U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2001
Commission file number: 000-26047
EMAILTHATPAYS.COM, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 65-0609891
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
428 West Sixth Avenue
Vancouver, British Columbia V5Y1L2
(Address of Principal Executive Offices)
(604) 801-5566
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
X Yes No
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: May 1, 2001: 8,723,093 shares of
common stock, $.005 par value per share.
EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
FORM 10-QSB
QUARTERLY PERIOD ENDED MARCH 31, 2001
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets
as of March 31, 2001 (Unaudited) and December 31, 2000...............3
Consolidated Statements of Operations and Deficit (Unaudited)
For the Three Months Ended March 31, 2001 and March 31, 2000 ........4
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2001 and March 31, 2000 ........5
Notes to Unaudited Consolidated Financial Statements .......................6-8
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations ...........................................9-11
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings .................................................11
Item 2 - Changes in Securities and Use of Proceeds...........................11
Item 3 - Defaults Upon Senior Securities.....................................11
Item 4 - Submission of Matters to a Vote of Security Holders ................11
Item 5 - Other Transactions..................................................11
Item 6 - Exhibits and Reports on Form 8-K ...................................11
Signatures ..................................................................12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
emailthatpays.com, Inc.
Consolidated Balance Sheets (unaudited)
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March 31, December 31,
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2001 2000
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Assets
Current assets:
Cash $ - $ -
Accounts receivable 92,160 74,932
Prepaid expenses 54,827 55,224
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146,987 130,516
Property and equipment, less accumulated depreciation 147,021 150,951
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$ 294,008 $ 281,107
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Liabilities and Stockholders' Deficit
Current liabilities:
Bank indebtedness $ 93,088 $ 8,479
Accounts payable and accrued liabilities 194,833 229,106
Accrued salaries 19,285 19,285
Loans payable - current portion 152,567 139,741
Lease obligation - current portion 5,548 5,242
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465,321 401,853
Loans payable 88,166 102,508
Note payable 50,000 50,000
Lease obligation 13,808 16,373
Due to related parties 245,562 60,020
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Total liabilities 862,857 630,754
Stockholders' deficit:
Common stock 44,615 44,615
Additional paid-in capital 3,532,957 3,532,957
Deficit (3,308,373) (3,008,038)
Deferred stock-based compensation (842,750) (900,200)
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment 4,702 (18,981)
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Total stockholders' deficit (568,849) (349,647)
---------------------------------------------------------------------------------------------------------------
$ 294,008 $ 281,107
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See accompanying notes to unaudited financial statements.
3
emailthatpays.com, Inc.
Consolidated Statements of Operations and Deficit (unaudited)
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Three Months Ended March 31,
----------------------------------------------------------------------------------------------
2001 2000
----------------------------------------------------------------------------------------------
Revenue $ 231,611 $ 232,925
Cost of revenue (188,894) (187,164)
----------------------------------------------------------------------------------------------
Gross profit 42,717 45,761
Operating expenses:
Depreciation 16,670 14,131
Salaries and fringe benefits 184,965 260,969
Stock-based compensation 57,450 57,450
Legal and accounting 14,873 23,922
Consulting fees and computer services 33,426 50,652
Phones and utilities 4,784 11,343
Rent 7,187 24,286
Advertising and promotion 1,789 26,808
Other selling, general and administrative 14,772 77,432
----------------------------------------------------------------------------------------------
335,916 546,993
----------------------------------------------------------------------------------------------
Loss from operations (293,199) (501,232)
Other income (expenses):
Interest income - 24
Interest expense (7,136) (9,023)
----------------------------------------------------------------------------------------------
(7,136) (8,999)
----------------------------------------------------------------------------------------------
Net loss (300,335) (510,231)
Deficit, beginning of period (3,008,038) (1,372,793)
----------------------------------------------------------------------------------------------
Deficit, end of period $ (3,308,373) $ (1,883,024)
----------------------------------------------------------------------------------------------
Net loss per common share, basic and diluted (0.03) (0.06)
Weighted average common shares outstanding,
basic and diluted (8,723,093) (8,506,663)
See accompanying notes to unaudited financial statements.
