-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P9Xg+fzwaXiBIeCUoSCI6TGBvob6pbx+q2dhHGdPkIVou4YQ5bgknfr6Loj5PJ6B 91KK+S7MWMgrAJFiLWOFTw== 0000916641-01-000057.txt : 20010123 0000916641-01-000057.hdr.sgml : 20010123 ACCESSION NUMBER: 0000916641-01-000057 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010131 FILED AS OF DATE: 20010122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORLINKS COM INC CENTRAL INDEX KEY: 0001022282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-29142 FILM NUMBER: 1512685 BUSINESS ADDRESS: STREET 1: 100 KING STREET WEST STREET 2: STE 745 TORONTO CITY: ONTARIO M5X 1E2 STATE: A6 BUSINESS PHONE: 4168649795 MAIL ADDRESS: STREET 1: 100 KING ST WEST STE 745 STREET 2: TORONTO CITY: ONTARIO M5X 1E2 FORMER COMPANY: FORMER CONFORMED NAME: OPUS MINERALS INC DATE OF NAME CHANGE: 19991102 FORMER COMPANY: FORMER CONFORMED NAME: TNK RESOURCES INC DATE OF NAME CHANGE: 19960905 6-K 1 0001.txt FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January, 2001 INVESTORLINKS.COM INC. (Formerly: Opus Minerals Inc.) -------------------------------------------------------- (Translation of registrant's name into English) Suite 203, 120 Front Street East, Toronto, Ontario, M5A 4L9 ----------------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover form 20-F or Form 40-F: Form 20-F X Form 40-F --------- --------- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934: Yes No X --------- --------- January 2, 2001 Ontario Securities Commission Alberta Securities Commission British Columbia Securities Commission Canadian Venture Exchange Dear Sirs: RE: CONFIRMATION OF MAILING - ---------------------------- WE HEREBY CERTIFY that on December 29, 2000 the unaudited Consolidated Balance Sheet, Consolidated Statement of Cash Flows and the Consolidated Statement of Operations together with Notes, for the six month period ended October 31, 2000 were mailed to all those shareholders who requested interim financial statements pursuant to our compliance with National Policy 41. If you have any questions, please do not hesitate to contact the undersigned Yours truly INVESTORLINKS.COM INC. Per: "Sandra J. Hall" Secretary CONSOLIDATED BALANCE SHEET (Unaudited) As at October 31, 2000 ASSETS Current Cash $ 1,060,397 Short term investments 2,412,172 Accounts receivable and prepaid expenses 146,532 ----------- 3,619,101 Property and equipment 168,998 Deposits 5,343 Investments 418,333 Organization costs 3,507 Internet investment site costs 371,700 ----------- $ 4,586,982 =========== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $ 148,158 ----------- Shareholders' Equity Share Capital 5,063,410 Foreign Exchange Translation Adjustment 29,392 Deficit (653,978) ----------- 4,438,825 ----------- $ 4,586,982 =========== The accompanying notes are an integral part of these unaudited consolidated financial statements. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) For the six month period ended October 31, 2000 Revenue Advertising and sponsorship $ 79,566 Interest income 40,487 ---------- 120,053 Expenses Amortization 6,614 Depreciation 4,856 General and administrative 232,110 Insurance 2,340 Interest 11,636 Investor relations 78,693 Business development 223,286 Professional fees 72,985 Salaries and consulting 188,396 Shareholder information and annual meeting 21,251 Transfer agent fees 9,583 ---------- 851,750 ---------- Loss for the period before the undernoted item 731,698 Unrealized foreign exchange gain (77,719) ---------- Net loss for the period $ 653,978 ========== Net loss per share $ 0.04 ========== The accompanying notes are an integral part of these unaudited consolidated financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) For the six month period ended October 31, 2000 Cash provided by (used in) Operating activities Net loss for the period $ (653,978) Add items not requiring an outlay of cash Amortization 6,614 Depreciation 4,856 Unrealized gain on foreign exchange 29,392 Shares issued for business development 223,286 ----------- (389,830) Net changes in non-cash working capital Decrease in accounts receivable 72,561 Decrease in accounts payable and accrued liabilities (35,139) ----------- (352,408) ----------- Investing activities Proceeds from sale of marketable securities 278,600 Short term