SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
----------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ____________
Commission File No. 000-27233
---------
RRUN VENTURES NETWORK, INC.
---------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 98-0204736
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
----------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 682-6541
--------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act:
100,000,000 shares of common stock authorized at $.0001 par value.
Check whether the issuer (l) has 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
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ ]
Revenues for 2001 were $0.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the last reported sale price of
such stock as of October 11, 2001 is $9,909,770.
The number of shares of the issuer's Common Stock outstanding as of
September 30, 2001 was 14,614,724.
Documents Incorporated by Reference: Proxy Statement and Reconfirmation
of Offering Prospectus filed pursuant to Rule 424(b)(3) of the
Securities Act of 1933. This statement was filed on August 8, 2001 and
is incorporated by reference into Parts I, II and III of this filing.
Transitional Small Business Disclosure Format (check one): Yes [ ]
No [ X ]
PART I
Item 1. Description of Business
Corporate History
United Management, Inc. was incorporated on January 29, 1997 under the
laws of the State of Nevada. In December 2000, United entered into an
agreement to merge with RRUN Ventures, Inc. by acquiring all of RRUN's
issued and outstanding shares of capital stock. RRUN Ventures Inc. was
founded in Vancouver, British Columbia in June of 2000 and incorporated
in October 2000 under the laws of Nevada. Final approval of this merger
was obtained from the shareholders in August, 2001. At the same time as
the approval of the merger, United adopted its new name, RRUN Ventures
Network, Inc. Also acquired in the merger was a majority shareholder
position in RAHX, Inc., a Nevada corporation, which was incorporated in
2000. In September, 2001, RRUN co-founded AXXUS Corporation and
subsequently acquired a majority interest in AXXUS Corporation, a
Nevada Corporation, which was incorporated in September, 2001. In
September, 2001, RRUN founded RRUN Labs Incorporated and subsequently
acquired 100% of the common stock of RRUN Labs Incorporated, a
Delaware Corporation., which was incorporated in September, 2001.
Additional information regarding AXXUS and RRUN Labs may be found in
the press releases dated October 10th and October 11th, attached hereto
as exhibits.
General Overview
RRUN's mission is to seek out and build a network of ventures
specializing in various products and services in the digital technology
industry. We will develop these new businesses through the use of our
existing relationships with content owners, technology firms and our
own staff knowledgeable in the areas of software development,
technology, marketing and project management.
Our venture network currently consists of two technology-based business
enabling networks, RAHX and AXXUS. These two companies combine to
implement RRUN's initiatives: 1) the building the Digital Media Network
of the future; and 2) the building of the New Global Marketplace, a
network of interconnected consumers and businesses.
The RAHX and AXXUS ventures are built on proprietary technology that
utilizes Peer-2-Peer Distributed Architecture and contain Digital
Rights Management Systems and Advanced Integration and Personalization
Software.
In addition to RAHX and AXXUS, RRUN recently added a wholly owned
research and development subsidiary, RRUN LABS Incorporated. RRUN
LABS will play a major role in the development of the RAHX Media
Platform and AXXUS Communication and Commerce Platform. The staff of
RRUN LABS possess highly specialized skills sets with experience in
C++, Java, Voice Over IP, Cable Telephony, Bluetooth development
and various mobile systems development. These individuals will work on
both existing ventures of RRUN and any future opportunities that
present themselves.
Products:
2
(1) RAHX, Inc. (pronounced "Rocks")
Our initial core business venture is RAHX, Inc.. RAHX is a software
platform that uses Peer to Peer, or P2P technologies to enable and
enhance the distribution of digital media files over the Internet.
P2P technologies allows users to exchange digital media files directly
from their computers. RAHX provides media users and content owners
with an end-to-end solution of distributing music over the Internet by
performing the following functions:
- Facilitating the transfer and exchanging of digital media files;
- Managing the income flow from consumers to content owners;
- Storing the income for the benefit of content owners;
- Tracking the content use;
- Distributing the income to content owners; and
- Protecting the consumers with Internet security and content owners
with digital rights management.
Technology
RAHX combines standard Internet and EDI protocols with XML programming
and various other software tools. RAHX consists of four subsystems: a
file exchange system; content management system, commercial transaction
system, and digital rights management system. These four systems are
integrated to function as one unified RAHX system.
This technology produces the following features and capabilities:
- Royalty tracking - RAHX compiles accounting of all music single
downloads by detailing copyright owners and accurately reporting music
royalty remittance;
- Customer debit accounts - RAHX establishes debit accounts for its
customers to facilitate their purchases of downloaded music;
- Transaction facilitation - RAHX uses a transaction-facilitating
engine that simultaneously debits the account of a buyer and credits
the accounts of the music owners;
- Catalogue database - RAHX syncs with new and existing and new music
databases to accurately identify all music recordings within the
exchange network; and
- Firewall protection - RAHX provides a security firewall to protect
end users.
RAHX Revenue Generation
RAHX earns income for RRUN through a two-pronged business model: Direct
to Consumer Model and Licensing Model. In the Direct to Consumer
Model, RAHX provides a file exchange service or P2P media service
directly to consumers and uses its file exchange software to generate
transaction fees by acting as an agent to facilitate transactions
between consumers and content owners. In the Licensing Model, RAHX
licenses its software to other P2P media services that desire a method
to generate revenue. RAHX bills these file exchange services software
license fees and transaction facilitation fees. Under this model, RAHX
earns a smaller transaction fee rate than in the direct to consumer
model.
3
(2) AXXUS
AXXUS is the backbone technology of RRUN's venture network. AXXUS
focuses on "lifestyle improving" technologies. Services under AXXUS
include the creation, integration, and implementation of customized e-
commerce and communications solutions for businesses focused on the
Digital Generations. RAHX is the first application of AXXUS' core
product, the AXXUSNET Platform. This product suite is an integrated
platform that will enable online and offline systems to deliver various
services. In doing so, AXXUS hopes to create a common "standard" of
delivery in function and software design for communication, commerce
and interactive services.
Also in development stage is THE AXXUS MARKETPLACE, another product
that will be introduced using AXXUS technology. It is hoped that this
global marketplace will be made up of an infrastructure-type network of
everyone in the supply chain including consumers, retailers,
distributors, wholesalers and manufacturers. AXXUS intends to
extend market reach by channeling online and offline services into a
multidimensional and multilevel distribution network that integrates
intelligent devices and user valuation systems. AXXUS will be the lead
venture in the second initiative of RRUN and hopes to establish
a standard in delivering products and services that improve the way
consumers and businesses interact, transact and communicate over
digital mediums to ultimately enhance the lifestyle experience.
