with contract
telemarketing personnel. Expenses incurred in the March 1999 quarter consisted
primarily of consulting services provided by the Company's President under a
personal services contract. Of the $252,200 increase between quarters,
approximately $210,000 was due to increases in National Law's gross payroll
for sales and marketing personnel. During the quarter ended March 31, 2000,
National Law employed an average of 21 telemarketing personnel, accounting for
approximately $94,500 of the increase. Commissions paid to these personnel
amounted to approximately $65,600. Salaries of sales and marketing managers,
increased advertising expenses, and increased credit card fees accounted for
approximately $44,000 of the increase.
GENERAL AND ADMINISTRATIVE EXPENSE. During the three months ended
March 31, 2000, general and administrative expense totaled $1,307,100,
resulting in an increase of $1,170,700 over the $136,400 recorded during the
three months ended March 31, 1999. Of this increase, $621,800 is due to
stock-based compensation, including $551,200 for awards of 25,000 shares of
common stock to each of the Company's five outside directors and $70,600 of
amortization expense relating to the deferred compensation for variable stock
options granted to three individuals. For National Law, general contract
services increased by $63,000, and professional fees for accounting, legal,
and consulting increased by $74,000. National Law's gross payroll expense,
excluding sales and marketing personnel, increased approximately $250,000 due
to new infrastructure and management personnel. In addition, with Internet
Law's acquisitions of GoverNet and Brief Reporter, general and administrative
expense increased by $159,000.
PRODUCTION AND COMPUTER SERVICE EXPENSE. Production and computer
service expense of $12,000 for the three months ended March 31, 1999, and
$154,800 for the three months ended March 31, 2000, resulted in an increase of
$142,800. Of this increase, approximately $81,000 was due to National Law's
higher labor charges associated with maintaining current case law content for
those states whose databases were added during 1999. Additional programming
charges to maintain and customize retrieval software used by National Law and
GoverNet accounted for approximately $61,800 of computer service expense
recorded during the three months ended March 31, 2000.
AMORTIZATION AND DEPRECIATION EXPENSE. During the three months ended
March 31, 2000, amortization and depreciation expense amounted to $207,500
compared to $63,100 for the three months ended March 31, 1999. The resulting
increase of $144,400 is attributable to approximately $103,100 of amortization
relating to estimated intangible assets acquired by Internet Law in the
acquisitions of GoverNet and Brief Reporter, and $41,300 is due primarily to
increased case law content added by National Law since the first quarter of
1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's ability to execute its business strategy depends to a
significant degree on its ability to attract additional capital. The Company's
principal demands for liquidity are cash for operations and funds for
investment in new database content.
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For the three months ended March 31, 2000, Internet Law's cash and
cash equivalents increased by $88,700 from the December 31, 1999 balance of
$78,500 to $167,200 at March 31, 2000. The principal components of this
increase were $3,071,300 of normal trade credit advanced to Internet Law by
ITIS, against purchases of $3,433,500 of case law content, $900,000 advanced
to the Company by Mr. Carr under eight unsecured promissory notes, and
utilization of $450,000 of short-term investments. The content purchased from
ITIS during January 2000 was recorded at its estimated cost; however, with Mr.
Carr's relinquishment of control over ITIS in January, subsequent purchases in
February and March 2000 were recorded under the contract rate of $0.65 per
1,000 characters of delivered content. On April 30, 2000, Internet Law
finalized the purchase of ITIS, issuing 5,044,903 shares of its common stock
in exchange for all of the outstanding stock of ITIS.
On May 11, 2000, Internet Law entered into an intermediate financing
agreement with a private capital fund, and privately placed 300 shares of 5%
Series A Convertible Preferred Stock for $3 million. This preferred stock is
convertible into shares of Internet Law's common stock at any time after
August 8, 2000, based on a price equal to the lesser of (i) $3.2375, or (ii)
80% of the average of the three lowest closing bid prices during a 20-day
trading period prior to the date of conversion. Internet Law is entitled to
redeem the convertible preferred stock at a cash price equal to 120% of the
issue price, provided there is an effective registration statement for the
underlying shares of common stock. As part of this financing agreement,
Internet Law has agreed to issue a five-year warrant to the investor for the
purchase of 500,000 shares of its common stock at an exercise price of $3.56
per share. Additionally, the Company agreed to issue a five-year warrant to a
third party for the purchase of 200,000 common shares at an exercise price of
$3.3994 per share, and pay $100,000 as a commission related to this financing
arrangement.