investments (1,665,368) Purchase of capital assets (123,043) Web site design (48,988) Organization costs (3,829) Leasehold improvements (4,008) ----------- (1,566,636) ----------- Financing activities Deposits (5,343) Repayment of loan payable (458,273) Issuance of common shares 3,316,481 ----------- 2,852,865 ----------- Increase in cash 933,821 Cash, beginning of period 126,576 ----------- Cash, end of period $ 1,060,397 =========== The accompanying notes are an integral part of these unaudited consolidated financial statements. INVESTORLINKS.COM INC. Notes to Unaudited Consolidated Financial Statements For the Six Months Ended October 31, 2000 On July 25, 2000 the Company amended its Articles and changed its name from Opus Minerals Inc. to Investorlinks.com Inc. 1. Basis of Presentation These financial statements include the accounts of Investorlinks.com Inc. ("Investorlinks" or the "Company") and its wholly owned subsidiary IL Data Canada, Inc. "IL Canada", a Canadian company, who owns IL Data Corporation, Inc. (IL Nevada") who owns and operates the Internet investment site www.investorlinks.com. All dollar amounts referred to herein are Canadian Dollars unless indicated otherwise. 2. Business Acquisitions and Combination On June 6, 2000, the following transactions occurred: (a) Business Acquisitions (i) IL Canada, a newly incorporated inactive company, acquired all of the issued shares of IL Nevada, a newly incorporated inactive company for US $6,800 cash. (ii) IL Nevada acquired the unincorporated business, InvestorLinks.com LLC ("LLC") from a person who became a director of the Company and the director's spouse for US $300,000 cash. The net assets acquired at fair value are as follows:
IL Nevada Investorlinks.com LLC US Dollars US Dollars ---------- ---------- Cash $6,800 $ 5,500 Current Assets - 68,483 Capital Assets - 26,500 Current Liabilities - (21,737) ------ -------- Net Assets 6,800 78,746 Consideration 6,800 300,000 ------ -------- Excess of consideration given over net assets acquired (1) $ - $221,254 ------ -------- - -------------------
(1) The excess of consideration given over the net assets of LLC acquired is attributed to the cost of the Internet investment site. (b) Business Combination On June 6, 2000, after the business acquisitions referred to in Note 2(a), Investorlinks acquired all of the issued shares of IL Canada for consideration of 6,800,000 common shares of the Company having a stated value of $1,700,000. After this transaction, the shareholders of IL Canada owned 47% of the issued shares of Investorlinks. The business combination has been accounted for as a reverse take-over of Investorlinks by IL Canada. Application of reverse take-over accounting results in the following: (i) IL Canada is deemed to be the acquirer for accounting purposes; its assets and liabilities are included in the consolidated balance sheet at their carrying values. (ii) The consolidated balance sheet combines the assets and liabilities of Investorlinks as an acquisition under the purchase method of accounting. The net assets acquired at fair value as at June 6, 2000 are as follows:
Canadian Dollars - ------------------------------------------------------------------------------------ Cash and short term investments $ 840,413 Marketable securities 696,933 Current assets 117,855 Capital assets 9,553 Current liabilities (151,163) ---------- Consideration attributed to the stated capital of the shares issued $1,513,591 ========== - ----------------------------------------------------------------------------------
3. Share Capital (a) Authorized Unlimited non-participating, redeemable, voting preference shares Unlimited common shares (b) Issued Preference Shares - Nil Common shares issued prior to the reverse takeover: Investorlinks Number of Shares Stated Capital - -------------------------------------------------------------------------------- Balance at April 30, 2000 6,944,576 $6,222,102 Options exercised 300,000 75,000 Warrants exercised 300,000 105,000 --------- ---------- Balance at June 5, 2000 7,544,576 $6,402,102 ========= ========== - -------------------------------------------------------------------------------- IL Canada Number of Shares Stated Capital - -------------------------------------------------------------------------------- Common