10QSB 1 doc1.txt U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended November 30, 2001 ------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to___________________ Commission File No. 0-25773 ------- Information Highway.com, Inc. ----------------------------- (Name of Small Business Issuer in its Charter) Florida 65-0154103 ------- ---------- (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No) #120 - 3011 Viking Way Richmond, BC V6V 1W1 Canada ---------------------------------------- (Address of Principal Executive Offices) (604) 278-5996 ------------------------- Issuer's Telephone Number #185 - 10751 Shellbridge Way Richmond, BC V6X 2W8 Canada ------------------------------------------------------------- (Former Name or Former Address, if changed since last Report) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- --- --- --- (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not applicable (APPLICABLE ONLY TO CORPORATE ISSUERS) State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: January 18, 2002 Common - 9,382,352 shares DOCUMENTS INCORPORATED BY REFERENCE A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report. Transitional Small Business Issuer Format Yes No X --- --- Information Highway.com, Inc. INDEX Part I Financial Information Item 1. Financial Statements Balance Sheet as of November 30, 2001 and May 31, 2001 Statement of Operations for the three months and six months ended November 30, 2001 Statement of Cash Flows for six months ended November 30, 2001 Notes to Financial Statements Item 2. Management's Discussion and Analysis or Plan of Operation PART II - Other Information
Information Highway.com, Inc. Consolidated Balance Sheets November 30, May 31, 2001 2001 $ $ (unaudited) (audited) Assets Current Assets Accounts receivable 2,570 20,424 Inventory (Note 2(f)) 24,921 24,921 Prepaid expenses 11,198 13,680 ------------------------------------------------------------------------------------------- Total Current Assets 38,689 59,025 Property, Plant and Equipment (Note 4) 231,949 288,981 ------------------------------------------------------------------------------------------- Total Assets 270,638 348,006 =========================================================================================== Liabilities and Stockholders' Deficit Current Liabilities Checks issued in excess of funds on deposit 10,083 2,117 Accounts payable 404,493 362,077 Accrued liabilities 471,511 413,212 Deferred revenue 21,919 52,986 Bank loan - 55,613 Advances from related parties (Note 7) 358,907 236,387 Convertible Debentures (Note 5) 1,320,402 1,297,964 Current portion of obligations under capital leases (Note 6) 51,452 31,611 ------------------------------------------------------------------------------------------- Total Current Liabilities 2,638,767 2,451,967 Obligations Under Capital Leases (Note 6) 1,126 22,192 ------------------------------------------------------------------------------------------- Total Liabilities 2,639,893 2,474,159 ------------------------------------------------------------------------------------------- Contingencies (Notes 1 and 9) Stockholders' Deficit Common Stock (Note 8), 50,000,000 shares authorized, par 937 914 value $.0001 per share, 9,382,352 and 9,148,500 issued and outstanding respectively Additional Paid in Capital - Common Stock 5,102,335 5,086,269 Additional Paid in Capital - Warrants to purchase stock 651,120 651,120 Common Stock paid for but unissued (representing 310,000 shares) 46,500 46,500 ------------------------------------------------------------------------------------------- 5,800,892 5,784,803 ------------------------------------------------------------------------------------------- Preferred Stock, 10,000,000 shares authorized, par value $.0001 per share, none issued - - ------------------------------------------------------------------------------------------- Translation adjustments 8,066 (5,805) ------------------------------------------------------------------------------------------- 5,808,958 5,778,998 Accumulated Deficit (8,178,213) (7,905,151) ------------------------------------------------------------------------------------------- Total Stockholders' Deficit (2,369,255) (2,126,153) ------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Deficit 270,638 348,006 ===========================================================================================
The accompanying notes are an integral part of these financial statements
Information Highway.com, Inc. Consolidated Statements of Operations and Deficit Three Months Ended Six Months Ended November 30, November 30, 2001 2000 2001 2000 (unaudited) (unaudited) $ $ $ $ Revenues - 4,175 - 16,088 Cost of Revenues - 102,568 - 167,706 --------------------------------------------------------------------------------------------------------- Gross Profit (Loss) - (98,393) - (151,618) --------------------------------------------------------------------------------------------------------- Operating Expenses Marketing and sales - 6,494 - 58,091 General and Administrative 98,992 451,917 196, 054 923,136 Product development - 44,812 - 132,853 --------------------------------------------------------------------------------------------------------- Total Operating Expenses 98,992 503,223 196,054 1,114,080 --------------------------------------------------------------------------------------------------------- Loss from Continuing Operations (98,992) (601,616) (196,054) (1,265,698) --------------------------------------------------------------------------------------------------------- Discontinued Operations (Note 3) Loss from Operations from YesIC - - (494,409) Communications, Inc. (305,796) Loss from Operations from Pavlik Travel Services - - (11,550) Ltd. (11,550) Loss from Operations from Blue Crow Internet Co. (77,008) (80,439) Ltd. (32,806) (31,016) --------------------------------------------------------------------------------------------------------- Loss from discontinued operations (32,806) (348,362) (77,008) (586,398) --------------------------------------------------------------------------------------------------------- Net loss for the period (131,798) (949,978) (273,062) (1,852,096) Deficit - Beginning of Period (8,046,415) (6,693,437) (7,905,151) (5,791,319) --------------------------------------------------------------------------------------------------------- Deficit - End of Period (8,178,213) (7,643,415) (8,178,213) (7,643,415) --------------------------------------------------------------------------------------------------------- Basic loss from continuing operations 0.01 0.08 0.02 0.15 Basic loss from discontinued operations - 0.04 0.01 0.07 --------------------------------------------------------------------------------------------------------- Basic loss per share 0.01 0.12 0.03 0.22 ========================================================================================================= Weighted average shares used to compute 9,382,000 8,211,000 9,285,000 8,178,000 basic loss per share =========================================================================================================