Market Analysis: P2P Industry
P2P computing facilitates direct person-to-person communication,
information, and file sharing from one PC to another. P2P distributes
processing power, file storage, and network traffic to the edges of the
net, thus allowing individual computer users to exchange video, music
and text files without the involvement of a centralized source or
server.
Before P2P media services emerged, Internet users located music over
the web by spending time searching websites for specific music
recordings, or by visiting MP3 music sites like MP3.com and Emusic.com,
where they were given access to a limited amount of music and were
required to pay for it. Napster entered the P2P media service and
provided users with a convenient method of locating music. Users were
now able to type a music title in a search field and any computer that
contained the search item throughout the network was displayed.
We believe that music is only the first of many digital file types that
will be transferred between computers over the Internet. For example,
consumers are already able to trade movies in the controversial Div-X
format. Just like MP3s changed the music industry, Div-X is doing the
same for the movie industry. Div-X movies are DVD quality and can be
copied from a PC hard drive to a regular CD. The CD is then played in
a standard DVD player. Other digital files currently being exchanged
over P2P media services are e-books, text documents, photo images, and
software programs. As a
4
result, RRUN believes that the consumer demand for these P2P media
services will continue to expand, resulting in potentially greater
revenue streams for companies that possess a sustainable business
model.
Competitive Business Conditions
In the past, there were over 25 music P2P services on the Internet, and
eight, Napster, Gnutella, Hotline, Cute MX, iMesh, AudioGalaxy,
Morpheus and Spin Frenzy, had emerged as the major participants due to
their claims of large consumer user bases. Because these companies
were the first group to offer P2P media services, and because they
charged no user fees, they were able to quickly amass large user bases.
Napster, and other companies with the same "free music sharing"
concept, are currently subject to a number of highly publicized
lawsuits because, among other things, it was argued that they promote
the use of a software that violates the rights of music copyright
owners including major record labels Sony and Universal. As a result
of these lawsuits, two new competitors in the P2P market were formed
through joint ventures with music industry moguls and Internet
powerhouses. MusicNet, a joint venture between RealNetworks, AOL Time
Warner, Napster, Bertelsmann AG and EMI recorded Music, and Pressplay,
a joint-venture between Sony Music Entertainment and Universal Music
Group with the affiliates of Yahoo, MSN and MP3.com, have both
announced plans to enter into the market sometime in 2001. Both new
companies plan to offer digital download services and peer-to-peer file
sharing services in exchange for either a subscription fee or sharing
fee charge. Details of the structure of these companies have yet to be
fully disclosed.
Intellectual Property
Patents
The RAHX platform is a proprietary property consisting of numerous
individual proprietary assets. RRUN has begun to prepare the necessary
documents to achieve its' patents. RRUN has begun preparing the system
architecture designs that will accompany the patent applications.
In patenting RAHX and its' subsystems, RRUN will patent the base
concept, business model, and subsequently the data model architecture.
The patenting will include software/hardware components at a high
level. Individual software and/or hardware components built to work
within the initial framework of the RAHX platform will also undergo
copyright, followed by patenting. It takes two to three years to
complete a patent, so as the system grows, it is initially copyrighted
and a patent is filed when the entire system is integrated. At the
inception phase any component will be linked to a manufacturing process
that may be copyrighted for uniqueness, and included in the design
requirements for the patent.
5
Trademarks
RRUN has already begun the process of preparing the documents necessary
to obtain trademarks for the following:
- RRUN Ventures Inc.;
- RAHX, Inc.;
- RAHX.com;
- RAHX.net;
- RAHX; and
- RAHXWARE.
As more names are created for the RAHX and its subsystems or any of the
RRUN subsidiaries, RRUN will continue to obtain trademarks for their
protection.
Potential Liability From Digital Distribution of Copyrighted Music
In addition to the Risk Factors described in the Exhibit to this
filing, the operation of RRUN's digital platform may result in
liabilities or levels of unacceptance that may affects its
profitability. Specifically, one or more of the factors listed below
may result in liability or levels of unacceptance that may harm its
present or future operations:
1) If RRUN's products and services do not accurately or completely
provide rights reporting information, record companies and artists
might not use its platform to digitally deliver their recorded music,
and its business might be harmed.
2) RRUN might incur liability for the content of the recorded music
that it digitally delivers for the following reasons:
- Because RRUN digitally delivers recorded music to third parties, it
might be sued for negligence, copyright infringement, trademark
infringement or other reasons.
- These claims might include, among others, claims that by hosting,
directly or indirectly, the websites of third parties, it is liable for
copyright or trademark infringement or other wrongful actions by these
third parties through these websites.
- While RRUN has taken steps to prevent these claims, we cannot assure
you that RRUN will successfully defend these claims. Even if a claim
does not result in liability, RRUN could incur significant costs in
investigating and defending against them.
3) RRUN's success and ability to compete substantially depends on its
internally developed technologies and trademarks, which it protects
through the application of patent, copyright, trade secret and
trademark laws. However:
6
- Patent applications or trademark registrations may not be approved.
Even if they are approved, its patents or trademarks may be
successfully challenged by others or invalidated.
- If its trademark registrations are not approved because third parties
own these trademarks, its use of these trademarks would be restricted
unless it enters into arrangements with the third-party owners, which
might not be possible on commercially reasonable terms or at all.
- Despite its efforts to protect its proprietary rights from
unauthorized use or disclosure, parties may attempt to disclose, obtain
or use its solutions or technologies.
- The steps RRUN has taken may not prevent others from misappropriating
its solutions or technologies in foreign countries where laws or law
enforcement practices may not protect its proprietary rights as fully
as in the United States.
Protection of Proprietary Rights
RRUN's success and ability to compete substantially depends on its
internally developed technologies and trademarks, which it protects
through a combination of patent, copyright, trade secret and trademark
laws. Patent applications or trademark registrations may not be
approved. Even if they are approved, its patents or trademarks
may be successfully challenged by others or invalidated. If its
trademark registrations are not approved because third parties own
these trademarks, its use of these trademarks would be restricted
unless it enters into arrangements with the third-party
owners, which might not be possible on commercially reasonable terms or
at all. The primary forms of intellectual property protection for its
products and services internationally are patents and copyrights.
Patent protection throughout the world is generally established on a
country-by-country basis.
