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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - KSB
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number:
SUMMEDIA.COM INC.
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(Exact name of registrant as specified in its charter)
Colorado 95-4734398
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1200-1055 West Hastings Street, Vancouver, B.C. Canada V6E 2E9
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(Address of principal executive offices)
(604) 605-0901
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(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Act:
Title of each class Name of Exchange on which registered
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Securities registered under Section 12(g) of the Exchange Act
Common Stock, par value $0.01
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Title of each class
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 twelve 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 No X
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-K is not contained in this form and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-K.
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As of February 25, 2000, there were 10,050,813 common shares held by
non-affiliates with a market value of $79,150,152 based on the February 25, 2000
share price of $7.8750.
As of February 25, 2000, there were 18,310,400 shares of common stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
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SUMMEDIA.COM INC.
FORM 10-KSB
DECEMBER 31, 1999
INDEX
PAGE
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Part I
Item 1 Description of Business 1
Item 2 Description of Property 10
Item 3 Legal Proceedings 10
Item 4 Submission of Matters to a Vote of Security Holders 11
Part II
Item 5 Market for Common Equity and Related Stockholder Matters 11
Item 6 Plan of Operation 12
Item 7 Financial Statements 19
Item 8 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures 36
Part III
Item 9 Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act 36
Item 10 Executive Compensation 40
Item 11 Security Ownership of Certain Beneficial Owners
and Management 41
Item 12 Certain Relationships and Related Transactions 43
Part IV
Item 13 Exhibits, Lists and Reports on Form 8-K 43
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PART I
ITEM 1: DESCRIPTION OF BUSINESS
(a) BUSINESS DEVELOPMENT
In December 1990, Pursuit Ventures Corporation (Pursuit) was incorporated in
the State of Delaware. In August 1998, Pursuit Ventures Corporation merged with
Remington Assets Limited (Remington), a Colorado corporation incorporated in
March 1997. At the time, Pursuit was the parent of Remington. Under the terms of
the merger, Pursuit became the surviving entity. As this transaction was between
entities under common control, it has been accounted for on a basis similar to a
pooling of interests. In September 1998, Pursuit changed its name to Reliance
Resources Inc. On August 6, 1999, Reliance Resources Inc. entered into a share
exchange agreement with SUM Media Corp. (formerly known as E-Com Media Corp.), a
British Columbia, Canada Internet media and marketing company. Pursuant to the
terms of the exchange agreement, Reliance Resources Inc. issued 3,200,000 common
shares to acquire all of the issued and outstanding shares of SUM Media Corp.
Immediately after the share exchange, Reliance Resources Inc. focused its
operations on Internet media and marketing. From inception to the date of the
share exchange, Reliance Resources Inc., Pursuit and Remington were inactive
companies whose business purpose was to acquire a business opportunity which
management believed offered potential long-term growth. On August 25, 1999,
Reliance Resources Inc. changed its name to SUMmedia.com Inc. (the "Company" or
"SUMmedia.com")
On August 30, 1999, SUMmedia.com received approval to change its trading
symbol on the over-the-counter bulletin board from "PSVC" to "ISUM."
SUMmedia.com is a development stage company.
(b) BUSINESS OF THE ISSUER
Business
SUMmedia.com is an Internet media and marketing company that provides online
coupons, or "eCoupons," for small businesses through its portal,
savingumoney.com. SUMmedia.com's goal is to provide Internet marketing
initiatives for smaller businesses lacking the expertise or financial resources
to carry on "eCommerce." In addition to its current eCoupon operations,
SUMmedia.com receives revenue from the sale of banner advertisement space on its
websites and from the sale of web sites it custom develops for its customers.
SUMmedia.com plans to develop, market and support online marketing and
promotional activities for web site hosting, as well as online shopping
"storefronts" that enable small businesses to cost effectively utilize the
Internet, regardless of their size, resources or global address.
SUMmedia.com plans to address the following issues that are frequently
encountered by development stage companies in new and rapidly evolving markets:
o protecting and enhancing its corporate brand, SUMmedia.com, through
investment relationships, strategic links, public relations and
traditional trademark protection protocols;
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o protecting and enhancing its eCoupon web site, savingumoney.com,
through aggressive marketing and contracting with a search engine
optimization specialist;
o expanding its products and services and increasing the value of its
eCouponing services;
o increasing the amount of Internet traffic to SUMmedia.com and
savingumoney.com, as well as other company web sites currently under
development;
o increasing the number and types of its business customers;
o attracting retaining and motivating qualified personnel; and
o developing the company's financial, information technology and
operations infrastructure.
PROTECTING AND ENHANCING ITS CORPORATE BRAND, SUMMEDIA.COM.
The business partnerships and relationships that SUMmedia.com intends to
create are important components of protecting and enhancing its corporate brand.
These relationships will attempt to provide brand enhancing benefits, including:
o credibility in current and future markets;
o newspaper and online advertising space on a contra basis where key
business partners will be offered SUMmedia.com services or shares in
consideration for the key business partners' services. This is
anticipated to help enhance the value of such relationships to both
parties as each will have a vested interest in the other's success; and
o product innovations, including wireless applications and secured
eCoupons.
Another tool SUMmedia.com uses to protect and enhance its corporate brand is
the seamless integration of the SUMmedia.com brand into all of its web sites.
From its savingumoney.com web site, to the sites developed and hosted for its
customers, corporate branding will be reinforced via a "powered by SUMmedia.com"
message that will directly link to SUMmedia.com's corporate web site.
SUMmedia.com also utilizes traditional public relations methods to enhance
its corporate brand. SUMmedia.com's news releases, press conferences and
editorial coverage include specifics about SUMmedia.com designed to reinforce
its corporate brand with the investment community and prospective customers and
eCoupon users.
Lastly, SUMmedia.com has endeavored to protect all of its various brands
through traditional trademark protection protocols.
PROTECTING AND ENHANCING ITS ECOUPON WEB SITE, SAVINGUMONEY.COM.
SUMmedia.com's primary web site, savingumoney.com, is now operational in
several Canadian markets, either directly or through business alliances with
third parties. In addition, support offices are open in the following locations:
o Seattle, Washington: U.S. corporate office; Seattle marketing launched
in mid-February 2000;
o Hong Kong: joint venture; marketing launch anticipated in early March
2000; and
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o Sydney, Australia: joint venture; marketing launch pursuant to a non
binding agreement with ISEC Ltd. anticipated in early April 2000. ISEC
is expected to deliver the savingumoney.com concepts to Internet
consumers in Australia and New Zealand.
It is anticipated that the opening of new markets will protect and enhance
the savingumoney.com brand by providing broader geographic coverage. However,
management believes that the key component of enhancing the brand is to secure
its place on the consciousness of consumers. To this end, the following
marketing communications plans, at a total estimated cost of U.S. $10.7 million,
are in place:
o Canada: an online and traditional media launch at a cost of $3 million
for 2000;
o Seattle: a five-week online and traditional media launch at a cost of
$500,000, with an additional $1 million expected to be spent through
2000;
o U.S.: new U.S. territory initial advertising launches at a cost of $3
million to be spent through 2000 for territories yet to be identified;
o Hong Kong: a five-week integrated media launch at a cost of $400,000,
with another $800,000 expenditure expected through the remainder of
2000; and
o Sydney: an integrated, five-week launch at a cost of $500,000, plus an
additional $1.5 million expenditure through 2000.
In addition to the marketing launches listed above, SUMmedia.com's
management anticipates that a worldwide launch of its products to commence
during the next year would add at least another U.S. $50 million to its total
costs.
EXPANDING SUMMEDIA.COM'S PRODUCTS AND SERVICES AND INCREASING THE VALUE OF ITS
ECOUPONING SERVICES.
Several product and service enhancements and innovations are at various
stages of their respective development cycles. The following are product and
service enhancements relating to savingumoney.com:
o easier to use design;
o data-driven eCoupons with improved consumer functionality; the
data-driven eCoupon will have specific words or phrases associated with
them (i.e. type of store, geographical area). These detailed and
specific words or phrases will allow consumers to do specific searches
of the eCoupon database based on specific key words or phrases which
the consumer enters. As a result, this specific search will reduce the
number of coupons that will match the consumers search request and
thus allow the consumer to find the coupon they want more efficiently.
o value-added services for members, such as email date reminders,
personalization and shopping lists;
o pop-up advertising features to be sold to eCoupon customers;
o "mini-Web sites" to be sold to customers desiring to expand their
eCoupon presence on SUMmedia.com's site;
o secured eCoupons aimed at satisfying the "retailer abuse" concerns of
major packaged goods manufacturers; and
o savingumoney.com "eMalls" in which eCoupon customers will be able to
sell their products online at themed online malls.
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SUMideas.com, SUMmedia.com's Web site development/hosting service, through
which SUMmedia.com will introduce new services, such as a low-priced entry level
site design and hosting program (enabling customers to order and buy online, as
well as through SUMmedia.com's sales force), is also expected to accelerate
growth.
INCREASING THE AMOUNT OF INTERNET TRAFFIC TO SUMMEDIA.COM AND SAVINGUMONEY.COM
Management anticipates that the amount of traffic driven to SUMmedia.com's
web sites will be increased through SUMmedia.com's efforts to enhance its
corporate and eCoupon web site brands using the various marketing and other
initiatives described above. In addition, SUMmedia.com plans to use strategic
alliances and business partnerships to further enhance the traffic to its
company website.
SUMmedia.com also intends to contract for the services of a search engine
optimization specialist to promote savingumoney.com to higher search engine
rankings. A search engine optimization specialist is someone with specific
expertise in how search engines actually search the worldwide web in response to
a consumer's search for information. Due to their special expertise, a search
engine optimization specialist is able to make specific recommendations as to
the format and set up of the company's web page so that the company's web page
is promoted to higher search engine rankings. In addition to making format
changes, the search engine optimization specialist will put together submissions
to search engines so that they become aware of the company's page.
INCREASING THE NUMBER AND TYPES OF BUSINESS CUSTOMERS
Unlike the majority of its competitors, SUMmedia.com caters to the vast
number of smaller businesses and does not focus on Fortune 500-type companies.
The number of small businesses that are potential customers of SUMmedia.com is
continually growing, as new businesses are created every day. In addition,
management believes that many of these smaller businesses will be most likely to
use SUMmedia.com's ability to quickly and easily bring a business online.
Notwithstanding its targeted appeal to small businesses, SUMmedia.com has
also identified a strategy to attract large national/multinational brands to its
services. Management believes that there are many large companies that remain
skeptical of online couponing. While they are attracted by the timely and
inexpensive delivery of coupons via the Internet, large companies are concerned
about potential abuse by retailers. For example, one of their recurring concerns
is that retailers may simply print online coupons themselves and fraudulently
submit them for reimbursement by the manufacturers.
To address this issue, SUMmedia.com's senior information technology and
marketing personnel are working closely with SUMmedia.com's technology partners
to identify and develop a solution to the large national/multinational brands'
concerns. To date, efforts in this regard are still in the preliminary stages.
ATTRACTING, RETAINING AND MOTIVATING QUALIFIED PERSONNEL
In order to attract, retain and motivate qualified personnel, SUMmedia.com
is adopting highly competitive and innovative human resource policies. Salary
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structures and benefit programs will be equivalent to or supersede those offered
by others in similar businesses. In addition, most employees will be offered
employee stock options when they join SUMmedia.com. Management believes that one
of the keys to the success of the business is the quality of its people. The
policies and procedures of the Company will reflect this belief.
DEVELOPING THE COMPANY'S FINANCIAL, INFORMATION TECHNOLOGY AND OPERATIONS
INFRASTRUCTURE
In order to support SUMmedia.com's operations in the areas of Internet
research, growth and maintenance of internal operations and geographical
expansion, the Company expects to spend approximately $4.0 million in the next
year. Internet research consists of staying current with technological changes
related to the Internet and ensuring that the Company's web site has competitive
content. The Company expects to employ 10 additional employees in the next year
to conduct ongoing Internet research. The growth and maintenance of internal
operations is required to match the expected growth in sales in the upcoming
year. Also, SUMmedia.com expects to spend approximately $1 million for hardware,
approximately $500,000 for software and add approximately 15 people to the
information technology team to meet the needs of expected growth in internal
operations. In addition, SUMmedia.com expects to spend approximately $1 million
on hardware, $500,000 on software, and add 10 employees in order to undertake
its planned geographical expansion. Total salaries for the additional
information technology employees required is anticipated to be approximately $1
million.
In addition to the technological staff requirements, management anticipates
that an additional 40 administration staff members will be required to support
the growth in other areas of SUMmedia.com's business. To handle the new staff
levels, management also anticipates requiring additional office space and
furniture. In total, the additions to administration staff and facilities could
add $5 million to SUMmedia.com's operational costs.
Product Offerings
Of its services, SUMmedia.com anticipates that eCoupons will be its major
source of revenue for the foreseeable future. SUMmedia.com's eCoupon offerings
are still in their infancy, and, as a result, the effectiveness of eCoupons, as
compared to traditional methods of reaching customers, cannot yet be determined.
SUMmedia.com hopes to demonstrate to corporate customers that its eCoupons will
increase the rate at which comparison shoppers become purchasers, improve
customer satisfaction on SUMmedia.com's web sites and offer a cost-effective
alternative to newspaper and magazine advertising. If SUMmedia.com is unable to
do this, its ability to attract and retain corporate customers will likely be
impaired.
SUMmedia.com offers three types of eCoupon contracts. For the first type of
contract, the "millennium special," the customer pays the company in advance a
non-refundable one-year fee to have its eCoupon posted on SUMmedia.com's web
site for a period of one year. Under the millennium special contract, the
customer is required to pay SUMmedia on signing their eCoupon contract. Upon
receiving the signed contract and payment, SUMmedia is then obligated to develop
the customer's eCoupon and post the eCoupon onto the savingumoney.com website.
The second type of contract that SUMmedia.com offers provides for a one-year
commitment in which the customer pays a monthly fee to have its eCoupon posted
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on SUMmedia.com's web site. In this contract, the customer obtains the first
three months at no cost and does not have the right to cancel. Under this
contract, SUMmedia.com must develop the customer's eCoupon and post the eCoupon
onto the savingumoney.com website before the customer is required to pay. Given
that this contract has a three-month free period, it is not expected that the
eCoupon development or posting would cause a delay in customer cash payment at
the start of month four. The third type of contract SUMmedia.com offers provides
90 days of free service to the customer, after which time the customer may
decide if they want to enter into a one-year contract. If SUMmedia.com is unable
to offer sufficient value to its customers during the term of the 90-day
contract, the customers may not renew their contracts. If SUMmedia.com does not
obtain a sufficient amount of contract renewals, or if such renewal contracts
are obtained on terms less favorable than the original contracts, its business
will be materially adversely affected. If the customer does renew under this
contract, the customer is required to begin payment immediately as their eCoupon
would already have been developed and posted on the savingumoney.com website.