Diluted loss per share has not been presented as the result is anti-dilutive. The accompanying notes are an integral part of these financial statements
Information Highway.com, Inc. Consolidated Statements of Cash Flows Six months ended November 30, 2001 2000 $ $ (unaudited) (unaudited) Cash Flows to Operating Activities Net loss (273,062) (1,852,096) Adjustments to reconcile net loss to cash Depreciation and amortization of property, plant and equipment and 50,311 82,118 goodwill Amortization of convertible debenture valuation allowance 37,439 48,263 Services paid for by issuing common shares and warrants - 41,388 Shares issued for convertible debenture interest 1,089 1,963 (Gain) Loss on sale of computer equipment 2,532 (1,952) Change in non-cash working capital items Decrease in accounts receivable 17,854 11,826 Decrease in prepaid expenses 2,482 128,832 (Increase) in inventory - (5,492) Increase in accounts payable and accrued liabilities 100,715 317,816 Increase (decrease) in deferred revenues (31,067) 15,058 -------------------------------------------------------------------------------------------- Net Cash Used in Operating Activities (91,707) (1,212,276) -------------------------------------------------------------------------------------------- Cash Flows from Financing Activities Share subscriptions in subsidiary - 119,629 Common stock issued - 6,250 Increase in related party advances 122,520 254,663 Increase (repayment) of bank loan (55,613) 67,636 Capital lease obligations repaid (1,225) (19,780) -------------------------------------------------------------------------------------------- Net Cash Provided by Financing Activities 65,682 428,398 -------------------------------------------------------------------------------------------- Cash Flows to Investing Activities Purchase of subsidiary - (56,148) Proceeds from sale of computer equipment 5,494 6,250 Acquisition of property, plant and equipment (1,306) (32,090) Restricted cash - (26,042) -------------------------------------------------------------------------------------------- Net Cash from (to) Investing Activities 4,188 (108,030) -------------------------------------------------------------------------------------------- Translation Adjustments 13,871 623 -------------------------------------------------------------------------------------------- Decrease in Cash During the Period (7,966) (891,285) Cash and equivalents - Beginning of Period (2,117) 857,949 -------------------------------------------------------------------------------------------- Cash and equivalents - End of Period (10,083) (33,336) ============================================================================================ Non-Cash Financing Activities Value of Common Shares issued for services - 41,388 Value of Common Shares issued for convertible debentures and 16,089 61,963 accrued interest converted -------------------------------------------------------------------------------------------- ============================================================================================ Supplemental disclosures: Interest paid in cash 630 202,495 Income taxes paid in cash - -
The accompanying notes are an integral part of these financial statements 1. Nature of Operations and Continuance of Business The Company was incorporated December 5, 1988 in the state of Florida. During 1997, the Company's common stock was submitted for quotation on the OTC Bulletin Board System. From inception to February 17, 1999 the Company did not engage in any business activity other than initial organization, financing and some business investigation activities. Pursuant to an Agreement and Plan of Reorganization entered into with Information Highway, Inc. on February 17, 1999, a business combination was completed by way of reverse takeover. All of the common stock of Information Highway, Inc. was exchanged for common shares of the Company representing a change of control of the Company. As part of the Plan of Reorganization the Company's name was changed to Information Highway.com, Inc. On October 11, 2000, the Company's Registration Statement filed with the Securities Exchange Commission was declared effective which means the Company is a reporting company under the 1933 Act. Information Highway, Inc. was incorporated in the State of Washington on October 15, 1996. It owned three Canadian operating subsidiaries in the business of providing access to the Internet and providing services, including on-line publishing, to individual and corporate subscribers. See Note 3(a) for the acquisition and disposition (both during fiscal 2001) of a company in the travel industry and Note 3(b) for the sale of its Ontario, Canada operating subsidiary sold in fiscal 2001. See Note 3(c) for the sale of the Company's dial up and web hosting business owned by its British Columbia, Canada operating subsidiary. The Company has not achieved profitable operations since inception and has suffered mounting losses of $8,178,213, has a working capital deficit of $2,600,078, and has sold or disposed of all significant continuing operations as at November 30, 2001. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its successful efforts to raise additional equity financing over the next twelve months and/or acquire a profitable business. Management plans to raise additional equity financing from new investors through a private placement. The offering will be a best efforts, no minimum, offering consisting of 1,081,701 units at $0.15 per unit to raise proceeds of $162,255 -$46,500 raised to date. The remaining balance of the proceeds are secured by promissory notes which are presently being converted into common shares. Each unit will consist of one share and one warrant to purchase one additional share at $0.20 per share for a period of one year from date of issuance. These funds are not enough to re-capitalize the Company. Significant additional funds will be required. 