To date, RRUN has not applied for any patents outside the United
States. It may do so in the future. Copyrights throughout the world
are protected by several international treaties, including the Berne
Convention for the Protection of Literary and Artistic Works. Despite
these international laws, the level of practical protection for
intellectual property varies among countries. In particular, United
States government officials have criticized various countries,
including China and Brazil, for inadequate intellectual property
protection. If its intellectual property is infringed in any country
without a high level of intellectual property protection, its business
could be harmed.
RRUN generally enters into confidentiality or license agreements with
its employees, consultants and corporate partners, and generally
controls access to and distribution of its technologies, documentation
and other proprietary information.
7
Despite its efforts to protect its proprietary rights from unauthorized
use or disclosure, parties may attempt to disclose, obtain or use its
solutions or technologies. The steps RRUN has taken may not prevent
others from misappropriating its solutions or technologies,
particularly in foreign countries where laws or law enforcement
practices may not protect its proprietary rights as fully as in the
United States. RRUN has licensed, and it may license in the future,
certain proprietary rights to third parties.
While it attempts to ensure that the quality of its brand is maintained
by its business partners, they may take actions that could impair the
value of its proprietary rights or its reputation. In addition, these
business partners may not take the same steps RRUN has taken to prevent
others from misappropriating its solutions or technologies.
Effect of existing or probable governmental regulations on the business
RAHX is designed to accurately record, collect, and distribute music
royalties to their rightful owners. Since digital music emerged on the
Internet, record companies have been searching for a viable system that
allows them to use a financial system that will appeal to consumers.
The RAHX Platform allows for consumers to purchase music for a
reasonable price, and in turn deposit the money into the account of the
copyright owner. Second, if other P2P media services employ the RAHX
financial subsystem, RRUN expects that it may save record companies and
copyright owners the time and money otherwise expended in lawsuits.
Third, RRUN anticipates that through RAHX, artists and record labels
can generate revenue for no additional costs. For every dollar
generated on a sale of a CD, tape, or vinyl record, the artist and
record label incurs costs due to the manufacturing and marketing
dollars spent on the physical recording. With digital music, there is
no additional manufacturing or marketing costs as the music product of
the artist and record label is only a digital file of a sound
recording. Fourth, RRUN believes that RAHX will allow consumers to
easily locate outdated or hard-to-find songs; and can provide
compensation to copyright owners for these music recordings.
Many times record companies stop distributing music recordings because
it may be too expensive to manufacture and inventory product that is
not in high demand. As a result, consumers are unable to find older
music, and artists are not able earn revenue from these potential
sales. RAHX expects that it can provide a system that will benefit
both consumers and artists. Fifth, RRUN expects that RAHX will give
independent artists an opportunity to showcase their talent and
generate revenue from the sales of their music. Through RAHX,
independent artists may have another medium that directly distributes
their music over the Internet. As a result, artists may be able to
maximize their revenues and retain control of their music.
Marketing Plan
Key Objectives
RRUN's marketing strategy will be a key factor in achieving success in
its overall strategic plan. Effectively executing the marketing
strategy will help the Company realize the following objectives:
1. Develop a RAHX.net brand awareness;
2. Build a strong RAHX customer base;
3. Develop RAHX awareness in the file exchange industry; and
8
4. Complete licensing agreements with P2P media services.
The Company will execute its marketing strategy for RAHX over three
periods. The marketing strategy covers elements of distribution,
promotion, and pricing. The marketing strategy spans across two years
in accordance with the aforementioned implementation plan. (i.e. the
RRUN Ventures Inc. initial implementation is planned over a period of
two phases totaling twenty-four (24) months). During each phase and
subsequent stages the marketing strategy evolves in accordance with
development and distribution of RAHX.
Distribution Strategy
The objectives of the distribution strategy are:
1) To most efficiently execute a rapid and widespread deployment of:
- The RAHX digital file exchange executable software for consumers
- The RAHX platform for licensees
2) To produce and launch the RAHX.com and RAHX.net websites to serve as
the distribution location for the RAHXWARE software product
3) To achieve a significant distribution reach through RAHX licensee
customers that would integrate the RAHX plug-in with their browser, and
distribute RAHX to their users through system wide dynamic upgrades.
- Launch of RAHX.com
- Launch of beta version of direct to consumer RAHXWARE software
- Launch of RAHXWARE licensing product
- Continued distribution effort through sales of RAHXWARE licensing
program
Promotion Strategy
The objective of the promotion strategy is to effectively invest
promotion and advertising dollars to attain a critical mass of RAHX
users and RAHX enabled licensees. Within the first year RRUN hopes to:
- Develop RAHX brand awareness
- Build a base of loyal RAHX users
- Develop relationships with digital music companies and P2P media
services
- Develop relationships with leading companies in the content
industries, i.e., music, movies, publishing, etc.
The Promotion Strategy is as follows:
9
- Launch of marketing promotional strategy for RAHX.com
- Launch of marketing promotional strategy for RAHXWARE
- Continued marketing promotional strategy for RAHXWARE and
RAHX.com
- Launch of marketing promotional strategy for RAHXWARE licensing
sales program
- Continued marketing promotional strategy for RAHXWARE and
RAHX.com
- Continued marketing promotional strategy for RAHXWARE licensing
program
The details of the promotion strategy are as follows:
The promotional mix will revolve around Direct Sales, Internet
Marketing, Trade Shows, Promotions, Advertising and Publicity in
support of the launches of RAHX.com and RAHXWARE.
1) Direct Sales
RRUN intends to build a RAHX sales team that will research, develop,
and maintain relationships with potential and established P2P media
services. This team is expected to serve as liaisons with licensee
customers and constantly be on the front lines searching out new
customers at tradeshows, conventions, etc.
2) Internet Marketing
RRUN seeks to develop a marketing program that will research, develop
and implement an online marketing strategy to create RAHX.com and RAHX
software brand awareness and get the RAHX message to consumers and
potential licensee customers. This will include search engine
positioning, affiliate programs, online news releases, direct
mailing lists, newsgroup monitoring, newsletter distribution, and other
innovative web marketing tools still in development.
3) Trade Shows
Attendance at industry trade shows can provide RAHX with an excellent
cost effective opportunity to source potential partners, competition,
and other product development opportunities. The RAHX sales team would
attend trade shows that focus on the digital entertainment industry.
4) Promotions
- Promotional teams - RAHX aims to develop brand awareness in the
minds of its target consumer market and increase the RAHX user base
through street-level marketing tactics. The RAHX Promotion Teams will
visit local hot spots frequented by the target consumers, including
universities, nightclubs, sporting events, etc.
- Sponsorships - RAHX plans to sponsor entertainment, sporting, music
and other events in each American market that target a typical RAHX
consumer. This
10
effort can provide an excellent opportunity to develop RAHX brand
awareness and to associate the RAHX brand with the lifestyle of the
target consumer.
