part 4Since its incorporation, the Corporation has not paid any dividends on its Common Shares and it is not
contemplated that the Corporation will pay any dividends on its Common Shares in the immediate or
foreseeable future.
USE OF PROCEEDS
The net proceeds realized by the Corporation through the sale of the Special Warrants will be
approximately $6,570,000 after deducting: (i) the cash commission of $750,000 which was paid by the
Corporation to the Agent in connection with the sale of the Special Warrants; (ii) fees of $90,000 paid by the
Corporation to the Agent as reimbursement for their legal and other expenses in connection with the sale of
the Special Warrants; and (iii) other offering expenses of the Corporation estimated to be $90,000.
The Corporation has used or intends to use the net proceeds of the private placement of Special
Warrants in the approximate aggregate amount of $6,570,000 as follows:
Nature of Expense
Approximate
Amount
Development of e-commerce Web site $ 1,200,000
Marketing and Sales Expenses $ 1,000,000
General Working Capital Expenses $ 4,370,000
Total: $ 6,570,000
The Corporation has no present understandings, commitments or agreements with respect to any such
investments or acquisitions, and there is no assurance that any such opportunities will become available on
terms acceptable to the Corporation. The Corporation’s actual use of such proceeds will vary depending on
the Corporation’s operating and capital needs from time to time. Pending the uses described above, the
Corporation intends to invest the net proceeds in short-term, interest bearing, investment grade securities.
RISK FACTORS
The following is a description of the risk factors with respect to the Corporation.
Early Stage Company. The Corporation is in the early stages of its operations and therefore is
subject to the risks associated with early stage companies, including uncertainty of revenues, uncertainty of
markets and profitability, and the need to raise additional financing.
Uncertainty of Revenues and Profitability. The Corporation has not earned profits to date, and
there is no assurance that it will earn profits in the future, or that profitability, if achieved, will be sustained.
A significant portion of the Corporation’s financial resources have been, and will continue to be, directed to
the development of the WiredMerchant.com Web site and marketing activities. The success of the
Corporation will ultimately depend on its ability to generate positive revenue from its operations, such that the
business development and marketing activities may be financed by revenues from operations instead of
external financing. The development and marketing of Internet services requires significant financial
resources, and there is no assurance that future revenues will be sufficient to generate the funds required to
continue the Corporation's business development and marketing activities.
Market Uncertainty and Internet Dependence. Market demand for the services of the
Corporation is substantially dependent upon the adoption of the Internet network for commerce. The adoptionഊ37
of the Internet for commence and communications, particularly by those individuals and enterprises which
have historically relied upon alternative means of commerce and communication, generally requires the
acceptance of a new way of conducting business and exchanging information. Use of the Internet by
consumers is at a relatively early stage of development, and market acceptance of the Internet as a medium
for commerce is subject to a high level of uncertainty. The Corporation’s future success will require the
development and widespread acceptance of the Internet as a medium for commerce. There can be no
assurance that the Internet will be a successful commerce channel. The Internet may not prove to be a viable
commercial marketplace because of inadequate development of the necessary infrastructure, such as reliable
network backbones, or complementary services, such as high speed modems and security procedures for
financial transactions. The viability of the Internet or its viability for commerce may prove uncertain due to
delays in the development and adoption of new standards and protocols to handle increased levels of Internet
activity or due to increased government regulation or taxation. If use of the Internet does not continue to
grow, or if the necessary Internet structure or complementary services are not developed to effectively
support growth that may occur, the Corporation’s business could be materially adversely affected. In addition,
the nature of the Internet as an electronic marketplace may render it inherently more competitive than
conventional commerce formats.
Limited Scope of Products. Most of the sales of the Corporation will be derived from a relatively
limited scope of products and such products are expected to account for a substantial portion of the
Corporation's revenues in the near term. A reduction or loss of demand for the limited scope of products
offered by the Corporation will have a material adverse effect on their business.
Intense Competition. The computer hardware distribution industry is intensely competitive. Several
of these competitors are significantly larger and have substantially greater financial, technical, personnel,
marketing and other resources than the Corporation and may have more established reputations for success.
The Corporation expects competition to persist, intensify and increase in the future. Almost all of the
Corporation's current and potential competitors have longer operating histories, greater name recognition and
significantly greater financial, technical and marketing resources than the Corporation. Such competition
could materially adversely affect the Corporation's business, operating results or financial condition.
Currency Risks. The online competitors of the Corporation exist in Canada, the United States and
other markets. Currently Canadian online suppliers enjoy a pricing advantage over United States competitors
selling into Canada, as well as with respect to sales that the Corporation can make into other markets by
charging prices in Canadian dollars. Fluctuations in the exchange rate and the value of the Canadian dollar
relative to the United States dollar can reduce or eliminate this pricing advantage.
