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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2003; or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________________
to _____________________.
Commission file Number: 0-25136
SUITE101.COM INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 33-0464753
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(State or other jurisdiction of (I.R.S. employer
incorporation of organization) identification no.)
347 BAY STREET - SUITE 301, TORONTO, ONTARIO, CANADA M5H 2R7
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(Address of principal executive offices, zip code)
416-628-5902
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(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
proceeding 12 months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at July 1, 2003
----------------------- ----------------------------
COMMON STOCK, PAR VALUE 14,086,687
$.001 PER SHARE
Transitional Small Business Disclosure Format
YES [ ] NO [X]
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SUITE101.COM, INC.
QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements 3
Consolidated Balance Sheets - June 30, 2003 and
December 31, 2002 3
Consolidated Statements of Operations - Six and Three-Month
Periods Ended June 30, 2003 and June 30, 2002 4
Consolidated Statements of Operations - Six-Month
Periods Ended June 30, 2003 and June 30, 2002
Consolidated Statements of Cash Flows - Six-Month
Periods Ended June 30, 2003 and June 30, 2002 5
Notes to Consolidated Financial Statements - June 30, 2003
and June 30, 2002 6-11
Item 2. Management's Discussion and Analysis or Plan of Operation 12-19
Item 3 Controls and Procedures 19
PART II OTHER INFORMATION 20
Item 5 Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
2
Part I
Financial Information
Item 1. Financial Statements
SUITE101.COM, INC.
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
JUNE 30, DECEMBER 31,
2003 2002
----------- ------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 2,807,394 $ 3,030,507
Accounts receivable 3,899 22,111
Prepaid expenses 8,419 66,039
Loan receivable (Note 8) 75,000 --
----------- -----------
2,894,712 3,118,657
----------- -----------
INVESTMENTS, at cost (Note 3(c)) -- 1
----------- -----------
TOTAL ASSETS $ 2,894,712 $ 3,118,658
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 23,315 $ 23,401
----------- -----------
TOTAL LIABILITIES 23,315 23,401
----------- -----------
CAPITAL STOCK (Notes 4, 5 and 8)
Authorized:
100,000,000 common shares with a par value of $0.001 each
1,000,000 preferred shares with a par value of $0.01 each
Issued:
14,086,687 common shares 14,087 14,087
ADDITIONAL PAID-IN CAPITAL 10,618,715 10,618,715
DEFICIT (7,761,405) (7,457,504)
EQUITY ADJUSTMENT FROM FOREIGN
CURRENCY TRANSLATION -- (80,041)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 2,871,397 3,095,257
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,894,712 $ 3,118,658
=========== ===========
COMMITMENTS AND SUBSEQUENT EVENTS (NOTES 4 AND 8)
The accompanying notes are an integral part of these
consolidated financial statements.
3
SUITE101.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX-MONTH AND THREE-MONTH PERIODS ENDED
JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- --------------------------
JUNE 30 JUNE 30 JUNE 30 JUNE 30,
2003 2002 2003 2002
---------- ---------- ---------- ----------
ADMINISTRATIVE EXPENSES $ 78,005 $ 75,325 $ 248,316 $ 183,158
---------- ---------- ---------- ----------
LOSS FROM OPERATIONS (78,005) (75,325) (248,316) (183,158)
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSES)
Exchange gain (loss) 1,370 -- (76,415) --
Forfeited deposit -- 45,736 -- 45,736
Other income, net 22 12,817 13,501 24,936
Gain on disposal of subsidiary company 7,329 -- 7,329 --
---------- ---------- ---------- ----------
8,721 58,553 (55,585) 70,672
---------- ---------- ---------- ----------
NET LOSS FROM CONTINUING OPERATIONS (69,284) (16,772) (303,901) (112,486)
LOSS FROM DISCONTINUED
OPERATIONS (NOTE 10) -- (102,412) -- (870,100)
---------- ---------- ---------- ----------
NET LOSS $ (69,284) $ (119,184) $ (303,901) $ (982,586)
========== ========== ========== ==========
INCOME (LOSS) PER SHARE FROM
CONTINUING OPERATIONS $ -- $ -- $ (0.02) $ (0.01)
========== ========== ========== ==========
INCOME (LOSS) PER SHARE
Basic and Diluted $ -- $ (0.01) $ (0.02) $ (0.07)
========== ========== ========== ==========
Weighted average common shares outstanding 14,086,687 13,386,968 14,086,687 13,294,700
========== ========== ========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
4
SUITE101.COM, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
JUNE 30, JUNE 30,
2003 2002
---------- ----------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net loss $ (303,901) $ (982,586)
Adjustment to reconcile net loss to net cash used in operating activities
Stock-based compensation -- 14,034
Gain on disposal of subsidiary company (7,329) --
Amortization -- 17,370
Exchange loss 76,415 --
Changes in operating assets and liabilities
Loan receivable (75,000) --
Accounts receivable 21,161 22,306
Prepaid expenses and deposits 60,615 47,163
Accounts payable and accrued expenses (3,150) (201,195)
---------- ----------
Net cash used in operating activities (231,189) (1,082,908)
---------- ----------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property, plant and equipment -- (2,360)
Proceeds on disposal of property, plant and equipment -- 627
---------- ----------
Net cash used in investing activities -- (1,733)
---------- ----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Proceeds from issuance of common stock and warrants -- 124,089
---------- ----------
Net cash provided by financing activities -- 124,089
---------- ----------
EFFECT OF EXCHANGE RATES ON CASH 8,076 3,207
---------- ----------
NET DECREASE IN CASH (223,113) (957,345)
CASH AT BEGINNING OF PERIOD 3,030,507 4,048,630
---------- ----------
CASH AT END OF PERIOD $2,807,394 $3,091,285
========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
5
SUITE101.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
1. THE COMPANY
Suite101.com Inc. (formerly known as Kinetic Ventures Ltd. (the
"Company")) was incorporated in the State of California, United States
on May 20, 1991, and reincorporated in the State of Delaware, United
States on December 31, 1993. By way of a reverse takeover on December
8, 1998, the Company acquired a wholly-owned subsidiary i5ive
communications inc. ("i5ive"). Until operations ceased on May 31, 2002
(Note 9) i5ive was engaged in the creation, operation and maintenance
of a World Wide Web based community. During the period ended June 30,
2003, the Company disposed of its interest in i5ive to a shareholder
for proceeds of $1.