5) Advertising
RAHX plans to implement an extensive advertising campaign in each local
market to create RAHX brand awareness and increase RAHX membership.
The advertising campaign will be done through print, radio, and the
Internet. Each of these mediums will be targeted towards the consumer
market.
6) Publicity
RAHX seeks to generate publicity through news releases, cutting edge
publicity campaigns and, charity events. These marketing initiatives
will strive to spread the RAHX name in each local market and tie RAHX
in with the local community.
Pricing Strategy
RAHXWARE will be offered to consumers and licensees for free through
the RAHX websites. However, as stated, consumers who download music
recordings through RAHXWARE will be charged a subscription fee or a per
music recording price. RAHX and the content owners will set the actual
price.
The Management
RRUN is operated by a team of professionals from the music, marketing,
and technology sectors with core competencies in music industry
licensing, Gen X & Y marketing, results-oriented business management,
and systems integration software design and programming.
Equipment
Within the first four to six months RRUN intends to invest money in
equipment to be used in developing products, the RAHX backend
technology, and corporate file servers. The amount to be expended is
entirely dependent upon the additional capital to be raised by the
Company.
Employees
During fiscal year ended June 30, 2001, United Management, Inc. had two
employees who were Directors of the Company. At September 30, 2001,
RRUN had five Executive Officers and three Directors. During September,
2001, RRUN Labs, Incorporated, a wholly-owned subsidiary, hired 32
additional employees. RRUN and its subsidiaries intend to hire
additional employees in the foreseeable future.
11
Research and Development Expenditures
RRUN expects to incur research and development expenditures over the
twelve months following June 30, 2001. The amounts to be incurred are
entirely dependent upon the amount of additional funding we will
require to support such efforts. It is impossible to give a meaningful
forecast at this time as to the amounts of research and development
expenditures that will be incurred.
Year Ended Year Ended
June 30, 2000 June 30, 2001
------------- --------------
United Management, Inc. $0 $0
Item 2. Description of Property
We have no real estate property holdings and at this time we have no
agreements to acquire any properties. During this fiscal year we
operated our offices at 1456 St. Paul St., Kelowna, British Columbia,
Canada. Space was provided to the Company on a rent free basis by Mr.
Hemmerling, a former Officer and Director of the Company. Such
arrangement continued until the special meeting of stockholders on
August 17, 2001. At such time, the Company moved its headquarters in
leased premises at 62 W. 8th Avenue, 4th Floor, Vancouver, British
Columbia, Canada V5Y 1M7. RRUN has an option to secure additional
space in the building. The lease commitment is for three years and
expires on December 31, 2002.
Item 3. Legal Proceedings
RRUN is not a party to any material legal proceedings and to RRUN's
knowledge, no such proceedings are threatened or contemplated. At this
time we have no bankruptcy, receivership or similar proceedings
pending.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting on November 24, 2000. The
stockholders voted in favor of the Company's nominees for Directors,
Christina Cerisse and Bob Hemmerling. The shareholders also voted in
favor of the Company's selection of independent auditors, Cordovano &
Harvey, P.C. In addition, the shareholders voted to approve the
appointment of outside counsel, Foley & Lardner.
In December, 2000, the Stockholders voted to approve an agreement with
RRUN Ventures, Inc., a Nevada corporation, and its shareholders to
acquire all of RRUN Ventures, Inc. issued and outstanding shares of
capital stock in exchange for 305,439 shares of common stock of United
Management, Inc., the predecessor company. No other matters were
submitted to our security holders for a vote during the fiscal year
ending June 30, 2001.
12
Subsequent Events
The Board of Directors of United called a special meeting of United
shareholders on August 17, 2001 to vote to approve the merger and the
merger agreement. There were 788,420 shares outstanding and entitled to
vote at the meeting. 464,920 votes were cast in favor of adoption of
the merger and zero votes were cast against adoption. During such
meeting, the Company resolved to change its name from United
Management, Inc. to RRUN Ventures Network, Inc. 415,420 shares were
cast in favor of the adoption of this resolution and zero votes were
cast against adoption. The Company resolved to increase the number of
its Directors. Previously, the Company's Bylaws provided that the Board
of Directors shall consist of between one and five members. The Company
resolved that the Board may consist of a number from one to twelve
Directors, as determined, from time to time by then existing Board of
Directors. 415,420 votes were cast in favor of adoption of this
resolution and zero votes were cast against adoption.
We are subject to the information requirements of the Securities
Exchange Act of 1934. We file reports and other information with the
Securities and Exchange Commission. We intend to furnish our
shareholders, after the close of each fiscal year, an annual
report that will contain audited financial statements certified by our
independent certified public accountants. We may also furnish our
shareholders quarterly reports containing unaudited financial
information. As reported on Form 8-K filed on August 20, 2001,
RRUN's fiscal year ends on December 31.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters
Prior to September, 2001, there was no trading market for our common
stock. The Company received approval for listing and in September,
2001, the Company obtained a trading symbol of "RRUN" and began trading
on the NASD Over-the-Counter Bulletin Board. Although we have a listing
on the Bulletin Board, it is impossible to know or predict from day to
day how active that market will be. There presently is a trading
market for our stock, however, we cannot guarantee that a trading
market will continue. As at August 7, 2001 there were 36 record holders
of the Company's common stock.
Market Price
Our common stock is quoted at the present time. At October 11, 2001,
our stock's closing price was $1.55 per share. This price, however, is
an inter-dealer price without retail mark-up, mark-down or commission
and may not represent an actual transaction. The Securities and
Exchange Commission has adopted a Rule that defines a "penny stock,"
for purposes relevant to us, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. Our common stock
is presently considered a "penny stock" and is subject to such market
rules.
13
Dividends
We have not paid any dividends to date, and have no plans to do so in
the immediate future.
Transfer Agent
We have retained the services of Jersey Transfer and Trust as our
transfer agent at this time.
Recent Sales of Unregistered Securities
During September of 2001, the Company issued 1,845,000 shares of its
previously authorized, but unissued common stock. The shares were
issued to three persons in exchange for the cancellation of debt. The
transactions were valued at $0.02 per share. The transactions were
isolated transactions with persons having a close affiliation with
the Company and were exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) of the Act because of not being part
of a public offering. The offering was for a limited purpose and did
not use the machinery of public distribution.