Limited Insurance Coverage. The Corporation carries general liability insurance, but there can be
no assurance that the Corporation’s insurance will be sufficient to cover all potential liabilities arising from
legal actions against the Corporation. Therefore, any imposition of liability or legal defense costs not covered
by the Corporation’s insurance or in excess of such insurance coverage could have a material adverse effect
on the business, financial condition and operating results of the Corporation.
Inability to Adapt Software. The Corporation uses both internally developed and third party
software in its online business. The inability to modify software, procure and implement additional software
licenses, or acquire and install additional hardware as may be required to accommodate increased traffic on
its Web site or increased volumes through its ordering and transaction processing systems may cause
unanticipated system disruptions, slower response times, impaired quality and speed of order fulfilment,
degradation in customer service and delays in reporting accurate financial information. Any of these events
could have a material adverse effect on the business, financial condition and operating results of the
Corporation.
Sales Tax Issues. The Corporation currently collects federal sales taxes (i.e.: GST or HST) on all
sales made with shipments to addresses in Canada and, additionally, collects Ontario retail sales tax for all
sales made with shipments to addresses in the province of Ontario. The Corporation’s does not collect local
taxes on shipments made into other provinces of Canada, to the United States or into other markets. Taxഊ38
authorities in a number of jurisdictions are reviewing the appropriate tax treatment of companies engaged in
Internet retailing with respect to the assessment and collections of sales taxes. The failure of the Corporation
to qualify for any exemption of these taxes could subject the Corporation to taxes and penalties, which could
have a material adverse effect on the business, financial condition and operating results of the Corporation.
Domain Name Protection. The Corporation currently uses the Web domain name
"WiredMerchant.com". The acquisition and maintenance of domain names generally is regulated by
governmental agencies and their designees. For example, in the United States, the National Science
Foundation has appointed Network Solutions, Inc. as the currently exclusive registrar for the ".com", ".net"
and ".org" generic top level domains. The regulation of domain names in the United States and in foreign
countries is expected to change in the near future. Such changes in the United States are expected to include
a transition from the current system to a system which is controlled by a non-profit corporation and the
creation of additional top level domains. Requirements for holding domain names will also be affected. As
a result, there can be no assurance that the Corporation will be able to acquire or maintain relevant domain
names in all countries in which it conducts business. Furthermore, the relationship between regulations
governing domain names and laws protecting trademarks and similar proprietary rights is unclear. The
Corporation, therefore, may be unable to prevent third parties from acquiring domain names that are similar
to, infringe upon or otherwise decrease the value of its trademarks and other proprietary rights. Any such
inability could have a material adverse effect on the Corporation’s business.
Rapid Technological Change. The computer hardware industry generally is susceptible to
significant technological advances and the introduction of new products and services utilizing new
technologies. The Internet and the e-commerce industries are characterized by rapid technological change,
changes in use and customer requirements and preferences, frequent new product and service introductions
embodying new technologies and the emergence of new industry standards and practices that could render
the Corporation’s Web site and products obsolete. The Corporation’s success will depend, in part, on its
ability to license leading that address the increasingly sophisticated and varied needs of its existing and
prospective customers and respond to technological advances in emerging industry standards and practices
on a cost effective and timely basis. There can be no assurance that the Corporation will successfully
implement new technologies or adapt its Web site, transaction processing systems , or products to customer
requirements or emerging industry standards. If the Corporation is unable, for technical, legal, financial or
other reasons, to adapt in a timely manner and respond to changing market conditions or customer
requirements, the Corporation’s business could be materially adversely affected.
Government and Other Regulation. E-commerce is new and rapidly changing, and federal and
provincial regulation relating to the Internet and e-commerce is evolving. Currently, there are few laws or
regulations directly applicable to access to or e-commerce on the Internet. Due to the increasing popularity
of the Internet, it is possible that laws and regulations may be enacted with respect to the Internet, covering
issues such as user privacy, pricing, taxation, content and quality of products and services. The adoption of
such laws or regulations could reduce the rate of growth of the Internet, which could potentially have a
material adverse effect of the Corporation’s business.
Security and Preservation of Systems from Harm. Despite the implementation of network security
measures by the Corporation, it is potentially vulnerable to computer break-ins and similar disruptive problems
caused by its customers or others. Consumer concern over Internet security has been, and could continue
to be, a barrier to commercial activities requiring consumers to send their credit card information over the
Internet. Computer viruses, break-ins or other security problems could lead to misappropriation of proprietary
information and interruptions, delays or cessation in service to the Corporation’s customers. Moreover, until
more comprehensive security technologies are developed, the security and privacy concerns of existing and
potential customers may inhibit the growth of the Internet as a medium for commerce.