Revenues related to eCoupon contracts are recognized by SUMmedia.com ratably
over the duration of the contract. For contracts where customers have a 90-day
free trial with the right to cancel, no revenue is recognized until the customer
enters into a one-year contract.
Currently, SUMmedia.com has approximately 3,200 eCoupon customers. Of
SUMmedia.com's 3,200 eCoupon customers, approximately 3,050 are doing business
under a 90-day promotional program (all figures represent eCoupon customers who
have signed a one year contract). All customers have contracts that span at
least one year. Less than five percent of the customers have contracts greater
than one year.
SUMmedia.com also generates revenues from web page design and development.
The amount charged to the customer for the web page design is based on the
length of time required to develop the customer's web pages. All details of the
web page design are outlined in a contract which is signed and approved by the
customer. Upon signing the contract, the customer is required to make a 50%
non-refundable deposit. Upon completion of the web page and approval by the
customer, the remaining 50% is payable. The company recognizes revenues related
to web page design using the completed contract method, as the duration of the
contract is typically short. In addition, any deposits received by the company
related to web page design are deferred until the contract is completed. The
market for the creation of web pages is very competitive. Management hopes to
use the contacts it has established through its eCoupon business to obtain web
page development work. SUMmedia.com recognizes revenues related to the
development of customer web pages using the completed contract method. To date,
revenues from this source have been insignificant.
A third source of revenue for SUMmedia.com is regional exclusivity fees.
Regional exclusivity fees represent amounts paid to the company for the
exclusive right to market the company's products in a predefined geographic
region. The customer is required to pay the regional exclusivity fee prior to
SUMmedia.com performing any tasks related to the initial set up and training.
The exclusivity fee charged depends on the number of customers in the region
being granted and the percentage of those customers who are expected to use the
Internet. Revenues from regional exclusivity fees are recognized on a
straight-line basis over the term of the agreement. Where the agreement does not
specify a term, the Company only records revenues to the extent of costs
incurred. Amounts received in excess of revenues recognized are included in
deferred revenue.
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An incidental revenue source for SUMmedia.com is banner ad advertising,
pursuant to which SUMmedia.com customers pay for the right to advertise on one
of the SUMmedia.com web sites. Generally, contracts for banner ads range from
one month to one year in duration. Currently, over 90% of SUMmedia.com's banner
ad contracts are for periods from one to three months. Under banner ad
contracts, SUMmedia.com is required to develop the customer's banner ad and post
it onto the appropriate SUMmedia.com website before the customer is required to
pay in cash. The company recognizes revenues related to banner ads ratably over
the term of the banner ad contract. To date, revenues from this source have been
insignificant. It is anticipated that revenues from Internet advertising, as
opposed to eCoupon revenue, will provide an incidental portion of SUMmedia.com's
future revenues. Because the Internet advertising market is new and rapidly
evolving, SUMmedia.com cannot yet gauge its effectiveness, as compared to
traditional advertising media. Advertisers who have traditionally relied on
other advertising media may be reluctant to advertise on the Internet in the
belief that Internet advertising is less effective than traditional advertising
media for promoting their products and services. Consequently, advertisers may
allocate only limited portions of their advertising budgets to Internet
advertising. Another risk lies in the deep discounting offered by online
advertising, a strategy that SUMmedia.com believes it must match for the
foreseeable future in order to penetrate this market. Deep discounting occurs
when companies charge rates that are barely profitable, or even loss-leading
rates, in order to gain a presence on the web. SUMmedia.com expects that, as the
Internet matures, deep discounting will subside. Since Internet advertising is
not expected to be a significant revenue source, the effect of deep discounting
on SUMmedia.com's operations will likely be negligible.
SUMmedia.com does not expect to encounter any issues with tracking each of
its revenue streams, as revenues from exclusivity fees and web page development
are based on agreements entered with the Company's customers. In addition,
coupon and banner ad revenues are earned over specified time periods. Similarly,
revenue streams should not be affected by SUMmedia.com's customers or
SUMmedia.com's customers' actions.
Sales Channels
SUMmedia.com employs a direct sales team of approximately 60 full-time
employees in North America. The sales team are paid with a base salary and a
commission based on products sold. The direct sales team gains and retains
customers through door-to-door, phone, Internet and mail solicitation.
Additionally, via its web site, SUMmedia.com offers users the ability to
recommend the service to friends and associates. SUMmedia.com is also currently
exploring an employee referral program. In the future, SUMmedia.com plans to use
strategic business alliances and partnerships to help increase its customer base
further.
Currently, SUMmedia.com offers its services to Canadian customers through
its British Columbia, Alberta and Ontario eCoupon portals. Additionally,
SUMmedia.com offers its services to U.S. customers directly via its Seattle
eCoupon portal, launched in February 2000, and through Canadian companies that
are marketing to the traveling public, including U.S. travelers. SUMmedia.com is
currently identifying other key market opportunities in the U.S. and expects to
rollout in these markets throughout the current year.
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SUMmedia.com also anticipates adding customers in Australia, Hong Kong,
Japan, Malaysia, Singapore and Europe, based on anticipated rollouts in those
countries throughout 2000. It is anticipated that, in all rollouts, the product
lines and services offered will be virtually identical to the products and
services presently offered by the Company.
Competition
There are a significant number of sites on the Internet offering coupons for
use online and offline. Two of SUMmedia.com's most significant competitors are
ValuPage.com and CoolSavings.com. ValuPage.com is a grocery-only coupon site,
while CoolSavings.com is exclusively focused on nationally branded products and
national retail chains. CoolSavings.com carries coupons for approximately 300
companies. In addition to these two significant competitors, there are numerous
smaller online coupon sites, as well as companies using traditional media such
as newspaper inserts, direct mail flyers and co-op envelopes to distribute their
coupons. Many of SUMmedia.com's existing competitors, as well as potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than SUMmedia.com.
Intellectual Property
SUMmedia.com is attempting to be proactive in protecting its intellectual
property rights. It has filed five trademark applications in Canada, Hong Kong,
the U.S. and the European Union and is in the process of filing applications in
Australia and additional ones in the U.S. SUMmedia.com filed copyright
registrations in Canada for its web site designs in February 2000. SUMmedia.com
owns approximately 20 domain names and is in the process of protecting them with
trademarks. SUMmedia.com is in the process of applying for a U.S. patent for
certain elements of its technology.
Pursuant to Canadian intellectual property laws, copyright protection, at a
base level, is acquired automatically in Canada for the computer programs and
web site designs developed by SUMmedia.com employees. Canadian law provides a
higher level of copyright protection once the copyright is registered.
SUMmedia.com anticipates filing copyright applications for SUMMEDIA and SAVING U
MONEY in the near future.
In general, SUMmedia.com plans to protect its copyrights, service marks,
trademarks, and trade secrets through a combination of laws and contractual
restrictions, including confidentiality and non-disclosure agreements. For
example, SUMmedia.com may elect to register its trademarks and service marks in
the United States and internationally. However, effective trademark, service
mark, copyright and trade secret protection may not be available in every
country in which SUMmedia.com's services are made available online. Because
SUMmedia.com is devoting significant resources to building its brands, primarily
"savingumoney.com" and "SUMmedia.com," through media advertising campaigns, if
it is not granted registered status for the trade and service marks for which it
has applied, or if it is unable to defend its intellectual property rights, its
business may be materially and adversely affected.
Computer programs and web site designs, or portions thereof, that have been
developed by independent contractors and consultants engaged by SUMmedia.com are
supported by agreements to transfer the copyright and ownership rights to
SUMmedia.com. Non-disclosure, assignment of invention and non-competition
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agreements are required to be delivered by all employees and consultants of
SUMmedia.com to ensure that any individual ownership rights in intellectual
property are transferred to SUMmedia.com.
Regulation
Any new law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could decrease the demand for SUMmedia.com's
services, increase its cost of doing business or otherwise have a material
adverse effect on its business. There is, and will likely continue to be, an
increasing number of laws and regulations pertaining to the Internet. These laws
or regulations may relate to liability for information retrieved from or
transmitted over the Internet, online content regulation, user privacy,
taxation, and the quality of products and services. Furthermore, the growth and
development of electronic commerce may prompt popular demand for more stringent
consumer protection laws that may impose additional burdens on electronic
commerce companies. Moreover, the applicability to the Internet of existing laws
governing intellectual property ownership and infringement, copyright,
trademark, trade secret, obscenity, libel, employment, personal privacy and
other issues is uncertain and developing.
SUMmedia.com will file tax returns in such jurisdictions as required by law
based on principles applicable to traditional businesses. However, one or more
jurisdictions could seek to impose additional income tax obligations or sales
tax collection obligations on foreign companies, such as SUMmedia.com, which
engage in or facilitate electronic commerce. A number of proposals have been
made at state and local levels that could impose such taxes on the sale of
products and services through the Internet or the income derived from such
sales. Such proposals, if adopted, could substantially impair the growth of
electronic commerce and adversely affect SUMmedia.com's business.
Research and Development
During the year ended December 31, 1999, SUMmedia.com expended $97,014 on
research and development. No costs were incurred in prior years. Research and
development costs consisted primarily of payments to outside contractors and
associated expenses related to engineering design work and testing of
SUMmedia.com's technology. SUMmedia.com expects to spend approximately $500,000
on research and development and related activities in the year 2000. These
activities include the design of new company web pages and the development of
new coupon delivery technologies. Amounts expended will consist primarily of
salaries to company employees and fees paid to consultants.
Employees
As of December 31, 1999, SUMmedia.com had 89 employees (including 16 in Toronto,
Ontario, 57 in Vancouver, British Columbia, and 16 in Seattle, Washington).
SUMmedia.com has never experienced an employee organized work stoppage, and no
employees are represented under collective bargaining agreements. SUMmedia.com
considers relations with its employees to be good.
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Reports to Security Holders
At this time, SUMmedia.com does not intend to deliver annual reports to its
security holders as these reports will be made available in electronic format
through the SEC.
SUMmedia.com filed its registration statement with the SEC, and the registration
statement became effective on March 22, 2000. Prior to March 20, 2000, the
company was not required to file any reports with the SEC. It had filed reports
on a voluntary basis, commencing with Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999. Pre decision companies had similarly made
voluntary filings.
Anyone wishing to view and/or copy materials that have been filed by
SUMmedia.com with the Securities and Exchange Commission, may do so at the SEC's
Public Reference Room located at 450 5th Street, N.W., Washington D.C. 20549.
Information pertaining to the operations of the SEC's Public Reference Room may
be acquired by calling the SEC at 1-800-SEC-0330. Since SUMmedia.com is an
electronic filer of materials, access to its materials may be gained at the
SEC's website at http://www.sec.gov. SUMmedia.com's website is
http://www.summedia.com.
ITEM 2: DESCRIPTION OF PROPERTY
SUMmedia.com conducts all of its operations from leased and sub-leased
facilities at various locations. SUMmedia.com believes that its current
facilities will be adequate for its current and foreseeable future needs,
although future additions will be required with the establishment of any new
offices under SUMmedia.com's expansion plans.
The following table sets forth certain information relating to SUMmedia.com's
facilities:
<TABLE>
<CAPTION>
Location Size (sq. ft) Use Lease Expiration
-------- ---- --- ----------------
<S> <C> <C> <C>
Vancouver, BC, Canada 8,800 Headquarters and sales July 31, 2003
office
Toronto, ON, Canada 3,500 Sales office September 30, 2004
Seattle, WA, USA 3,900 Sales office October 31, 2004
</TABLE>
ITEM 3: LEGAL PROCEEDINGS
On January 31, 2000, Jihong Zhang, a former officer and director of
SUMmedia.com, commenced legal proceedings by filing a writ of summons against
SUMmedia.com, SUM Media Corp. and Grant Peterson in the Supreme Court of British
Columbia. In her suit, Ms. Zhang alleges that the defendants failed to pay her
compensation amounting to 150,000 restricted and 100,000 unrestricted shares of
SUMmedia.com's common stock and 200,000 options to purchase shares of
SUMmedia.com's common stock. In addition, Ms. Jihong claims wrongful breach of
her employment contracts with the defendants and related tortious acts. Ms.
Jihong is seeking costs and such relief as is deemed necessary by the Court.
10
<PAGE> 13
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A decision to change SUMmedia.com's principal independent accountant
was recommended by the board of directors and was approved by the shareholders
on August 20, 1999. In January 2000, SUMmedia.com appointed
PricewaterhouseCoopers LLP as its independent accountants.
PART II
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION.
SUMmedia.com's common stock trades on the OTC Bulletin Board. The range of
high and low bid quotations for the year ended December 31, 1999 was between
$6.75 and $1.875. These quotations represent prices between dealers and do not
include retail markups, markdowns or commissions and may not necessarily
represent actual transactions. The source of the high and low bid information is
The Nasdaq Stock Market, Inc. Management has been unable to locate any trading
information for the quarterly periods ended between December 31, 1997 and July
9, 1999.
The market in which SUMmedia.com's common stock trades is commonly referred
to as the electronic bulletin board. In this market, an investor may find it
more difficult to dispose of or to obtain accurate quotations as to the market
value of SUMmedia.com's common stock. In addition, SUMmedia.com is subject to a
rule promulgated by the Securities and Exchange Commission that provides that,
if SUMmedia.com fails to meet certain criteria set forth in such rule, various
sales practice requirements are imposed on broker/dealers who sell
SUMmedia.com's common stock to persons other than established customers and
accredited investors. For these types of transactions, the broker/dealer has to
make a special investor suitability determination for the purchaser and to have
received the purchaser's written consent to the transactions prior to sale.
Consequently, the rule may have an adverse effect on the ability of
broker/dealers to sell SUMmedia.com's common stock, which may, in turn, have an
adverse effect on the ability of purchasers to sell SUMmedia.com's common stock
in the market.
HOLDERS
As of December 31, 1999, SUMmedia.com had approximately 50 holders of record
of its common stock.