During September of 2001, the Company issued 670,000 shares of its
previously authorized, but unissued common stock. The shares were
issued to three persons in exchange for cash. The transactions were
valued at $0.02 per share. The transactions were isolated transactions
with persons having a close affiliation with the Company and were
exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) of the Act because of not being part of a public offering.
The offering was for a limited purpose and did not use the machinery of
public distribution.
During September of 2001, the Company issued 200,000 shares of its
previously authorized, but unissued common stock. The shares were
issued to one company in exchange for consulting services. The
transaction was valued at $0.02 per share. The transaction was an
isolated transaction with a person having a close affiliation with the
Company and was exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) of the Act because of not being part of a
public offering. The offering was for a limited purpose and did not
use the machinery of public distribution.
During September of 2001, the Company issued 2,544 shares of its
previously authorized, but unissued common stock. The shares were
issued to one person in exchange for the cancellation of debt. The
transaction was valued at $1.00 per share. The transaction was an
isolated transaction with a person having a close affiliation with
the Company and was exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) of the Act because of not being part
of a public offering. The offering was for a limited purpose and did
not use the machinery of public distribution.
During September of 2001, the Company issued 20,000 shares of its
previously authorized, but unissued common stock. The shares were
issued to one person in exchange for the cancellation of debt. The
transactions were valued at $0.75 per share. The transaction was an
isolated transaction with a person having a close affiliation with
14
the Company and was exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) of the Act because of not being part
of a public offering. The offering was for a limited purpose and did
not use the machinery of public distribution.
RRUN also issued incentive stock options to the following officers,
directors and consultants.
Optionee Options Granted
-------- ---------------
Ray Hawkins 100,000
Pavel Bains 100,000
Edwin Kwong 100,000
Saya Kyvrikosaios 100,000
Emanuel Koseos 100,000
Other Consultants and employees 781,500
------------
Total # of Options Granted 1,281,500
None of these options has been exercised as of September 30, 2001.
A total of 1,281,500 options have been awarded as at September 30,
2001, at various exercise prices between $0.10/share and $0.75/share.
A total of 781,500 options awarded to 21 employees and consultants
working for RRUN. A total of 500,000 options have been awarded to 5
Officers and Directors of RRUN.
RRUN also issued common stock warrants to consultants and advisors. No
warrants were issued to Directors and Officers. No warrant holder
received an issuance of warrants to make such warrant holder a 5% or
greater stockholder of the Company. The total number of warrants issued
as of September 30, 2001 was 1,719,650 shares with an exercise price
ranging from $0.10 to $3.00 per share. None of these common stock
warrants has been exercised as of September 30, 2001.
Item 6. Management's Discussion and Analysis or Plan of Operation
Plan of Operation
The following discussion should be read along with the financial
statements and notes, and by other more detailed financial information
appearing in other parts of this annual report.
Business Strategy
From System Architecture Design to Alpha and Beta releases and testing
to full release, RAHX hopes to be developed at an accelerated cycle of
six to nine months. The development will require a staff of 25;
consisting of programmers/integrators, project managers, and a
projected budget of $2 million.
15
RRUN intends to file for a patent on RAHX and all of its components
when it completes its working prototype. Although the technology used
to create RAHX is proprietary, RRUN expects that others may be able to
substantially reproduce the patented results within six months. To
remain on the leading edge, RRUN expects that it must devote a
minimum of approximately 5% of revenues towards RAHX research and
development.
Over the first twelve months of operations, RRUN will conduct
significant product research and development, or R & D for it's Peer to
Peer, or P2P product, RAHX. From system architecture design to working
prototype and Alpha and Beta releases RAHX hopes to be developed within
an accelerated product cycle of six to nine months.
The R & D anticipated to be executed by RRUN will include but will not
be limited to:
- Development of the RAHX software and its software subset components
- Development of the RAHX back end platform system (AXXUS)
- Development of various RAHX software licensee user tools
Within the first year of operation RRUN intends to invest significantly
in equipment to be used in developing products, the RAHX back end
technology and corporate file servers.
The equipment invested in will include but not limited to:
- Audio and Video Production equipment for the development of the
interactive front end websites
- Web, File, DNS and Proxy Servers that will handle the products'
capacity needs
- Networking/Communication servers to load balance the traffic coming
through the RAHX websites
RRUN will continue its main operations out of its Vancouver, British
Columbia, Canada facility and hopes to open business development
offices in U.S. cities. RRUN Labs Incorporated currently operates
within a programming facility in Virginia, U.S.
RRUN Ventures Network Inc. Implementation Plan
The RRUN Ventures Network Inc. initial implementation is planned over a
period of two phases totaling twenty-four (24) months. Each phase is
broken down into a number of stages that range from two to three
months. The implementation plan during each stage describes the
activity across various departments such as Operations, Finance,
Venture Development/Product Development, and Sales/Marketing/Business
Development. The projected cost of each phase is as follows; phase 1,
$2,250,000 and; phase 2, $5,000,000. The Company hopes to secure the
financing to satisfy the capital needs for each phase through the
execution of private placement investments. The source of the private
placement financing will be comprised of a mix of principal
shareholders, private investors and venture capital companies. If the
funding is unavailable, in whole or in part, at the expected time, the
Company will delay implementation of entire components of certain
aspects of the implementation plan until the necessary funding is
secured. There cannot be any assurance that the Company
will raise sufficient capital to meet it business plan.
Phase 1- Stage A
Operations:
16
- Establish and Incorporate Company
- Set up Vancouver Production office
- Complete evaluation of RAHX, Inc.
- Complete purchase of RAHX, Inc.
- Complete equity purchase of KAPH Data Engineering Inc. shares
Financing:
- Initiate start up financing Venture Development /Product
Development:
- Continue development of RAHXWARE software
Sales/Marketing/Business Development:
- Soliciting to and securing of content owners
- Soliciting to and securing of partners
Phase 1 - Stage B:
Operations
- Commence Human Resources (HR) recruitment program
- Identify potential Advisory Board members
- Identify potential Board Directors
Financing:
- Source and secure RTO candidate
Venture Development /Product Development:
- Commence development of RAHX.com website
Sales/Marketing/Business Development:
- Soliciting to and securing of content owners
- Soliciting to and securing of partners
Phase 1 - Stage C
Operations:
- Open a U.S. business development office
- HR- seek candidates for various positions
- Secure Advisory Board members
- Secure Board Directors
Financing:
- Complete transaction with RTO candidate
- Source and secure private placement financing
- Identify investment banker to source further rounds of funding
Venture Development /Product Development:
- Accelerated development of RAHXWARE commences
- Launch of RAHX.com
Sales/Marketing/Business Development:
- Launch of marketing for RAHX.com
- Soliciting to and securing of content owners
- Soliciting to and securing of partners
Phase 1 - Stage D
Operations:
17
- HR seek candidates for various positions
- Secure Advisory Board members
- Secure additional members of Board Directors
- Open business development office In New York
Sales/Marketing/Business Development:
- Marketing of RAHX.com
- Soliciting to and securing of content owners
- Soliciting to and securing of partners
Phase 1 - Stage E
Operations:
- HR- seek candidates for various positions
- Secure Advisory Board members
- Secure additional members of Board Directors
Financing:
- Source and secure secondary financing
Sales/Marketing/Business Development:
- Launch of marketing for RAHXWARE
- Soliciting to and securing of content owners
Phase 2 - Stage A
Operations:
- Execute strategic plan
- Identify opportunities
Financing:
- Review the market for the common stock of the company and consider a
listing on NASDAQ Small Cap Market or national market, if available.