4
emailthatpays.com, Inc.
Consolidated Statements of Cash Flows (unaudited)
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Three Months Ended March 31,
---------------------------------------------------------------------------------------------------------------
2001 2000
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Cash provided by (used in):
Operations:
Net loss $ (300,335) $ (510,231)
Items not involving cash:
Depreciation 16,670 14,131
Stock-based compensation 57,450 57,450
Foreign exchange on subsidiary operations 23,683 456
Loss on disposal of equipment - 768
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (17,228) 51,271
Decrease (increase) in prepaid expenses 397 (6,798)
Increase (decrease) in accounts payable and accrued liabilities (34,273) (111,512)
---------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (253,636) (504,465)
Cash flows used in investing activities:
Purchase of property and equipment (12,740) (34,967)
Proceeds from disposal of equipment - 2,411
---------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (12,740) (32,556)
Cash flows from financing activities:
Increase (decrease) in loans payable (3,775) (94,880)
Increase (decrease) in advances from related parties 185,542 (146,804)
Proceeds from bank indebtedness 84,609 -
Issue of share capital - 1,265,000
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Net cash provided by financing activities 266,376 1,023,316
---------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash 0 486,295
Cash, beginning of period 0 121,609
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Cash, end of period $ 0 $ 607,904
---------------------------------------------------------------------------------------------------------------
Supplementary information:
Interest paid 7,136 9,023
Income taxes paid 0 0
See accompanying notes to unaudited financial statements.
5
EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001
1. The Company and description of business:
emailthatpays.com, Inc. (the "Company") is incorporated in the state of Florida
and is a "permission-based" e-mail marketing and integrated advertising
strategies service. The Company's services include the design, delivery,
tracking, and analysis of targeted "one-to-one" e-mail campaigns, customized
loyalty programs, comprehensive list management/brokerage packages and the
creation, integration and execution of both online and traditional advertising
strategies.
On October 22, 1999, the Company, then named Realm Production and Entertainment,
Inc. ("Realm"), a public company listed on the over-the-counter bulletin board
in the United States, issued 6,572,000 shares of its common stock in connection
with the merger of a wholly owned subsidiary of Realm with and into
emailthatpays.com ("email Nevada"), a company incorporated in the state of
Nevada. This transaction was accounted for as a recapitalization of email
Nevada, effectively as if email Nevada had issued common shares for
consideration equal to the net monetary assets of Realm. On October 27, 1999
Realm changed its name to tvtravel.com, Inc. and subsequently on December 21,
1999 to emailthatpays.com, Inc.
The Company's historical financial statements reflect the financial position,
results of operations and cash flows of email Nevada since its inception and
include the operations of Realm from the date of the effective recapitalization,
being October 22, 1999. Stockholders' equity gives effect to the shares issued
to the stockholders of email Nevada prior to October 22, 1999 and of the Company
thereafter.
email Nevada (formerly Hotel Media Group Inc.) was incorporated on June 26,
1998. In August 1999, it acquired 100% of Coastal Media Group Ltd ("Coastal"), a
full-service advertising agency founded in May 1998. A common group of
shareholders controlled both Coastal and email Nevada. For accounting purposes,
the transaction was considered to be an acquisition by Coastal for consideration
equal to the net assets and liabilities of email Nevada. Accordingly, the assets
and liabilities of email Nevada have been recorded at their carrying values in
the Company's accounts.
2. Liquidity and future operations:
The Company has sustained net losses and negative cash flows from operations
since its inception. At March 31, 2001, the Company has negative working capital
of $318,334. The Company's ability to meet its obligations in the ordinary
course of business is dependent upon its ability to establish profitable
operations or to obtain additional funding through public or private equity
financing, collaborative or other arrangements with corporate sources, or other
sources. Management is seeking to increase revenues through continued marketing
of its services; however additional funding will be required.