DIVIDENDS
SUMmedia.com has not declared cash dividends on its common stock since its
inception. SUMmedia.com does not anticipate paying any dividends on its common
stock in the foreseeable future.
11
<PAGE> 14
ITEM 6: PLAN OF OPERATION
Forward-Looking Statements
This document contains certain forward-looking statements that involve risks
and uncertainties, such as statements of SUMmedia.com's plans, objectives,
expectations and intentions. When used in this document, the words "expects,"
"anticipates," "intends," "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related forward-
looking statements wherever they appear in this document. SUMmedia.com's actual
results could differ materially from those discussed in this document.
Cash requirements
The company has not yet generated significant revenues, has no assurance of
future profitability and has losses from operations. These factors raise
concerns about the company's ability to continue as a going concern. To address
these issues, management is continuing to aggressively pursue additional
financings. Subsequent to December 31, 1999, the company has raised an
additional $9,260,700 from new financings to fund operations. Management plans
to continue to pursue additional new financings to fund operations until it is
able to generate significant revenues and profits from its business operations.
SUMmedia.com believes that its existing cash and cash sources will not be
sufficient to fund its losses from operations, its capital expenditures and
other obligations beyond the next three months. If SUMmedia.com is not
successful in generating sufficient cash flow from operations or in raising
additional capital when required in sufficient amounts and on terms acceptable
to SUMmedia.com, its business, financial condition and operating results will be
materially adversely affected.
As detailed in previous sections, SUMmedia.com anticipates that at least $70
million U.S. will be required over the next 12 months to fund the following:
opening of new markets and generating brand awareness ($10.7 million), worldwide
launch of SUMmedia.com products ($50 million), expansion and improvement of the
company's financial and information technology infrastructure ($4.0 million),
expansion and improvement of the Company's operations infrastructure ($5.0
million), and continued research and development activities ($0.5 million).
In order to meet the expected cash deficiency and liquidity issues,
SUMmedia.com's management team is aggressively pursuing third-party investors
and strategic alliances. In addition, previously completed private sales of
securities included warrants that allowed investors to invest an additional $13
million in SUMmedia.com within one-year of the date of the purchase of the
warrant.
Research and Development
During the next 12 months, SUMmedia.com intends to expend approximately
$500,000 in the pursuit of Internet research and development. These expenditures
will relate to the development of new company web pages and the development of
new coupon delivery technologies. Amounts to be expended include salaries for
company employees and fees paid to consultants.
12
<PAGE> 15
Purchases of significant equipment
SUMmedia.com had commitments of approximately $810,000 related to capital
expenditures at December 31, 1999. Such expenditures will primarily be for
computer equipment and software for SUMmedia.com's enterprise-wide systems.
SUMmedia.com also has total minimum lease obligations of $1,264,663 under
certain operating leases, and $72,257 in capital leases, through October 2004.
Employees
As of December 31, 1999, SUMmedia.com had 89 employees (including 16 in Toronto,
Ontario, 57 in Vancouver, British Columbia, and 16 in Seattle, Washington).
SUMmedia.com plans to open corporate or joint venture sales offices in 15 new
cities or regions over the next 12 months. Each launch of a business in a new
region is expected to require the addition of approximately 25 employees. As a
result, the company expects to add approximately 375 additional employees during
2000.
Results of Operations
SUMmedia.com commenced operations as an Internet media and marketing company
on August 6, 1999 with its purchase of all the issued and outstanding shares of
SUM Media Corp. From inception (December 7, 1990) to August 6, 1999,
SUMmedia.com was an inactive "shell" with no operations or revenues; it had an
accumulated deficit of $644,500, comprised mainly of general and administrative
costs (legal, audit, etc.). As a result, comparative figures are not meaningful
and are, therefore, not included in this discussion.
SUMmedia.com reports in its financial statements in the U.S. dollar, but in
1999 its functional currency shifted to the Canadian dollar due to a change in
SUMmedia.com's principal business activity. While management expects
SUMmedia.com's functional currency to soon return to the U.S. dollar, it does
not anticipate exchange rate or inflation forces to be material until that time
because historical analysis of the two currencies shows relative stability.
SUMmedia.com incurred a deficit of $8.3 million from August 6, 1999 to
December 31, 1999, due to stock based compensation, operating expenses,
marketing and branding development, goodwill amortization and continuing costs
of raising capital.
Revenues for the year ended December 31, 1999 were $132,051. Approximately
36% of SUMmedia.com's revenues for the year ended December 31, 1999 were derived
from exclusivity fees from Canadian businesses. These regional exclusivity fees
represent amounts earned by the Company for the sale of exclusive right to
market the company's products in three predefined geographical regions: Kelowna,
B.C., Victoria, B.C. and Calgary, Alberta. The balance of SUMmedia.com's
revenues were derived from eCoupon sales revenue (approximately 37%) which was
earned by the Company for each month that SUMmedia.com eCoupons are posted on
the savingumoney.com website, website development revenue (approximately 18%)
which was earned by the Company on the completion of the development of
customers' websites and online advertising on SUMmedia.com's web site
(approximately 9%) which was earned by the company for each month that
customer's banner ads are posted on a SUMmedia.com website.
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<PAGE> 16
General and administrative expenses for the year ended December 31, 1999
were $2.4 million. These expenses are generally attributed to the hiring of over
55 administrative staff to build the infrastructure of SUMmedia.com in areas of
executive management, administrative personnel and technical support for
SUMmedia.com's offices, at a cost of approximately $600,000. Another significant
expenditure was travel expenses associated with trips to the United States,
Australia and Asia to secure financing and business partners for SUMmedia.com at
a cost of approximately $300,000. Leased office space consisted of approximately
16,200 square feet at December 31, 1999, resulting in a cost of approximately
$130,000. General and administrative expenses also include approximately
$260,000 relating to startup and business expansion costs relating to
SUMmedia.com's Hong Kong joint venture interest. SUMmedia.com anticipates that
general and administrative expenses will continue to increase as SUMmedia.com
pursues its product rollouts by expanding to new cities and regions.
In conjunction with the acquisition of SUM Media Corp. on August 6, 1999
(the "Acquisition"), the following transactions occurred concurrently with the
Acquisition. Tigerlily Financial Inc. ("Tigerlily") and Cambridge Asset Holdings
S.A. ("Cambridge"), consultants to the companies in arranging the transaction,
each acquired 1,125,000 common shares of SUM Media Corp. for nominal
consideration from two significant shareholders. These common shares were
immediately exchanged for a total of 800,000 common shares of the company
pursuant to the Acquisition. Tigerlily and Cambridge invested a total of
$1,000,000 in the company for 1,000,000 units consisting of one common share and
one share purchase warrant entitling the holder to purchase one common share at
a price of $3 per share for a period of 24 months. These units were transferred
by Tigerlily and Cambridge to two significant shareholders of the company who
were officers and directors of the company. Based on the above, the Company
recorded an issuance of 800,000 common shares to Tigerlily and Cambridge for
cash proceeds of $1,000,000. The fair value of the 800,000 common shares, based
on the quoted market value of the Company's stock on the OTC bulletin board of
$3.75 per share at the time the private placement was announced, exceeded the
proceeds received by the Company by $2,000,000. Of this amount, $1,000,000 has
been allocated as a direct cost of the Acquisition and the remaining $1,000,000
has been recorded as stock based compensation related to other services provided
to the Company and its shareholders prior to the Acquisition. The two
significant shareholders effectively received the 200,000 common shares and
1,000,000 share purchase warrants which have been recorded as stock based
compensation expense in the amount of $1,500,000. The costs related to the SUM
Media Corp. acquisition and the stock based compensation that arose from the
transaction were one time costs and management does not expect to incur such
costs on an ongoing basis.
Research and development costs amounted to $97,000 for the year ended
December 31, 1999. Research and development costs were primarily comprised of
payments to outside contractors and expenses related to engineering design work
and testing of SUMmedia.com's technology. Product development expenses are
expected to increase to approximately $500,000, primarily due to the payment of
consulting fees and salaries related to the development of additional web sites
and new eCoupon technologies.
During the year ended December 31, 1999, SUMmedia.com incurred $1.4 million
on various sales and marketing costs, of which $450,000 was spent on salaries
for over 40 new sales and marketing employees, with the remainder being spent on
promotional activities. SUMmedia.com's sales and marketing expenses are
comprised primarily of compensation for SUMmedia.com's sales and marketing
personnel, advertising, tradeshow and other promotional costs and expenses for
14
<PAGE> 17
creative design of SUMmedia.com's websites. These costs resulted primarily from
growth in the number of personnel, increases in online, radio, and international
advertising and third-party services. Sales and marketing expenses are expected
to increase in the near term due to branding, advertising and marketing
expenses, as well as incremental expenses associated with personnel additions
expected to be made in the next year.
Amortization expense related to property and equipment was $97,000 for the
year ended December 31, 1999 during which period SUMmedia.com purchased
computers, office equipment, furniture and fixtures and software at a total cost
of $1.6 million. In addition, on the purchase of SUM Media Corp. SUMmedia.com
acquired $283,000 of property and equipment consisting primarily of computer
equipment ($168,000) and a leased promotional vehicle (a large four-wheel drive
military style truck decorated with the savingumoney.com logo) ($107,000).
Amortization expense related to Goodwill on the purchase of SUM Media Corp. was
$1.0 million for the year ended December 31, 1999.
For the year ended December 31, 1999, SUMmedia.com incurred an allowance for
doubtful accounts of $11,133 (approximately 15% of the outstanding A/R balance
at December 31, 1999). This level of allowance was required primarily due to the
fact that the majority of the SUMmedia.com's customers are small to medium sized
businesses or startups. These types of businesses are typically more likely to
have payment problems. Management does not expect the current allowance for
doubtful accounts to accounts receivable relationship to continue as management
has started implementing a stricter policy where customers are required to pay
for services in advance. As a result, management believes that its current
revenue recognition policies are appropriate.
Liquidity and Capital Resources
At December 31, 1999, SUMmedia.com had $2,108,167 in cash, working capital
of $997,998 and shareholders' equity of $14,470,291. Net cash used in
SUMmedia.com's operating activities was $3,082,010 for the year ended December
31, 1999. Net cash flows used in operating activities consisted primarily of a
loss for the year of $8,314,771. The loss for the year was offset by non-cash
stock-based compensation charges of $2,500,000 and amortization of property and
equipment and goodwill of $1,898,641. The change in the Company's net working
capital also contributed $834,120 to operating cash flows.
Cash flows from financing activities of $6,562,834 were derived primarily
from $7,309,000 of proceeds received from the issuance of common shares.
Subsequent to December 31, 1999, the Company issued 308,000 common shares to
Enrich Investment Holdings Ltd. for gross cash proceeds of $1,001,000, 1,000,000
common shares to Hollinger Digital Inc. for gross cash proceeds of $4,000,000,
159,900 common shares to Core Pacific - Yamaichi International (H.K.) Limited
for gross cash proceeds of $479,700, 700,000 common shares to e-Kong Group Ltd.
for gross cash proceeds of $3,675,000 and 20,000 common shares to Eastern Dragon
Enterprises Ltd. for gross cash proceeds of $105,000. The $9,260,700 gross cash
proceeds raised from the issuance of 2,187,900 common shares subsequent to
December 31, 1999 improved the company's liquidity and capital resources. In
conjunction with the issuance of common shares to Hollinger Digital Inc. the
company agreed to spend $4,000,000 in advertising over the next year in
Hollinger related media. In conjunction with the issuance of common shares to
Holliger Digital Inc., the Company agreed to spend $4,000,000 in advertising
over the next year in Hollinger related media.
15
<PAGE> 18
Cash flows used in investing activities of $1,340,712 related primarily to
purchases of property and equipment of $1,558,017. This amount was offset by
$212,591 of cash received on the acquisition of SUM Media Corp.
Since SUMmedia.com has no significant revenues, working capital will
continue to be depleted by operating expenses. In an effort to improve the
company's working capital going forward, the company's management is attempting
to increase revenues through marketing and branding efforts and through the use
of strategic alliances. The anticipated shortfall in working capital for the
next year is expected to be eliminated through the aggressive pursuit of
third-party investors and strategic relationships by company management.
For the year ended December 31, 1999, SUMmedia.com financed its operations
primarily through private sales of securities and unsecured advances from the
founders of SUM Media Corp. Dilutive equity issuances completed during the year,
including options granted to employees and warrants granted in private sales of
securities to third party investors, will, to the extent they are exercised,
improve the company's liquidity and capital resources. While the issuance of
shares does raise funds to develop the company's business, the continued
issuance of shares may erode the company's share price and as a result reduce
the amount of capital that the company is able to raise per share.
SUMmedia.com's funding needs may vary depending upon a number of factors,
including the number and nature of the marketing and sales launch initiatives;
progress of SUMmedia.com's research and development programs; the number and
breadth of these programs; the progress of the development and commercialization
efforts of new products; and competing technological and market developments. In
the future, SUMmedia.com will need to raise substantial additional funds to
continue to conduct its branding, marketing plans, research and development, and
to implement enterprise-wide infrastructure programs. SUMmedia.com intends to
seek additional funding through public or private financing and up-front
licensing fees of its technology. There can be no assurance that such funds will
be available on favorable terms, if at all. If adequate funding is not
available, SUMmedia.com may be required to delay, reduce or eliminate one or
more of its marketing strategies or research and development programs. These
changes may also require SUMmedia.com to seek funding on less favorable terms
than it would otherwise.
Year 2000 Issues
Some currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field and cannot reliably
distinguish dates beginning on January 1, 2000 or January 1, 2001 from dates
prior to the year 2000 or 2001. Many companies' software and computer systems
may need to be upgraded or replaced in order to correctly process dates
beginning in 2000 or 2001 and to comply with the "Year 2000" requirements.
SUMmedia.com has reviewed its internal programs and has determined that there
are no significant Year 2000 issues within SUMmedia.com's systems or services.
SUMmedia.com has completed modifications to its internal systems to fix
identified Year 2000 issues in an attempt to ensure Year 2000 compliance. The
costs of these modifications have not been material and have involved a
reallocation of internal resources rather than incremental expenditures.