Venture Development /Product Development:
- Launch of beta version of direct to consumer RAHXWARE software
Sales/Marketing/Business Development:
- Marketing for RAHXWARE and RAHX.com
- Soliciting to and securing of content owners
Phase 2 - Stage B
Operations:
- Execute strategic plan
- Identify opportunities
Venture Development /Product Development:
- Launch of RAHXWARE licensing product
Sales/Marketing/Business Development:
- Marketing for RAHXWARE and RAHX.com
- Soliciting to and securing of content owners
- Sales of RAHXWARE licensing program
Phase 2 - Stage C
Operations:
- Execute strategic plan
18
- Identify opportunities
Sales/Marketing/Business Development:
- Marketing for RAHXWARE and RAHX.com
- Soliciting to and securing of content owners
- Sales of RAHXWARE licensing program
Phase 2 - Stage D
Operations:
- Execute strategic plan
- Identify opportunities
Financing:
- As applicable, complete Listing on Nasdaq Small Cap Market or
national market
- Complete secondary offering or private placement
Sales/Marketing/Business Development:
- Marketing for RAHXWARE and RAHX.com
- Soliciting to and securing of content owners
Sales of RAHXWARE licensing program
Forward-Looking Statements
Many statements made in this report are forward-looking statements that
are not based on historical facts. Because these forward-looking
statements involve risks and uncertainties, there are important factors
that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements made in this report relate only to events as
of the date on which the statements are made.
Item 7. Financial Statements
The information requested by this item is set forth in Item 13 of this
Report.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
We have had no disagreements with our accountants on accounting or
financial disclosures.
On August 7, 2001, we appointed Morgan & Company, Chartered
Accountants, Vancouver, Canada to replace Cordovano & Harvey, P.C. as
our principal accountants. The report of Cordovano & Harvey, P.C. on
our financial statements for the past year ended June 30, 2000 did not
contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. We had no disagreements with them on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure. We did not consult with Morgan & Company
on any accounting or financial reporting matters in the periods prior
to their appointment. The change in accountants was approved by
majority consent of the Board of Directors. We filed a Form 8-K/A with
the Commission (File No. 000-27233) on September 4, 2001.
19
Cordovano & Harvey did not audit the financials statements for the
prior fiscal year ended June 30, 1999. The Registrant has contacted its
previous auditor, Cordovano & Harvey, Certified Public Accountants, and
there are no disagreements between the Registrant and the previous
auditor, Cordovano & Harvey, whether resolved or not resolved, on any
matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedure, which would cause them to
make reference to the subject matter of a disagreement in connection
with their reports for the two most recent fiscal years and the
subsequent interim periods preceding their dismissal.
Furthermore, the former accountant's reports for the financial
statements for either of the past two years did not contain an adverse
opinion or a disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles.
The registrant has provided Cordovano & Harvey with a copy of the
disclosure provided on Form 8-K/A filed on September 4, 2001, and has
advised it to provide the Registrant with a letter addressed to the
Securities and Exchange Commission as to whether it agrees or disagrees
with the disclosure made herein. A copy of its response was attached to
Form 8-K/A filed on September 4, 2001.
PART III
Item 9. Directors and Executive Officers of the Registrant
RRUN
Name Age Offices Held
--------------- ------- -------------------------
Ray A. Hawkins (1) 31 President, Chief Executive Officer,
Director
Edwin Kwong (1) 29 Chief Operations Officer, Chief
Financial Officier, Treasurer,
Secretary and Director
Saya Kyvrikosaios (1) 33 Chief Venture Development. Officer,
Director
Pavel Bains 24 Executive Vice President- Media &
Entertainment
Emanuel Koseos 39 Chief Technology Officer
(1) Directors were appointed to the Board on August 17, 2001.
Terms of Office
All executive officers are employed by RRUN on a full-time basis. In
December, 2001, the Company intends to negotiate employment agreements
with such officers. The above listed directors will serve until the
next annual meeting of the shareholders or until their death,
resignation, retirement, removal, or disqualification, or until their
successors have been duly elected and qualified. Vacancies in the
existing Board of Director are filled by majority vote of the remaining
Directors. The officers serve at the will of the Board of Directors.
There are no family relationships between any executive officer and
director.
20
Significant Employees
Other than those individuals described below, RRUN does not have any
employees who are not executive officers that are expected to make a
significant contribution to the business .
Section 16(a) Beneficial Ownership Reporting Compliance
The following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during
the most recent fiscal year:
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
-------------------------- ------- -------------- -------------
Ray A. Hawkins 1 0 0
CEO, President and Director
Edwin Kwong 1 0 0
COO, CFO, Treasurer, Secretary and Director
Saya Kyvrikosaios 1 0 0
Chief Venture Development. Officer and Director
Pavel Bains 1 0 0
Executive Vice President , Media & Entertainment
Emanuel Koseos 1 0 0
Chief Technology Officer
Note: Form 3 was filed by each Director within 30 days of the
occurrence of the event necessitating the filing. Such event was the
appointment by the Company to the Board of Directors or as an Officer
of the Company .
Item 10. Executive Compensation
The following table sets forth certain information as to our President
and the highest paid officers and directors for our last fiscal year
ended June 30, 2001. No other compensation was paid to any such
officers or directors during this time period.