Going Concern
The accompanying consolidated financial statements have been presented
assuming the Company will continue as a going concern. Based on the
current level of expenditures, the Company has sufficient funds to meet
expenses for at least one year. At June 30, 2003, the Company had
accumulated $7,761,405 in losses and had no material revenue producing
operations. At the date of this report, the Company's ability to
continue as a going concern is dependent upon its ability to raise
additional capital or merge with a revenue producing venture partner.
These matters raise doubt about the Company's ability to continue as a
going concern. No adjustments have been made in the accompanying
consolidated financial statements to provide for this uncertainty.
Basis of Presentation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Endovascular, Inc., a
California corporation and i5ive communications inc., a Canadian
company up to the date of disposition. All intercompany accounts and
transactions have been eliminated in consolidation. As at June 30,
2003, there were no operations in Endovascular, Inc.
2. SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of the Company have been prepared
in accordance with generally accepted accounting principles. Because a
precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period
necessarily involves the use of estimates which have been made using
careful judgment by management.
The consolidated financial statements have, in management's opinion,
been properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies summarized
below:
(a) Property, Plant and Equipment
Property, plant and equipment are capitalized at original cost
and amortized over their estimated useful lives at the following
annual bases and rates:
Computer equipment 30% declining balance
Furniture and fixtures 20% declining balance
Leasehold improvements 20% straight-line
One-half the normal amortization is taken in the year of
acquisition.
6
SUITE101.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Research and Development
Research and development costs had been expensed as incurred.
(c) Foreign Exchange
Unless otherwise stated, all amounts are in United States
dollars. Until operations ceased, the functional currency of
i5ive was the Canadian dollar. As the Company has disposed of
its interest in i5ive, all foreign currency translation
adjustments have been expensed in the current period. All asset
and liability accounts have been translated using the exchange
rate as at June 30, 2003 and December 31, 2002 and all revenues
and expenses have been translated using the average exchange
rate for each period. The rates as at June 30, 2003 and December
31, 2002 were as follows:
(equivalent CDN $ per U.S.$) June 30, 2003 December 31, 2002
------------- -----------------
Exchange rate .7421 .6339
(d) Net Loss Per Common Share
The Company computes its loss per share in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share" ("EPS") issued in February 1997. SFAS No.
128 requires dual presentation of basic EPS and diluted EPS on
the face of the income statement for entities with complex
capital structures. Basic EPS is computed as net income divided
by the weighted average number of common shares outstanding for
the period. Diluted EPS reflects the potential dilution that
could occur from common shares issuable through stock options,
warrants and other convertible securities.
3. RELATED PARTY TRANSACTIONS
(a) The Company has incurred salaries, termination payments and
consulting fees of $ 0 (2002 - $209,372) to three directors of
the Company.
(b) Management fees of $ 0 (2002 - $104,382) have been paid to a
corporation controlled by a director of the Company.
(c) During the prior year, i5ive sold its website assets, as defined
in the sales agreement, to a corporation controlled by a
director of the Company. In consideration for this sale, the
Company received $100 cash and 15% of the issued shares of the
acquiring corporation. In addition, if any of these acquired
assets are sold within one year of the closing date (July 17,
2002), the entire proceeds of that sale are payable to the
Company. As security for this obligation, the acquiring
corporation has issued a promissory note in the amount of
$120,000 to the Company payable on July 17, 2003. This note will
be forgiven by the Company provided the acquiring corporation
has complied with the condition concerning sale of any assets.
The Company has recorded its 15% interest in the acquiring
corporation at $1 because there are no material assets in the
acquiring corporation other then those acquired in this
transaction.
7
SUITE101.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
3. RELATED PARTY TRANSACTIONS (CONTINUED)
d) During the current year, the Company has sold its interest in
i5ive to a director for $1. This transaction was completed as a
requirement of the closing conditions for the GeoGlobal
transaction (Note 8).