SUMmedia.com believes that its own software is Year 2000 compliant. However,
while SUMmedia.com has not experienced Year 2000 related problems in the past,
it could face unexpected expenses to fix any Year 2000 issues or unanticipated
website outages, either of which would harm its business. In addition,
16
<PAGE> 19
SUMmedia.com uses third-party equipment and software that may not be Year 2000
compliant. SUMmedia.com is also conducting a further review of third-party
software and embedded systems used in its online business. In addition,
SUMmedia.com expects that the incremental cost of all of these reviews will not
exceed $50,000. The cost of any necessary upgrades or changes cannot currently
be estimated. SUMmedia.com may be harmed if necessary upgrades or changes are
not identified, or, if identified, are not timely and successfully implemented
at an acceptable cost. SUMmedia.com also may be harmed by Year 2000 problems of
its vendors and business partners. For example, SUMmedia.com may rely on credit
card companies to collect the majority of its revenues from users. Due to the
nature of the credit card system, some industry analysts have questioned the
effect of the year 2000 on credit card processing and billing. Failure of
SUMmedia.com's credit card vendors or other third-party equipment or software
vendors to properly process dates for the year 2000 and thereafter could require
it to incur unanticipated expenses in seeking alternative means of payment or
hardware or software replacements. It also could result in loss of revenues or
unanticipated website outages. SUMmedia.com's marketing efforts are also
dependent on the continued operation of Internet portals and other Internet
sites on which it advertises.
Although SUMmedia.com has not yet developed contingency plans with respect
to collecting payment under these circumstances, it is unable to make such
contingency plans if any significant number of the computers constituting the
Internet fail to process dates properly for the year 2000 or 2001 and there is a
system-wide slowdown or breakdown. SUMmedia.com's business is dependent on the
continued successful operation of the Internet. Any interruption or significant
degradation of Internet operations due to Year 2000 problems could harm
SUMmedia.com's business.
Quantitative and Qualitative Disclosure about Market Risk
SUMmedia.com's exposure to market risk is principally confined to its cash
and cash equivalents and available-for-sale securities, which have short
maturities and are held with high credit quality financial institutions and,
therefore, are believed to involve minimal market risk.
Currently, the Company's operations are primarily conducted in Canada.
However, as the Company expands its operations into the U.S., and other
geographic areas such as Asia and Europe it will be exposed to foreign currency
risks arising from the movements in the Canadian dollar relative to other
foreign currencies. The Company does not plan on using hedges to mitigate this
risk.
<TABLE>
<CAPTION>
U.S. to Canadian
Dollar
Exchange rates 1999 1998 1997 1996 1995
- ---------------- ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Year-end 1.4433 1.5333 1.4305 1.3706 1.3640
Average for the period 1.4858 1.4831 1.3844 1.3636 1.3726
Range 1.4433- 1.4198- 1.3470- 1.3383- 1.3417-
1.5087 1.5685 1.4305 1.3747 1.4072
</TABLE>
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<PAGE> 20
Business Overview
SUMmedia.com is an Internet media and marketing company that provides online
coupons, or eCoupons, for small businesses through its portal, savingumoney.com.
SUMmedia.com's goal is to provide Internet marketing initiatives for smaller
businesses lacking the expertise to exploit eCommerce opportunities.
Future Acquisitions
SUMmedia.com will consider strategic acquisitions of companies with a strong
brand identity and with customer and product information databases that augment
its databases. It will be SUMmedia.com's practice to allow the acquired
company's management team to retain responsibility for critical front-end
business functions such as merchandising, creative presentation and marketing,
while consolidating operational functions under its organization to realize
economies of scale.
* * * * *
[REMAINER OF PAGE LEFT INTENTIONALLY BLANK]
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<PAGE> 21
ITEM 7: FINANCIAL STATEMENTS
SUMmedia.com Inc.
(formerly Reliance Resources Inc.)
(a development stage company)
Consolidated Financial Statements
DECEMBER 31, 1999 AND 1998
(expressed in U.S. dollars)
INDEPENDENT REPORT OF ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF SUMmedia.com Inc.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, cash flows and shareholders' equity
(deficit), present fairly, in all material respects, the financial position of
SUMmedia.com Inc. (formerly Reliance Resources Inc.) at December 31, 1999 and
the results of its operations and its cash flows for the year ended December 31,
1999 in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States,
which required that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
The financial statements of SUMmedia.com Inc. (formerly Reliance Resources Inc.)
for the year ended December 31, 1998 were audited by other independent
accountants whose report dated March 31, 1999 expressed an unqualified opinion
on those statements.
The accompanying consolidated financial statements have been prepared assuming
that the company will continue as a going concern. As discussed in note 1 to the
consolidated financial statements, the company has suffered recurring losses
from operations that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
PRICEWATERHOUSECOOPERS LLP
Vancouver, Canada
January 21, 2000
(except as to note 11 which is as at February 28, 2000)
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<PAGE> 22
SUMmedia.com Inc.
(formerly Reliance Resources Inc.)
(a development stage company)
Consolidated Balance Sheets
AS AT DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
1999 1998
$ $
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents 2,108,167 --
Accounts receivable (note 4) 65,830 --
Sales tax recoverable (note 4) 173,519 --
Prepaid expenses (note 4) 231,460 --
------------ ------------
2,578,976 --
OTHER ASSETS (note 4) 74,359 --
PROPERTY AND EQUIPMENT (note 4) 1,840,821 --
GOODWILL, NET OF ACCUMULATED AMORTIZATION OF $1,801,223 (note 3) 11,616,052 --
------------ ------------
16,110,208 --
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities (note 4) 1,407,212 4,500
Due to related parties (note 5) 56,436 --
Deferred revenue 104,012 --
Current portion of obligation under capital lease (note 6) 13,318 --
------------ ------------
1,580,978 4,500
OBLIGATION UNDER CAPITAL LEASE (note 6) 58,939 --
------------ ------------
1,639,917 4,500
SHAREHOLDERS' EQUITY (DEFICIT)
CAPITAL STOCK
Authorized
1,000,000 (1998 - 10,000,000) preferred shares, $0.01 par value (note 8)
65,500,000 (1998 - 50,000,000) common shares, $0.01 par value
(1998 - $0.001) (note 8)
Issued
16,142,000 (1998 - 64,000,000) common shares 161,420 640,000
ADDITIONAL PAID-IN CAPITAL 20,859,829 --
WARRANTS ISSUED IN CONNECTION WITH PRIVATE PLACEMENTS (note 8) 2,552,751 --
SHARE SUBSCRIPTIONS (note 8) (125,000) --
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (8,959,271) (644,500)
ACCUMULATED OTHER COMPREHENSIVE INCOME (19,438) --
------------ ------------
14,470,291 (4,500)
------------ ------------
16,110,208 --
============ ============
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (note 1)
COMMITMENTS (note 6)
SUBSEQUENT EVENTS (note 11)
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
20
<PAGE> 23
SUMmedia.com Inc.
(formerly Reliance Resources Inc.)
(a development stage company)
Consolidated Statements of Operations
- --------------------------------------------------------------------------------
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 7, 1990
YEAR ENDED DECEMBER 31, (DATE OF
------------------------------------------- INCORPORATION)
TO
DECEMBER 31,
1999 1998 1999
$ $ $
<S> <C> <C> <C>
SALES 132,051 -- 132,051
COST OF SALES 117,940 -- 117,940
---------- ------ ----------
GROSS PROFIT 14,111 -- 14,111
---------- ------ ----------
OPERATING EXPENSES
Stock based compensation 2,500,000 - 2,500,000
General and administrative 2,405,678 4,500 2,465,408
Marketing 1,427,549 - 1,427,549
Amortization of goodwill 1,801,223 - 1,801,223
Amortization of property and equipment 97,418 - 97,418
Research and development 97,014 - 97,014
---------- ------ ----------
8,328,882 4,500 8,388,612
---------- ------ ----------
LOSS FOR THE YEAR (8,314,771) (4,500) (8,374,501)
========== ====== ==========
BASIC AND FULLY DILUTED LOSS PER SHARE (0.24) (0.01)
========== ======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
21
<PAGE> 24
SUMmedia.com INC.
(formerly Reliance Resources Inc.)
(a development stage company)
Consolidated Statement of Changes in Shareholders' Equity (Deficit)
- --------------------------------------------------------------------------------
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
WARRANTS
ISSUED IN
CONNECTION ACCUMULATED
WITH PRIVATE OTHER TOTAL
COMMON STOCK ADDITIONAL PLACEMENTS COMPRE- SHAREHOLDERS'
------------------- PAID IN ------------------------- HENSIVE EQUITY
SHARES AMOUNT CAPITAL WARRANTS AMOUNT DEFICIT INCOME (DEFICIT)
$ $ $ $ $
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 7, 1990 (DATE OF
INCORPORATION)
Issuance of 270,000 units
(consisting of one common
share and one warrant)
in December 1990 8,640,000 86,400 -- -- (81,400) -- 5,000
LOSS FOR THE YEAR ENDED
DECEMBER 31, 1990 -- -- -- -- (12,368) -- (12,368)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1990 8,640,000 86,400 -- -- (93,768) -- (7,368)
Loss for the year ended
December 31, 1991 -- -- -- -- (5,877) -- (5,877)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1991 8,640,000 86,400 -- -- (99,645) -- (13,245)
Loss for the year ended
December 31, 1992 -- -- -- -- (9,391) -- (9,391)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1992 8,640,000 86,400 -- -- (109,036) -- (22,636)
Paid in capital arising on
cancellation of note to
shareholder -- -- 30,000 -- -- -- 30,000
Loss for the year ended
December 31, 1993 -- -- -- -- (5,846) -- (5,846)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1993 8,640,000 86,400 30,000 -- (114,882) -- 1,518
Loss for the year ended
December 31, 1994 -- -- -- -- (6,600) -- (6,600)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1994 8,640,000 86,400 30,000 -- (121,482) -- (5,082)
Loss for the year ended
December 31, 1995 -- -- -- -- (4,418) -- (4,418)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1995 8,640,000 86,400 30,000 -- (125,900) -- (9,500)
Loss for the year ended
December 31, 1996 -- -- -- -- (3,500) -- (3,500)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1996 8,640,000 86,400 30,000 -- (129,400) -- (13,000)
Stock issued for officer
and director fees in
December 1997 7,360,000 73,600 (30,000) -- (43,390) -- 230
Loss for the year ended
December 31, 1997 -- -- -- -- (7,230) -- (7,230)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1997 16,000,000 160,000 -- -- (180,000) -- (20,000)
Shares issued to officer
for management services
in June 1998 48,000,000 480,000 -- -- (460,000) -- 20,000
Loss for the year ended
December 31, 1998 -- -- -- -- (4,500) -- (4,500)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1998 64,000,000 640,000 -- -- (644,500) -- (4,500)
Cancellation of shares
in June 1999 (note 8) (48,000,000)(480,000) 480,000 -- -- -- -- --
Cancellation of shares
issued in 1997 to
sole officer in June
1999 (note 8) (6,210,000) (62,100) 62,100 -- -- -- -- --
Acquisition of SUM Media
Corp. in August 1999,
including allocation of
$1,000,000 acquisition
costs (note 8(i)) 3,200,000 32,000 12,968,000 -- -- -- -- 13,000,000
Private placement #1 of
1,000,000 units (consisting
of one common share and one
warrant) in August 1999 for
$1 per unit (note 8(i)) 1,000,000 10,000 645,480 1,000,000 344,520 -- -- 1,000,000
Stock based compensation
(note 8(i)) -- -- 1,000,000 -- -- -- -- 1,000,000
Stock based compensation
(note 8(i)) -- -- 750,000 -- 750,000 -- -- 1,500,000
Private placement #2 of
500,000 units (consisting
of one common share and one
warrant) in September 1999
for $3 per unit (note 8) 500,000 5,000 1,221,344 500,000 273,656 -- -- 1,500,000
Private placement #3 of
500,000 units (consisting
of one common share and one
warrant) in September 1999
for $3 per unit (note 8) 500,000 5,000 1,221,344 500,000 273,656 -- -- 1,375,000
Private placement #4 of
1,000,000 units (consisting
of one common share and one
warrant) in December 1999
for $3 per unit. Also
issued were 159,900
options. (note 8) 1,000,000 10,000 2,156,146 1,159,900 773,854 -- -- 2,940,000
Share subscription -- -- (125,000) -- -- -- -- --
Private placement #5 of
100,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.25 per unit (note 8) 100,000 1,000 228,522 100,000 95,478 -- -- 325,000
Private placement #6 of
31,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.35 per unit. (note 8) 31,000 310 79,639 31,000 20,801 -- -- 100,750
Private placement #7 of
21,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.25 per unit. (note 8) 21,000 210 47,254 21,000 20,786 -- -- 68,250
Foreign currency
translation adjustment -- -- -- -- -- -- (19,438) (19,438)
Loss for the year -- -- -- -- -- (8,314,771) -- (8,314,771)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
Total comprehensive income -- -- -- -- -- -- (8,334,209)
----------- ------- ---------- ----------- ------------ ---------- ----------- -------------
BALANCE - DECEMBER 31, 1999 16,142,000 161,420 20,734,829 3,311,900 2,552,751 (8,959,271) (19,438) 14,470,291
=========== ======= ========== =========== ============ ========== =========== =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
22
<PAGE> 25
<TABLE>
<S> <C> <C> <C> <C> <C>
Cancellation of shares
issued in 1997 to
sole officer in June
1999 (note 8) (6,210,000) (62,100) 62,100 -- --
Acquisition of SUM Media
Corp. in August 1999,
including allocation of
$1,000,000 acquisition
costs (note 8(i)) 3,200,000 32,000 12,968,000 -- --
Private placement #1 of
1,000,000 units (consisting
of one common share and one
warrant) in August 1999 for
$1 per unit (note 8(i)) 1,000,000 10,000 645,480 1,000,000 344,520
Stock based compensation
(note 8(i)) -- -- 1,000,000 -- --
Stock based compensation
(note 8(i)) -- -- 750,000 -- 750,000
Private placement #2 of
500,000 units (consisting
of one common share and one
warrant) in September 1999
for $3 per unit (note 8) 500,000 5,000 1,221,344 500,000 273,656
Private placement #3 of
500,000 units (consisting
of one common share and one
warrant) in September 1999
for $3 per unit (note 8) 500,000 5,000 1,221,344 500,000 273,656
Private placement #4 of
1,000,000 units (consisting
of one common share and one
warrant) in December 1999
for $3 per unit. Also
issued were 159,900
options. (note 8) 1,000,000 10,000 2,156,146 1,159,900 773,854
Share subscription -- -- (125,000) -- --
Private placement #5 of
100,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.25 per unit (note 8) 100,000 1,000 228,522 100,000 95,478
Private placement #6 of
31,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.35 per unit. (note 8) 31,000 310 79,639 31,000 20,801
Private placement #7 of
21,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.25 per unit. (note 8) 21,000 210 47,254 21,000 20,786
Foreign currency
translation adjustment -- -- -- -- --
Loss for the year -- -- -- -- --
----------- -------- ----------- ---------- ----------
Total comprehensive income -- -- -- --
----------- -------- ----------- ---------- ----------
BALANCE - DECEMBER 31, 1999 16,142,000 161,420 20,734,829 3,311,900 2,552,751
=========== ======== =========== ========== ==========
</TABLE>
<TABLE>
<S> <C> <C> <C>
Cancellation of shares
issued in 1997 to
sole officer in June
1999 (note 8) -- -- --
Acquisition of SUM Media
Corp. in August 1999,
including allocation of
$1,000,000 acquisition
costs (note 8(i)) -- -- 13,000,000
Private placement #1 of
1,000,000 units (consisting
of one common share and one
warrant) in August 1999 for
$1 per unit (note 8(i)) -- -- 1,000,000
Stock based compensation
(note 8(i)) -- -- 1,000,000
Stock based compensation
(note 8(i)) -- -- 1,500,000
Private placement #2 of
500,000 units (consisting
of one common share and one
warrant) in September 1999
for $3 per unit (note 8) -- -- 1,500,000
Private placement #3 of
500,000 units (consisting
of one common share and one
warrant) in September 1999
for $3 per unit (note 8) -- -- 1,375,000
Private placement #4 of
1,000,000 units (consisting
of one common share and one
warrant) in December 1999
for $3 per unit. Also
issued were 159,900
options. (note 8) -- -- 2,940,000
Share subscription -- -- --
Private placement #5 of
100,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.25 per unit (note 8) -- -- 325,000
Private placement #6 of
31,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.35 per unit. (note 8) -- -- 100,750
Private placement #7 of
21,000 units (consisting
of one common share and one
warrant) in December 1999
for $3.25 per unit. (note 8) -- -- 68,250
Foreign currency
translation adjustment -- (19,438) (19,438)
Loss for the year (8,314,771) -- (8,314,771)
----------- --------- -------------
Total comprehensive income -- -- (8,334,209)
----------- --------- -------------
BALANCE - DECEMBER 31, 1999 (8,959,271) (19,438) 14,470,291
=========== ========= =============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
23
<PAGE> 26
SUMmedia.com Inc.