Internet Law is obligated to register with the SEC shares of its
common stock that will be sufficient to satisfy any conversion, warrant
exercise, and dividend requirements under the terms of this financing
agreement. If the Company does not file a registration statement with the SEC
by June 9, 2000, and if the registration statement is not declared effective
by the SEC on or prior to September 8, 2000, then Internet Law must pay
$90,000 to the investor as liquidated damages, and must additionally pay
$90,000 for every month thereafter that these deadlines are missed. The
convertible preferred stock purchased by the investor is also subject to
mandatory redemption by Internet Law upon the occurrence of a change in
control or other certain events.
Additionally, with respect to notes payable extended to Internet Law
from Mr. Carr, Mr. Carr has provided a written commitment to the Company to
provide forbearance and extend the due date on such notes, if to demand
payment would impair Internet Law's ability to meet its other existing
liabilities and commitments. This commitment is effective for notes between
Internet Law and Mr. Carr with maturity dates through March 2001.
In addition to the foregoing, Internet Law is completing work on
an equity line for $25 million with a private funding source and is
considering the merits of a public offering of its common stock.
YEAR 2000 ISSUES
The Year 2000 (the "Y2K") issue is the result of computer programs that
were written using two digits rather than four to define the applicable year.
Computer equipment, software and other devices with imbedded technology that
are time-sensitive, such as products, alarm systems and telephone systems, may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including,
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among other things, temporary inability to process data, and may materially
impact the Company's financial condition.
Prior to and during 1999, the Company undertook various initiatives
intended to ensure that it was prepared for the Y2K issue. Consequently, the
Company has not encountered any significant Y2K failures, and is not aware of
any Y2K issues that have been encountered by any third party with whom it does
business, which could materially affect the Company's operations. The amounts
charged to expense in 1999, as well as the amounts anticipated to be charged
to expense related to the Y2K compliance issue are miniscule and not expected
to be material to the Company's financial position, results of operation or
cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
During the three months ended March 31, 2000, the Company's
short-term investments consisted of corporate debt securities supported by
letters of credit which are classified as "securities available for sale" and
are reported at their fair value with accrued interest expense and income
recorded when such securities are purchased and sold, respectively. As of
March 31, 2000, all of these securities had been liquidated.
The Company is exposed to interest rate risk, as additional financing
may be needed due to the operating losses and capital expenditures associated
with establishing and expanding the Company's business. The interest rate that
the Company will be able to obtain on debt financing will depend on market
conditions at the time such financing is arranged.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In September 1999, Loislaw.com, Inc. ("Lois") commenced legal
proceedings in the District Court of Harris County, Texas, 11th Judicial
District (Case No. 1999-45563), against the Company, National Law and ITIS
("Defendants"). Lois, a competitor of the Company, alleged that ITIS breached
an agreement between Lois and ITIS by allegedly providing certain materials
to National Law for use on National Law's web site. The suit seeks, among
other things, to enjoin National Law from utilizing such material, certain
unspecified actual damages for alleged loss of market value and alleged loss
of profits. In October, Defendants answered the lawsuit with general and
special denials of Lois' claims. At the same time, discovery procedures were
commenced and Lois and Defendants filed responses to one another's discovery
requests. The trial judge has assigned a trial date in October 2000.
Management of Internet Law believes the suit has no merit, and intends to
continue vigorously defending the case.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During the three months ended March 31, 2000, Internet Law issued and
sold unregistered shares of its common stock to a limited number of persons as
described below:
1. In January 2000, Internet Law awarded and issued 25,000 shares of
common stock, par value $.001 per share, to Eugene A. Cernan,
for his service as an outside director on the Company's Board.
2. In January 2000, Internet Law awarded and issued 25,000 shares of
common stock, par value $.001 per share, to Joe H. Reynolds, for
his service as an outside director on the Company's Board.
3. In January 2000, Internet Law awarded and issued 25,000 shares of
common stock, par value $.001 per share, to George A. Roberts,
for his service as an outside director on the Company's Board.