The Corporation’s operations are dependent on its ability to maintain its computer and
telecommunications equipment in effective working order and to protect its systems against damage from fire,
natural disaster, power loss, telecommunications failure or similar events. In addition, the growth of the
Corporation’s customer base may strain or exceed the capacity of its computer and telecommunicationsഊ39
systems and lead to degradations in performance or systems failure. While the Corporation continually
reviews and seeks to upgrade its technical infrastructure and provides for certain system redundancies and
back-up power to limit the likelihood of systems overload or failure, any damage, failure or delay that causes
interruptions in the Corporation’s operations could have a material adverse effect on the Corporation’s
business.
Direct Distribution. Any decision by computer hardware manufacturers to distribute their products
directly to end-users through their own sales forces, instead of through distribution intermediaries such as the
WiredMerchant.com, could have a material adverse effect on the Corporation.
Risks Associated With Product Returns; Products Defects. Consistent with industry practice, the
Corporation allows customers to return products to the Corporation for return to the manufacturer for
warranty repair or replacement or credit. Although the Corporation believes it has established allowances
that are adequate, there is no assurance that such product returns will not exceed such allowances in the
future and as a result will not have a material adverse effect on future operating results. If any of the
products distributed by the Corporation prove defective, the Corporation may be required to refund the price
of or replace those specific products or all such products previously distributed. Replacement or recall of
such products may cause the Corporation to incur significant expenses, disrupt sales and adversely affect the
reputation of the Corporation and its products, any one or a combination of which could have a material
adverse effect on financial performance of the Corporation.
Industry Conditions. Distributors, resellers and OEMs in the microcomputer industry currently face
a number of potentially adverse business conditions, including pricing pressures, evolving distribution channels,
market consolidation and a potential decline in the rate of growth in sales of microcomputers. Heightened
price competition among various hardware manufacturers has resulted in reduced per unit revenue and
declining gross profit margins for many microcomputer resellers. As a result of the intense price competition
within the industry, the Corporation may experience continued pressure on its gross profit and operating
margins. The Corporation's inability to compete successfully on the pricing of products sold, or a decline in
its gross margins due to competition, could have a material adverse effect on the operating and financial
results of the Corporation.
Dependence on Manufacturers' Authorizations. Authorization as an OEM or distributor may be
required before the Corporation may sell certain manufacturers' products. There is no assurance that the
Storage Business will become an authorized OEM or distributor for any manufacturer. In addition, there is
no assurance that any terms offered to the Corporation, including pricing terms and product availability, will
not adversely change in the future.
Dependence on Key Personnel. Although the Corporation has experienced senior management and
personnel is substantially dependent upon the services of a few key personnel, particularly Donald R.
Sanderson, Timothy T. Sjoholm and Christopher J. Hobbs. The loss of the services of any of these individuals
could have a material adverse effect on the business of the Corporation. The Corporation does not have key
man insurance on the lives of any of these personnel due to the prohibitive cost of such insurance.
Future Financing Requirements. The Corporation may require additional financing. The ability
of the Corporation to arrange such financing in the future will depend in part upon the prevailing capital
market conditions, as well as the business performance of the Corporation. There can be no assurance that
the Corporation will be successful in its efforts to arrange additional financing on terms satisfactory to the
Corporation. If additional financing is raised by the issuance of shares from treasury of the Corporation,
control of the Corporation may change and shareholders may suffer additional dilution. If adequate funds are
not available, or are not available on acceptable terms, the Corporation may not be able to take advantage
of opportunities, develop new products or otherwise respond to competitive pressures and remain in business.
Absence of a Public Market; Possible Volatility of Share Price. There is currently no public
market for the Common Shares and there can be no assurance that an active public market for the Common
Shares will develop or be sustained. If a market for the Common Shares develops, factors such asഊ40
announcements of quarterly variations in operating results, technological innovations or new events by
competitors of the Corporation, as well as market conditions in the computer industry, may have a significant
impact on the market price of the Common Shares. The stock market has from time to time experienced
extreme price and volume fluctuations, particularly in the computer sector, which have often been unrelated
to the operating performance of particular companies.
Growth Related Risks. The Corporation may be subject to growth-related risks, including capacity
constraints and pressure on their internal systems and controls. The Corporation's ability to manage its growth
effectively will require it to continue to implement and improve its operational and financial systems and to
expand, train and manage its employee base. The inability of the Corporation to deal with this growth could
have a material adverse impact on its business, operations and prospects.
Dilution. The offering price of $0.75 per Special Warrant exceeds the net tangible book value of
the Common Shares as at March 31, 2000 after giving effect to the issue of Common Shares and Warrants
upon exercise of the Special Warrants by $0.38, which represents a dilution of 51%. See "Dilution".