(formerly Reliance Resources Inc.)
(a development stage company)
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 7, 1990
(DATE OF
INCORPORATION)
TO
YEAR ENDED DECEMBER 31, DECEMBER 31,
------------------------------ ------------
1999 1998 1999
$ $ $
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year (8,314,771) (4,500) (8,374,501)
Adjustments to reconcile loss for the year to net cash used in
operating activities
Stock based compensation 2,500,000 -- 2,500,000
Amortization of property and equipment and goodwill 1,898,641 -- 1,898,641
Changes in non-cash working capital items
Accounts receivable (61,672) -- (61,672)
Sales tax recoverable (144,588) -- (144,588)
Prepaid expenses (223,228) -- (223,228)
Accounts payable and accrued liabilities 1,288,708 4,500 1,293,208
Deferred revenue (25,100) -- (25,100)
------------ ------------ ------------
(3,082,010) -- (3,137,240)
------------ ------------ ------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from issuance of common shares 7,309,000 -- 7,364,230
Due to related parties (741,100) -- (741,100)
Repayment of capital lease obligations (5,066) -- (5,066)
------------ ------------ ------------
6,562,834 -- 6,618,064
------------ ------------ ------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Other Assets 4,714 -- 4,714
Purchase of property and equipment (1,558,017) -- (1,558,017)
Cash acquired on acquisition of SUM Media Corp. 212,591 -- 212,591
------------ ------------ ------------
(1,340,712) -- (1,340,712)
------------ ------------ ------------
FOREIGN EXCHANGE EFFECT ON CASH (31,945) -- (31,945)
------------ ------------ ------------
INCREASE IN CASH AND CASH EQUIVALENTS BEING CASH AND CASH
EQUIVALENTS - END OF YEAR 2,108,167 -- 2,108,167
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
24
<PAGE> 27
SUMmedia.com Inc.
(formerly Reliance Resources Inc.)
(a development stage company)
Notes to Consolidated Financial Statements
DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
(expressed in U.S. dollars)
1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION
THE COMPANY
SUMmedia.com Inc. (the "company" or "SUMmedia.com") is an Internet media and
marketing company that provides online coupons for small and medium sized
businesses through its portal, savingumoney.com. The company's business
consists of providing Internet marketing initiatives including coupons,
advertising banners, discount shopping and website design and hosting, as
well as selling exclusive regional rights to market the company's products.
For the year ended December 31, 1999, the majority of the company's
customers were located in Canada.
The company was incorporated on December 7, 1990, under the laws of the
State of Delaware as Pursuit Ventures Corporation ("Pursuit"). Under a Plan
and Agreement of Merger dated August 21, 1998, Pursuit merged with Remington
Assets Limited, a Colorado corporation that was incorporated on March 20,
1997. Under the terms of the Agreement of Merger, Remington became the
surviving company. Effective September 8, 1998, Pursuit changed its name to
Reliance Resources Inc. ("Reliance"). In June 1999, Reliance completed a
1:32 forward stock split. These consolidated financial statements have been
presented on a post stock split basis (note 8).
On August 6, 1999, Reliance entered into a share exchange agreement with SUM
Media Corp. (formerly E-Com Media Corp.), a British Columbia, Canada
company. Pursuant to the terms of the agreement, Reliance issued 3,200,000
common shares to acquire 100% of the issued and outstanding shares of SUM
Media Corp. (note 3). On August 25, 1999, Reliance changed its name to
SUMmedia.com Inc.
GOING CONCERN
The company has not yet generated significant revenues and has no assurance
of future profitability. Even if marketing efforts are successful,
substantial time may pass before profitability will be achieved. During this
time, the company will require additional financing. The company has losses
from operations that raise substantial doubt about its ability to continue
as a going concern.
These audited consolidated financial statements have been prepared on the
basis of accounting principles applicable to a going concern which assumes
the realization of assets and discharge of liabilities in the normal course
of business. The company is in discussions with financing institutions with
respect to securing equity financing. However, there are no assurances that
the company will be successful in closing such financing transactions.
The company's ability to continue as a going concern is dependent upon
obtaining additional financing and upon its ability to attain profitable
operations. These consolidated financial statements do not give effect to
any adjustments that would be necessary should the company not be able to
continue as a going concern.
Development stage
The company's activities, subsequent to its acquisition of SUM Media Corp.,
have primarily consisted of establishing facilities, recruiting personnel,
conducting research and development, developing business and financial plans
and raising capital. Accordingly, the company is considered to be in the
development stage. The accompanying financial statements should not be
regarded as typical for a normal operating period. Prior to its acquisition
of SUM Media Corp., the company was inactive incurring only general and
administrative expenses.
25
<PAGE> 28
2 SIGNIFICANT ACCOUNTING POLICIES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
These consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States.
BASIS OF CONSOLIDATION
These consolidated financial statements include the accounts of the company
and its wholly-owned Canadian subsidiary, SUM Media Corp. All significant
intercompany balances and transactions have been eliminated on
consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires the company's
management to make estimates and assumptions which affect the amounts
reported in these financial statements and the notes thereto. Actual results
could differ from those estimates.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The company's principal operations are carried out by its Canadian
subsidiary. The functional currency of the Canadian subsidiary is the
Canadian dollar. Assets and liabilities denominated in a currency other than
the U.S. dollar are translated into U.S. dollars using period end exchange
rates and revenues and expenses denominated in other than the U.S. dollar
are translated using average exchange rates for the period. Translation
gains and losses are deferred and accumulated as a separate component of
comprehensive income in shareholders' equity (deficit). Net gains and losses
resulting from foreign exchange transactions are included in the
consolidated statement of operations.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on deposit and highly liquid
short-term interest bearing securities with maturities at the date of
purchase of three months or less. Interest earned is recognized immediately
in the consolidated statement of operations.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the company to a significant
concentration of credit risk consist primarily of cash and cash equivalents,
accounts receivable and sales tax recoverable which are not collateralized.
The company limits its exposure to credit loss by placing its cash and cash
equivalents with high credit quality financial institutions. Concentrations
of credit risk with respect to accounts receivable are considered to be
limited due to the low average billing and large number of customers
comprising the company's customer base. The company performs ongoing credit
evaluations of its customers financial condition to determine the need for
an allowance for doubtful accounts. The company has not experienced
significant credit losses to date. Concentrations of credit risk with
respect to sales tax recoverable are considered to be limited as these
amounts are owed to the company by a branch of Canadian Federal Government.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The company's financial instruments, including cash and cash equivalents,
accounts receivable, sales tax recoverable, accounts payable and accrued
liabilities, due to related parties and obligations under capital lease are
carried at cost, which approximates their fair value. The fair value of
outstanding warrants to purchase common shares have been estimated using the
Black Scholes valuation model using assumptions similar to those disclosed
in note 8.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost less accumulated amortization.
Property and equipment are amortized on a straight line basis over their
estimated useful lives as follows:
26
<PAGE> 29
<TABLE>
<S> <C>
Software 1 to 5 years
Computer equipment 2 years
Leased automobile 3 years
Office equipment 5 years
Furniture and fixtures 5 years
Leasehold improvements the remaining lease term
</TABLE>
Software includes operating systems development programs, financial systems,
the company's website system and an enterprise business system. All
software, other than the enterprise business system, is being amortized over
one year. The enterprise business system is being amortized over five years.
The company capitalizes certain expenditures on software used in its
operations in accordance with Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use".
IMPAIRMENT OF LONG-LIVED ASSETS
The company evaluates the recoverability of long-lived assets in accordance
with Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" ("SFAS"). SFAS No. 121 requires recognition of impairment of long-lived
assets in the event the net book value of such assets exceeds the future
undiscounted cash flows attributable to such assets.
GOODWILL
Goodwill, which is the excess of the purchase price of the company's
interest in its subsidiary over the fair value of the underlying assets
acquired and liabilities assumed on the acquisition, is amortized on a
straight-line basis over three years. Periodically, management reviews the
carrying value of goodwill by considering the expected undiscounted future
cash flows of the related business. Permanent impairments in the value of
the unamortized portion of goodwill are written down and charged to the
consolidated statement of operations in the periods in which the impairment
is determined.
REVENUE RECOGNITION
Revenues from the placement of customers' online coupons and advertising
banners on the company's website for fixed or determinable fees are
recognized rateably over the period of the contract unless collection is not
reasonably assured in which case revenues are recognized when cash payments
are received. Revenues related to the design and production of a customer's
website are recognized at the time the customer has accepted the completed
website and collection is reasonably assured. Revenues related to hosting
customers' websites are recognized rateably over the period of the contract
unless collection is not reasonably assured in which case revenues are
recognized when cash payments are received. Revenues from regional
exclusivity fees for the exclusive right to market the company's products in
predefined regions are recognized on a straight-line basis over the term of
the agreement. When the agreement does not specify a term, the company only
records revenue to the extent of costs incurred. Amounts received in excess
of revenue recognized are included in deferred revenue.
ADVERTISING EXPENSE
The company recognizes advertising costs in accordance with Statement of
Position ("SOP") 93-7 "Reporting on Advertising Costs." As such the company
expenses the cost of producing advertisements at the time production occurs,
and expenses the cost of communicating advertising in the period in which
the advertising space or airtime is used. Advertising expenses totalled
$nil, and $866,441 during the years ended December 31, 1998 and 1999,
respectively.
27
<PAGE> 30
STOCK BASED COMPENSATION
The company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees", ("APB No. 25") and complies
with the disclosure provisions of Statement of Financial Accounting Standard
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). Under
APB No. 25, compensation expense is recognized based on the difference, if
any, on the date of grant between the estimated fair value of the company's
stock and the amount an employee must pay to acquire the stock. Compensation
expense is recognized immediately for past services and rateably for future
services over the option vesting period.
The company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance with
SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force
in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring or in Conjunction with Selling, Goods or
Services" (EITF 96-18). Costs are measured at the estimated fair market
value of the consideration received or the estimated fair value of the
equity instruments issued, whichever is more reliably measurable. The value
of equity instruments issued for consideration other than employee services
is determined on the date on which there first exists a firm commitment for
performance by the provider of goods or services as defined by EITF 96-18.
For purposes of valuing the company's stock-based compensation transactions,
the company uses the market price of its common shares, as quoted on the
OTC-bulletin board, on the measurement date for the applicable transaction.
INCOME TAXES
Income taxes are accounted for using an asset and liability approach, which
requires the recognition of taxes payable or refundable for the current
period and deferred tax liabilities and assets for future tax consequences
of events that have been recognized in the company's financial statements or
tax returns. The measurement of current and deferred tax liabilities and
assets are based on provisions of enacted tax laws; the effects of future
changes in tax laws or rates are not anticipated. The measurement of
deferred tax assets is reduced, if necessary, by a valuation allowance,
where, based on available evidence, the probability of realization of the
deferred tax asset does not meet a more likely than not criterion.
LOSS PER COMMON SHARE
Loss per share computations are in accordance with SFAS No. 128, "Earnings
Per Share" and Staff Accounting Bulletin ("SAB") No. 98. Basic net loss per
share is computed using the weighted average number of common shares
outstanding, after giving retroactive effect to the 1:32 forward stock
split, as described in note 1. Diluted loss per share is computed using the
weighted average number of common and potentially dilutive shares
outstanding.
COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity from transactions
and other events and circumstances other than those resulting from
investments by owners and distributions to owners. Comprehensive income
consists of net income and other comprehensive income. The accumulated
balance of other comprehensive income is included in the equity section of
the balance sheet. The company's other comprehensive income consists of
foreign exchange translation adjustments.
SEGMENT INFORMATION
The company identifies its operating segments based on business activities,
management responsibility and geographical location. During the year ended
December 31, 1999, the company operated within a single operating segment,
being online couponing services, and operated in only one geographic area,
being Canada. In addition, substantially all of the company's assets are
located in Canada and substantially all of its revenues are earned in
Canada.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP98-1"). SOP98-1 provides
guidance for determining whether computer software is internal-use software
and accounting for the proceeds of computer software originally developed or
obtained for internal use and then subsequently sold to the public. It also
provides guidance on capitalization of the costs incurred
28
<PAGE> 31
for computer software developed or obtained for internal use. The
disclosures prescribed by SOP98-1 are effective for the year ended December
31, 1999 consolidated financial statements. The adoption of SOP98-1 did not
have a material impact on the company's consolidated financial statements.