4. In January 2000, Internet Law awarded and issued 25,000 shares of
common stock, par value $.001 per share, to W. Paul Thayer, for
his service as an outside director on the Company's Board.
5. In January 2000, Internet Law awarded and issued 25,000 shares of
common stock, par value $.001 per share, to Jack I. Tompkins, for
his service as an outside director on the Company's Board.
14
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 28, 2000, the annual meeting of the stockholders was held
to act upon and approve the following actions:
(1) The election of Hunter M. A. Carr, Kelley V. Kirker and George
A. Roberts as class I directors to hold office for a three-year term;
(2) Approval and adoption of the amended and restated certificate of
incorporation;
(3) Approval of an amendment to increase the number of shares
authorized for issuance under the Company's 1999 stock option plan to
3,000,000 shares; and
(4) Ratification of the appointment of Harper & Pearson Company as
the Company's independent auditors for the fiscal year ended December 31,
1999.
At the meeting, holders of 21,545,540 common shares out of a total of
24,910,534 common shares then outstanding were represented in person or by
proxy. With respect to the election of directors, Hunter M. A. Carr received
21,504,877 votes in favor of his election (and 40,489 votes against him with
174 common shares abstaining), Kelley V. Kirker received 21,504,877 votes in
favor of his election (and 9,242 votes against him with 31,421 common shares
abstaining), and George A. Roberts received 21,504,877 votes in favor of his
election (and 9,108 votes against him with 31,555 common shares abstaining).
Having received the votes necessary for election as class I directors, each
candidate was duly elected. In addition to the above-elected candidates, the
following individuals continued their terms of office after the meeting:
Eugene A. Cernan, Joe H. Reynolds, W. Paul Thayer and Jack I. Tompkins. With
respect to the approval and adoption of the Company's amended and restated
certificate of incorporation, holders of 21,540,395 common shares voted in
favor of the proposal (and 2,000 common shares voted against it with 3,145
common shares abstaining), which exceeded the requisite vote needed to
approve the proposal. With respect to the approval of the amendment to the
Company's 1999 stock option plan, 21,469,827 common shares voted in favor of
the proposal (and 67,659 common shares voted against it with 8,054 common
shares abstaining), which also exceeded the number of shares required to
approve the proposal. Finally, the ratification of Harper & Pearson Company
received the affirmative vote of 19,607,977 common shares, with 1,934,874
common shares voting against ratification and 2,689 common shares abstaining.
Hence, all four proposals were duly adopted and approved at the meeting.
15
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.1 Agreement and Plan of Reorganization dated March 25,
1999, between Planet Resources, National Law and the
stockholders of National (incorporated by reference to
Exhibit A to Company's Form 8-K filed on April 2, 1999).
2.2 First Amendment to Agreement and Plan of
Reorganization dated as of March 30, 1999, between
Planet Resources, National Law and the stockholders of
National Law (incorporated by reference to Exhibit 2.2
to Company's Form 10-K filed on October 13, 1999).
2.3 Agreement and Plan of Distribution dated as of March
25, 1999, between Planet Resources, New Planet
Resources, Inc. and National Law (incorporated by
reference to Annex B to Company's Information
Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 filed on April 19, 1999).
2.4 Contract for Sale of Stock, dated November 8, 1999,
by and between John R. Marsh, Ronald W. Hogan, and
Charles E. Bowen, Jr., as Sellers, and the Company,
as Buyer (incorporated by reference to Exhibit 2.1
to the Company's Form 8-K filed on November 30, 1999).
2.5 Option Agreement to Purchase Stock, dated November 8,
1999, by and between the Company, as Seller, and
Ronald W. Hogan, as Optionee (incorporated by
reference to Exhibit 2.2 to the Company's Form 8-K
filed on November 30, 1999).
2.6 Option Agreement to Purchase Stock, dated November 8,
1999, by and between the Company, as Seller, and
Charles E. Bowen, Jr., as Optionee (incorporated by
reference to Exhibit 2.3 to the Company's Form 8-K
filed on November 30, 1999).