2. Significant Accounting Policies (a) Consolidated Financial Statements These consolidated financial statements include the accounts of the Company and its wholly owned US subsidiary, Information Highway, Inc. which owns one consolidated, wholly-owned, Canadian subsidiary. The business of the Company's only operating subsidiary was sold during the current quarter (Note 3c). Two other operating Canadian subsidiaries were sold during the previous year (Note 3a and 3b). These subsidiaries are included in the current and comparative figures under discontinued operations. 2. Significant Accounting Policies (continued) (b) Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates. (c) Comparative figures Certain amounts in the financial statements have been reclassified to be consistent and comparable from year-to-year and to present discontinued operations. (d) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, in banks and all highly liquid investments with a maturity of three months or less when purchased. (e) Concentration of Credit Risk The Company does not have any concentrations of credit risk as the majority of its customers prepay for services. For those instances when credit is extended it is based on an evaluation of the customer's financial condition, and generally collateral is not required. The Company does not have any customers that account for in excess of 10% of income. The Company places its temporary cash investments with high credit quality financial institutions and limits the amount of credit exposure to any one financial institution. (f) Inventory Inventory is comprised of finished goods purchased to resell over the Internet. Finished goods are carried at the lower of landed cost or net realizable value. (g) Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is computed utilizing the declining balance method over an estimated useful life of the related asset. Computer equipment and software and production equipment is depreciated at 30% per annum and furniture and office equipment at 20% per annum. Leasehold improvements are amortized over ten years utilizing the straight-line method. Assets acquired pursuant to capital leases are amortized over the life of the lease utilizing the straight-line method. (h) Financial Instruments The fair value of the Company's current assets and current liabilities were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. See Note 5 for long-term financial instruments. The Company operates in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. (i) Revenue Recognition and Deferred Revenues Revenues from continuing operations are not presented in the current financial period as the Company has disposed of all operating subsidiaries and is in a development phase pending the launch of new services. 2. Significant Accounting Policies (continued) (j) Cost of Revenues All costs related to revenues are recorded as revenue is recognized. Cost of revenues are not presented in the current financial period as the Company is in a development phase pending the launch of new services. (k) Accounting for Stock-Based Compensation SFAS No. 123, "Accounting for Stock-Based Compensation," requires that stock awards granted be recognized as compensation expense based on fair values at the date of grant. Alternatively, a company may account for stock awards granted under Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees," and disclose pro forma income amounts which would have resulted from recognizing such awards at their fair value. The Company has elected to account for stock-based compensation for employees under APB No. 25 and make the required pro forma disclosures for compensation expense. Stock based compensation for non-employees are accounted for using SFAS No. 123. (l) Foreign Exchange All of the Company's Canadian operating subsidiaries are operationally and financially independent of the parent and are considered self-sustaining. As such, the current rate method is used whereby assets and liabilities are translated into United States dollars at exchange rates in effect at the balance sheet dates. Shareholders' equity accounts are translated using historical exchange rates. Income and expense items are translated at average exchange rates for the periods. Accumulated net translation adjustments are included as a separate component of stockholders' equity. Current monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated at rates of exchange prevailing on the transaction dates. Exchange gains or losses on the realization of current monetary assets and the settlement of current monetary liabilities are recognized currently to operations. (m) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. 2. Significant Accounting Policies (continued) (n) Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic an diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive. 3. Business Acquisition and Discontinued Operations (a) Acquisition and Disposition of Pavlik Travel Services Ltd. (i) On September 27, 2000 the Company completed an agreement to purchase a travel agency located in British Columbia, Canada. Total consideration paid was Cnd$125,000. The purchase was accounted for as an acquisition, and the excess purchase price over the fair market value of net assets acquired, being Cnd$84,390, was allocated to goodwill and was being amortized over two years. (ii) On February 28, 2001 the Company entered into an agreement to sell the travel agency to a private company under the President's control at a fair value of Cdn$125,000. The private company paid a bank loan in the amount of $85,922 and the balance of $39,078 was paid in cash. The Company realized revenue of $23,276 for the period September 27, 2000 through February 28, 2001. Pursuant to the agreement the Company wrote off its shareholder loans receivable of $19,863 to operations at February 28, 2001. (b) Disposition of YESIC Communications, Inc. On April 23, 2001, pursuant to a share purchase agreement, the Company sold its 100% interest in YESIC Communications, Inc. ("YESIC") a subsidiary of the Company operating in the business of providing access to the Internet in the Province of Ontario. Total consideration received was Cdn$10. In addition the Company was to receive contingent additional amounts as a repayment of shareholder's loans but subsequent to the sale, YESIC declared bankruptcy and as a result the shareholders loans receivable totalling $712,963 from YESIC were written off to operations at May 31, 2001. (c) Disposition of dial-up and webhosting business of Blue Crow Internet, Inc. On September 19, 2001, the Company's wholly-owned subsidiary, Blue Crow Internet Company, Inc., entered into an agreement to sell its dial-up and webhosting customer base to PCNet International Inc. The sale was completed on October 1, 2001 and included the bluecrow.com domain name and several pieces of computer equipment. The Company has received CDN$10,000 and could receive a monthly amount based on the sold assets net monthly cash flow as outlined in the agreement over an 18 month period to a maximum CDN$120,000. 4. Property, Plant and Equipment