The company adopted the American Institute of Certified Public Accountants'
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
(SOP 98-5) effective January 1, 1999. SOP 98-5 requires that all start-up
costs be expensed and that the effect of adopting SOP 98-5 be reported as
the cumulative effect of a change in accounting principle. The adoption of
SOP 98-5 did not have a material impact on the company's consolidated
financial statements.
In June 1998, the FASB issued Statement Number 133 "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133
establishes accounting and reporting standards for derivative instruments,
embedded in other contracts, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
The accounting for changes in fair value of the derivative depends on the
intended use of the derivative and the resulting designation. The company
does not expect that the adoption of SFAS 133 will have a material impact on
its consolidated financial statements.
3 ACQUISITION
On August 6, 1999, the company acquired 100% of the issued and outstanding
shares of SUM Media Corp. (formerly E-Com Media Corp.), a British Columbia,
Canada company, in exchange for 3,200,000 common shares of the company. The
acquisition has been accounted for using the purchase method, whereby the
value of the consideration given has been allocated to the assets and
liabilities of SUM Media Corp. based on their estimated fair values. The
value of consideration given by the company of $13,000,000 was based on the
average quoted market price of the company's common stock on the
OTC-bulletin board on the date the terms of the acquisition were agreed to
including an allocation of acquisition costs of $1,000,000 (note 8). The
results of operations of SUM Media Corp. have been included in these
consolidated financial statements from the date of acquisition. The net
assets acquired and consideration given are as follows:
<TABLE>
<CAPTION>
$
<S> <C>
Net assets acquired at fair value on acquisition
Current assets acquired 240,065
Non-current assets acquired 399,008
Current liabilities assumed (210,344)
Non-current liabilities assumed (846,004)
Goodwill 13,417,275
-----------
13,000,000
Total consideration in common shares including
allocation of acquisition costs of $1 million (note 8) 13,000,000
===========
Cash acquired 212,591
===========
</TABLE>
4 BALANCE SHEET COMPONENTS
ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
$
<S> <C>
Trade receivables 74,042
Less: Allowance for doubtful accounts (11,133)
Other 2,921
-------
65,830
=======
</TABLE>
SALES TAX RECOVERABLE
Sales tax recoverable relates to Canadian Goods and Services Taxes paid by
the company's Canadian subsidiary, SUM Media Corp., on purchases of goods
and services for operations.
29
<PAGE> 32
PREPAID EXPENSES
Prepaid expenses relate primarily to monthly fees paid in advance for
product support, maintenance and upgrades of the company's enterprise
business system.
OTHER ASSETS
Other assets consist primarily of security deposits related to the company's
leased offices. Also included is a deposit in the amount $31,317 that the
company is required to maintain as a condition under an office sublease. The
deposit may be accessed by the sublandlord in the event the company defaults
on a lease payment. The deposit must be maintained by the company for the
duration of the sublease period which expires in July 2003.
PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
ACCUMULATED
COST AMORTIZATION NET
$ $ $
<S> <C> <C> <C>
Software 1,251,266 24,868 1,226,398
Computer equipment 417,152 75,223 341,929
Leased automobile 107,107 11,353 95,754
Office equipment 63,130 2,930 60,200
Furniture and fixtures 54,113 2,141 51,972
Leasehold improvements 66,546 1,978 64,568
------------- ------------ -----------
1,959,314 118,493 1,840,821
============= ============ ===========
</TABLE>
Software for the year ended December 31, 1999 includes $1,106,720 related to
the purchase of licences for an enterprise business system. No amortization
has been recorded for the year ended December 31, 1999 (1998 - $nil) related
to the enterprise business system as it was not available for use as at
December 31, 1999.
For the period from December 7, 1990 (date of incorporation) to December 31,
1998, the company did not own property and equipment.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
<TABLE>
<CAPTION>
$
<S> <C>
Trade accounts payable 1,268,991
Vacation accrual 43,061
Employee payroll deductions 95,160
---------
1,407,212
=========
</TABLE>
5 RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999, two shareholders advanced the
company $56,436 (1998 - $nil). The advances are unsecured, non-interest
bearing, and without stated terms of repayment.
The company incurred $133,458 for management consulting and related services
to a company controlled by a significant shareholder of the company during
the year ended December 31, 1999 (1998 - $nil). This amount has been
included in general and administrative expenses.
6 COMMITMENTS
a) The company has the following annual commitments for the rental of
office premises under the terms of operating leases:
<TABLE>
<CAPTION>
$
<S> <C> <C>
2000 305,097
2001 305,097
2002 305,750
2003 237,742
2004 110,977
---------
1,264,663
=========
</TABLE>
Office lease payments for the year ended December 31, 1999 of $132,700 were
included in general and administrative costs.
30
<PAGE> 33
b) The company has the following annual lease commitments for the company
automobile under the terms of a capital lease:
<TABLE>
<CAPTION>
CAPITAL
$
<S> <C> <C>
2000 19,114
2001 19,114
2002 19,114
2003 29,650
---------
86,992
Amount representing interest (14,735)
---------
72,257
Less: Current portion (13,318)
---------
58,939
=========
</TABLE>
c) During November 1999, the company entered into an agreement with Oracle
Corporation Canada Inc. ("Oracle") for the purchase and implementation
of Oracle's enterprise business system software. Under the terms of the
agreement, the company agreed to purchase licences, support, education
and consulting services totalling $1,708,000. As at December 31, 1999,
the company had remaining commitments of approximately $400,000. Also,
under the terms of the agreement, the company is to receive $104,000
related to advertising on the company's website. The amount of the
advertising fee negotiated by the two companies was based on the
advertising rates for similar previous cash transactions taking into
account the strategic value that Oracle has to the company. The company
is recognizing these revenues as the underlying services are provided.
As at December 31, 1999, the company recognized revenue of $9,000
related to this agreement.
d) During December 1999, the company entered into an agreement with a
computer hardware manufacturer to purchase $410,000 of computer
equipment and consulting services. As at December 31, 1999, the company
has not received any of the computer equipment or related consulting
services and has not paid any amounts. Also, under the terms of the
agreement, the company is to receive $46,000 related to advertising on
the company's website. The amount of the advertising fee negotiated by
the two companies was based on the advertising rates for similar
previous cash transactions taking into account the strategic value that
the computer hardware manufacturer has to the company. The company is
recognizing these revenues as the underlying services are provided. As
at December 31, 1999, the company has not recognized any revenues
related to this agreement.
7 INCOME TAXES
The company is subject to U.S. federal and Colorado State income taxes in
the U.S. and Canadian federal, and Ontario and British Columbia provincial
taxes in Canada.
At December 31, 1999, the company has net operating loss carryforwards of
approximately $3,806,000, arising from Canadian operations, available to
reduce future Canadian taxable income and approximately $299,000, arising
from U.S. operations available to reduce future U.S. taxable income. The
Canadian losses expire in 2006 and the U.S. losses expire in 2019. The
potential benefits relating to these losses have not been recognized in
these consolidated financial statements.
The components of loss for the year are as follows:
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED DECEMBER 31 DECEMBER 7, 1990
------------------------------------------- (DATE OF INCORPORATION) TO
1999 1998 DECEMBER 31, 1999
--------------------- -------------------- --------------------
<S> <C> <C> <C>
Canada (3,349,155) -- (3,349,155)
U.S. (4,965,616) (4,500) (5,025,346)
---------- ------ ----------
(8,314,771) (4,500) (8,374,501)
</TABLE>
Net deferred tax assets are composed of the following at December 31, 1999:
<TABLE>
<CAPTION>
CANADA U.S.
$ $
<S> <C> <C>
Net operating loss carryforwards 1,733,000 102,000
Gross deferred tax assets 54,000 938,000
Deferred tax asset valuation allowance (1,787,000) (1,004,000)
---------- ----------
Net deferred tax assets -- --
========== ==========
</TABLE>
31
<PAGE> 34
Based on a number of factors including, the lack of a history of profits,
management believes that there is sufficient uncertainty regarding the
realization of deferred tax assets such that a full valuation allowance has
been provided.
The income tax provision for the year ended December 31, 1999, differs from
the amount obtained by applying the applicable statutory income tax rates to
loss before income taxes as follows:
<TABLE>
<CAPTION>
$
<S> <C>
Statutory income tax rate 40.72%
Income tax recovery based on the statutory rate (3,420,000)
Non-deductible expenses 858,000
Differences from statutory rate relating to tax effect
of loss benefits which have been recorded 2,562,000
-----------
--
===========
</TABLE>
8 CAPITAL STOCK
COMMON SHARES
Holders of common shares are entitled to one vote per share on all matters
submitted to a vote of the shareholders of the company. Subject to
preferences that may apply to preferred shares outstanding, the holders of
common shares are entitled to receive dividends out of assets legally
available at such time and in such amounts as the Board of Directors may
from time to time determine. Upon the occurrence of a liquidation,
dissolution or winding up of the assets of the company, the holders of
common shares will be entitled to share rateably in the distribution of all
assets remaining available for distribution after satisfaction of all
liabilities and the payment of any liquidation preference on any outstanding
preferred shares.
As at December 31, 1998, the authorized common shares of the company
consisted of 50,000,000 common shares with a par value of $0.001 of which
2,000,000 common shares were issued and outstanding and 10,000,000 preferred
shares of which none were issued and outstanding. Pursuant to a June 4, 1999
Board of Directors resolution, the sole director and officer of the company
agreed to the cancellation of 1,500,000 shares previously issued as
compensation for management services. On June 16, 1999, the Board of
Directors passed a resolution to adopt a forward stock split at a ratio of
1:32 with the effect that the total issued and outstanding shares increased
to 16,000,000. Concurrently, the sole director and officer of the company
executed a formal waiver of the right to receive 6,210,000 post-split
shares. As a result, the number of issued and outstanding shares then
totalled 9,790,000. The forward stock split has been applied retroactively
to all periods presented.
On June 24, 1999, the company's Articles of Incorporation were amended to
increase the company's authorized common shares to 65,500,000 shares,
decrease the company's authorized preferred shares to 1,000,000 shares and
increase the company's common share par value to $0.01.
PREFERRED SHARES
All series of preferred shares shall be alike except that there may be
variations, as determined by the Board of Directors, as to:
a) right of dividend;
b) terms, conditions, and price of redemption;
c) amounts payable upon either voluntary and/or involuntary liquidation;
d) sinking fund provisions, if any, for the call or redemption of the
shares;
e) terms and conditions of conversion, if any; and
f) voting rights consistent with Colorado law.
Before issuing any shares of a class or series, the preferences, limitations
and relative rights of which are determined by the Board of Directors, the
company shall deliver to the Colorado Secretary of State appropriate
Articles of Amendment, as required by law.
32
<PAGE> 35
As at December 31, 1999, no preferred shares were issued and outstanding.
<TABLE>
<CAPTION>
PRIVATE PLACEMENTS
ISSUE CASH PROCEEDS WARRANT
PRICE PER AND SHARE EXERCISE WARRANT
EQUITY UNIT SUBSCRIPTIONS PRICE EXPIRY FROM
DATE OF ISSUANCE UNITS* $ $ $ ISSUANCE DATE
(000'S)
<S> <C> <C> <C> <C> <C>
August 1999 1,000,000 1.00(i) 1,000 3.00 24 months
September 1999 500,000 3.00(ii) 1,500 4.50 12 months
September 1999 500,000 3.00 1,500 4.50 12 months
December 1999 1,000,000 3.00(iii) 3,000 5.00 12 months
December 1999 100,000 3.25 325 4.25 12 months
December 1999 31,000 3.25 101 4.00 12 months
December 1999 21,000 3.25 68 4.00 12 months
</TABLE>
(*) Equity units are comprised of one common share plus one share purchase
warrant
i) In conjunction with the acquisition of SUM Media Corp. (note 3) on
August 6, 1999 (the "Acquisition"), the following transactions
occurred concurrently with the Acquisition. Tigerlily Financial Inc.
("Tigerlily") and Cambridge Asset Holdings S.A. ("Cambridge"),
consultants to the companies in arranging the transaction, each
acquired 1,125,000 common shares of SUM Media Corp. for nominal
consideration from two significant shareholders. These common shares
were immediately exchanged for a total of 800,000 common shares of the
company pursuant to the Acquisition. Tigerlily and Cambridge invested
a total of $1,000,000 in the company for 1,000,000 units consisting of
one common share and one share purchase warrant entitling the holder
to purchase one common share at a price of $3 per share for a period
of 24 months. These units were transferred by Tigerlily and Cambridge
to two significant shareholders of the company who were officers and
directors of the company. Based on these facts, the Company recorded
an issuance of 800,000 common shares to Tigerlily and Cambridge for
cash proceeds of $1,000,000. The fair value of the 800,000 common
shares, based on the quoted market value of the Company's stock on the
OTC bulletin board of $3.75 per share at the time the private
placement was announced, exceeded the proceeds received by the Company
by $2,000,000. Of this amount $1,000,000 has been allocated as a
direct cost of the Acquisition and the remaining $1,000,000 has been
recorded as stock based compensation related to other services
provided to the Company and its shareholders prior to the Acquisition.
The allocation of the $2,000,000 was based on management's estimates
of the fair value of the acquisition services as well as other
financial advisory services provided by Tigerlily and Cambridge. The
allocation of the $2,000,000 between acquisition and stock based
compensation costs are based on management's estimate of the fair
value of these services. The two significant shareholders effectively
received the remaining 200,000 common shares and 1,000,000 share
purchase warrants which have been recorded as stock based compensation
expense in the amount of $1,500,000.
ii) At December 31, 1999, $125,000 has not been received and recorded as
subscriptions receivable.
iii) Consists of three separate private placements completed concurrently.
In conjunction with these private placements, the company issued
159,900 options entitling the holder to purchase one common share at a
price of $3 per share. The options expire September 9, 2002. The
exercise price for the options granted was equal to the market value
of the underlying stock quoted on the OTC-bulletin board at the date
of grant. The company also incurred finders' fees of $60,000 related
to these private placements.