2.7 Option Agreement to Purchase Stock, dated November 8,
1999, by and between the Company, as Seller, and John
R. Marsh, as Optionee (incorporated by reference to
Exhibit 2.4 to the Company's Form 8-K filed on
November 30, 1999).
16
<PAGE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.8 Contract for Sale of Stock, dated December 8, 1999, by
and between David P. Harriman, Andrew Wyszkowski,
Eugene Meyung, Suzanne Meyung, and Christina Brown, as
Sellers, and the Company, as Buyer (incorporated by
reference to Exhibit 2.7 to the Company's Form 8-K
filed December 23, 1999).
2.9 Stock Exchange Agreement by and among the Company and
the Shareholders of IT IS relating to the acquisition
of all of the outstanding stock of ITIS, dated April
30, 2000 (incorporated by reference to Exhibit 2.9 to
the Company's Form 10-K/A filed on May 19, 2000).
3.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to the Annex A
of the Company's Definitive Proxy Statement on
Schedule 14A filed on January 31, 2000).
3.2 Bylaws of the Company, as amended (incorporated
by reference to Exhibit 3.2 to Company's
Form 10-K filed on October 13, 1999).
10.1 Option Agreement between the Company and Hunter M. A. Carr
(incorporated by reference to Exhibit B to Schedule 13D filed
on October 12, 1999, by Hunter M. A. Carr).
10.2 Option Agreement between the Company and Jack I. Tompkins
(incorporated by reference to Exhibit B to Schedule 13D filed
on October 12, 1999, by Jack I. Tompkins).
10.3 Consulting Agreement between National Law and Castle
Development, Ltd. (incorporated by reference to
Exhibit 4(A) to Company's Registration Statement
on Form S-8 filed on April 2, 1999).
10.4 Continuing Service Agreement between National Law and
ITIS, effective December 1, 1998 (incorporated by
reference to Exhibit 10.4 to the Company's Form 10-K
filed on October 13, 1999).
10.5 Management and Financial Services Agreement between
National Law and ITIS, effective March 1, 1999
(incorporated by reference to Exhibit 10.5 to the
Company's Form 10-K filed on October 13, 1999).
10.6 Software Development and Consulting Agreement between
National Law and ITIS, dated March 24, 1999
(incorporated by reference to Exhibit 10.6 to the
Company's Form 10-K filed on October 13, 1999).
10.7 Option Agreement to Purchase Stock, effective March
30, 1999, by and between the Company and Jonathan
Gilchrist (incorporated by reference to Exhibit 10.7
to the Company's Form 10-K filed on October 13, 1999).
10.8 Planet Resources 1999 Stock Option Plan (incorporated
by reference to Exhibit 10.1 to Company's Form 10-K/A
filed on October 28, 1999).
10.9 Planet Resources Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2
to Company's Form 10-K/A filed on October 28, 1999).
10.10 New Planet Resources, Inc. Stock Incentive Plan
(incorporated by reference to Exhibit 10.3
to Company's Form 10-K/A filed on October 28, 1999).
17
<PAGE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.11 Planet Resources 1999 Director Option Plan
(incorporated by reference to Exhibit 10.4 to
Company's Form 10-K/A filed on October 28, 1999).
10.12 Consulting and Option Agreement by and between ITIS,
Frank Fisher and Steve Tebo, dated January 22, 2000,
as amended (incorporated by reference to Exhibit 10.12
to the Company's Form 10-K/A filed on May 19, 2000).
10.13 Convertible Preferred Stock Purchase Agreement by and
among the Company and Cootes Drive LLC, dated May 11,
2000 (incorporated by reference to Exhibit 10.13 to
the Company's Form 10-K/A filed on May 19, 2000).
10.14 Warrant to purchase 500,000 shares of the Company's
common stock issued to Cootes Drive LLC, dated May 11,
2000 (incorporated by reference to Exhibit 10.14 to
the Company's Form 10-K/A filed on May 19, 2000).
10.15 Registration Rights Agreement by and among the Company
and Coots Drive LLC, dated May 11, 2000 (incorporated
by reference to Exhibit 10.15 to the Company's Form
10-K/A filed on May 19, 2000).
10.16 Warrant to purchase 200,000 shares of the Company's
common stock issued to Aspen Capital Partners, Inc.,
dated May 19, 2000 (incorporated by reference to
Exhibit 10.16 to the Company's Form 10-K/A filed
on May 19, 2000).
