10QSB 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2000 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission File Number 000-30029 ENCOUNTER.COM INC. ------------------ (Exact name of Small Business Issuer as specified in its charter) Colorado 84-1027606 -------- ---------- (State or other jurisdiction of (IRS Employer incorporation) Identification No.) 6900 Westcliff Drive, Suite 608 Las Vegas, Nevada 89145 ------------------------------- ----- (Address of principal executive offices) Zip Code (702) 360-0066 -------------- (Issuer's telephone number) -------------------------------------------------------------- (Former name, former address and former fiscal year if changed since last report) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 34,068,264 shares of Common Stock as of November 30, 2000. ---------------------------------------------------------- Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] PART I. FINANCIAL INFORMATION Item 1. Financial Statements GENERAL The Company's unaudited consolidated financial statements for the three and six month periods ended November 30, 2000 and 1999 and cumulative from inception of the Development Stage on February 5, 2000 to November 30, 2000 are included with this Form 10-QSB. The unaudited financial statements for the six months ended November 30, 2000 include: (a) Consolidated Balance Sheets as of November 30, 2000 and May 31, 2000; (b) Statements of Operations - Three months and six months ended November 30, 2000 and 1999 and inception of the Development Stage on February 5, 2000 to November 30, 2000; (c) Statements of Stockholders' Deficiency - Inception to November 30, 2000; (d) Statements of Cash flows - Six months ended November 30, 2000 and 1999 and inception of Development Stage on February 5, 2000 to November 30, 2000; (e) Notes to Consolidated Financial Statements. The unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended November 30, 2000 are not necessarily indicative of the results that can be expected for the fiscal year ending May 31, 2001. ENCOUNTER.COM, INC. (A Development Stage Enterprise) CONSOLIDATED FINANCIAL STATEMENTS November 30, 2000 (UNAUDITED) INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors Encounter.com, Inc. We have reviewed the accompanying consolidated balance sheet at November 30, 2000, the consolidated statements of operations for the three month and six month periods ended November 30, 2000 and 1999 and cumulative from inception of the Development Stage on February 5, 2000 to November 30, 2000, the consolidated statement of stockholders' deficiency for the six months ended November 30, 2000 and the consolidated statements of cash flows for the six month periods ended November 30, 2000 and 1999 and cumulative from inception of the Development Stage on February 5, 2000 to November 30, 2000. These consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of financial statements consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the object of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. As described in Note 1, the accompanying consolidated financial statements have been prepared in accordance with the instructions to SEC Form 10-QSB, accordingly the comparative balance sheet presented is for the preceding fiscal period ended May 31, 2000. The financial statements for the period ended May 31, 2000 were audited by us and we expressed an unqualified opinion on them in our report dated August 31, 2000, but we have not performed any auditing procedures since that date. As discussed in Note 2, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. Bellingham, Washington February 7, 2001 CERTIFIED PUBLIC ACCOUNTANTS -------------------------------------------------------------------------- ENCOUNTER.COM, INC. (A Development Stage Enterprise) CONSOLIDATED BALANCE SHEET (Unaudited) -------------------------------------------------------------------------- November 30, May 31, 2000 2000 -------------------------------------------------------------------------- $ $ ASSETS CURRENT Cash - 52,010 Prepaid expenses - 1,539 -------------------------------------------------------------------------- - 53,549 EQUIPMENT AND FURNITURE 18,680 19,228 SECURITY DEPOSITS AND ADVANCES (Note 5) 36,679 3,078 -------------------------------------------------------------------------- 55,359 75,855 ========================================================================== LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Bank indebtedness 3,247 - Accounts payable and accrued liabilities 134,112 43,025 Due to stockholder 100,330 Current portion of note payable 94,573 74,573 -------------------------------------------------------------------------- 332,262 117,598 NOTE PAYABLE - 20,000 -------------------------------------------------------------------------- Total Liabilities 332,262 137,598 -------------------------------------------------------------------------- CONTINGENCY (NOTE 6) -------------------------------------------------------------------------- MINORITY INTEREST (NOTE 3) 