<TABLE>
<CAPTION>
WARRANTS
VALUE ASSIGNED
NUMBER OF EXERCISE PRICE PER WARRANT (1)
EXPIRY DATE COMMON SHARES $ $
<S> <C> <C> <C>
September 2000 1,000,000 4.50 0.55
December 2000 1,000,000 5.00 0.77
December 2000 100,000 4.25 0.95
December 2000 52,000 4.00 0.67 - 0.99
August 2001 1,000,000 3.00 0.34
September 2002 159,900 3.00 0.38
</TABLE>
33
<PAGE> 36
(1) The value assigned to the warrants above has been estimated using the
Black-Scholes valuation model. Assumptions used in the valuation model
included:
a) risk for interest rate of 5.9%;
b) expected volatility of 80%;
c) expected dividend yield of nil; and
d) the actual term to expiry.
STOCK OPTION PLAN
In October 1999, the company's Board of Directors adopted the 1999 Stock
Option Plan (the "Plan"). The Plan provides for the issuance of up to 20% of
the issued and outstanding common shares of the company in connection with
incentive and non-statutory stock option awards granted to employees,
directors and consultants to the company. Options will be issued in amounts
in accordance with terms and conditions as determined by the company's Board
of Directors. The stock option plan is subject to regulatory shareholder
approval.
A summary of activity under the plan is as follows:
<TABLE>
<CAPTION>
NUMBER OF EXERCISE PRICE
COMMON PER SHARE
SHARES $
<S> <C> <C>
Balance - January 1, 1999 -- --
Granted November 4, 1999 1,989,000 3.12
Granted November 4, 1999(a) 483,000 3.44
--------- -----------
Balance - December 31, 1999 2,472,000 3.12 - 3.44
========= ===========
</TABLE>
(a) These options were issued to shareholders/officers holding more than 10%
of total issued capital at the grant date. As such, the option exercise
price was set at a 10% premium to the market value on that day pursuant
to the terms of the stock option plan.
<TABLE>
<CAPTION>
OUTSTANDING OPTIONS OPTIONS EXERCISABLE
----------------------------------------------------- -----------------------------------
WEIGHTED
NUMBER AVERAGE WEIGHTED NUMBER OF WEIGHTED
OUTSTANDING AT REMAINING AVERAGE EXERCISABLE AT AVERAGE
RANGE OF DECEMBER 31, CONTRACTUAL EXERCISE DECEMBER 31, EXERCISE
EXERCISE PRICES 1999 LIFE PRICE 1999 PRICE
$ $
<S> <C> <C> <C> <C> <C>
$3.12 - $3.44 2,472,000 10 years 3.18 593,280 3.18
</TABLE>
Of the options granted during the year, 593,280 vested immediately, an
additional 988,800 vest November 4, 2000 and the remainder vest equally over
the following twelve months. Once vested, the options may be exercised for a
period of up to ten years from the date of grant. The exercise price for the
options granted approximated the market value of the underlying stock quoted
on the OTC-bulletin board at the date of grant.
STOCK-BASED COMPENSATION
The company accounts for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25 "Accounting
for Stock Issued to Employees". This method recognizes compensation cost as
the amount by which the fair value of the stock exceeds the exercise price
at the date of grant.
Had the company determined compensation costs based on fair value at the
date of grant for its awards under a method prescribed by Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-based
Compensation" the company's loss and loss per share would be as follows:
<TABLE>
<CAPTION>
1999 1998
$ $
<S> <C> <C>
Loss for the period (8,314,771) (4,500)
Additional compensation expense (3,257,220) --
------------ ------------
Pro forma loss for the period (11,571,991) (4,500)
============ ============
Pro forma basic and fully diluted loss per share (0.33) --
============ ============
</TABLE>
34
<PAGE> 37
The pro forma compensation expense reflected above has been estimated using
the Black-Scholes option-pricing model. Assumptions used in the pricing
model included:
a) risk free interest rate of 5.9%,
b) expected volatility of 80%;
c) expected dividend yield of nil; and
d) an estimated average life of two years.
9 REGIONAL EXCLUSIVITY FEES
During the year ended December 31, 1999, revenue of $46,756 (1998 - $nil) from
regional exclusivity fees was recognized, and offset by a corresponding amount
of cost of sales related to the sale of marketing rights in three regions.
10 SUPPLEMENTAL CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 7,
1990 (INCEPTION
OF DEVELOPMENT
STAGE) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
$ $ $
<S> <C> <C> <C>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes -- -- --
Cash paid for interest 4,794 -- 4,794
SUPPLEMENTAL NON-CASH INVESTING AND
FINANCING ACTIVITIES
Issuance of common shares for acquisition of
SUM Media Corp. 12,000,000 -- 12,000,000
Stock based compensation 2,500,000 -- 2,500,000
Share subscriptions receivable 125,000 -- 125,000
</TABLE>
11 SUBSEQUENT EVENTS
Subsequent to December 31, 1999, the company:
a) Received proceeds of $479,700 and issued 159,900 common shares related to
the exercise of 159,900 options.
b) Completed a $4,000,000 private placement, with a publication company, of
1,000,000 units, whereby each unit consists of one common share and one
share purchase warrant. Each warrant allows the holder to purchase one
common share for $6.00 per share for a period of 12 months. Concurrent with
the receipt of these proceeds, the company paid $4,000,000, to the
publication company, for advertising services to be provided in fiscal 2000.
c) Completed a $1,001,000 private placement of 308,000 units, each unit
consisting of one common share and one share purchase warrant. Each warrant
allows the holder to purchase one common share for $4.25 for a period of 12
months.
d) Completed a $3,675,000 private placement of 700,000 units, each unit
consisting of one common share and one share purchase warrant. Each warrant
allows the holder to purchase one common share for $7.00 for a period of 12
months.
e) Completed a $105,000 private placement of 20,000 units, each unit consisting
of one common share and one share purchase warrant. Each warrant allows the
holder to purchase one common share for $7.00 for a period of 12 months.
f) Granted 50,000 stock options to directors of the company. These stock
options have an exercise price of $5.25 and expire in February of 2010.
g) Was notified of a legal action which was filed against the company by a
former officer and director of the company for unfair dismissal. The amount
and timing of any potential claim cannot be reasonably estimated at this
time.
35
<PAGE> 38
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
A decision to change SUMmedia.com's principal independent accountant
was recommended by the board of directors and was approved by the shareholders
on August 20, 1999. This change is the result of SUMmedia.com's desire to engage
a global accounting firm. In January, 2000, SUMmedia.com appointed Pricewater-
HouseCoopers LLP as its independent accountants.
SUMmedia.com's former accountant was dismissed. The principal accountants'
reports for both of the last two fiscal years did not contain an adverse opinion
disclaimer of opinion, or modification as to uncertainty, audit scope, or
accounting principles. The decision to change accountants was approved by the
Board of Directors. There were no disagreements with SUMmedia.com's former
accountants.
PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS,PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth information regarding the executive officers
and directors and key employees of SUMmedia.com as of February 25, 2000:
<TABLE>
<CAPTION>
NAME AND POSITION AGE HELD POSITION SINCE
<S> <C> <C>
Grant M. Petersen, Chairman of the Board, and 43 1999
Chief Executive Officer
John E. Veltheer, President and Director 34 1999
Philip Kunsberg, Director -- 2000
Johnson Chan, Director -- 2000
Arvid C. Petersen, Director 48 2000
Derrick Bulawa, Director 36 2000
Frank Palmer, Director 60 2000
David R. Lewis, Chief Financial Officer, 55 1999
Secretary and Treasurer
Andre Dragon, Chief Operating Officer 41 1999
David R. Noble, Chief Information Officer 38 1999
Albert C. Szajman, Vice President, Marketing 42 1999
David E. Jubb, Vice President, ePartnering 56 1999
Ean H. Jackson, Vice President, eBusiness 42 2000
</TABLE>
The SUMmedia.com board is divided into three classes designated as Class I,
Class II and Class III and its directors will be assigned to each class by the
board. At the first annual meeting of stockholders following the effectiveness
of this registration statement, the term of office of the Class I directors will
expire and Class I directors will be elected for a full term of three years;
Class II directors will be elected for a full term of two years; and Class III
directors will be elected for a full term of one year. At the second annual
meeting of stockholders following the effectiveness of this registration
statement, the term of office of the Class III directors will expire and Class
36
<PAGE> 39
III directors will be elected for a full term of three years. At the third
annual meeting of stockholders following the effectiveness of this registration
statement, the term of office of the Class II directors will expire and Class II
directors will be elected for a full term of three years. At each succeeding
annual meeting of stockholders, directors will be elected for a full term of
three years to succeed the directors of the class whose terms expire at such
annual meeting. The Class I directors are Grant Petersen and John Veltheer;
there are no Class II or Class III directors as of December 31, 1999. Arvid C.
Petersen is the brother of Grant M. Petersen.
The following is a brief summary of the business experience of each director
and officer over the last five years:
GRANT M. PETERSEN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Mr. Petersen has been an officer and director of the Company since August
1999. Over the past five years, Mr. Petersen has been an investor in various
enterprises and for his own account and has not had operational or executive
responsibilities in any of these endeavors.
JOHN E. VELTHEER
PRESIDENT AND DIRECTOR
Dr. Veltheer has been an officer and a director of the Company since August
1999. From 1998 to June 1999, Dr. Veltheer was manager of shareholder relations
at Softwex Technologies Inc., a Vancouver, B.C.-based software company, and
remains the principal of Iridium Capital, a Vancouver-based venture capital
company. From September 1996 to 1998, he worked on a consulting basis with
numerous technology companies providing investor relations, business planning
and financial analysis services. From September 1995 to September 1996, Dr.
Veltheer was research associate at the University of British Columbia. From
September 1993 to August 1995, he was a post-doctoral fellow at the University
of California, Berkeley. Dr. Veltheer has a Ph.D. in Chemistry from University
of British Columbia.
PHILIP KUNSBERG
DIRECTOR
Mr. Kunsberg has been a director of SUMmedia.com since January 2000. Since
1995, Mr. Kunsberg has been the Executive Vice President of Hollinger Digital
Inc.
ARVID C. PETERSEN
DIRECTOR
Mr. Petersen has been a director of SUMmedia.com since February 2000. Since
1995, Mr. Petersen has been the Managing Director and a co-owner of Study Group
Australia PTY. Limited, Australia's second largest private provider of education
and training. Mr. Petersen graduated from the British Columbia Institute of
Technology.
DERRICK BULAWA
DIRECTOR
Mr. Bulawa has been a director of SUMmedia.com since February 2000. Since
1998, Mr. Bulawa has been the Chief Operating Officer of Unifi Communications
37
<PAGE> 40
Inc., a Hong Kong based company. From 1995 to 1999, Mr. Bulawa has been the
President of East Asian operations of Unifi Communications Inc. Mr. Bulawa
received a bachelor of science degree in electronic engineering technology.
FRANK PALMER
DIRECTOR
Mr. Palmer has been a director of SUMmedia.com since January 2000. Since
1998, Mr. Palmer has been the Chairman and Chief Executive Officer of DDB Canada
Group (a division of American Canada Inc.). He has been President of Palmer
Jarvis DDB (since DDB's merger with Palmer Jarvis) since 1998 and was President
of Palmer Jarvis (which he co-founded) since its inception in 1969. All of these
companies are in the advertising business. Mr.Palmer graduated from Vancouver
School of Art.
DAVID R. LEWIS
CHIEF FINANCIAL OFFICER
Mr. Lewis has been an officer of the Company since July 1999. He was a
director of the company from August 1999 to December 1999. Prior to joining
SUMmedia.com in July 1999, Mr. Lewis was the Chief Financial Officer at Alya
International Inc., a publicly traded developer of advanced security and
building management systems for large facilities. In 1998, he was the Chief
Financial Officer and a director at Net Nanny Software International Inc., a
publicly-traded a developer of Internet and Web filtering software. From
mid-1994 to early 1998, Mr. Lewis provided management consulting to various
startup companies to help them achieve their operational and financial
objectives through the design and implementation of practical financial and
productivity solutions. Mr. Lewis has a degree in Metallurgical Engineering from
Dalhousie University in Halifax, Nova Scotia and a Chartered Accountant
designation obtained while with Coopers & Lybrand in Toronto, Ontario.
ANDRE DRAGON
CHIEF OPERATING OFFICER
Mr. Dragon has been an officer of the Company since July 1999. From May 1997
to June 1999, Mr. Dragon was the National Director, Sales and Marketing, of
Nextport Media, a subsidiary of Bell Actimedia, a marketing, printing and
publishing group. From October 1994 to November 1996, Mr. Dragon was Director,
International Expansion and Regional General Manager at Interactive Media Group,
a Toronto, Ontario developer of interactive communications solutions. Mr. Dragon
holds a Masters of Business Administration degree from Concordia University in
Montreal, Quebec.
DAVID R. NOBLE
CHIEF INFORMATION OFFICER
Mr. Noble joined SUMmedia.com in November 1999 from Oracle Corporation,
where he was a Technical Manager responsible for Internet Development from the
beginning of 1999. From 1994 to 1998, Mr. Noble was with Sierra Systems
Consultants Inc, where he was a principal and Technology Leader for the Public
Sector Practice and responsible for the Oracle Technology Partnership. Mr. Noble
received an honours degree in Computer Science and Information Processing at
Brock University, St. Catharines, Ontario (with a minor in Business Management)
and a Communications Diploma at Napier College in Scotland.
38
<PAGE> 41
ALBERT C. SZAJMAN
VICE PRESIDENT, MARKETING
Mr. Szajman joined the Company in August 1999 and has been an officer since
that time. From 1997 to 1999, he was Vice President of Palmer Jarvis DDB, an
advertising firm in Vancouver, BC. From 1991 to 1997, Mr. Szajman was with
Bryant, Fulton & Shee, Baird Advertising where he rose from Account Director to
Promotional Marketing Director. Mr. Szajman is a graduate of the Advertising and
Marketing program at British Columbia Institute of Technology.
DAVID E. JUBB
VICE PRESIDENT, EPARTNERING
Mr. Jubb has been an officer of the Company since September 1999. From 1992
to 1996 and from 1998 to late 1999, Mr. Jubb was Vice President, Sales of
Liberty Integration Software, a software company in Vancouver, BC. From 1996 to
1998, he was also the founder and proprietor of a local sales consultancy
operation for more than two years. Mr. Jubb received a Bachelor of Arts degree
from the University of North Carolina. Mr. Jubb spent four years in the U.S.
Marine Corps, before beginning a career in high tech sales management.