16.1 Letter, dated April 5, 2000, from Harper & Pearson
Company to the Securities and Exchange Commission
(incorporated by reference to Exhibit 16.1 to the
Company's Form 8-K/A filed on April 5, 2000).
27+ Financial Data Schedule for the three months eneded
March 31, 2000.
</TABLE>
18
<PAGE>
(b) Reports on Form 8-K
The following reports on Form 8-K were filed during the quarter for
which this report is filed:
(1) Form 8-K/A filed on January 31, 2000, reporting under Item 7,
the audited financials statements relating to the acquisition of all the
outstanding stock of GoverNet Affairs.
(2) Form 8-K filed on February 8, 2000, reporting under Item 8, the
change in the Company's fiscal year to a calendar year.
(3) Form 8-K/A filed on February 18, 2000, reporting under Item 7,
the audited financial statements relating to the purchase of all the
outstanding interests in Brief Reporter.
(4) Form 8-K filed on March 3, 2000, reporting under Item 4, the
change in the Company's independent auditors to Arthur Andersen LLP.
19
<PAGE>
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.
INTERNET LAW LIBRARY, INC.
May 22, 2000 /s/ HUNTER M.A. CARR
-----------------------------------
Hunter M.A. Carr
President and Chief Executive Officer
May 22, 2000 /s/ MALCOLM F. MCNEILL
-----------------------------------
Malcolm F. McNeill
Principal Accounting Officer
20
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.1 Agreement and Plan of Reorganization dated March 25,
1999, between Planet Resources, National Law and the
stockholders of National (incorporated by reference to
Exhibit A to Company's Form 8-K filed on April 2, 1999).
2.2 First Amendment to Agreement and Plan of Reorganization
dated as of March 30, 1999, between Planet Resources,
National Law and the stockholders of National Law
(incorporated by reference to Exhibit 2.2 to Company's
Form 10-K filed on October 13, 1999).
2.3 Agreement and Plan of Distribution dated as of March
25, 1999, between Planet Resources, New Planet
Resources, Inc. and National Law (incorporated by
reference to Annex B to Company's Information
Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 filed on April 19, 1999).
2.4 Contract for Sale of Stock, dated November 8, 1999,
by and between John R. Marsh, Ronald W. Hogan, and
Charles E. Bowen, Jr., as Sellers, and the Company,
as Buyer (incorporated by reference to Exhibit 2.1
to the Company's Form 8-K filed on November 30, 1999).
2.5 Option Agreement to Purchase Stock, dated November 8,
1999, by and between the Company, as Seller, and
Ronald W. Hogan, as Optionee (incorporated by
reference to Exhibit 2.2 to the Company's Form 8-K
filed on November 30, 1999).
2.6 Option Agreement to Purchase Stock, dated November 8,
1999, by and between the Company, as Seller, and
Charles E. Bowen, Jr., as Optionee (incorporated by
reference to Exhibit 2.3 to the Company's Form 8-K
filed on November 30, 1999).
2.7 Option Agreement to Purchase Stock, dated November 8,
1999, by and between the Company, as Seller, and John
R. Marsh, as Optionee (incorporated by reference to
Exhibit 2.4 to the Company's Form 8-K filed on
November 30, 1999).
2.8 Contract for Sale of Stock, dated December 8, 1999, by
and between David P. Harriman, Andrew Wyszkowski,
Eugene Meyung, Suzanne Meyung, and Christina Brown, as
Sellers, and the Company, as Buyer (incorporated by
reference to Exhibit 2.7 to the Company's Form 8-K
filed December 23, 1999).
2.9 Stock Exchange Agreement by and among the Company and
the Shareholders of IT IS relating to the acquisition
of all of the outstanding stock of ITIS, dated April
30, 2000 (incorporated by reference to Exhibit 2.9 to
the Company's Form 10-K/A filed on May 19, 2000).
3.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to the Annex A
of the Company's Definitive Proxy Statement on
Schedule 14A filed on January 31, 2000).
3.2 Bylaws of the Company, as amended (incorporated
by reference to Exhibit 3.2 to Company's
Form 10-K filed on October 13, 1999).