DILUTION
The offering price of $0.75 per Special Warrant exceeds the net tangible book value of the Common
Shares as at March 31, 2000 after giving effect to the issue of Common Shares and Warrants upon exercise
of the Special Warrants by $0.38, which represents a dilution of 51%.
Per Special Warrant
Offering Price $0.75
Net tangible book value before the Special Warrant offering $(0.05)
Increase in net tangible book value attributable to the Special Warrant offering $0.42
Net tangible book value after giving effect to the Special Warrant offering $0.37
Dilution per Common Share $0.38
Percentage dilution in relation to the offering price of the Special Warrants 51%
PROMOTERS
EcomPark may be considered to be the promoter of the Corporation in that it took the initiative in
substantially reorganizing the business of the Corporation. See "History of the Corporation".
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except as described under the heading "History of the Corporation" and as described below, there
are no material interests, direct or indirect, of directors, senior officers, any shareholder who beneficially
owns, directly or indirectly, more than 10% of the outstanding Common Shares or any known associate or
affiliates of such persons, in any transaction within the last three years or in any proposed transaction which
has materially affected or would materially affect the Corporation.
John A. McMahon and Christopher J. Hobbs , Directors and Officers of the Corporation, are also
officers of EcomPark, the principal shareholder and promoter of the Corporation.
John A. McMahon, a Director of the Corporation, was a consultant to the Agent from September
1996 to December 31, 1999. Mr. McMahon invested $100,000 in Yorkton Holdings Limited, the parent
corporation of the Agent, in April 1998, which investment was repaid without interest in December 1999. See
"Plan of Distribution".ഊ41
Douglas M. Stuve, a Director of the Corporation, is also a partner with Burstall Ward, Barristers &
Solicitors. Burstall Ward receives fees from the Corporation for services rendered to the Corporation,
including legal fees with respect to the offering of the Special Warrants and the preparation of this
Prospectus.
EcomPark
The principal shareholder and promoter of the Corporation, EcomPark, has had several business
dealings with the Agent.
As mentioned above, John A. McMahon, the Chairman of EcomPark, was a consultant to the Agent
from September 1996 to December 31, 1999. Two employees of EcomPark provided services to the Agent
during the course of their employment with EcomPark, requiring approximately 30% of their time in the period
from August/September 1999 to March 31, 2000. During this time, these employees were compensated by
the Agent in the aggregate amount not exceeding $22,500. The Agent subleased a portion of its leased
premises located at BCE Place, Toronto, Ontario and provided use of certain office equipment to EcomPark
in the period June 19, 1999 to May 8, 2000 for which the Agent was paid an aggregate of $4,500 per month
by EcomPark.
The Agent has acted as underwriter or as agent in respect of several offerings of securities by
EcomPark as follows:
(i) the private placement of 11,574,000 special warrants of EcomPark, 10,804,000 of which
were sold on April 14, 1997 and 770,000 of which were sold June 27, 1997, at a price of
$0.25 per special warrant. Each special warrant was exercised to acquire one unit of
EcomPark, each unit consisting of 1.1 common shares and one common share purchase
warrant, with each warrant entitling the holder thereof to purchase one common share at a
price of $0.30 per share until April 14, 1998. EcomPark paid a commission of $258,500 to
the Agent for its services as a registered dealer. In addition, EcomPark granted to the Agent
a non-assignable compensation warrant, which was exercised to acquire for no additional
consideration non-assignable compensation options to purchase up to an aggregate of
1,034,000 units of EcomPark at a price of $0.25 per unit on April 14, 1998. These
compensation options were not exercised by the Agent prior to their expiry;
(ii) the initial public offering on September 18, 1997 of 3,200,000 units at a price of $0.25 per
unit, each unit consisting of one common share and one common share purchase warrant,
with each warrant entitling the holder thereof to purchase one common share at a price of
$0.40 per share until September 18, 1999. The Agent was paid a commission of $80,000 and
an administration fee of $10,000 for its services as a registered dealer. In addition, the Agent
was granted a non-assignable option to purchase up to 320,000 units at a price of $0.25 per
unit on or before September 18, 1999. This option was exercised by the Agent on April 27,
1999;
(iii) the private placement of 2,920,000 units of EcomPark issued on March 5, 1999 at a price of
$0.10 per unit, each unit consisting of one common share and one common share purchase
warrant, with each warrant entitling the holder thereof to acquire one common share at a
price of $0.15 per share until March 5, 2001. The Agent was paid a commission of 92,000
units for its services as a registered dealer;
(iv) the private placement of 2,500,000 units of EcomPark issued on April 6, 1999 at a price of
$0.40 per unit, each unit consisting of one common share and one common share purchase
warrant, with each warrant entitling the holder thereof to acquire one common share at a
price of $0.50 per share until April 6, 2001. The Agent was paid a commission of 250,000
units for its services as a registered dealer;ഊ42
(v) the private placement of 2,500,000 units of EcomPark issued on April 21, 1999 at a price of
$0.55 per unit, each unit consisting of one common share and one common share purchase
warrant, with each warrant entitling the holder thereof to acquire one common share at a
price of $0.61 per share until April 21, 2001. The Agent was paid a commission of 250,000
units for its services as a registered dealer. The Agent was also granted an option to acquire
250,000 units at a price of $0.55 per unit until April 21, 2001;
(vi) the private placement of 10,000,000 special warrants of EcomPark at a price of $1.00 per
special warrant on April 30, 1999. The Agent was paid a commission of $850,000, equal to
8.5% of the gross proceeds of such special warrants, and a compensation warrant
exercisable for no additional consideration to acquire compensation options exercisable to
purchase an aggregate of 1,000,000 units of EcomPark, each unit consisting of one common
share and one-half of one common share purchase warrant, at a price of $1.00 per unit.