EAN H. JACKSON
VICE PRESIDENT, EBUSINESS
Mr. Jackson has been an officer since February 2000. Until 1999, Mr. Jackson
was the Territory Manager for Oracle Corp. Between January and October 1997 Mr.
Jackson was the Regional Marketing Coordinator for Softworld '97, an
international deal-making conference. Between September 1996 and December 1997,
Mr. Jackson was the Management Consultant to GeoAccess Communications Inc., a
provider of Internet access. Between January and June 1997, Mr. Jackson was the
Territory Manager for Gandalf Canada Ltd., a manufacturer of remote-access
telecommunications equipment. Between June and December 1996, Mr. Jackson was
the Vice President of Sales and Marketing of Xcert Software Inc., a provider of
Internet security solutions. Between January and June 1996, Mr. Jackson was the
National Sales Manager for Infowave Wireless Messaging Inc./GDT Softworks Inc.,
a wireless messaging company. Mr. Jackson graduated from the University of
Western Ontario and received a Masters of Science degree in engineering and
telecommunications from Southern Methodist University. Mr. Jackson has also
received a certificate in Internet Marketing from the University of British
Columbia
Compliance With Section 16(a) of the Act
Section 16(s) of the Securities Exchange Act of 1934, as amended ("Exchange
Act") requires executive officers and directors and persons who beneficially own
more than 10% of the Common Stock ("Reporting Persons") to file initial reports
of ownership on Form 3 and reports of changes in ownership in Forms 4 and 5 with
the Securities and Exchange Commission ("SEC"). Executive officers, directors,
and greater than 10% beneficial owners are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms that they file.
The Company did not have any Reporting Persons during 1999 because the
registration statement filed by the Company was effective March 22, 2000.
39
<PAGE> 42
ITEM 10: EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
During the year ended December 31, 1998, no executive officer of
SUMmedia.com received a salary. The following table sets forth information
concerning compensation earned in the years ended December 31, 1999 and December
31, 1998 by Patrick Brooks, SUMmedia.com's President and only officer to June
1999, by Julia A. Petersen, SUMmedia.com's President and only officer from June
1999 to August 1999 and by Grant M. Petersen, SUMmedia.com's Chief Executive
Officer from August 1999. The information in the table includes salaries,
bonuses, stock options granted and other miscellaneous compensation.
<TABLE>
<CAPTION>
Other Securities
Name and Principal Annual Compensation Annual Underlying All Other
Position Year Salary Bonus Compensation Options Compensation
- --------------------------- ----- -------- -------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Patrick Brooks, President 1999 -- -- -- -- --
to June 1999 1998 -- -- -- -- --
Julia A. Petersen, President 1999 -- -- -- -- --
June 1999 to August 1999
Grant M. Petersen 1999 133,458 -- -- 280,000 --
Chairman and Chief Executive
Officer from August 1999
</TABLE>
Mr. Brooks did not receive any compensation in 1998 or 1999 as the company
was inactive and Mr. Brooks did not actively conduct any day-to-day operations.
The fair value of his services are considered to be zero.
Mrs. Petersen did not receive any compensation in 1999 as the company was
inactive until the share exchange with SUM Media Corp and Mrs. Petersen had no
active day-to-day duties. Subsequent to the share exchange, Mrs. Petersen ceased
to be an officer of the company. The fair value of her services are considered
to be zero.
Mr. Petersen's salary was paid to 505362 B.C. Ltd., a company wholly owned
by Mr. Petersen and his spouse, Julia A. Petersen.
OPTION GRANTS IN LAST FISCAL YEAR
The following table represents the grants of stock options in the fiscal
year ended December 31, 1999 to Grant M. Petersen.
40
<PAGE> 43
<TABLE>
<CAPTION>
Percent of
Number of Total Options Exercise
Securities Granted to of Base
Underlying Employees in Price Expiration/
Name Options (#) Fiscal Year ($/Sh) Date
------------------ ----------------- --------------- --------------- -----------
<S> <C> <C> <C> <C>
Grant M. Petersen 280,000 11% $ 3.44 2009
</TABLE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE
The following table represents the exercise of stock options in the fiscal
year ended December 31, 1999 and the fiscal year end value of unexercised
options to Grant M. Petersen.
<TABLE>
<CAPTION>
Number of
Unexercised Value of
Securities Unexercised
Shares Underlying In-The-Money
Acquired Options at Options at
on Value FY-end (#) FY-end ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- -------------------- ---------- ---------- ----------------- -------------------
<S> <C> <C> <C> <C>
Grant M. Petersen -- -- 67,200/212,800 $436,800/$1,383,200
</TABLE>
Director Compensation
Currently, SUMmedia.com's directors do not receive any compensation for
their services as directors. In the near future, SUMmedia.com expects to
establish a compensation plan for non-employee directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of SUMmedia.com's executive officers serve as members of the board of
directors or compensation committee of any entity that has one or more executive
officers who serve on SUMmedia.com's board or compensation committee.
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to beneficial
ownership of SUMmedia.com's common stock as of February 25, 2000 for:
o each person or entity known by SUMmedia.com to beneficially own more than 5%
of its outstanding common stock;
o each of its directors and named executive officers; and
o all of SUMmedia.com's directors and named executive officers as a group.
Unless otherwise indicated by footnote, the address for each of the
individuals listed in the table is care of SUMmedia.com, 1200 - 1055 West
Hastings Street, Vancouver, B.C., V6E 2E9, Canada. Unless otherwise indicated by
footnote, the persons named in the table have sole voting and sole investment
power with respect to all shares of common stock shown as beneficially owned by
them.
41
<PAGE> 44
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT OF
OR NAME OF OFFICER OR DIRECTOR BENEFICIAL OWNERSHIP PERCENT OF CLASS(1)
- --------------------------------------------- ----------------------------- -------------------
<S> <C> <C>
Grant M. Petersen(2) 4,951,994 26.2%
John E. Veltheer(3) 148,000 *
Philip Kunsberg(4) 12,000 *
Frank Palmer(5) 24,000 *
Derrick Bulawa(6) 12,000 *
Arvid C. Petersen(7) 24,000 *
Johnson Chan(8) 24,000 *
All Officers and directors as a
group (7 persons) 5,195,994 27.3%
Dennis Molloy(9) 4,932,794 26.2%
Charmford Limited(10) 2,016,000 10.4%
Hollinger Digital Inc.(11) 2,000,000 10.4%
</TABLE>
- ---------------
* Less than one percent.
(1) Percentage of beneficial ownership is based on 18,310,400 shares of
common stock issued and outstanding as of February 25, 2000.
(2) Includes stock options for 67,000 shares currently exercisable, or
exercisable within 60 days and warrants for 500,000 shares exercisable
or exercisable within 60 days. Includes 3,029,794 shares owned of
record on August 6, 1999 by nominees for Mr. Petersen as to which
shares Mr. Petersen effectively possesses sole voting and investment
powers. None of such nominee relationships were initially embodied in
formal written agreements. Mr. Petersen has subsequently obtained
stock powers covering 786,439 shares formerly owned of record by
certain of the nominees.
(3) Includes options for 48,000 shares currently exercisable or
exercisable within 60 days.
(4) Mr. Kunsberg's address is Suite 600, 270 Lafayette St., New York, NY.
Includes options for 12,000 shares currently exercisable or
exercisable within 60 days.
(5) Mr. Palmer's address is Suite 600, 777 Hornby St., Vancouver, BC.
Includes options for 24,000 shares currently exercisable or
exercisable within 60 days.
(6) Mr. Bulawa's address is Suite 2101-3, K. Wah Centre, 191 Java Road,
North Point, Hong Kong. Includes options for 12,000 shares currently
exercisable or exercisable within 60 days.
(7) Mr. Petersen's address is 6 Carrington Ave., Mosman, NSW, Australia.
Includes options for 24,000 shares currently exercisable or
exercisable within 60 days.
(8) Mr. Chan's address is Suite 1276, 1 Trademart Drive, Cowloon Bay, Hong
Kong. Includes options for 24,000 shares currently exercisable or
exercisable within 60 days.
(9) Mr. Molloy's address is 24446 80th Avenue, Langley, B.C., Canada.
Includes 48,000 shares underlying stock options currently exercisable,
or exercisable within 60 days and warrants for 500,000 shares
currently exercisable or exercisable within 60 days. Includes
3,029,794 shares owned
42
<PAGE> 45
of record on August 6, 1999 by nominees for Mr. Molloy as to which
shares Mr. Molloy effectively possesses sole voting and investment
powers. None of such nominee relationships were initially embodied in
formal written agreements. Mr. Molloy has subsequently obtained stock
powers covering 786,439 shares formerly owned of record by certain of
the nominees.
(10) Charmford Limited's address is Suite 2101-3, K. Wah Centre, 191 Java
Road, North Point, Hong Kong. Includes warrants for 1,008,000 shares
currently exercisable or exercisable within 60 days. Charmford Limited
is a wholly owned subsidiary of E-Kong Group Limited, a company traded
on the Hong Kong Stock Exchange. The address of E-Kong Group Limited
is Suite 2101-3 K. Wah Center 191 Java Point, Hong Kong.
(11) Hollinger Digital Inc's address is Suite 600, 270 Lafayette St., New
York, NY. Includes warrants for 1,000,000 shares currently exercisable
or exercisable within 60 days. Hollinger Digital Inc. is a wholly
owned subsidiary of Hollinger International Inc., a company traded on
the New York Stock Exchange. Hollinger International Inc. is partially
owned, and controlled by Hollinger Inc., a company traded on the
Toronto Stock Exchange. Hollinger Inc. is controlled by The Hon.
Conrad M. Black, its Chairman and Chief Executive Officer. The address
of Mr. Black, Hollinger International Inc. and Hollinger Inc. is 10
Toronto Street, Toronto, Canada MSC 2B7 Canada.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 1999, Grant M. Petersen, the Chief
Executive Officer and a director of SUMmedia.com, and Dennis Molloy, together
loaned SUMmedia.com $56,436 without interest and without stated terms of
repayment.
During the fiscal year ended December 31, 1999, SUMmedia.com paid $133,458 for
management consulting and related services to 505362 B.C. Ltd., wholly owned by
Mr. Petersen and his spouse Julia A. Petersen.
PART IV
ITEM 13: EXHIBITS, LISTS AND REPORTS ON FORM 8-K
(a) The following is a list of all exhibits filed as part of this filing or, as
noted, incorporated by reference to this filing:
Exhibit No. Description and Method of Filing
----------- --------------------------------
Exhibit 2.1 Share Purchase Agreement between JCC Consulting
Services, Ltd., Cambridge Asset Holdings S.A.,
Tigerlily Financial Inc., Grant Peterson, Jihong
Zhang, Andre Dragon, Dennis Malloy, Albert Szajman,
John Veltheer, David Lewis, Reliance Resources Inc.
and SUM Media Corp. dated June 11, 1999.*
Exhibit 3.1.1 Amended and Restated Articles of Incorporation dated
June 23, 1999.*
Exhibit 3.1.2 Articles of Amendment dated August 20, 1999
(incorporated by reference to the registrant's
43
<PAGE> 46
Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999).*
Exhibit 3.2 Bylaws adopted by registrant on August 10, 1998.*
Exhibit 10.1 Software License and Services Agreement between
SUMmedia.com and Oracle Corporation Canada Inc.*
Exhibit 21 Subsidiaries of the Registrant.*
Exhibit 27 Financial data schedule.
Exhibit 99.1 Financial Statements from the Annual Report on Form
10-KSB for the year ended December 31, 1997
incorporated by reference to the same.
Exhibit 99.2 Financial Statements from the Annual Report on Form
10-KSB for the year ended December 31, 1998
incorporated by reference to the same.
- ---------------
* Previously filed as part of Issuer's Registration Statement on Form 10-SB
filed March 22, 2000, and incorporated by reference.
(b) SUMmedia.com did not file any reports on Form 8-K during the last quarter of
the period covered by this report as the company's registration statement was
not effective until March 22, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
SUMMEDIA.COM INC.
Date: March 30, 2000 /s/ David R. Lewis
-------------------------
David R. Lewis,
Chief Financial Officer
44
<PAGE> 47
EXHIBIT INDEX
Exhibit No. Description and Method of Filing
----------- --------------------------------
Exhibit 2.1 Share Purchase Agreement between JCC Consulting
Services, Ltd., Cambridge Asset Holdings S.A.,
Tigerlily Financial Inc., Grant Peterson, Jihong
Zhang, Andre Dragon, Dennis Malloy, Albert Szajman,
John Veltheer, David Lewis, Reliance Resources Inc.
and SUM Media Corp. dated June 11, 1999.*
Exhibit 3.1.1 Amended and Restated Articles of Incorporation dated
June 23, 1999.*
Exhibit 3.1.2 Articles of Amendment dated August 20, 1999
(incorporated by reference to the registrant's
Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999).*
Exhibit 3.2 Bylaws adopted by registrant on August 10, 1998.*
Exhibit 10.1 Software License and Services Agreement between
SUMmedia.com and Oracle Corporation Canada Inc.*
Exhibit 21 Subsidiaries of the Registrant.*
Exhibit 27 Financial data schedule.
Exhibit 99.1 Financial Statements from the Annual Report on Form
10-KSB for the year ended December 31, 1997
incorporated by reference to the same.
Exhibit 99.2 Financial Statements from the Annual Report on Form
10-KSB for the year ended December 31, 1998
incorporated by reference to the same.
- ---------------
* Previously filed as part of Issuer's Registration Statement on Form 10-SB
filed March 22, 2000, and incorporated by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SUMMEDIA.COM
INC.'S ANNUAL REPORT ON FORM 10-KSB FOR THE PERIOD ENDED DECEMBER 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 2,108,167
<SECURITIES> 0
<RECEIVABLES> 76,963
<ALLOWANCES> (11,133)
<INVENTORY> 0
<CURRENT-ASSETS> 2,578,976
<PP&E> 1,959,314
<DEPRECIATION> (118,493)
<TOTAL-ASSETS> 16,110,208
<CURRENT-LIABILITIES> 1,580,978
<BONDS> 0
0
0
<COMMON> 161,420
<OTHER-SE> 14,308,871
<TOTAL-LIABILITY-AND-EQUITY> 16,110,208
<SALES> 132,051
<TOTAL-REVENUES> 132,051
<CGS> 117,940
<TOTAL-COSTS> 117,940
<OTHER-EXPENSES> 8,328,882
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,314,771)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,314,771)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,314,771)
<EPS-BASIC> (0.24)
<EPS-DILUTED> 0
</TABLE>