November 30, May 31, 2001 2001 Accumulated Net Book Net Book Cost Amortization Value Value $ $ $ $ (unaudited) (audited) Computer equipment 399,431 238,602 160,829 197,232 Office furniture and equipment 39,546 22,358 17,188 19,408 Production equipment 25,000 16,150 8,850 10,412 Leasehold improvements 13,910 5,323 8,587 9,283 Assets under capital lease 98,480 61,985 36,495 52,646 ---------------------------------------------------------------------------------------- 576,367 344,418 231,949 288,981 ========================================================================================
5. Convertible Debentures The Company issued, to one investor, three $500,000, two year convertible debentures bearing interest at 5%. Warrants to purchase 225,000 common shares exercisable at $6.2287 and expiring March 3, 2002 were also issued. The maturity date is March 3, 2002. The Company received $1,332,728 after paying to the Agent a 10%, or $150,000, financing fee and legal costs of $17,272. The debenture holders can convert their debentures into common shares based on the face value plus accrued interest divided by the lesser of the fixed price of $6.22875 and the average closing price for the 20 days prior to conversion. No amount has been allocated to the conversion feature in accordance with APB 14. Debt issue costs of $167,272 have been charged to operations and the value of the detachable share purchase warrants, totaling $175,500, was deducted from the proceeds of the convertible debenture as a valuation allowance and is being amortized to operations over two years. The Company has the right to redeem with cash. During the year ended May 31, 2001 convertible debentures of $145,000 plus accrued interest of $5,811 were converted into 664,646 common shares. During the quarter ended August 31, 2001, convertible debentures of $15,000 plus accrued interest of $1,089 were converted into 233,852 shares. 6. Obligations Under Capital Leases The Company acquired computer equipment by way of capital leases.
Total Lease Fiscal Year Payments $ 2002 31,561 2003 23,671 ----------- 55,232 Less amount representing interest 2,654 ----------- 52,378 Less current portion 51,452 ----------- 1,126 ===========
7. Related Party Balances/Transactions
November 30, May 31, 2001 2001 $ $ (unaudited) (audited) (a) Balances (i) Amounts owing to the President of the Company and private companies under the President's control are from short-term cash loans, are due on demand, unsecured and non-interest bearing. 370,300 223,892 (ii) Amounts owing to (from) public companies that share office premises and have President's in common are from expenses paid by these companies on behalf of the Company, are due on demand, unsecured, and non-interest bearing. (11,393) 12,495 Net amount owing to related parties 358,907 236,387 (b) Transactions See Note 3(a) for the sale of a travel agency to a related party for fair value.
8. Common Stock
Additional No. of Par Value Paid-in Shares $.0001 Capital Issued $ $ Balance as at May 31, 1999 6,469,951 647 1,698,351 Shares issued for cash pursuant to an offering memorandum (Note 9(a)(i)) 129,750 13 461,987 Shares issued for cash pursuant to a private placement (Note 9(a)(ii)) 125,817 13 503,255 Less: Finders fee paid on private placement - - (43,500) Value of warrants issued to a consultant in connection with the private placement - - (270,820) Shares issued pursuant to stock options exercised 523,266 52 658,323 Shares issued pursuant to warrants exercised 565,050 56 564,994 Shares issued for services (Note 9(b)) 327,500 33 1,240,330 --------------------------------------------------------------------------------------- Balance as at May 31, 2000 (audited) 8,141,334 814 4,812,920 Shares issued for cash pursuant to stock options exercised 12,500 1 6,249 Shares issued pursuant to conversion of debentures 664,666 66 150,745 Shares issued for services (Note 9(b)) 330,000 33 116,355 --------------------------------------------------------------------------------------- Balance as at May 31, 2001 (audited) 9,148,500 914 5,086,269 Shares issued pursuant to conversion of debentures 233,852 23 16,066 --------------------------------------------------------------------------------------- Balance as at November 30, 2001 (unaudited) 9,382,352 937 5,102,335 =======================================================================================
Pursuant to the Agreement and Plan of Reorganization the Company assumed all common stock obligations of Information Highway, Inc. as they relate to stock based compensation plans and warrants issued to acquire common shares. (a) Common shares and warrants issued for cost The Company previously offered units pursuant to an Offering Memorandum. Each unit consisted of one common share, one Series "A" Warrant to acquire one additional common share at $4.00 per share expiring April 30, 2000 (expired), and one Series "B" Warrant to acquire one additional common share at $6.00 per share expiring October 31, 2001 (expired). The offering was completed on August 11, 1999. On completion of the offering, a total of 129,750 units were issued at $4.00 per unit for total proceeds of $519,000. The proceeds of this private placement were allocated on the following basis: $462,000 to common shares, $47,000 to Series A Warrants and $10,000 to Series B Warrants. 