Management is working to obtain sufficient working capital from external sources
in order to continue operations. There is however no assurance that the
aforementioned events, including the receipt of additional funding, will occur
and be successful.
6
EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001
3. Basis of Presentation:
The unaudited consolidated financial statements of the Company at March 31, 2001
and for the three month period then ended include the accounts of the Company
and its wholly-owned subsidiaries and reflect all adjustments (consisting only
of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the financial position and operating
results for the interim periods. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in these interim
statements under the rules and regulations of the Securities and Exchange
Commission ("SEC"). Accounting policies used in fiscal 2001 are consistent with
those used in fiscal 2000. The results of operations for the three months ended
March 31, 2001 are not necessarily indicative of the results for the entire
fiscal year ending December 31, 2001. These interim financial statements should
be read in conjunction with the financial statements for the fiscal year ended
December 31, 2000 and the notes thereto included in the Company's Form 10-KSB
filed with the SEC on April 2, 2001.
4. Foreign currency:
The functional currency of the operations of the Company's wholly-owned Canadian
operating subsidiaries is the Canadian dollar. Assets and liabilities measured
in Canadian dollars are translated into United States dollars using exchange
rates in effect at the balance sheets date with revenue and expense transactions
translated using average exchange rates prevailing during the period. Exchange
gains and losses arising on this translation are excluded from the determination
of income and reported as foreign currency translation adjustment (which is
included in the comprehensive income (loss)) in stockholders' equity.
5. Net loss per share:
The Company computes net loss per share in accordance with SFAS No. 128,
Earnings per Share, and SEC Staff Accounting Bulletin ("SAB") No. 98. Under the
provisions of SFAS No. 128 and SAB No. 98, basic loss per share is computed
using the weighted average number of common stock outstanding during the
periods, and gives retroactive effect to the shares issued on the
recapitalization described in note 1. Diluted loss per share is computed using
the weighted average number of common and potentially dilutive common stock
outstanding during the period. As the Company generated net losses in each of
the periods presented, basic and diluted net loss per share are the same as any
exercise of options or warrants would be anti-dilutive.
7
EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001
6. Comprehensive income (loss):
Effective January 1, 1999, the Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income" SFAS No. 130 which establishes standards for
reporting comprehensive income (loss) and its components in financial
statements. Other comprehensive income, as defined, includes all changes in
equity (net assets) during a period from non-owner sources. Comprehensive loss
for each of the periods presented is as follows:
---------------------------------------- ----------- ----------
2001 2000
---------------------------------------- ----------- ----------
Net loss $ 300,335 $ 510,231
Other comprehensive (income) / loss: (23,683) (456)
Foreign currency translation adjustment
---------------------------------------- ----------- ----------
Comprehensive loss $ 276,652 $ 509,775
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8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
This Report includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about us and about our subsidiary companies,
including, among other things:
x development of an e-commerce market;
X our ability to successfully execute our business model;
X our ability to obtain additional funding;
x growth in demand for Internet products and services; and
x adoption of the Internet as an advertising medium.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this Report might not occur.
Results of Operations
For the Three Months Ending March 31, 2001 and 2000
Revenue
We earn revenues by delivering online direct marketing, promotional, and
informational offers and by developing and implementing integrated marketing and
advertising strategies. We charge our advertisers based upon a number of
criteria including offers delivered, qualified leads generated, online
transactions executed and marketing services performed.
Revenue consists of the gross value of our billings to clients and includes the
price of the advertising that we purchase from offline and online suppliers.
Under marketing services contracts, we recognize the cost of the advertising we
purchase for our clients as an expense and the payments we receive from our
clients for this advertising as revenue. Under these arrangements, we are
ultimately responsible for payment to suppliers for the cost of the advertising
that we purchase.
We believe that our revenues will be subject to seasonal fluctuations as a
result of general patterns of retail advertising, which are typically higher
during the second and fourth calendar quarters. In addition, expenditures by
advertisers tend to be cyclical, reflecting overall economic conditions and
consumer buying patterns.