Each whole common share purchase warrant is exercisable to purchase one common share
at a price of $1.25 per share until April 30, 2001;
(vii) the private placement of 3,150,000 special warrants of EcomPark at a price of $1.00 per
special warrant on January 28, 2000. The Agent was paid a commission of $300,000, equal
to 10% of the gross proceeds of such special warrants, and a compensation warrant
exercisable for no additional consideration to acquire compensation options exercisable to
purchase an aggregate of 450,000 units of EcomPark, each unit consisting of one common
share and one-half of one common share purchase warrant, at a price of $1.00 per unit.
Each whole common share purchase warrant is exercisable to purchase one common share
at a price of $1.25 per share until January 28, 2002; and
(viii) the private placement of 23,000,000 special warrants of EcomPark at a price of $2.50 per
special warrant on March 13, 2000. The Agent was paid a commission of $4,600,000, equal
to 8.0% of the gross proceeds of such special warrants, and a compensation warrant
exercisable for no additional consideration to acquire compensation options exercisable to
purchase an aggregate of 2,300,000 common shares of EcomPark, at a price of $2.50 per
common share.
Further, the Agent has acted as financial adviser to EcomPark to introduce investments to EcomPark
and in connection therewith the Agent has been paid finder’s fees. The Agent has acted as underwriter or
agent in connection with financings undertaken by corporations in which EcomPark has invested, and has
received compensation from such corporations.
MATERIAL CONTRACTS
Except for contracts entered into in the ordinary course of business, the only material contracts
entered into by the Corporation during the past two years which can reasonably be regarded as material, are
the following:
1. Agency Agreement. See "Plan of Distribution";
2. Special Warrant Indenture. See "Plan of Distribution";
3. Warrant Indenture. See "Plan of Distribution";
4. Letter of Intent. See "Proposed Transaction with Luxmatic";
5. Lock-up Agreement. See "Glossary of Terms" and "Proposed Transaction with Luxmatic"; andഊ43
6. Lease with GraniteBay Estates Inc. dated February 18, 2000 with respect to the head office premises
of the Corporation, located at 1550 Sixteenth Avenue, Building C-North, Richmond Hill, Ontario,
Canada. The term of the lease is five years from April 1, 2000 to March 31, 2005 and provides for
minimum lease payments of $68,167 per annum until March 2001, $75,492 per annum until March
31, 2003, and $80,364 per annum for the final two years of the lease until March 31, 2005.
Copies of these agreements will be available for inspection in Calgary at the offices of counsel to the
Corporation, Burstall Ward, 3100, 324 - 8th Avenue S.W., Calgary, Alberta and at the offices of the
Corporation, 1550 Sixteenth Avenue, Building C North, Richmond Hill, Ontario L4B 3K9, at any time during
normal business hours during the course of distribution of the Common Shares and Warrants, and for a period
of 30 days thereafter.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Corporation is a party nor to which any of its property
is subject, nor to the best of the knowledge of the Directors of the Corporation and Management have any
such proceedings been threatened by any Person.
LEGAL MATTERS
Certain legal matters relating to the offering of the Special Warrants and the issuance of the Common
Shares and Warrants have been and will be passed upon by Burstall Ward, Calgary, Alberta on behalf of the
Corporation and by Cassels Brock & Blackwell LLP, Toronto, Ontario on behalf of the Agent.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of the Corporation are KPMG LLP, Chartered Accountants, Suite 500, Yonge
Corporate Centre, 4120 Yonge Street, Toronto, Ontario M2P 2B8.