1 - -------------------------------------------------------------------------- STOCKHOLDERS' DEFICIENCY Preferred Stock: Authorized: 5,000,000 shares, $1.00 par value Issued and outstanding: Nil Common Stock: Authorized: 50,000,000 shares, $0.001 par value Issued and outstanding November 30, 2000 - 34,068,264 shares May 31, 2000 - 33,968,264 shares 34,068 33,968 ADDITIONAL PAID IN CAPITAL 328,606 106,032 DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (639,578) (201,743) -------------------------------------------------------------------------- (276,904) (61,743) -------------------------------------------------------------------------- 55,359 75,855 ========================================================================== See accompanying Notes to the Consolidated Financial Statements -------------------------------------------------------------------------- ENCOUNTER.COM, INC. (A Development Stage Enterprise) CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Cumulative From Inception Of For the For the Development Three Six Stage on Months Months February 5, Ended Ended 2000 to November November November 30 30 30, 2000 ------------------------------------------------------------------------- 2000 1999 2000 1999 $ $ $ $ $ Revenue - - - - - ------------------------------------------------------------------------- General and Administrative Expenses Management, administrative and shareholder relations 92,833 92,667 181,378 162,667 222,194 Travel and promotion 78,360 2,429 138,570 12,373 197,889 Legal fees 7,480 2,102 30,844 6,029 65,024 Rent 9,692 - 20,895 - 27,000 Communications 6,150 2,841 10,142 4,845 16,325 Audit and accounting 4,000 3,914 6,500 2,025 14,000 Office and sundry 7,637 1,882 11,733 2,972 16,046 Amortization 1,491 - 2,982 - 4,036 Interest 3,167 - 6,004 - 9,787 Software development - - (3,888) - 34,602 Specialized development components - - 35,000 - 35,000 ------------------------------------------------------------------------- 210,810 105,835 440,160 190,911 641,903 ------------------------------------------------------------------------- Net loss, before minority interest (210,810)(105,835) (440,160) (190,911) (641,903) Minority interest 1,262 - 2,325 - 2,325 ------------------------------------------------------------------------- Net Loss (209,548) (105,835) (437,835) (190,911) (639,578) ========================================================================= Basic and Diluted Loss Per Share 0.01 0.01 0.01 0.02 - ------------------------------------------------------------------------- Weighted Average Number of Shares 34,068,264 8,242,066 34,068,264 8,242,066 - ------------------------------------------------------------------------- See accompanying Notes to the Consolidated Financial Statements ENCOUNTER.COM, INC. (A Development Stage Enterprise) CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY (Unaudited) ------------------------------------------------------------------------- Deficit Total During Stock- Additional Develop- holders' Paid-In ment Equity Common Stock Capital Deficit Stage (Deficiency) ----------------------------------------------------------------------------- Number Amount --------------- Balance, May 31, 1998 (Note 4) 162,066 $ 162 $ 622,249 $(616,124) $ - $ 6,287 Issued for cash: $0.01 per share 8,000,000 8,000 72,000 - - 80,000 Issued for cash: $2.50 per share 80,000 80 199,920 - - 200,000 Share issue costs - legal fees - - (5,000) - - (5,000) Net loss-year ended May 31, 1999 - - - - (375,333) (375,333) ----------------------------------------------------------------------------- Balance, May 31, 1999 8,242,066 8,242 889,169 (616,124) (375,333) (94,046) Net loss-June 1, 1999 to February 4, 2000 - - - - (5,954) (5,954) Reorganization Adjustments - - (997,411) 616,124 381,287 - ----------------------------------------------------------------------------- Balance, February 4, 2000 8,242,066 8,242 (108,242) - - (100,000) Issued for technology license and business plan 24,726,198 24,726 (24,726) - - - Issued for cash: $0.25 per share 1,000,000 1,000 249,000 - - 250,000 Share issue costs- finder's fee (10,000) - - (10,000) Net loss- February 5, 2000 to May 31, 2000 (201,743) (201,743) ----------------------------------------------------------------------------- Balance, May 31, 2000 33,968,264 33,968 106,032 - (201,743) (61,743) Issued for cash: $0.25 per share 100,000 100 24,900 - - 25,000 Excess of proceeds on sale of subsidiary company stock over book value (Note 3) - - 197,674 - - 197,674 Net loss - six months ended November 30, 2000 (437,835) (437,835) ----------------------------------------------------------------------------- Balance, November 30, 2000 34,068,264 $34,068 $ 328,606 $ - $(639,578) $(276,904) ============================================================================= See accompanying Notes to the Consolidated Financial Statements ENCOUNTER.COM, INC. (A Development Stage Enterprise) CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) --------------------------------------------------------------------- Cumulative