8. Common Stock (continued) (b) Common Shares and warrants issued for services The Company entered into an Agreement relating to the private placement financing described in Note 9(a)(ii). The Agreement called for a 10% finders of $43,500. In addition, 100,000 warrants were issued to acquire 100,000 common shares exercisable at $4.00 per share expiring December 1, 2002. The value of these warrants, totalling $270,820, was charged against share capital during fiscal 2000. During fiscal 2001 the Company issued 5,000 common shares valued at $9,712, for financial consulting services and 25,000 common shares, valued at $31,676, for investor relation consulting services. These amounts were charged to operations during fiscal 2001. The Company issued 300,000 common shares valued at $75,000 to secure access to wireless technology which amount was charged to operations in fiscal 2001. (c) Stock Option Plan Pursuant to a stock option plan amended and restated February 8, 2000 and expiring May 31, 2007, the Company has reserved 3,000,000 common shares for future issuance. The options are granted for services provided to the Company. Statement of Financial Accounting Standards No. 123 ("SFAS 123") requires that an enterprise recognize, or at its option, disclose the impact of the fair value of stock options and other forms of stock based compensation in the determination of income. The Company has elected under SFAS 123 to continue to measure compensation cost on the intrinsic value basis set out in APB Opinion No. 25 for employee stock options. As options are granted at exercise prices based on the market price of the Company's shares at the date of grant, no compensation cost is recognized. However, under SFAS 123, the impact on net income and income per share of the fair value of stock options must be measured and disclosed on a fair value based method on a pro forma basis. Stock options for non-employees are valued and charged to operations over the life of the option. The fair value of the employee's purchase rights, pursuant to stock options, under SFAS 123 was estimated using the Black-Scholes model. 8. Common Stock (continued) (c) Stock Option Plan (continued) The weighted average number of shares under option and option price for the period ended November 30, 2001 is as follows:
Weighted Average Shares Weighted Remaining Under Average Life of Option Option Options # Price $ (Months) Beginning of period 1,564,400 .25 Granted - Exercised - Cancelled - Lapsed - --------- End of period 1,564,400 .25 30 ========= ======== ==========
Effective January 17, 2001 the exercise price of all outstanding stock options was reduced to $.25. If compensation expense had been determined pursuant to SFAS 123, the Company's net loss and net loss per share for the period ended November 30, 2001 and 2000 would have been as follows:
November 30, November 30, 2001 2000 $ $ (unaudited) (unaudited) Net loss As reported (273,062) (1,852,096) Pro forma (273,937) (1,866,674) Basic net loss per share As reported (.03) (.22) Pro forma (.03) (.23)
9. Contingent Liability A Writ of Summons and Statement of Claim was filed against the Company in the Supreme Court of British Columbia in April 1999 by a former employee and spouse of the employee (the "Plaintiffs"). The employee was retained by the Company as a consultant on or about December 1996 and was subsequently terminated for cause by the Company in December 1997. The Plaintiffs are seeking monetary damages related to the alleged remuneration pursuant to the agreement and a stock option between the Company and the employee. The total damages claimed amounts to $597,000 including alleged unpaid remuneration and a stock option benefit. The plaintiff's are also claiming 5% of business revenue from the operating subsidiary in Vancouver, Canada. This subsidiary operated at a net loss from operations during the period from acquisition in December 1996 to date. Management believes that the Plaintiff's alleged claim is without legal or factual basis and therefore have not accrued any potential losses resulting from this claim except for legal fees paid in establishing the defence. The Company will vigorously defend this action. 10. Segmented Information The Company adopted SFAS No. 131 Disclosure About Segments of an Enterprise and related information. The business of the Company is carried on in one industry segment being the provision of access to the Internet and providing services, including on-line publishing, to individual and corporate subscribers. Up until May 31, 1999 the Company operated in one geographic segment, being Canada, located in Vancouver, BC and Toronto, Ontario. During fiscal 2000 the Company began expansion of its ISP business into the United States by setting up Virtual ISP's. The Company switched on 50 ports (minimum per agreement) in each of 7 cities which enabled the Company to service up to 500 customers in each city. The cost of these portals for the six months ended November 30, 2001 was $nil (2000 - $305,000) and was charged to operations as a general and administrative expense. There was no revenue generated during either year. The Company's head office is in Richmond, BC, Canada. The head office does not conduct any business specifically related to the Internet. Its sole purpose is to provide administration, investor relations services and services relating to being a public company. Included in general and administrative expenses and net loss is $196,054 (2001 - $618,097) relating to such activities. The net loss relating to Internet activities in Canada amounted to $77,008 (2001 - $917,843), the net loss relating to US portal costs was $nil (2001 - $304,605) and the net loss relating to the travel agency in Canada was $nil (2000 - $11,550). Item 2. Management's Discussion and Analysis of Financial Condition and -------- ------------------------------------------------------------------- Results of Operations ----------------------- Forward Looking Statements ---------------------------- This report contains forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may", "foresee", and similar expressions are intended to identify forward-looking statements. The following discussion and analysis should be read in conjunction with the our Financial Statements and the Notes thereto and other financial information included elsewhere in this report which contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this report. OVERVIEW Through our portal sites we provide information which we believe is useful to companies, associations and professionals. Portal site web pages are designed specifically for targeted user groups, and we believe they provide friendly, easy to navigate interfaces. Our basic portal sites may be accessed through the Internet at www.theexecutive.com and our new investment portal