4. CAPITAL STOCK
(a) During the year ended December 31, 2000, the Company issued
625,000 warrants as part of the private placement of Notes
payable. Each warrant entitled the holder to purchase one common
share at a price of $5.00 up to July 15, 2002. In the event that
at any time prior to July 15, 2002 (a) the shares of common
stock issuable on exercise of the warrants have been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), and (b) the average of the closing bid and asked prices
for the Company's common stock as quoted on the OTC Bulletin
Board (or such other automated trading system or national
securities exchange as is the principal market for the Company's
common stock) exceeds (U.S.) $9.00 per share for a period of ten
(10) business days, then the warrants will expire at 5:00 PM,
New York City time, on a date sixty (60) days thereafter. During
the second quarter of 2002, the exercise price of these warrants
was changed to $0.52 and the expiry date was changed to July 15,
2003. Subsequent to June 30, 2003, 570,000 of these warrants
were exercised to net the Company $296,400. The remainder
expired unexercised.
(b) During the current period, the authorized share capital was
changed to increase the authorized number of common shares from
40,000,000 to 100,000,000.
5. STOCK OPTIONS
THE COMPANY'S 1998 STOCK INCENTIVE PLAN
In December 1998, the Company adopted the 1998 Stock Incentive Plan
(the "Plan"). Under the Plan, as amended, 3,900,000 shares of common
stock have been reserved for issuance on exercise of options granted
under the Plan.
On the date of the closing of the transaction with i5ive, outstanding
options granted under i5ive's 1998 Stock Incentive Plan were assumed by
the Company under the Plan and no further option grants will be made
under i5ive's Plan. The assumed options have substantially the same
terms, subject to anti-dilution adjustment, as are in effect for grants
made under the Company's Plan.
The Board of Directors of the Company may amend or modify the Plan at
any time, subject to any required stockholder approval. The Plan will
terminate on the earliest of (i) 10 years after the Plan Effective
Date, (ii) the date on which all shares available for issuance under
the Plan have been issued as fully-vested shares or (iii) the
termination of all outstanding options in connection with certain
changes in control or ownership of the Company.
8
SUITE101.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
5. STOCK OPTIONS (CONTINUED)
THE COMPANY'S 1998 STOCK INCENTIVE PLAN (CONTINUED)
The following is a table of stock options under the Plan as at June 30,
2003:
Balance
Option Expiry Vesting Balance Granted Expired (Exp) Balance Exercisable
Exercise Date Date December 31, During Exercised (E) June 30, June 30,
Price (mm/dd/yy) (mm/dd/yy) 2002 the Period Cancelled (C) 2003 2003
--------- ---------- ---------------- ------------ ---------- ------------- -------- -----------
$ 1.50 02/13/03 Vested 60,000 -- 60,000 (Exp) -- --
1.50 06/30/03 Vested 925,110 -- 925,110(Exp) -- --
1.50 02/23/09 Vested 50,000 -- -- 50,000 50,000
1.50 11/13/04 Vested 20,000 -- -- 20,000 20,000
1.50 06/11/09 Vested 5,000 -- -- 5,000 5,000
1.50 06/12/10 Vested 5,000 -- -- 5,000 5,000
0.25 01/04/06 Vested 20,000 -- -- 20,000 20,000
0.17 06/04/11 Vested 5,000 -- -- 5,000 5,000
0.27 02/25/12 50,001-02/25/03 150,000 -- -- 150,000 50,000
50,001-02/25/04
49,998-02/25/05
0.27 02/27/07 16,667-02/27/03 50,000 -- -- 50,000 16,667
16,667-02/27/04
16,666-02/27/05
0.50 06/11/12 06/11/03 5,000 -- -- 5,000 5,000
0.25 11/27/07 01/01/03 300,000 -- -- 300,000 300,000
The above option table reflects the changes made to the expiry dates
and vesting dates as a result of a directors' resolution made during
the prior year.
The above options are granted for services provided to the Company. Of
the above options, the following options are to non-employees and have
been reflected on the financial statements and valued, using the
Black-Scholes model with a risk-free rate of 5% or 3% and no expected
dividends:
Number of Exercise Volatility Expected
Options Price Grant Date Value Assumption Options Life
--------- -------- ---------------- -------- ---------- ------------
100,000 1.50 October 25, 1999 $ 99,750 272% 5 years
50,000 3.56 January 6, 2000 99,635 60% 5 years
4,000 3.53 January 31, 2000 5,120 60% 2 years
100,000 7.00 February 15, 2000 203,970 20% 5 years
20,000 7.88 March 21, 2000 45,922 20% 5 years
100,000 0.25 January 4, 2001 23,390 275% 5 years
13,000 0.25 October 3, 2001 3,041 275% 5 years
50,000 0.25 November 27, 2002 9,160 220% 1 year
9
SUITE101.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
5. STOCK OPTIONS (CONTINUED)
THE COMPANY'S 1998 STOCK INCENTIVE PLAN (CONTINUED)
The remaining options issued were to officers, directors and employees.
As the options were granted at exercise prices based on the market
price of the Company's shares at the dates of the grant, no
compensation cost is recognized. However, under SFAS 123, the impact on
net income and net 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. The fair value of the employees' purchase rights under
SFAS 123 was estimated 5% or 3% using the Black-Scholes model with the
following assumptions used for options: risk-free rate was 5.0%, with
an expected volatility of 279%, 272% 263% and 257% for the $1.50
options, 275% or 220% for the $0.25 and $0.17 options, and 96% for the
$0.27 options, an expected option of 1 to 5 years and no expected
dividends.