Montreal Trust Company of Canada, at its principal offices in Calgary, Alberta and Toronto, Ontario
is the transfer agent and registrar for the Common Shares, as well as the trustee for the Special Warrants
and the Warrants.
PURCHASERS' STATUTORY RIGHTS
Securities legislation in several of the provinces and territories of Canada provides purchasers with
the right to withdraw from an agreement to purchase securities within two business days after receipt or
deemed receipt of a prospectus and any amendment. In several of the provinces and territories of Canada,
securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions,
damages where the prospectus and any amendment contains a misrepresentation or is not delivered to the
purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the applicable province or territory. The purchaser should
refer to the securities legislation of the province or territory in which the purchaser resides for the particulars
of these rights or consult with a legal advisor.ഊ44
CONTRACTUAL RIGHT OF ACTION FOR RESCISSION
In the event that a holder of a Special Warrant, who acquires Common Shares and Warrants upon
the exercise of Special Warrants as provided for in this Prospectus, is or becomes entitled under applicable
securities legislation to the remedy of rescission by reason of this Prospectus or any amendment thereto
containing a misrepresentation, the holder shall be entitled to rescission not only of the holder's exercise of
its Special Warrants but also of the private placement transaction pursuant to which the Special Warrants
were initially acquired and shall be entitled, in connection with such rescission, to a full refund of all
consideration paid to the Corporation on the acquisition of the Special Warrants. In the event such holder is
a permitted assignee of the interest of the original Special Warrant subscriber, that permitted assignee shall
be entitled to exercise the rights of rescission and refund described herein as if the permitted assignee was
the original subscriber. The foregoing is in addition to any other right or remedy available to a holder of the
Special Warrants under Section 168 of the Securities Act (Alberta) or Section 130 of the Securities Act
(Ontario) or Section 131 of the Securities Act (British Columbia) or otherwise at law and are subject to the
defences, limitations and other provisions of such legislation.
FINANCIAL STATEMENTS OF THE CORPORATION
The following are the audited financial statements of the Corporation for the financial year ended
March 31, 2000.ഊFinancial Statements of
WIREDMERCHANT.COM INC.
Year ended March 31, 2000ഊAUDITORS' REPORT TO THE DIRECTORS
We have audited the balance sheet of WiredMerchant.com Inc. as at March 31, 2000 and the
statements of operations and deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material respects, the financial position
of the Company as at March 31, 2000 and the results of its operations and its cash flows for the year
then ended in accordance with Canadian generally accepted accounting principles.
Chartered Accountants
Toronto, Canada
July __, 2000ഊWIREDMERCHANT.COM INC.
Balance Sheet
March 31, 2000
Assets
Current assets:
Cash and cash equivalents $ 4,189,726
Marketable securities (market value of $3,004,090) 2,999,615
Accounts receivable 29,011
Prepaid expenses and deposits 83,328
7,301,680
Capital assets net of accumulated amortization (note 2) 272,800
$ 7,574,480
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities $ 275,596
Advances from Luxmatic (note 3) 750,000
Advance from affiliated company (note 4) 223,594
1,249,190
Shareholders’ equity:
Capital stock (note 5) 600,000
Warrants (note 5) 6,637,588
Deficit (912,298)
6,325,290
Commitments (note 6)
$ 7,574,480
See accompanying notes to financial statements.
On behalf of the Board:
"Donald R. Sanderson",Director
"Christopher J. Hobbs", DirectorഊWIREDMERCHANT.COM INC.
Statement of Operations and Deficit
Year ended March 31, 2000
Sales $ 335,637
Cost of goods sold 295,624
Gross margin 40,013
Selling, general and administrative expenses 952,311
Loss for the year (912,298)
Income taxes (note 7) -
Loss for year being deficit, end of year $ (912,298)
Basic loss per share (note 8)
See accompanying notes to financial statements.ഊWIREDMERCHANT.COM INC.
Statement of Cash Flows
Year ended March 31, 2000
Cash provided by (used in):
Operations:
Loss for the year $ (912,298)
Item not involving cash:
Amortization of capital assets 35,144
(877,154)
Change in working capital balances related to operations:
Accounts receivable (8,749)
Prepaid expenses and deposits (83,328)
Accounts payable and accrued liabilities 242,846
(726,385)
Financing:
Advance from Luxmatic 750,000
Advance from affiliated company 823,594
Issuance of special warrants 6,637,588
8,211,182
Investments:
Purchase of marketable securities (2,999,615)
Purchase of capital assets (295,456)
(3,295,071)
Increase in cash and cash equivalents,
being cash and cash equivalents, end of year $ 4,189,726
Supplemental information:
Interest paid $ 119
Income taxes paid -
See accompanying notes to financial statements.ഊWIREDMERCHANT.COM INC.