site www.stock-tracker.net. Other portal sites are customized to the needs of specific Internet subscriber groups (whether by geographic location or entity affiliation) and have different Internet addresses. Information Highway, Inc., a Washington corporation, initially acquired Blue Crow, WorldTel and YesIC Communications, Ltd., of which YesIC was sold pursuant to a share purchase agreement dated April 24, 2001. Then, in February 1999, Information Highway, Inc. engaged in a reverse takeover of Florida Venture Fund, Inc., a Florida corporation. As a result of the reverse takeover, the shareholders of Information Highway, Inc. came to own approximately 95% of the outstanding shares of Florida Venture Fund, Inc. In connection with the reverse takeover, Florida Venture Fund, Inc. changed its name to Information Highway.com, Inc. Information Highway.com, Inc. is now the ultimate parent company whose shares are traded on the OTC bulletin board (symbol: IHWY). Information Highway.com, Inc.'s executive offices are located at 3011 Viking Way, Suite 120, Richmond, British Columbia V6V 1W1, Canada, our telephone number is (604) 278-5996 and our facsimile number is (604) 278-3409. On September 27, 2000 we completed an agreement to purchase Pavlik Travel Services Ltd., a retail travel agency, located in a suburb of Vancouver, British Columbia, Canada. On February 28, 2001, we subsequently sold Pavlik to SMR Investments Ltd. for CDN$125,000 whereby SMR paid CDN$85,921.77 to pay a bank loan, with the balance of CDN$39,078.23 paid to us. On April 24, 2001 we completed a share purchase agreement through which we disposed of all the assets, liabilities and shares of our wholly-owned subsidiary, YesIC Communications, Ltd., a Toronto-based ISP, to a private Ontario corporation. BUSINESS DEVELOPMENT --------------------- Information Highway.com was incorporated in Florida in December 1988 as Florida Venture Fund, Inc. Florida Venture Fund had not conducted any business prior to February, 1999, when it engaged in a reverse takeover with Information Highway, Inc., a Washington corporation. Information Highway, Inc. was formed in October, 1996. It began to build the basis for the current business of the Company by undertaking the following acquisitions: - YesIC Communications, Inc., acquired in February, 1997; - World Tel Internet (Toronto) Ltd., acquired in February, 1997; and - Blue Crow Internet Company, Ltd., acquired in December, 1996. In a reverse takeover, the shareholders of an acquired company generally end up owning all or most of the resulting combined company. The reverse takeover of Florida Venture Fund, Inc. by Information Highway, Inc. was conducted pursuant to an Agreement and Plan of Reorganization entered into on February 17, 1999 and closed on February 23, 1999 between Florida Venture Fund, Inc., Information Highway, Inc. and certain shareholders of Information Highway, Inc. Florida Venture Fund, Inc. acquired 3,235,000 common shares of Information Highway, Inc. (out of a total of 5,639,650 issued and outstanding common shares) in exchange for 3,235,000 common shares of Florida Venture Fund, Inc. In connection with the reverse takeover, FloridaVenture Fund, Inc. changed its name to Information Highway.com, Inc. It is our intention to complete the exchange of shares of Information Highway.com common stock for the remaining and outstanding common shares of Information Highway, Inc. on a one for one basis. As of May 11, 2000 (date of exchange offering closing), 2,359,650 of the remaining 2,404,650 Information Highway, Inc. shares had been exchanged for the same number of Information Highway.com shares. Information Highway.com has allotted 33,000 shares in anticipation of the remaining shares of Information Highway, Inc. being exchanged in the future. As part of the Agreement and Plan of Reorganization, Information Highway.com caused 1,659,833 of its 1,979,500 common shares that were issued and outstanding, prior to the closing, to be cancelled and assumed the obligations of Information Highway, Inc. to issue common shares pursuant to warrants and stock options issued by Information Highway, Inc. Information Highway, Inc. paid $100,000 to the controlling shareholder of Information Highway.com to effect the Agreement and Plan of Reorganization including the cancellation of 1,659,833 shares. In total, to January 10, 2000, approximately 99% of Information Highway, Inc. shares had been exchanged. Information Highway.com has allotted 33,000 shares in anticipation of the remaining shares being exchanged. As part of the Agreement and Plan of Reorganization, Information Highway.com caused 1,659,833 of its 1,979,500 common shares that were issued and outstanding prior to the closing to be cancelled and assumed the obligations of Information Highway, Inc. to issue common shares pursuant to warrants and stock options issued by Information Highway, Inc. Information Highway, Inc. paid $100,000 to the controlling shareholder of Florida Venture Fund, Inc. as a finder's fee and to effect the Agreement and Plan of Reorganization. On April 24, 2001 by way of share purchase agreement, we disposed of YesIC Communications, Ltd., our Toronto-based ISP which was an ISP only, in order to focus on our Vancouver-based center. On September 19, 2001, the Company's wholly-owned subsidiary, Blue Crow Internet Company, Inc., entered into an agreement to sell its dial-up and webhosting customer base to PCNet International Inc. for maximum consideration of Cdn$120,000. The sale was completed on October 1, 2001 and included the bluecrow.com domain name and several pieces of computer equipment. Our Portal Sites Through our portal site compilation of Internet-based services and information, we provide localized and portal content designed to cater to business professionals. Through research, design, programming, co-branding, and licensing, we have compiled Internet services and content in our portal sites that we believe are useful to companies, associations and professionals. Portal site web pages are designed specifically for targeted user groups, and we believe they provide friendly, easy to navigate interfaces. Our two basic portal sites may be accessed through the Internet at www.theexecutive.com and www.stock-tracker.net. Other portal sites are customized to the needs of specific Internet subscriber groups (whether by geographic location or entity affiliation) and have different Internet addresses. The www.theexecutive.com