If compensation expense had been determined pursuant to SFAS 123, the
Company's net loss and net loss per share for the period ended June 30,
2003 would have been as follows:
Net loss
As reported $(303,901)
Pro forma $(309,102)
Basic net loss per share
As reported $ (0.02)
Pro forma $ (0.02)
6. INCOME TAXES
At June 30, 2003, there were deferred income tax assets resulting
primarily from operating loss carryforwards for U.S. income tax
purposes totaling approximately $3,320,000 less a valuation allowance
of $3,320,000. The valuation allowance on deferred tax assets increased
by $2,648,000 during the period ended June 30, 2003. The Company has
approximately $7,750,000 available in operating loss carryforwards,
which may be carried forward and applied against U.S. operating income.
7. FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments consist of cash, accounts
receivable, loan receivable and accounts payable. It is management's
opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. The
fair value of these financial instruments approximates their carrying
values.
10
SUITE101.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003 AND JUNE 30, 2002
(UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
8. COMMITMENTS
During the current period, the Company signed a letter of agreement
regarding a proposed business transaction. If the transaction is
completed, the Company will purchase 100% of the issued and outstanding
capital stock of GeoGlobal Resources (India) Inc. ("GeoGlobal"). In
consideration, the Company will issue 34 million shares of common stock
and a promissory note of $2.0 million. Of the 34 million shares, 14.5
million will be issued upon closing of the transaction and 14.5 million
shares will be held in escrow until the earlier of: i) the completion
of a Work Programme on a specific oil and gas property owned by
GeoGlobal provided the results in that Programme demonstrate a
commercial basis for drilling and the commencement of a Drilling
Programme or ii) the commencement of a Drilling Programme. An
additional 5 million shares will be held in escrow subject to a
Commercial Discovery on the oil and gas property. Of the $2.0 million
promissory note, $1.0 million will be payable on closing, $500,000 will
be payable June 30, 2003 and $500,000 will be payable June 30, 2004. As
the transaction has not yet been completed as at the balance sheet
date, there has been no advances made on this promissory note and no
liabilities have been incurred to date.
If the transaction is completed, it will be accounted for as a reverse
takeover, whereby the consolidated financial statements are issued
under the name of the Company but described in the notes and elsewhere
as a continuation of GeoGlobal and not the Company.
During the period, the Company made an unsecured loan of $75,000 to
GeoGlobal. The loan is repayable on demand and bears interest at the
prime rate.
9. DISCONTINUED OPERATIONS
On May 31, 2002, the Company discontinued its internet-based
activities. As at June 30, 2003, there were no assets or liabilities of
this discontinued business.
Revenues from discontinued operations are as follows:
JUNE 30, JUNE 30,
2003 2002
---------- ----------
$ -- $ 6,799
========== ==========
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
GENERAL
The following discussion and analysis should be read in conjunction
with, and is qualified in its entirety by, the more detailed information
including our Financial Statements and the Notes thereto included in our Annual
Report on Form 10-KSB for the year ended December 31, 2002. This Quarterly
Report contains forward-looking statements that involve risks and uncertainties.
Our actual results may differ materially from the results discussed in the
forward-looking statements. Factors that may cause or contribute to such
differences include the Risk Factors set forth below as well as the "Risk
Factors" contained in our Annual Report. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act
of 1995" herein.
A COMPARISON OF OUR OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND
THE SIX MONTHS ENDED JUNE 30, 2002
Administrative expenses were $248,316 during the six months ended June
30, 2003 compared with $183,158 during the six months ended June 30, 2002. This
increase was primarily the result of an increase in professional fees and an
increase in stockholder reporting costs.
Our Loss From Operations was $248,316 during the six-month period ended
June 30, 2003 compared with $183,158 during the six-month period ended June 30,
2002. The increase in our Loss From Operations during the six-month period ended
June 30, 2003 compared with the six-month period ended June 30, 2002 was the
result of the increase in our administrative expenses.
Other net expenses were $55,585 during the six-month period ended June
30, 2003 compared to other net income of $70,672 during the six-month period
ended June 30, 2002. Included in other net expenses is income attributable to
interest earned on bank balances, an exchange loss of $76,415 and a gain on the
disposal of our subsidiary of $7,329. During the six-month period ended June 30,
2003, net interest income was $13,501 compared to net interest income of $24,936
during the comparative six-month period ended June 30, 2002. The decrease in the
net interest earned results from lower interest rates earned on lower cash
balances carried through these periods. The exchange loss results from foreign
currency translation adjustments. i5ive communications inc., a former wholly
owned subsidiary of Suite101.com, Inc., was sold on June 26, 2003.
On May 31, 2002, the Company decided to discontinue its internet-based
activities and sought to dispose of its web site assets. During the six months
ended, June 30 2002 our revenue from discontinued operations was $6,799. The
revenue during the six-month period ended June 30, 2002 was primarily
attributable to revenues generated from two service contracts that we entered
into with Barnes&Noble.com to provide introductions for a series of e-books and
to provide proofreading services for the related digitized books. The net loss
during the six months ended June 30, 2002 from discontinued operations was
$870,100.