shares issued upon incorporation for cash and balance as at June 6, 2000 6,800 $10,052 - -------------------------------------------------------------------------------- Common shares issued from the date of the reverse takeover: Number of Stated Investorlinks Shares Capital - -------------------------------------------------------------------------------- Balance as at date of reverse take-over (1) 7,544,576 $ 10,052 Issued on acquisition 6,800,000 1,513,591 Warrants exercised 3,000,000 1,050,000 Issued per Private placement 680,000 2,266,481 Issued per strategic alliance service agreement 1,500,000 5,168,813 (Note 7) ---------- ----------- 19,524,576 10,008,937 Shares to be released (Note 7) (1,433,333) (4,945,527) ---------- ----------- Balance as at October 31, 2000 18,091,243 $ 5,063,410 ========== =========== - -------------------------------------------------------------------------------- (1) The balance as at the date of the reverse take-over consists of the number of shares issued in the Company and the stated capital of IL Canada. (c) Common Share Purchase Options Options outstanding, beginning of period 630,000 Granted 961,000 Exercised (300,000) --------- Options outstanding, end of period 1,291,000 ========= At October 31, 2000 the following common share purchase options are outstanding: Number of Exercise Issued to Outstanding Price Expiry Date - ------------------------------------------------------------------------------ Director 30,000 $0.30 August 3, 2002 Consultants 300,000 $0.90 November 15, 2001 Directors 553,000 US $2.55 June 30, 2005 Employees 24,000 US $2.55 June 30, 2005 Consultant 9,000 US $2.55 June 30, 2005 Advisory Board 225,000 US $2.55 June 30, 2005 Consultant 150,000 US $2.55 June 30, 2002 - ------------------------------------------------------------------------------ (d) Common Share Purchase Warrants Warrants outstanding, beginning of period 3,340,000 Issued 680,000 Exercised (3,300,000) Expired (40,000) ---------- Warrants outstanding, end of period 680,000 ========== At October 31, 2000 the following common share purchase warrants are outstanding: Shares for Exercise Expiry Number of Outstanding Warrants Price Date - --------------------- -------- ----- ---- 680,000 1 for 1 US $3.00 August 8, 2002 4. Comparative Financial Statements There are no comparative financial statements as IL Canada, the acquiring company, was a newly incorporated inactive company. 5. Loss Per Share The loss per share figure has been calculated using the weighted average number of common shares outstanding during the period. Exercise of common share purchase options and common share purchase warrants would be anti- dilutive. 6. Segmented Information The Company owns and operates the Internet investment site www.investorlinks.com indirectly through its subsidiary. The Company's revenue and capital assets, net of depreciation, have been identified based on geographic areas as follows: For the period ended October 31, 2000 Canada United States - -------------------------------------------------------------------------------- Revenue $35,703 $ 84,350 Capital assets, net $ 9,553 $159,445 - -------------------------------------------------------------------------------- 7. Supplementary Cash Flow Information The Company entered into a strategic alliance service agreement, effective August 2, 2000 with a global financial content firm to provide business development services. As consideration for the services to be provided over twenty-nine months following the effective date, the Company will release common shares on the basis of one common share for each US $2.25 of services provided for a total of up to 1,500,000 common shares for total consideration of US $3,375,000. Under the terms of the agreement the Company released 66,667 earned common shares with a value of US $150,000 on August 9, 2000. The remaining 1,433,333 shares to be released will be in lots of 66,667 shares or US $150,000 of services rendered. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INVESTORLINKS.COM INC. (formerly Opus Minerals Inc.) Date: January 22, 2001 By: /s/ Sandra J. Hall ------------------- -------------------------------------------- Sandra J. Hall, Director and Secretary -----END PRIVACY-ENHANCED MESSAGE-----