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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
For the transition period from _____________ to _____________
Commission file number 012612
CALENDAR CAPITAL, INC.
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1442918
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Riverplace, 65 Main Street SE, Suite 136
Minneapolis, MN 55414
(Address of Principal Executive Officer)
(612) 676-1436
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
12,976,418.
Transition Small Business Disclosure Format (Check one): Yes No X
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
* On January 1, 2000, Calendar Capital acquired all of the outstanding common
stock of Entrenaut, Inc., which was formed on July 1, 1999. For legal purposes,
Entrenaut, Inc. is a wholly-owned subsidiary of Calendar Capital, Inc. For
accounting purposes, the acquisition has been treated as an acquisition by
Entrenaut of Calendar Capital and as a recapitalization of Entrenaut. Calendar
Capital had residual assets and liabilities but essentially no activity between
1994 and 1999. The assets were transferred and liabilities were assumed at the
date of the acquisition. The historical financial statements prior to January 1,
2000 are those of Entrenaut, Inc. All share and per share information has been
restated for this transaction.
CALENDAR CAPITAL, INC.
CONSOLIDATED STATEMENT OF OPERATION
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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JUNE 30, 2000 JUNE 30, 1999 *
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<S> <C> <C>
NET REVENUES $ 47,937
Costs and expenses:
General & adminis-
trative expenses 310,554
LOSS FROM OPERATIONS (262,617)
----------------------
Other income (expense):
Interest:
Income 14,453
Expense (25,000)
Equity in losses of
affiliated companies (26,335)
----------------------
NET LOSS (299,499)
======================
LOSS PER SHARE
Basic (.02)
Diluted (.02)
----------------------
Weighted average
number of shares $ 12,976,418
======================
</TABLE>
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CALENDAR CAPITAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
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(unaudited) (unaudited) *
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,120
Prepaid and other 77,808
Property and equipment, net of
accumulated depreciation
of $2,676 33,598
Investments 1,704,721
Goodwill, net of accumulated
amortization of $48,752 276,261
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Total assets $ 2,099,508
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 145,446
Accrued Expenses 266,234
Due to related parties 263,192
Convertible Debentures 863,000
Notes Payable:
Bank 250,000
Other 230,000
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Total current liabilities 2,017,872
Stockholders' equity:
Preferred stock:
Series B, par value $.01 per share,
authorized 2,000,000 shares,
1,763,200 shares issued and outstanding 17,632
Series C, par value $01 per share,
authorized 4,000,000 shares,
3,992,128 shares issued amd outstanding 39,921
Common stock, par value $.01 par value;
authorized 14,000,000 shares,
12,976,418 shares issued and outstanding 129,764
Additional paid-in capital 667,749
Stock subscriptions receivable (124,000)
Accumulated deficit (649,430)
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Total stockholders' equity 81,636
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Total liabilities and
stockholders' equity $2,099,508
==========
</TABLE>
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CALENDAR CAPITAL, INC.
STATEMENT OF CASH FLOW
Increase (Decrease) in Cash and Cash Equivalents
for the three months ended June 30, 1999
<TABLE>
<CAPTION>
2000 1999 *
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(299,499)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation 1,551
Amortization 16,251
Equity in losses of affiliated companies 26,335
Changes in operating assets and liabilities:
Prepaids and other (38,105)
Accounts payable (8,959)
Accrued expenses 6,427
Accrued interest --
---------
Net cash used in operating activities (295,999)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (9,796)
Investments:
Cash paid for common stock (20,000)
Advances to affiliates (170,127)
Cash paid for convertible note (150,000)
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Net cash used in investing activities (349,923)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Note payable, bank 8,000
Notes payable, other 40,000
Advance from related parties 230,002
Convertible debentures 363,000
Payments on notes payable, other (10,000)
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Net cash provided by financing activities 631,002
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NET DECREASE IN CASH AND CASH EQUIVALENTS (14,920)
Cash and cash equivalents at beginning of period 22,040
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,120
=========
</TABLE>
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ITEM 2. PLAN OF OPERATION.
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION
WITH THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED
AS AN EXHIBIT TO THIS REPORT. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED
HEREIN, THE DISCUSSION IN THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS STATEMENTS OF THE
COMPANY'S PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THESE FORWARD-LOOKING
STATEMENTS OF THE COMPANY ARE BASED ON THE CURRENT EXPECTATIONS OF THE COMPANY,
AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THIS INFORMATION. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HERE.
CALENDAR CAPITAL, INC. - OVERVIEW
From December 1994 until July 1, 1999, Calendar Capital was an inactive public
shell company. In July 1999, a new Board of Directors and management assumed
control of the Company and proceeded to make a cash infusion to bring the
Company current in its filings as well as having a fresh audit prepared and
certain liabilities addressed.
Effective January 1, 2000, the Company entered into a stock exchange agreement
to acquire all of the outstanding common stock of Entrenaut, Inc. in what will
eventually be finalized as a reverse merger. Currently, Entrenaut operates as a
wholly-owned subsidiary and all of the operations of the Company take place
through Entrenaut.
ENTRENAUT, INC.
Entrenaut Inc. is a Minnesota corporation formed in July, 1999 to act as an
incubator for early stage internet related business concepts by providing seed
capital and management oversight to internet companies that Entrenaut believes
have viable business concepts in exchange for consulting fees and equity in the
companies. Entrenaut also provides its services including strategic planning,
corporate development and market research to operating companies on a fee for
services arrangement. Additionally, Entrenaut holds equity positions in certain
portfolio companies in which it has made a direct investment without providing
additional incubator services.