Our Net Loss was $303,901 during the six-month period ended June 30,
2003 compared with $982,586 during the six-month period ended June 30, 2002. The
decrease in our Net Loss during this
12
six-month period ended June 30, 2003 compared with the six-month period ended
June 30, 2002 was primarily the result of the decrease in the loss from
discontinued operations partially offset by the exchange loss in 2003.
Liquidity and Capital Resources
The report of our independent auditors on their audit of our financial
statements as of December 31, 2002 contains an explanatory paragraph that
describes an uncertainty as to our ability to continue as a going concern due to
our recurring losses. At June 30, 2003, our cash balance was $2,807,394. The
majority of these funds are currently held as U.S funds in our bank accounts
earning interest based on the Canadian prime rate. We believe these cash
resources will be sufficient to meet our ongoing financial commitments through
December 31, 2003. Currently, we have no source of revenues.
During the six months ended June 30, 2003 our cash balances decreased
by $223,113 of which approximately $157,470 represents payments in respect of
professional fees.
In December 2001, we announced that our Board of Directors was engaged
in a review of our activities with a view to the possible redirection of our
operations in an effort to enhance and maximize shareholder values. Thereafter,
in a series of steps conducted through February 2002, we reduced our staff and
revised our monthly compensation arrangements with our Contributing Editors by
terminating the payment of the compensation to Contributing Editors. The changes
we made in our staffing and compensation arrangements we believe were
appropriate in the light of our limited revenues and enhance our ability to
enter into a business combination or other restructuring transaction by reducing
current levels of overhead. We believe that these revised compensation
arrangements are in line with current practices of other Internet communities.
In place of our staff, on February 14, 2002, effective January 31,
2002, we entered into an agreement with Marketeam, a corporation wholly owned by
Douglas Loblaw, our former chief operating officer and, from February 25, 2002,
a Director of our company, to provide continuing management and operating
services, at Marketeam's expense, for the day-to-day operations of the Suite101
Web site, known as Suite101.com. In consideration of the services performed by
Marketeam, we paid Marketeam a fee of $26,000 per month, plus an amount equal to
our receipts from our contracts with BarnesandNoble.com. Our agreement with
Marketeam was terminated by us effective May 31, 2002 and on July 17, 2002, our
subsidiary sold its Website assets to Marketeam. We currently have no
revenue-producing operations.
On April 4, 2003, we announced that we had signed a Stock
Purchase Agreement to acquire all the outstanding capital stock of GeoGlobal
Resources (India) Inc. (GeoGlobal) in exchange for shares of our common stock.
GeoGlobal is a party to a Production Sharing Contract entered into on March 4,
2003, relating to the exploration, development and production of hydrocarbons,
with the Government of India, Gujaiat State Petroleum Corporation Limited
("GSPC") and Jubilant Enpro Limited ("Enpro") with respect to an approximately
457,000 acre area off the east coast of India, designated as Block KG - OSN -
2001/3 under National Exploration Licensing Policy III. Under the Production
Sharing Contract, the Government of India has granted to the parties the right
to engage in
13
oil and natural gas exploration activities on the exploration block for a term
of up to 6.5 years. On August 13, 2003, we announced that we have received the
necessary consent from the Government of India for us to proceed with the
acquisition of all the outstanding capital stock of GeoGlobal. We anticipate
that the remaining closing conditions, which include primarily the delivery of
closing certificates and the continued accuracy as of the closing date of the
parties' representations and warranties, will be met and the transaction
completed shortly.
There can be no assurance that exploratory drilling intended to be
conducted on the exploration block will result in any discovery of hydrocarbons
or that any hydrocarbons as are discovered will be in commercially recoverable
quantities. In addition, the realization of any revenues from commercially
recoverable hydrocarbons is dependent upon the ability to deliver, store and
market any hydrocarbons that are discovered. The presence of hydrocarbon
reserves on contiguous properties is no assurance or necessary indication that
hydrocarbons will be found on Block KG-OSN-2001/3. The block is a highly
speculative exploration opportunity. Pursuing the transaction will involve
material risks to us and will result in material dilution to our stockholders.
On June 26, 2003, we sold the outstanding stock of i5ive, which owned
our remaining website assets, to Marketeam for a consideration of $1.00. The
sale of i5ive was a closing condition to the completion of our acquisition of
the outstanding stock of GeoGlobal Resources (India) Inc.
We may seek to raise additional funds in order to fund the acquisition
of revenue-producing operations. There can be no assurance that any additional
financing will be available on terms favorable to us, or at all. If adequate
funds are not available or not available on acceptable terms, we may not be able
to fund our efforts to redirect our activities. Any such inability could have a
material adverse effect on future success. Additional funds raised through the
issuance of equity or convertible debt securities, will result in reducing the
percentage ownership of our stockholders and, stockholders may experience
additional dilution and such securities may have rights, preferences or
privileges senior to those of the rights of our Common Stock.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this
quarterly report are "forward-looking statements" as defined under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, that involve risks and uncertainties. Forward-looking statements made
herein include, but are not limited to, the statements in this quarterly report
regarding our plans and objectives of management for our future operations,
including plans or objectives relating to the redirection of our business
activities, our efforts to enter into a transaction relating thereto, and our
ability to limit or curtail our current expenses. These statements appear, among
other places, under the following captions: "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition or Plan of Operation".