Notes to Financial Statements
Year ended March 31, 2000
WiredMerchant.com Inc. (the “Company”) was incorporated on April 1, 1997 under the name 1230698
Ontario Inc. under the Ontario Business Corporations Act and commenced operations on March 31,
1999. The Company changed its name from 1230698 Ontario Inc. to StorageOne.com Inc. on
September 22,1999, and to WiredMerchant.com Inc. on January 27, 2000. The Company is a
business to business e-commerce intermediary that sells computer related products on line via its
e-commerce website.
1. Significant accounting policies:
(a) Marketable securities and cash equivalents:
Marketable securities are carried at the lower of cost or market based on quoted market
values. The Company considers deposits in bank and short-term investment with original
maturities of three months or less to be cash equivalents.
(b) Capital assets:
Capital assets are stated at cost less accumulated amortization.
Amortization is provided using the following methods and annual rates:
Asset Basis Rate
Office equipment Straight line 20%
Furniture and fixtures Straight line 20%
Computer Straight line 33%
Computer software Straight line 100%
(c) Use of estimates:
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the
year. Actual results could differ from those estimates.ഊWIREDMERCHANT.COM INC.
Notes to Financial Statements, (continued)
Year ended March 31, 2000
1. Significant accounting policies (continued):
(d) Website development costs:
Website development costs relating to development and implementation are expensed as
incurred.
(e) Stock-based compensation:
The Company has a stock-based compensation plan which is described in note 5. No
compensation expense is recognized for this plan when stock or stock options are issued.
Any consideration received upon exercise of stock options or purchase of stock will be
credited to capital stock. If stock or stock options are repurchased the excess of the
consideration paid over the carrying amount of the stock or stock options cancelled will be
charged to retained earnings.
(f) Revenue recognition:
Revenue is recognized at the time the goods are shipped.
(g) Income taxes:
The Company accounts for income taxes on the deferral method. Deferred income taxes are
provided for all significant timing differences and are included in the computation of net
income.
2. Capital assets:
Accumulated Net book
Cost amortization value
Office equipment $ 59,350 $ 11,435 $ 47,915
Furniture and fixtures 33,292 6,505 28,787
Computer 170,120 60,320 109,800
Computer software 88,298 - 88,298
$ 351,060 $ 78,260 $ 272,800
No amortization was recorded for computer software as it was not in use at March 31, 2000.ഊWIREDMERCHANT.COM INC.
Notes to Financial Statements, (continued)
Year ended March 31, 2000
3. Advance from Luxmatic:
The Company has received a non-interest bearing advance of $750,000 from Luxmatic
Technologies N.V. (“Luxmatic”) (note 12). The deposit shall only be repayable by WiredMerchant
to Luxmatic if WiredMerchant fails to proceed with the Luxmatic transaction, provided however
that $250,000 of the deposit shall not be repayable (i) if Luxmatic has misrepresented or failed to
disclose a material fact to WiredMerchant, (ii) the Luxmatic transaction does not receive
regulatory approval or, (iii) less than 90% of Luxmatic shareholders approve the Luxmatic
transaction.
4. Advance from affiliated company:
The advance from affiliated company is non-interest bearing, unsecured, with no fixed terms of
repayment and is due to EcomPark Inc. EcomPark Inc. holds all outstanding common shares and
Founders’ warrants of the Company at March 31, 2000.
5. Capital stock:
(i) Common shares:
Authorized: Unlimited
Issued:
Number of shares Amount
March 31, 1999 1 $ -
Issued during the year 5,999,999 600,000
Issued and outstanding as at March 31, 2000 6,000,000 $ 600,000
The common share outstanding at March 31 1999 was issued for less than a dollar. On
February 2, 2000 5,999,999 common shares were issued as settlement of a $600,000
shareholder advance.ഊWIREDMERCHANT.COM INC.
Notes to Financial Statements, (continued)
Year ended March 31, 2000
5. Capital stock (continued):
ii) Warrants:
Number of warrants Amount
Special warrants 10,000,000 $ 7,500,000
Agent’s special warrants issued in
partial satisfaction of issuance costs 1,000,000 750,000
Fiscal special warrants 1,000,000 750,000
Issuance costs - (2,362,412)
Issued and outstanding as at March 31, 2000 12,000,000 $ 6,637,588
On March 9, 2000, pursuant to an agency agreement with Yorkton Securities Inc. (“Yorkton”),
the Company completed a private placement of 10,000,000 special warrants for gross
proceeds of $7,500,000. Each special warrant entitles the holder to acquire one unit
consisting of one common share and one warrant on or before expiry date which is the earlier
of (i) the fifth business day following the later of the date that (a) a receipt is issued for the
Prospectus, and (b) the common shares are listed on a recognized stock exchange and (ii)
September 9, 2001 (“expiry date”). Each warrant is exercisable to acquire one common
share for $0.75 on or before March 9, 2002.