portal site has assembled a functional portal site to enable users to access the information they require immediately. Users will be able to: - Monitor and research the stock market; - Plan and book their next business trip; - Check the local news and weather; - Find a suitable restaurant in their area; - Participate in online forums; - Use of our virtual shopping mall; - Carry out electronic transactions via e-commerce; and - Use our Web-based Internet based Voice Over Internet Protocol service The www.stock-tracker.net portal site has assembled a functional portal site which will be a valuable research tool for investors and brokers. The main features of the site will consist of: - stock profile of feature companies; - stock charts; - quotation service; - view up to date news releases; - order press packages from feature companies; - create a portfolio and track performance of stock. We have committed significant resources to the development of the portal sites. Our portal sites can be customized to function as a dedicated service for dial-up communities, interest groups, associations, and companies, who in turn sell dial-up access to the service to their users, members, associates, or employees. In other words, the portal sites make available Internet comprehensive services such as stock quote systems, travel reservation systems, shopping networks, and chat technologies, and then adds information and directories unique to any given group or organization. In some cases, its networks may even form the backbone of a corporate Intranet. Because of the modular nature of the portal sites' information and service components, we can offer businesses and associations the components that they want as the basis of their customized intranets or executive sites. An initial development and licensing fee, together with monthly maintenance fees, will be charged for the development of a customized portal site. The modular nature of the portal site's information and service components will also facilitate establishing local customized portal sites in those markets where we, or one of our licensees, seek to establish or maintain an ISP presence. We also license portal sites to third parties that want to display their own web pages. Since March 1999, we have licensed our portal site to five partners in the United States. Pursuant to the licenses, we developed private-labeled versions of the portal site for the licensees for their customers throughout Canada and the United States. The licensees paid an initial set up fee and pay a monthly maintenance fee. Each licensee also shares with us the advertising and e-commerce revenues generated from the portals. In April 1999, we also licensed a Spanish version of our portal site to an ISP in Mexico City, Mexico which we have since discontinued. Wireless Internet We plan on developing high-speed wireless Internet service with our partnership with AirStream Communications, Inc. whereby we will supply the Internet service such as email, web hosting, e-commerce and AirStream will supply the wireless point of presence (POPs) to locations where high-speed service such as DSL and cable is not available. FACTORS AFFECTING ONGOING OPERATIONS In our effort to rapidly expand infrastructure and network services and develop the portal site, we have suffered net losses each quarter to November 30, 2001. At November 30, 2001, our accumulated deficit was $8,178,213 and our working capital deficit was $2,600,078. We expect to incur substantial operating losses, net losses and negative operating cash flow for the near term. PROGRESS REPORT FROM SEPTEMBER 1, 2001 TO JANUARY 18, 2002 On September 19, 2001, the Company's wholly-owned subsidiary, Blue Crow Internet Company, Inc., entered into an agreement to sell its dial-up and webhosting customer base to PCNet International Inc. for maximum consideration of Cdn$120,000. The sale was completed on October 1, 2001 and included the bluecrow.com domain name and several pieces of computer equipment. REVENUES Revenues are not presented in the current financial period as we are in a development phase pending the launch of new services. COST OF REVENUES All costs related to revenues are recorded as revenue as recognized. Cost of revenues are not presented in the current financial period as we are in a development phase pending the launch of new services. OTHER OPERATING EXPENSES Operating expenses include compensation, depreciation, rent and telephone costs incurred and are included in general and administrative expenses in the current year. We have recently scaled down our operations in order to reduce overhead through reduction in staffing and amalgamation of offices. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001 AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 2000 The following results of operations do not include the discontinued operations of YesIC Communications Inc. nor of Pavlik Travel Services Ltd. as these subsidiaries were sold during fiscal 2000. In addition, as a result of the sale of Bluecrow Internet Co. Ltd.'s dial-up and webhosting customer base, the results do not include the operations of Bluecrow Internet Co. Ltd. The discontinued loss for Bluecrow for the six months ended November 30, 2001 was ($77,000). The discontinued loss for the six months ended November 30, 2000 from YesIC was ($494,000), for Pavlik Travel was ($12,000) and for Bluecrow was ($80,000). GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for corporate overhead activities and portal business-related activities combined have decreased by $727,000 to $196,000 from $923,000 in 2000. During fiscal 2000 the Company had begun expansion of its ISP business into the United States. The cost for the six months ended November 30, 2001 was $nil compared to $305,000 in 2000 which was charged to operations as a general and administrative expense. General and administrative expenses relating to corporate overhead activities, and not Internet business-related activities, have decreased by $422,000 to $196,000 from $618,000 in 2000. Expenses relating to being an active operating public company including investor relations and financial consulting have been curtailed. Investor relations and consulting decreased by $158,000 to $2,000 as compared to $160,000 in 2000. Expenses relating to being an active operating public company including investor relations and consulting have been curtailed. Interest charges decreased by $130,000 to $77,000 from $207,000 