Forward-looking statements made in this annual report include the assumptions
made by management as to our future business direction and our ability to
redirect our activities. We cannot assure you that our assumptions in this
regard or our views as to the viability of
14
our business plans discussed herein will prove to be accurate. Likewise, we
cannot assure you that we will be successful in acquiring any commercial
activities. We cannot assure you that our transaction with GeoGlobal will be
completed or that any commercially recoverable quantities of hydrocarbon
reserves will be discovered on the exploration block in which GeoGlobal has an
interest. Our ability to realize revenues cannot be assured. If our assumptions
are incorrect or if our plans fail to materialize, we may be unsuccessful in
developing as a viable business enterprise. Under such circumstance your
investment will be in jeopardy. Our inability to meet our goals and objectives
or the consequences to us from adverse developments in general economic or
capital market conditions could have a material adverse effect on us. We caution
you that various risk factors accompany those forward looking statements and are
described, among other places, under the caption "Risk Factors" herein,
beginning below. They are also described in our Annual Report on Form 10-KSB,
our Quarterly Reports on Form 10-QSB, and our Current Reports on Form 8-K. These
risk factors could cause our operating results, financial condition and ability
to fulfill our plans to differ materially from those expressed in any
forward-looking statements made in this annual report and could adversely affect
our financial condition and our ability to pursue our business strategy and
plans.
RISK FACTORS
An investment in shares of our Common Stock involves a high degree of
risk. You should consider the following factors, in addition to the other
information contained in this quarterly report, in evaluating our business and
proposed activities before you purchase any shares of our common stock. You
should also see the "Cautionary Statement for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1996" regarding
risks and uncertainties relating to us and to forward looking statements in this
quarterly report.
No Material Operations or Revenues. We have no current material operations or
source of revenue. We will, in all likelihood, sustain continuing operating
expenses maintaining our current activities and seeking to enter into a
transaction without corresponding revenues at least until the consummation of a
business acquisition. This can be expected to result in us incurring ongoing net
operating losses and an outflow of our cash that could continue until we can
consummate a business acquisition. There can be no assurance that we can
identify a suitable business opportunity and consummate a business acquisition
or that any transaction we consummate will be on favorable terms or result in
profitable operations. We are unable to predict when any such transaction may be
completed.
Risks Relating to Proposed GeoGlobal Transaction. As described above, on April
4, 2003 we entered into a Stock Purchase Agreement with Jean Paul Roy and
GeoGlobal to purchase all of the outstanding shares of GeoGlobal. On August 13,
2003, we announced that we have received the necessary consent from the
Government of India for us to proceed with the acquisition of all the
outstanding capital stock of GeoGlobal. We anticipate that the remaining closing
conditions, which include primarily the delivery of closing certificates and the
continued accuracy as of the closing date of the parties' representations and
warranties, will be met and the transaction completed shortly. There can be no
assurance that all the conditions to the closing of the agreement to acquire
GeoGlobal can or will be met and that the transaction will be consummated.
15
Pursuing the transaction will involve material risks to our company and
its stockholders and will result in material dilution to our stockholders.
There can be no assurance that exploratory drilling intended to be
conducted on the exploration block will result in any discovery of hydrocarbons
or that any hydrocarbons as are discovered will be in commercially recoverable
quantities. In addition, the realization of any revenues from commercially
recoverable hydrocarbons is dependent upon the ability to deliver, store and
market any hydrocarbons that are discovered. The presence of hydrocarbon
reserves on contiguous properties is no assurance or necessary indication that
hydrocarbons will be found on Block KG-OSN-2001/3. The block is a highly
speculative exploration opportunity. Pursuing the transaction will involve
material risks to us and will result in material dilution to our stockholders.
Possible Future Dilution As A Result Of Business Transaction. Our business plan
is based upon effectuating a business acquisition or other transaction. Any such
acquisition transaction may and the GeoGlobal transaction will result in us
issuing securities as part of the transaction. The issuance of previously
authorized and un-issued common shares will result in substantial dilution to
our existing stockholders which could possibly result in a change in control or
management of our company. There can be no assurance that an acquisition can be
completed. In the event the transaction with GeoGlobal is completed, our
stockholders, prior to the closing of the transaction, will experience material
dilution in their interests.
Issuance Of Additional Shares. Our corporation is currently authorized to issue,
on action of our Board of Directors, up to 100,000,000 shares of Common Stock
and 1,000,000 shares of Preferred Stock, of which, as of July 1, 2003,
14,086,687 shares of Common Stock are issued and outstanding and no shares of
Preferred Stock are outstanding. The 85,913,313 shares of Common Stock and
1,000,000 shares of Preferred Stock that are authorized but are not issued or
outstanding are able to be issued by action of our Board of Directors in a
transaction resulting in the redirection of our activities without any
requirement of further action being taken by our stockholders to authorize the
issuance of the shares or to approve the transaction or the redirected business
activities. Any additional issuances of any of our securities will not require
the approval of our stockholders and may have the effect of further diluting the
equity interest of stockholders.
Possible Need to Raise Additional Capital. Any transaction we enter into
involving the redirection of our activities may require that we raise additional
capital which may also involve the issuance of shares of our Common Stock and be
dilutive to our existing stockholders.