Yorkton received a commission of $750,000 cash and 1,000,000 agent’s special warrants.
Each agent’s special warrant entitles Yorkton to acquire for no additional consideration, one
unit consisting of one common share and one warrant on or before the expiry date. Each
warrant is exercisable to acquire one common share for $0.75 on or before March 9, 2002.
In addition, WiredMerchant has agreed to pay Yorkton a fiscal advisory fee of $750,000 to be
paid by the issuance of 1,000,000 fiscal special warrants. Each fiscal special warrant entitles
Yorkton to acquire one common share without additional consideration on or before March 9,
2001.
In the event that: (i) a receipt for the Prospectus is not issued by the securities commission in
the Qualifying province where a holder is resident on or before October 15, 2000 (or in the
case of holders resident outside the Qualifying Provinces, if a receipt has not been issued in
the Province of Ontario), or (ii) the Common shares have not been listed on a recognizedഊWIREDMERCHANT.COM INC.
Notes to Financial Statements, (continued)
Year ended March 31, 2000
5. Capital stock (continued):
stock exchange at the time of expiry on August 17, 2000, holders of special warrants (other
than special warrants paid as commission and finder’s fee) will be entitled, upon exercise or
deemed exercise of any special warrants, to receive from the Company 1.1 common shares
and 1.1 Warrants for each special warrant held, without payment of any additional
consideration.
(iii) Compensation warrants:
In addition, WiredMerchant granted Yorkton a non-assignable compensation warrant to
acquire up to 1,000,000 compensation options of WiredMerchant. Each compensation option
entitles Yorkton to acquire at a price of $0.75 per unit, a unit comprised of one common share
and one warrant on or before September 9, 2001. Each warrant is exercisable to acquire one
common share for $0.75 on or before March 9, 2002.
(iv) Founders’ warrants:
On February 2, 2000, the Company issued 1,000,000 Founders’ warrants to EcomPark Inc.
Each Founders’ warrant entitles the holder to acquire one common share at a price of $0.75
on or before February 2, 2002.
(v) Stock Option plan:
The Company has a stock option plan for employees, directors, and consultants reserving a
maximum of 3,000,000 common shares for issuance under the plan as approved by the
directors. Under the plan, the exercise price of each option equals the market price of the
Company’s stock on the last business day prior to the date of grant, less any applicable
discount. An option’s maximum term is five years from the date of grant, but the Board of
Directors has the discretion to grant options for a shorter period. The options vest 25% upon
commencing employment, and 25% upon each anniversary thereof, subject to Board of
Directors’ approval.
There are no options issued under the plan as at March 31, 2000.ഊWIREDMERCHANT.COM INC.
Notes to Financial Statements, (continued)
Year ended March 31, 2000
6. Commitments:
The Company is committed to minimum annual lease payments under an operating lease for its
premises.
Minimum annual lease payments for the fiscal years ending March 31, are as follows:
2001 $ 68,187
2002 75,492
2003 75,492
2004 80,364
2005 80,364
$ 379,899
7. Income taxes:
The Company has non-capital losses of approximately $900,000 available to reduce future
taxable income which expires in March 31, 2007. The Company also has tax deductions related
to financing costs available at March 31, 2000 of $2,400,000 which may be claimed over five
years. No benefit has been recorded for these items due to the uncertainty of recovery.
8. Basic loss per share:
Basic loss per share, based on the weighted average number of common shares outstanding, has
not been presented as the Company was a private company during the period.
9. Segmented information:
The Company operates in one identifiable business segment, business to business e-commerce
sales of computer related equipments. The Company operates primarily in Canada and the
United States. Gross sales for the year ended March 31, 2000 in Canada and the United states
were $43,000 and $242,000 respectively. All identifiable assets are located in Canada.ഊWIREDMERCHANT.COM INC.
Notes to Financial Statements, (continued)
Year ended March 31, 2000
10. Related party transactions:
(i) In March 1999 the Company acquired the net assets of the storage business from Ecompark
Inc. for book value as follows:
Current assets $ 20,262
Capital assets 12,488
Less current liabilities (32,750)
Net assets $ -
(ii) Website development costs of $522,550 were paid to an affiliate Generation-Net Services Inc.
Generation-Net Services Inc. is a subsidiary of Ecompark Inc. The transaction has been
recorded at the exchange amount.
11. Financial instruments:
Fair value:
The fair value of cash and cash equivalents, accounts receivable, advances payable, accounts
payable and accrued liabilities approximate their carrying amounts due to their relatively short