from Inception of Development For the Six Stage on Months Ended February 5, 2000 November 30, to November 30, 2000 --------------------------------------------------------------------- 2000 1999 CASH PROVIDED BY (USED IN): $ $ $ OPERATING ACTIVITIES Net loss for the Period (437,835) (190,911) (639,578) Item not requiring outlay of cash Amortization 2,982 - 4,036 Changes in operating assets and liabilities Prepaid expenses 1,539 - - Accounts payable and accrued liabilities 91,087 (658) 134,112 Due to stockholder and related parties 100,330 192,787 100,330 --------------------------------------------------------------------- Net cash - operating Activities (241,897) 1,218 (401,100) INVESTING ACTIVITIES Additions to equipment and furniture (2,434) - (22,716) Security deposits (33,601) - (3,078) --------------------------------------------------------------------- (36,035) - (59,395) --------------------------------------------------------------------- FINANCING ACTIVITIES Common stock subscribed 25,000 - 275,000 Reduction in note payable - - (5,427) Stock offering costs - - (10,000) Minority interest in Subsidiary 197,675 - 197,675 --------------------------------------------------------------------- 222,675 - 457,248 --------------------------------------------------------------------- (DECREASE) INCREASE IN CASH (55,257) 1,218 (3,247) CASH (BANK INDEBTEDNESS), BEGINNING OF PERIOD 52,010 (12) - (BANK INDEBTEDNESS) CASH, END OF PERIOD (3,247) 1,206 (3,247) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest 6,004 - 9,787 Cash paid for income Taxes - - - SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES Note payable issued in settlement of related party accounts payable - - 100,000 See accompanying Notes to the Consolidated Financial Statements -------------------------------------------------------------------------- ENCOUNTER.COM, INC. (A Development Stage Enterprise) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS November 30, 2000 (Unaudited) -------------------------------------------------------------------------- Note 1 - Basis of Presentation These unaudited financial statements have been prepared in accordance with the instructions to SEC Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-KSB for the year ended May 31, 2000. In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of these unaudited consolidated financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the three-month period ended November 30, 2000 are not necessarily indicative of the results that can be expected for the year ended May 31, 2001. Note 2 - Going Concern These financial statements have been prepared on the basis that the Company will continue as a going concern. The Company has incurred operating losses since its organization and has a working capital deficiency of $332,262 at November 30, 2000. Management intends to raise additional equity financing to finance the Company's operations and any acquisitions. However, there can be no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. Such limitations could have a material adverse effect on the Company's business, financial condition or operations and these financial statements do not include any adjustments that could result therefrom. Note 3 - Sale of Common Stock by Subsidiary The Company's subsidiary Cybercastingcorp.com ("Cybercastingcorp") issued 400,000 shares of its capital stock by private placement sale at a price of $0.50 per share in the first and second quarters, for proceeds of $200,000. Cybercastingcorp was 100% owned prior to the above sale with the Company holding all 34,000,000 shares issued and outstanding. The effect of the private placement was to reduce the Company's equity percentage to approximately 99% at November 30, 2000. The book value of the Company's investment in Cybercastingcorp is nominal only. The proceeds of $200,000 received from the non- controlling shareholders of Cybercastingcorp has been recognized as Additional Paid In Capital ($197,674) to the extent of the excess of the proceeds received over the amount initially recorded as minority interest ($2,326). The Company has not recognized a gain on this transaction as Cybercastingcorp is a development stage company and realization is not assured. As a result of an operating loss for the period, the minority interest in Cybercastingcorp has been reduced to a nominal $1 at November 30, 2000. -------------------------------------------------------------------------- ENCOUNTER.COM, INC. (A Development Stage Enterprise) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS November 30, 2000 (Unaudited) -------------------------------------------------------------------------- Note 4 - Common Stock Common Stock Issued to May 31, 1998 The issued common stock was subject to reverse splits on a 500:1 basis in fiscal 1998, and a 20:1 basis in fiscal 1999. The number of shares outstanding and the amounts recorded for common stock and additional paid in capital have been restated retroactively to inception to effect these reverse splits. Warrants to Number