In the event the transaction with GeoGlobal is completed, under the
terms of the transaction and as part of the purchase price, we will make cash
payments of $1,500,000 to Jean Paul Roy. These payments will reduce materially
our cash resources. These payments are in consideration of the purchase of the
outstanding stock of GeoGlobal and are not recoverable if GeoGlobal's
exploration activities are unsuccessful and no commercially recoverable reserves
of hydrocarbons are discovered on the exploration block.
Our agreement with JPR and GeoGlobal provides that, subject to Board of
Directors' approval, promptly subsequent to the closing a transaction with Mr.
Roy and GeoGlobal, we intend to make an offering of shares of our Common Stock
not registered under the U.S. Securities Act of 1933, as
16
amended, with the amount of shares offered intended to raise a minimum of $4.0
million. The intended purpose of the offering is to raise additional working
capital. The securities intended to be offered will not be and have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act. There can be no assurance that we will be
successful in selling these shares or that such transaction will not result in
further material dilution to our stockholders.
No Requirement of Stockholder Approval. Any transaction we enter into in
redirecting our business activities may be structured on terms whereby the
approval of our existing stockholders is not required which would result in our
existing stockholders being unable to vote in favor of or against the
transaction and the redirection of our business activities. The completion of
our transaction with GeoGlobal will not require the approval of our
stockholders.
Any Business We May Possibly Acquire May Never Become Profitable. There can be
no assurance that we will enter into an acquisition with or acquire an interest
in a business having a significant or successful operating history. Any such
business may have a history of losses, limited or no potential for earnings,
limited assets, negative net worth or other characteristics that are indicative
of development stage companies. There can be no assurance that after any
acquisition of a business that the business will be operated so as to develop
significant revenues and cash flow and become profitable. At present, GeoGlobal
has no material operations and its sole material asset is its rights under the
Production Sharing Contract.
Management May Not Devote a Sufficient Amount of Time to Seeking a Target
Business. While seeking a business acquisition, our officers and Directors
devote only a portion of their time to pursuing these activities. As a result,
we may expend a considerable period of time identifying and negotiating with an
acquisition candidate. This extended period of time may result in continuing
losses to us and an outflow of our cash.
Dependence On Part-Time Management. Currently, we have no fulltime employees.
Our officers and Directors devote only a portion of their time to our
activities. It is our intention to continue to limit our employees until such
time as we find a suitable business opportunity or we complete the acquisition
of another business. Therefore, the day-to-day operations of any company or
business that is acquired by us will have to be performed by outside management
or management of the acquired company. We cannot assure investors that we will
be able to obtain experienced and able outside management to run any company or
business that we may acquire.
Continued Control by Existing Management. Our Directors retain significant
control over our present and future activities and our stockholders and
investors may be unable to meaningfully influence the course of our actions. Our
existing management is able to control substantially all matters requiring
stockholder approval, including nomination and election of directors and
approval or rejection of significant corporate transactions. Any transaction we
engage in resulting in a redirection of our business activities may be
structured so as to not require the approval of our stockholders and,
accordingly, our stockholders may have no opportunity to vote on or influence
the redirection of our activities. Although management has no intention of
engaging in such activities, there is also a risk that the existing management
will be viewed as pursuing an agenda which is beneficial to themselves at the
expense of other stockholders.
17
In the event the transaction with JPR and GeoGlobal is completed, our
company will experience a change in control.
There Is No Assurance Of An Active Public Market For Our Common Stock And The
Price Of Our Common Stock May Be Volatile. Given the relatively minimal public
float and trading activity in our securities, the price of our shares may be
volatile. There can be no assurance that there will be an active and liquid
market for our shares. Since the shares do not qualify to trade on any exchange
or on NASDAQ, if they do actually trade, the only available market will continue
to be through the OTC Bulletin Board or in the "pink sheets". It is possible
that no active public market with significant liquidity will ever develop. Thus,
investors run the risk that investors may never be able to sell their shares.
Accordingly, although quotations for shares of our Common Stock have
been, and continue to be, published on the OTC Bulletin Board and the "pink
sheets" published by the National Quotation Bureau, Inc., these quotations, in
the light of our operating history, continuing losses and financial condition,
are not necessarily indicative of our value. Such quotations are inter-dealer
prices, without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.
In addition, the stock market in general has experienced extreme price
and volume fluctuations which have affected the market price for many companies
which have been unrelated to the operating performance of these companies. These
market fluctuations, as well as general economic, political and market
conditions, may have a material adverse effect on the market price of our Common
Stock.
In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such companies. Such litigation, if instituted, and
irrespective of the outcome of such litigation, could result in substantial
costs and a diversion of management's attention and resources and have a
material adverse effect on our business, results of operations and financial
condition.
Possible Government Regulation. Although we are subject to the periodic
reporting requirements under the Securities Exchange Act of 1934, as amended,
and file annual, quarterly and other reports, management believes it will not be
subject to regulation under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), since it will not be engaged in the business of
investing or trading in securities. If we engage in a business acquisition which
results in us holding passive investment interests in a number of entities, we
could become subject to regulation under the Investment Company Act. If so, we
would be required to register as an investment company and could be expected to
incur significant registration and compliance costs. We have obtained no formal
determination from the Securities and Exchange Commission (the "SEC" or
"Commission") or any opinion of counsel as to our status under the Investment
Company Act. A violation of the Act could subject us to material adverse
consequences.