21
Annual Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/ LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs(#) payouts($)tion
---- ----- ---- -------- ----- ------ ------- ------- --------- ----
Christine
Cerisse President, 2001 $ 0 0 0 0 0 0 0
and Director
Robert
Hemmer- Secretary 2001 $ 0 0 0 0 0 0 0
ling and
Director
As of June 30, 2001, no retirement, pension or insurance programs or
other similar programs have been adopted by RRUN for the benefit of its
employees.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table lists as of August 7, 2001, the beneficial
ownership of RRUN's common stock by each person known by RRUN to
beneficially own more than 5% of RRUN's common stock outstanding and by
the officers and directors of RRUN as a group. Except as otherwise
indicated, all shares are owned directly. RRUN knows of no other person
who is the beneficial owner of more than five percent of RRUN's common
stock. The table indicates the number and percentage of shares held
before and after the merger adopted by the stockholders. Unless
specifically indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.
Shares Beneficially Shares to be
Directors, Officers and 5% Owned Beneficially Owned
Stockholders Prior to Acquisition After Acquisition
-------------------------- ---------------------- ------------------
Number Percent Number Percent
------ ------- ------ -------
550605 B.C. Ltd.(5) 0 0 140,700(1) 6.3%
4th Floor, 62 W. 8th Avenue
Vancouver, B.C. V5Y 1M7
Ray A. Hawkins(5) 0 0 162,489(2) 7.3%
71-1075 Granville Street
Vancouver, B.C. V6Z 1L4
Pavel Bains(5)9351 Granville 0 0 131,500(2) 5.9%
Street
Richmond, B.C. V6Y 1P9
Edwin Kwong(5) 0 0 119,000(2) 5.4%
#5 - 744 West 7th Avenue
Vancouver, B.C. V5Z V5Z 1B8
Saya Kyvrikosaios(5) 0 0 119,000(2) 5.4%
#306 - 1139 West Broadway
Vancouver, B.C. V6H 1G1
Pickwick Company(6) 0 0 200,000(3) 9.0%
#267 - 1755 Robson Street
22
Vancouver, B.C. V6G 3B7
Gurpal Johal(5) 0 0 200,000(3) 9.0%
18536 58 B Street
Surry, B.C. V3S 5X9
EMH, LLC(7) 0 0 80,000(3) 3.6%
25 Flint Hill Road
West Tisbury, MA 02575
USA
Carl Jennings(5) 0 0 103,000(3) 4.6%
7413 Oskaloosa Drive
Derwood, MD 20855-2651
USA
Christine Cerisse 30.4% 152,000 6.8%
Suite 104, 1456 St. Paul St.
Kelowna, British Columbia
Canada V1Y 2E6
Bob Hemmerling 30.4% 152,000 6.8%
Suite 104, 1456 St. Paul St.
Kelowna, British Columbia
Canada VIY 2E6
All United Management directors 60.8% N/A N/A
and officers as a group
(2 persons)
All RRUN directors and 1,775,689(4) 79.3%
officers as a group (3 persons)
(1) Ray A. Hawkins owns 74% of 550605 B.C. Ltd.
(2) Includes 100,000 shares issuable upon the exercise of options.
(3) Issuable upon the exercise of options.
(4) Includes 300,000 shares issuable upon the exercise of options.
(5) These RRUN Ventures Inc. shareholders received the shares indicated
upon consummation of the merger on August 17, 2001.
(6) Pickwick Company is 100% owned by Lawrence Austin, 520-177
Telegraph Rd.,Bellingham, WA 98226.
(7) EMH, LLC is 100% owned by Norman B. Hall, 25 Flint Hill Rd, West
Tisbury, MA02575.
Management
Ray Hawkins - Director, President & CEO. As the President & CEO, Mr.
Hawkins duties include the forging of business development, securing of
partnerships, and overseeing product development, and marketing
campaigns. Mr. Hawkins is a serial entrepreneur with over a decade of
experience in the fields of media, entertainment,
and marketing. From 1990-1995, Mr. Hawkins operated his own music
artist management firm, RAH Talent. During that time Mr. Hawkins also
acted as the CEO of Empire Communications, a record label that produced
a number of cutting edge music artists. From 1993-1997 Mr. Hawkins
acted as a music consultant, procuring cutting edge music for movie and
television production houses like Paramount Pictures and video game
companies like Electronic Arts. From 1996-1999 Mr. Hawkins was the
founder, President, and CEO of TAXI Communications Network Inc., a
leading edge media and marketing firm that produced a popular local
culture magazine, TAXI Vancouver, and developed urban based marketing
campaigns for companies like Labatt Breweries, Universal Music, Virgin
Megastore and Molson Canada.
23
Edwin Kwong - Director, COO and CFO. Mr. Kwong uses his background in
finance and project management to oversee the day-to-day operations of
RRUN. Mr. Kwong has over 5 years of international management consulting
experience in Project Management and Finance in Canada and Asia. In
1993 Mr. Kwong received a Bachelor of Commerce in Finance from the
University of British Columbia. In 1996 Mr. Kwong received a Graduate
Diploma in Asian Pacific Management. From 1994-1996 Mr. Kwong worked
as Investment Advisor Assistant for Great Pacific Management in
Vancouver. From 1996 to 1997 Mr. Kwong acted as a consultant in Hong
Kong for Manulife International Ltd. and Ernst and Young Management
Consulting. From 1997-1998 Mr. Kwong was a Project Executive for
Hopewell Holdings in Hong Kong and Indonesia. In 1998 Mr. Kwong
completed his Level 1 examination in the Chartered Financial Analyst
program. From 1999-2000 Mr. Kwong was the Senior Business Specialist
for Intria Items Inc., a financial technology solutions division of
Canadian Imperial Bank of Commerce.
Saya Kyvrikosaios - Director, Chief Development Officer . Mr.
Kyvrikosaios is a well-diversified management and technology
professional and uses his skills and experience to lead the product and
technology development for RRUN. From 1991-1995 Mr. Kyvrikosaios acted
as the Branch Manager and Implementation Consultant for Laurentian
Bank. From 1995-1998 Mr. Kyvrikosaios was the Project Manager and
Technology Implementation Consultant for Credit Union Enterprise
Datawest Ltd. From 1998-2000 Mr. Kyvrikosaios acted as the Project
Leader of Western Canada for INTRIA Items Inc., a subsidiary of the
Canadian Imperial Bank of Commerce. In 1999 Mr. Kyvrikosaios received
his Bachelor's degree in Business Administration from Simon
Fraser University.
Pavel Bains, Executive Vice President, Media & Entertainment.
Mr. Bains has over five years of experience in marketing and promotion,
e-commerce development, and business strategy. Prior to RRUN, Mr. Bains
was employed as a Marketing Representative for both Labatt Breweries
and Budweiser where he produced promotional and marketing programs
aimed at the urban market. Mr. Bains has also tenured with the
National Basketball Association's Vancouver Grizzlies in a media
relations role. Mr. Bains has a Bachelor's degree in Business
Administration from Simon Fraser University where he won a top-
consulting award for his work for Amazon.com.