10.1 Option Agreement between the Company and Hunter M. A. Carr
(incorporated by reference to Exhibit B to Schedule 13D filed
on October 12, 1999, by Hunter M. A. Carr).
21
<PAGE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
10.2 Option Agreement between the Company and Jack I. Tompkins
(incorporated by reference to Exhibit B to Schedule 13D filed
on October 12, 1999, by Jack I. Tompkins).
10.3 Consulting Agreement between National Law and Castle
Development, Ltd. (incorporated by reference to
Exhibit 4(A) to Company's Registration Statement
on Form S-8 filed on April 2, 1999).
10.4 Continuing Service Agreement between National Law and
ITIS, effective December 1, 1998 (incorporated by
reference to Exhibit 10.4 to the Company's Form 10-K
filed on October 13, 1999).
10.5 Management and Financial Services Agreement between
National Law and ITIS, effective March 1, 1999
(incorporated by reference to Exhibit 10.5 to the
Company's Form 10-K filed on October 13, 1999).
10.6 Software Development and Consulting Agreement between
National Law and ITIS, dated March 24, 1999
(incorporated by reference to Exhibit 10.6 to the
Company's Form 10-K filed on October 13, 1999).
10.7 Option Agreement to Purchase Stock, effective March
30, 1999, by and between the Company and Jonathan
Gilchrist (incorporated by reference to Exhibit 10.7
to the Company's Form 10-K filed on October 13, 1999).
10.8 Planet Resources 1999 Stock Option Plan (incorporated
by reference to Exhibit 10.1 to Company's Form 10-K/A
filed on October 28, 1999).
10.9 Planet Resources Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2
to Company's Form 10-K/A filed on October 28, 1999).
10.10 New Planet Resources, Inc. Stock Incentive Plan
(incorporated by reference to Exhibit 10.3
to Company's Form 10-K/A filed on October 28, 1999).
10.11 Planet Resources 1999 Director Option Plan
(incorporated by reference to Exhibit 10.4 to
Company's Form 10-K/A filed on October 28, 1999).
10.12 Consulting and Option Agreement by and between ITIS,
Frank Fisher and Steve Tebo, dated January 22, 2000,
as amended (incorporated by reference to Exhibit 10.12
to the Company's Form 10-K/A filed on May 19, 2000).
10.13 Convertible Preferred Stock Purchase Agreement by and
among the Company and Cootes Drive LLC, dated May 11,
2000 (incorporated by reference to Exhibit 10.13 to
the Company's Form 10-K/A filed on May 19, 2000).
10.14 Warrant to purchase 500,000 shares of the Company's
common stock issued to Cootes Drive LLC, dated May 11,
2000 (incorporated by reference to Exhibit 10.14 to
the Company's Form 10-K/A filed on May 19, 2000).
10.15 Registration Rights Agreement by and among the Company
and Coots Drive LLC, dated May 11, 2000 (incorporated
by reference to Exhibit 10.15 to the Company's Form
10-K/A filed on May 19, 2000).
10.16 Warrant to purchase 200,000 shares of the Company's
common stock issued to Aspen Capital Partners, Inc.,
dated May 19, 2000 (incorporated by reference to
Exhibit 10.16 to the Company's Form 10-K/A filed
on May 19, 2000).
16.1 Letter, dated April 5, 2000, from Harper & Pearson
Company to the Securities and Exchange Commission
(incorporated by reference to Exhibit 16.1 to the
Company's Form 8-K/A filed on April 5, 2000).
27+ Financial Data Schedule for the three months eneded
March 31, 2000.
</TABLE>
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 167,226
<SECURITIES> 0
<RECEIVABLES> 71,713
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 281,897
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,846,000
<CURRENT-LIABILITIES> 4,419,389
<BONDS> 0
0
0
<COMMON> 25,079
<OTHER-SE> 4,276,532
<TOTAL-LIABILITY-AND-EQUITY> 8,846,000
<SALES> 208,382
<TOTAL-REVENUES> 208,382
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,985,640
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,507
<INCOME-PRETAX> (1,782,765)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,782,765)
<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> (1,782,765)
<EPS-BASIC> (0.07)
<EPS-DILUTED> 0
</TABLE>