Our Shares Are Subject To Penny Stock Reform Act Of 1990. Our securities are
subject to certain rules and regulations promulgated by the Commission pursuant
to the U.S. Securities Enforcement Remedies and Penny Stock Reform Act of 1990
(the "Penny Stock Rules"). Such rules and regulations impose strict sales
practice requirements on broker-dealers who sell such securities to persons
other than
18
established customers and certain "accredited investors." For transactions
covered by the Penny Stock Rules, a broker-dealer must make a special
suitability determination for the purchaser and must have received the
purchaser's written consent for the transaction prior to sale. Consequently,
such rule may affect the ability of broker-dealers to sell our securities and
may affect investors' abilities to sell any shares they acquire.
The Penny Stock Rules generally define a "penny stock" to be any
security not listed on an exchange or not authorized for quotation on the Nasdaq
Stock Market and has a market price (as defined by the rules) less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transactions by broker-dealers involving a penny stock
(unless exempt), the rules require delivery, prior to a transaction in a penny
stock, of a risk disclosure document relating to the market for penny stocks.
Disclosure is also required to be made about compensation payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements are required to be sent disclosing
recent price information for the penny stocks.
Control by Directors, Executive Officers, and Principal Stockholders. As of July
1, 2003, our Directors, executive officers, and stockholders who own
beneficially 5% or more of our Common Stock, and their respective affiliates, in
the aggregate, beneficially owned (including shares that the he or she has the
right to acquire the beneficial ownership within 60 days following July 1, 2003)
approximately 2,508,403 shares or 17.28% of our outstanding Common Stock. As a
result, these stockholders possess significant influence over us, giving them
the ability, among other things, to elect a majority of our Board of Directors
and approve significant corporate transactions. Such share ownership and control
may also have the effect of delaying or preventing a change in control of us,
impeding a merger, consolidation, takeover or other business combination
involving us, or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us which could have a material adverse
effect on the market price of our Common Stock.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of the Company's
management, including Mitchell G. Blumberg, its President and Chief Executive
Officer, and Brent L. Peters, its Chief Financial Officer, the Company has
evaluated our disclosure controls and procedures as of the end of the period
covered by this report, and, based on their evaluation, Mr. Blumberg and Mr.
Peters have concluded that these controls and procedures are effective. There
were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
Disclosure controls and procedures are the Company's controls and other
procedures that are designed to ensure that information required to be disclosed
by it in the reports that it files or submits under the Exchange Act are
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the Company's management, including Mr. Blumberg and Mr. Peters, as
appropriate to allow timely decisions regarding required disclosure.
19
PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
GeoGlobal Stock Purchase Agreement. Pursuant to a Stock Purchase Agreement dated
April 4, 2003 among us, Jean Paul Roy ("JPR") and GeoGlobal Resources (India)
Inc. ("GeoGlobal"), the Company agreed to acquire all the shares of GeoGlobal.
This transaction was previously disclosed in Item 5. Other Information of our
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003. The
closing of the transaction is to occur on the third business day following the
date on which all conditions to the parties' obligations under the Stock
Purchase Agreement are met, but in no event later than 120 days after the date
of submission of the application for consent of the Government of India to the
transaction as required by the terms of the contract entered into by GeoGlobal
with the Government of India, GSPC and Enpro. In April 2003, parties had
submitted an application to the Government of India for its consent to the sale
of the stock of GeoGlobal to us. On August 13, 2003, we announced that we have
received the necessary consent from the Government of India for us to proceed
with the acquisition of all the outstanding capital stock of GeoGlobal. We
anticipate that the remaining closing conditions, which include primarily the
delivery of closing certificates and the continued accuracy as of the closing
date of the parties' representations and warranties, will be met and the
transaction completed shortly.
There can be no assurance that exploratory drilling intended to be
conducted on the exploration block will result in any discovery of hydrocarbons
or that any hydrocarbons as are discovered will be in commercially recoverable
quantities. In addition, the realization of any revenues from commercially
recoverable hydrocarbons is dependent upon the ability to deliver, store and
market any hydrocarbons that are discovered. The presence of hydrocarbon
reserves on contiguous properties is no assurance or necessary indication that
hydrocarbons will be found on Block KG-OSN-2001/3. The block is a highly
speculative exploration opportunity. Pursuing the transaction will involve
material risks to us and will result in material dilution to our stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification of President and Chief Executive Officer
Pursuant to Rule 13a-14(a)
31.2 Certification of Chief Financial Officer Pursuant to Rule
13a-14(a)
32.1 Certification of President and Chief Executive Officer
Pursuant to Section 1350 (furnished, not filed)
32.2 Certification of Chief Financial Officer Pursuant to
Section 1350 (furnished, not filed)
(b) Reports on Form 8-K
During the quarter ended June 30, 2003, we filed a Current
Reports on Form 8-K as follows:
April 4, 2003 Item 7
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUITE101.COM, INC.
-----------------
(Registrant)
Date: August 14, 2003 /s/ Mitchell G. Blumberg
------------------------
Mitchell G. Blumberg
President and Chief Executive Officer
(Principal Executive Officer, and Director)
/s/ Brent Peters
----------------
Brent J. Peters
(Principal Financial and Accounting Officer)
21