in 2000. The costs in 2000 included penalty interest charges. The Company was incurring penalties pursuant to a Registration Rights Agreement with the debenture holder in the amount of $30,000 per month until a registration statement for selling shareholders was declared effective by the SEC. The Company had been paying these penalties until October 11, 2000 being the date the Registration Statement was declared effective Professional fees decreased by $61,000 to $28,000 from $89,000 in 2000. The costs in 2000 related to a number of security issuances and regulatory matters and legal costs incurred in deferring a claim against the Company. DEPRECIATION AND AMORTIZATION EXPENSES Depreciation and amortization expense has been allocated to cost of revenues, marketing and sales, general and administrative, and product development based on the use of each capital asset. Approximately 60% of capital assets was used in cost of revenues, 15% in marketing and sales, 10% in general and administrative and 15% in product development. Depreciation and amortization of capital assets decreased by $32,000 to $50,000 as compared to $82,000 in 2000. We anticipate entering into operating and capital leases for any network equipment and software in the future to minimize capital expenditures. NET LOSS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001 AS COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 2000 Through our portal site compilation of Internet-based services and information, we provide localized and portal content designed to cater to business professionals. During fiscal 2000 the Company had begun expansion of its ISP business into the United States. The cost for the six months ended November 30, 2001 for this US expansion was $nil compared to $305,000 in 2000 which was charged to operations as a general and administrative expense. No revenues were generated in the US market in either year. Up until April 24, 2000, we operated in Vancouver, British Columbia and Toronto, Ontario. Thereafter, until October 1, 2001, we operated solely in Vancouver, British Columbia. Since October 1, 2001 we have limited our activities to the operation of a public company. Discontinuing unprofitable Canadian operations has improved our net loss situation by $509,000 from ($586,000) in 2000 to ($77,000) in 2001. Our head office is in Richmond, BC, Canada. The head office does not conduct any business specifically related to the Internet. Its sole purpose is to provide administration, investor relations services and services relating to being a public company. General and administrative expenses relating to corporate overhead activities, and not Internet business-related activities, have decreased by $422,000 to $196,000 from $618,000 in 2000. Expenses relating to being an active operating public company including investor relations and consulting have been curtailed. LIQUIDITY AND FINANCIAL RESOURCES AT NOVEMBER 30, 2001 We have historically satisfied our capital needs by borrowing from affiliates in the short-term and by issuing equity securities and entering into capital leases. During 2001 we financed our operations by receiving financial support from companies affiliated with our president in the amount of $123,000. These amounts are unsecured, non-interest bearing and due on demand. In addition, we received $4,000 net positive cash from sales of computer equipment and $14,000 was the positive foreign currency translation adjustment. During 2001 we invested these funds as follows: 1. $92,000 of these funds were spent on operating activities as discussed above under Results of Operations. 2. $57,000 of these funds went toward a bank loan and capital lease obligations. Overall, our cash position has decreased by $8,000 from negative $2,000 to negative $10,000. We had a working capital deficit, as at November 30, 2001, of ($2,600,078), and will require additional funds to finance our ongoing operating activities for the foreseeable future and will need some funds for capital expenditures. We plan to manage our payables balances and satisfy our operating and capital needs partially by generating cash (although at a shortfall) through our operating activities and partially through issuing equity securities. We will require additional financing in order to carry out our business plan as proposed. Our capital requirements may vary based upon: the timing and success of our roll out and as a result of regulatory, technological and competitive developments; demand for our services or our anticipated cash flow from operations is less or more than expected; our development plans or projections changing or proving to be inaccurate; our engaging in any acquisitions; or accelerating deployment of our network services or otherwise altering the schedule or targets of our roll out plan. Management plans to raise additional equity financing from new investors through a private placement. The offering will be a best efforts, no minimum, offering consisting of 1,081,701 units at $0.15 per unit to raise proceeds of $162,255 of which $46,500 has been raised to date. The remaining balance of the proceeds are secured by promissory notes which are presently being converted into common shares. Each unit will consist of one share and one warrant to purchase one additional share at $0.20 per share for a period of one year from date of issuance. We have not achieved profitable operations since our inception and have suffered mounting losses of $8,178,213 to November 30, 2001. PART II Other Information Item 1. Legal Proceedings -------- ------------------ None Item 2. Changes in Securities -------- ----------------------- Refer to Notes to Financial statements attached hereto. Item 3. Defaults upon Senior Securities -------- ---------------------------------- None Item 4. Submissions of Matters to a Vote of Security Holders -------- ------------------------------------------------------------ None Item 5. Other Information -------- ------------------ None Item 6. Exhibits and Reports on Form 8-K -------- ------------------------------------- None Signature --------- In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated: January 18, 2001 INFORMATION HIGHWAY.COM, INC. By: /s/ John G. Robertson ----------------------------------------- John G. Robertson, President (Principal Executive Officer) By: /s/ James Vandeberg ----------------------------------------- James Vandeberg, Chief Financial Officer (Principal Financial Officer)