To date, the vast majority of our revenue has been generated from the provision
of integrated marketing and advertising strategies as our email delivery system,
relational database program and Canadian email marketing sales offices were not
fully operational until February 2000. With increased focus, time and
expenditure being directed to these online services, we anticipate proportionate
increases in revenue, both in absolute and percentage terms. However, if these
services do not continue to achieve market acceptance, we cannot assure you that
we will generate business at a sufficient level to support our continued
operations.
9
Total revenue for the three months ending March 31, 2001 was $232,000, an amount
virtually equal to the three months ending March 31, 2000. The current quarter
however, reflects increased billing levels to a smaller number of marketing
services clients.
Cost of revenue
Cost of revenue represents the cost of advertising purchased for clients. Costs
for the three months ending March 31, 2001 are equivalent to costs for the three
months ending March 31, 2000.
Operating Expenses
Since the end of the first quarter of fiscal 2000, we have taken steps to
substantively reduce our ongoing operating costs. These steps include the
completion of the initial development of our relational database and email
delivery system programs, consolidation of our two western Canada offices into
one location, closure of our eastern Canada sales office, controlled use of
professional services and the decision to reduce our internal technological
staff, outsource the maintenance and storage of our technological facilities and
utilize IT professionals on a project-by-project contract basis.
The decrease in salary costs from $261,000 for the three months ending March 31,
2000 to $185,000 for the three months ending March 31, 2001 results from lower
staffing levels generated from the steps noted above. Other operating expenses
also reflect cost reduction strategies with non-compensation costs decreasing by
almost 60%, from $228,000 for the three months ending March 31, 2000 to $93,000
for the three months ending March 31, 2001.
At March 31, 2000, we have recorded aggregate deferred stock-based compensation
totaling $1,149,000 in connection with the granting of stock options to
employees. The deferred compensation is being amortized over the estimated
service life of the employees holding the options. For each of the three months
ending March 31, 2001 and March 31, 2000, we recorded a non-cash compensation
expense of $57,000 related to these options. We expect this level of
amortization to continue over each of the next three quarters.
Liquidity and Capital Resources
We have sustained net losses and negative cash flows from operations since our
inception. At March 31, 2001, we have negative working capital of $318,334. As
of January 31, 2001, we have fully utilized our existing credit facilities.
Advances from a company controlled by a principal stockholder are funding our
current operations. Our ability to meet our current obligations is dependent
upon these advances.
We need to raise funds in order to continue operations and implement our
strategies of client realization and servicing, expansion and maintenance of
products, brand awareness, technological advancement and infrastructure
development. We cannot assure you that additional financing will be available on
terms favorable to us, or at all. If adequate funds are not available on
acceptable terms, our ability to continue operations, implement our strategies,
take advantage of unanticipated opportunities, or otherwise respond to
competitive pressures will be significantly limited.
Net cash used in operating activities was $254,000 and $504,000 for the three
months ending March 31, 2001 and 2000, respectively. Cash used in operations was
primarily the result of the net losses of $300,000 and $510,000, for the three
months ending March 31, 2001 and 2000, respectively.
Net cash used in investing activities was $12,000 and $33,000 for the three
months ending March 31, 2001 and 2000, respectively and relates to purchases of
property and equipment.
Net cash provided by financing activities was $266,000 and $1,023,000 for the
three months ending March 31, 2001 and 2000, respectively. Cash provided by
financing activities for the period ending March 31, 2001 consists of an
increase in bank indebtedness of $81,000 and $185,000 in increased advances from
related parties. Cash provided by financing activities for the three months
ending March 31, 2000 consists of $1,265,000 from the issuance of capital stock;
less repayments of loans totaling $95,000 and a reduction in advances from
related parties of $147,000.
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and 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.
EMAILTHATPAYS.COM, INC.
Dated: May 11, 2001 By: /s/ Daniel Hunter
--------------------------------
Daniel Hunter
Chief Executive Officer
Principal Accounting and
Financial Officer, Director