Acquire Additional of Common Subscription Paid-In Shares Amount shares Receivable Capital Balance at inception, June 4, 1986 - $ - $ - $ - $ - Issued for cash $0.001 - $0.05 per share 195 69,350 $0.10 per share 500 1 100 499,999 Issued for services $0.001 per share 185 1,850 Issued for distribution Rights $0.001 per share 140 - Share issue costs (135,418) ----------------------------------------------------------------------------- Balance, May 31, 1987 1,020 1 100 - 435,781 Issued for cash $0.02 per share 10 2,000 ----------------------------------------------------------------------------- Balance, May 31, 1988 1,030 1 100 - 437,781 Warrants expired in year (100) 100 ----------------------------------------------------------------------------- Balance, May 31, 1989 and 1990 1,030 1 - - 437,881 Issued for services $0.002 per share 1,518 2 28,472 ----------------------------------------------------------------------------- Balance, May 31, 1991 2,548 3 - - 466,353 Issued for services $0.002 per share 652 1 12,582 ----------------------------------------------------------------------------- Balance, May 31, 1992 3,200 4 - 478,935 Issued in settlement of Liabilities 1,366 1 (2,407) 6,378 ----------------------------------------------------------------------------- Balance, May 31, 1993 4,566 5 - (2,407) 485,313 Subscription settled - - 2,407 (2,407) ----------------------------------------------------------------------------- Balance, May 31, 1994, 1995, 1996 and 1997 4,566 5 - - 482,906 Issued for cash $0.05 per share 157,500 157 157,343 Share issue costs - legal fees paid (18,000) ----------------------------------------------------------------------------- Balance, May 31, 1998 162,066 $162 $ - $ - $ 622,249 ============================================================================= ----------------------------------------------------------------------------- ENCOUNTER.COM, INC. (A Development Stage Enterprise) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS November 30, 2000 (Unaudited) ----------------------------------------------------------------------------- Note 5 - Security Deposits and Advances Advances totalling $33,601 were made during the period to an Internet Service Provider with which the Company is negotiating a marger. The advance is not refundable in the event the transaction is not completed. Note 6 - Contingency The Company in the year ended May 31, 1999 advanced $40,333 under a Letter of Intent to acquire 100% of the shares of SA Interactive Information Technology, Inc. ("Interactive"), a private British Columbia, Canada corporation. The Letter of Intent also required the Company to issue 9,000,000 common shares, advance a further $140,000, raise a total of $2,500,000 in financing within 18 months of closing, and issue options to the vendors of the private company to acquire 750,000 shares at a price of $0.20 per share exercisable within 2 years of closing. The proposed acquisition, which was not proceeded with, was intended to provide the Company with an entry into the field of voice personals, upon which to develop an Internet presence. Interactive and its shareholder filed a Statement of Claim in the Supreme Court of British Columbia (Canada) on April 23, 1999 against the Company, and certain companies and individuals related to the Company at the time. The claim pertains to the termination of the proposed acquisition of Interactive, and the continued development of businesses by the Company in the same or similar fields as Interactive. The Plaintiff seeks various injunctions restricting the Company from competing against Interactive, damages for breach of contract and breach of fiduciary duty, punitive damages and interest. The Company filed a Statement of Defense on November 12, 1999 responding that the actions of the Plaintiff in attempting to renegotiate the terms of the Letter of Intent abrogated all agreements between them, and that the Company has no fiduciary duties to the Plaintiff and that the Plaintiff has no exclusive rights to the businesses being developed by the Company. There have been no filings with the Court following the Statements of Defense filed by the Company on November 12, 1999 and the other defendants on November 17, 1999. No motions have been calendered and no hearings have been set. The Company intends to continue to defend itself vigorously against this action. The probable outcome of this action is not determinable at this time. The Company is also continuing with its action against the plaintiffs above for return of the funds advanced ($40,333) towards the proposed acquisition. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations --------------------------------------------------------------------- GENERAL --------------------------------------------------------------------- The following discussion should be read in conjunction with the Company's consolidated financial statements (including the notes thereto), included elsewhere herein. This document contains forward-looking statements and information that are based on the beliefs of management as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "plans", "estimate" and "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. For a more detailed description of these risks and factors, please see the Company's additional filings with the Securities and Exchange Commission. OVERVIEW The Company is developing products and services for marketing to small and medium-sized businesses that provide them "e-commerce capability". These products and services represent an "out- sourcing" option for customers to develop and maintain an Internet solution in the most efficient manner. Anticipated products include Internet access, colocation space rental and wireless broadband Internet access. Professional services include project evaluation and design consulting. Managed services include day-to-day, round-the-clock management and maintenance of customers' Internet network operations. These services include load balancing, data backup, multi-homing, caching, clustering, server rental, security, and systems monitoring. The Company's strategy is to sell the aforementioned products and services under long-term contracts, thereby creating annuity income and gaining control of the customer. Further, the Company believes that key infrastructure components necessary to deliver Internet proficiency, such as bandwidth availability and colocation facilities, are trending toward an "over-supply" condition, resulting in dramatic decreases in selling prices. This trend has created an opportunity for the Company to obtain strategic partner agreements with owners of colocation facilities, whereby the Company can sell Internet access and managed services within the facility and earn a commission on the sale of colocation rental space. These agreements eliminate the need to employ risk capital in infrastructure investment while at the same time allowing control of the recurring revenue stream. RESULTS OF OPERATIONS Second Quarter ended November 30, 2000, versus Second Quarter ended November 30, 1999 There has been no revenue since inception, February 5, 2000, through November 30, 2000. The Company anticipates initial revenues will occur in February 2001. A net loss of $209,548 resulted in the quarter ended November 30, 2000, compared to a net loss of $105,835 in the quarter ended November 30, 1999. Major costs in the quarter ended November 30, 2000, were administrative expenses $92,833, and travel and promotion $78,360. Expenses incurred in the three months ended November 30, 1999, are not comparable because they apply to a business discontinued prior to the reverse merger on February 4, 2000. The Company's working capital deficiency increased from $64,049 as of May 31, 2000, to $332,262 as of November 30, 2000. The $268,213 increase in working capital deficiency resulted primarily from a net loss in the six-month period ended November 30, 2000, of $437,835 and the reclassification of $20,000 long term debt to a current liability, offset by proceeds from the sale of a minority interest in a subsidiary of $200,000. The Company has made no payments on a note payable to 574125 B.C. Ltd. At November 30, 2000, the current debt on that note payable was $94,573.20, plus accrued interest, $40,000 of which is now past due. LIQUIDITY AND CAPITAL RESOURCES The Company's Business Plan anticipates opening six markets in 2001 each year through 2003. Funding required to execute the Plan is $1.2 million beginning February 1, 2001, but could increase substantially due to unknown factors. The Company, through a self-underwriting, had placed 400,000 shares of its subsidiary, CyberCastingCorp.com, Inc.'s capital stock for proceeds of $200,000 as of November 30, 2000. The Company has formed a second subsidiary, CybAirCorp, to conduct its e-commerce solutions business and anticipates funding this business initially through a private placement of its Common Stock. There is no assurance that such offerings, if any, will be successful. PART II - OTHER INFORMATION Item 1. Legal Proceedings There have been no material new developments concerning any legal proceedings involving the Company during the time period for this report. Item 2. Changes in Securities and Use of Proceeds The Company issued a total of 100,000 shares of the Company's common stock during the period from June 1, 2000 to November 30, 2000, the period covered by this report. Of the shares issued, all 100,000 were issued at a price of $0.25 to one accredited investor pursuant to Rule 504 of Regulation D of the 1933 Act. The shares issued to the investor were "restricted" securities", as defined by the 1933 Act. No commissions paid. Item 3. Defaults Upon Senior Securities: None Item 4. Submission of Matters to a Vote of Security Holders: None Item 5. Other Information: None Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: Financial Data Schedule (b) Reports on Form 8-K: None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ENCOUNTER.COM INC. Date: February 15, 2001 /s/ Dennis J. Hinton By:_______________________ Dennis J. Hinton President