Currently Entrenaut has two start-up companies in its incubator model as
described below. Both companies are Internet concepts conceived by Paul
Crawford, the CEO of the Company and Entrenaut, who is also the largest
shareholder of each of them.
CHEFINABOX. INC
One of the start-ups known as Chefinabox, Inc. has been temporarily shelved
pending a reworking of the model and the possible identification of a strategic
partner to further fund development. The concept of Chefinabox, Inc. is the
delivery of Bistro-style meals to e-consumers at their home. Key to this site is
the contextual affiliate links to sell wines, flowers, gifts, kitchenware, etc.
Entrenaut invested $215,000 to acquire 21% of Chefinabox.
OFFICECAUSE.COM, INC.
This concept is based upon a model that offers Business-to-Business shoppers the
opportunity to redeem a percentage of online purchases through its site and
donate a substantial portion of the proceeds to charity. A
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more recent strategy developed by OfficeCause.com, Inc. is `The Giving E" which
is for major charities and provides the backend software for a dedicated site
operated by a single charity. OfficeCause.com, Inc. is on line and has been
generating traffic. Entrenaut invested $200,000 to acquire 22% of
OfficeCause.com, Inc. The next step is to find a strategic partner for the
business or to sell it.
The Investor model of Entrenauts' portfolio contains four direct investments.
These include:
1. Commission Junction, Inc. - The Company paid cash of $500,000 to acquire
approximately 2% of the common stock of Commission Junction, Inc., a company
that provides a mechanism for affiliates and merchants to find each other over
the Internet and track transactions between the two companies. During the three
months ended June 30, 2000, the Company swapped 40,000 shares (or 40 percent of
shares owned) of Commission Junction, Inc. stock for 4,000 shares of Idealab!
Holdings, L.L.C preferred stock, which is convertible into common stock at a
10:1 ratio.
2. StoreItOnline, Inc. a Company in which Entrenaut owns approximately a 9%
interest, is an online provider of data storage services. The Company has also
advanced StoreItOnLine, Inc. an additional $45,000.
3. Superior Broadband, Inc. is a high bandwidth access provider (a
wireless, last mile solution) focused on providing service in rural Minnesota.
Entrenaut holds a 7.5% interest in Superior Broadband for which it paid $95,000.
4. J Cafe, Inc. is a local company that has completed development of a new
software engine to serve as an Internet or Intranet, interactive education and
development platform. Entrenaut's investment in the form of a convertible
debenture is equal to $150,000, or approximately a four percent interest on a
fully-diluted basis.
StoreItOnline, Superior Broadband, Inc. and J Cafe are all early stage
development companies none of which have realized any significant revenues.
During the next twelve months, the Company plans to seek strategic partners to
add funding to Chefinabox, Inc. and OfficeCause.com and in the case of
OfficeCause.com to further develop the back-end software that will enable the
Company to provide and operate dedicated web sites for larger charities. The
Company believes that such software will also be a saleable product and is
pursuing other technical development of software for which it believes there is
a market. In the case of StoreItOnline, the Company will be providing assistance
in marketing the Company's service. Entrenaut also seeks to leverage its staff
by marketing their skills on a consulting basis to companies that are not
portfolio companies of Entrenaut.
The Company has most recently been funding its operations through personal loans
from Paul Crawford, the Company's CEO. The Company currently does not have
adequate working capital to support its operations. The Company plans to seek
additional funds in the private or public equity or debt markets in order to
maintain and expand acquisitions of ownership interests and to create, build and
operate portfolio companies. The Company is also seeking to increase fee-based
revenue from consulting projects as well as technical product development for
funding operations. The Company's long-term success depends upon its ability to
attract capital and it may not be able to obtain such financing on acceptable
terms in which case the Company's ability to execute its business strategy will
be seriously impaired.
During the last quarter the Company significantly reduced its staff due to
working capital constraints and does not anticipate any new hires until
additional funding is realized.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As of the date hereof, the Company is not involved in any material
legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
There are no changes to report in the first quarter of 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
(a) The Company has outstanding convertible debentures totaling
$385,000, upon which it has defaulted as follows:
<TABLE>
<CAPTION>
Interest Price Per
Expiration Date Amount Rate Share
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<S> <C> <C> <C>
October 1, 1993 $ 60,000 9% $ .50
September 15, 1994 125,000 9% .50
October 3, 1994 200,000 8% .40
</TABLE>
Accrued interest at June 30, 2000, was $220,725.
(b) The Company has a note payable at December 31, 1999 and 1998, for
$150,000, with no stated rate of interest. The amount was due on June 1, 1995,
and the Company is currently in default on the note. The note is secured by
certain gaming equipment that was transferred by the Company to the Lightning
Casino St. Maarten in 1994.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to security holders during the first quarter
of 2000.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
Exhibit Number Description
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15.1 Letter on reviewed financial information
along with condensed financial statements
for the three months ended June 30, 2000.
27 Financial Data Sheet
(b) Reports on Form 8-K: The Company did not file any current reports
on Form 8-K the first quarter of the Company's fiscal year.
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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.
CALENDAR CAPITAL
By: /s/ Paul D. Crawford
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Paul D. Crawford, Chief Executive Officer
and Chief Financial Officer
Date: August 18, 2000
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