Emanuel Koseos, Chief Technology Officer. Mr. Koseos has two decades of
diverse leadership experience with a variety of entrepreneurial, high
technology, and market-making businesses. His most recent role was as a
Senior Engineer at Ericsson Incorporated (U.S.). Mr. Koseos continues
his entrepreneurial interests through Kaph Data Engineering, as an
independent business development consultant specializing in
systems integration and Internet technologies. Mr. Koseos is a member
of MIT Technology Panel, USENIX, Adobe Developer Group, Linux Kernel
Hackers, Active Perl Developers, Rational Partners, DevX, and
SiteBuilder Networks. He maintains business partnerships with Amazon,
Beyond, Infoseek, ATT, Talk City, and Real Networks Internet-based
businesses.
24
Item 12. Certain Relationships and Related Transactions
Except as disclosed below, none of the following parties since the date
of RRUN's incorporation has had any material interest, direct or
indirect, in any transaction with RRUN or in any presently proposed
transaction that, in either case, has or will materially
affect RRUN.
- Director or officer of RRUN
- Proposed nominee for election as a director of RRUN
- Person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all outstanding
shares of RRUN.
- Promoter of RRUN
- Relative or spouse of any of the foregoing persons
Certain Relationships and Related Transactions
1. Incentive Stock Options. Option rights issued to Officers and
Directors under our Incentive Stock Option Plan. A copy of the Plan as
well as Incentive Stock Option Agreements for each Executive Officer
and Director are attached as Exhibits to this filing.
2. As of June 30, 2001, RRUN Ventures, Inc. owed a total of $251,821 to
RRUN Ventures, Inc.'s President and CEO, Ray Hawkins. RRUN is
obligated to repay such loans. There is no loan agreement in place for
funds forwarded to RRUN Ventures, Inc. This debt is interest free and
has no specific terms of repayment. In exchange for a reduction of
$37,944 indebtedness by RRUN, Ray Hawkins subscribed to additional
shares of common stock of the Company. Such stock subscriptions are
described in further detail under the "Resent Sales of Unregistered
Securities". In addition, at September 1, 2001, Ray Hawkins was
granted the option to convert to common shares an additional $20,000 in
debt owed by the Company. The terms of such conversion are that Ray
Hawkins is granted the right to convert such debt to stock at $0.02 per
share; however, Ray Hawkins cannot execute such conversion until after
February 28, 2002.
3. Emanuel Koseos, our Chief Technology Officer, is the owner of Kaph
Data Engineering Inc. Kaph is a related party to RRUN as follows: (1)
RRUN Ventures Inc. owned 15% of Kaph Data Engineering inc. As of August
17, 2001 RRUN now owns that 15% of Kaph Data Engineering inc. as a
result of the merger between United Management Inc. and RRUN Ventures
Inc. and (2) Kaph provided and may continue to provide professional
services to RRUN. Compensation paid to Kaph for such services
is determined at the fair market value of such services customarily
paid in the industry.
25
PART IV
Item 13. Exhibits, Financial Statements Schedules and Reports on Form
8-K Exhibits
Item 13(a) Financial Statements
RRUN's audited Financial Statements, as described below, are attached
hereto.
1. Audited Financial Statements
(a) Report of Independent Auditor
(b) Balance Sheet
(c) Statements of Operations and Deficit
(d) Statement of Cash Flows
(e) Statement of Stockholder's Deficiency
(f) Notes to Financial Statements
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
AUDITORS' REPORT
To the Shareholders
RRUN Ventures Network Inc.
(Formerly United Management, Inc.)
(A development stage company)
We have audited the balance sheet of RRUN Ventures Network Inc.
(formerly United Management, Inc.) (a development stage company)
as at June 30, 2001 and the statements of operations and deficit
accumulated during the development stage, cash flows and
stockholders' equity 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 United States 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. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
June 30, 2001 and the results of its operations and cash flows
for the year then ended in accordance with United States
generally accepted accounting principles.
Without qualifying our opinion, we draw attention to Note 1 to
the financial statements. The Company has incurred a net loss of
$102,458 since inception and has not attained profitable
operations and is dependent on obtaining adequate financing to
fulfil its development activities. These factors raise
substantial doubt that the Company will be able to continue as a
going concern.
The financial statements as at June 30, 2000, and for the period
from inception, January 29, 1997, to June 30, 2000, were audited
by other auditors who expressed an opinion without reservation on
these financial statements in their reports dated July 17, 2000
and August 24, 1999.
Vancouver, B.C. /s/ Morgan & Company
September 18, 2001 Chartered Accountants
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
BALANCE SHEET
(Stated in U.S. Dollars)
--------------------------------------------------------------------------
JUNE 30
2001 2000
--------------------------------------------------------------------------
ASSETS
Restricted Cash (Note 3) $ 117,541 $ -
==========================================================================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 75,805 $ 3,235
Loans payable 13,106 -
---------------------------
88,911 3,235
Common Shares Subject To Reconfirmation
(Note 3) 115,368 -
---------------------------
204,279 3,235
---------------------------
SHAREHOLDERS' DEFICIENCY
Share Capital (Note 3)
Authorized:
100,000,000 common shares,
par value $0.0001 per share
Issued and outstanding:
500,000 common shares at June 30, 2001 50 50
Additional paid-in capital 15,670 15,670
Deficit (102,458) (18,955)
---------------------------
(86,738) (3,235)
---------------------------
$ 117,541 $ -
==========================================================================
Approved by the Directors:
-------------------------------- --------------------------------
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
(Stated in U.S. Dollars)
---------------------------------------------------------------------------
INCEPTION
JANUARY 29
1997 TO
YEAR ENDED JUNE 30 JUNE 30
2001 2000 1999 2001
---------------------------------------------------------------------------
Expenses
Office and sundry $ 4,886 $ 6,278 $ 350 $ 11,514
Professional fees 80,790 10,654 1,623 93,067
Stock based
compensation for
organizational
costs - - - 50
-----------------------------------------------------
85,676 16,932 1,973 104,631
-----------------------------------------------------
Less: Interest Income (2,173) - - (2,173)
---------------------------------------------------------------------------
Net Loss For The Period 83,503 16,932 1,973 $ 102,458
============
Deficit, Beginning
Of Period 18,955 2,023 50
-------------------------------------
Deficit, End Of
Period $ 102,458 $ 18,955 $ 2,023
===========================================================
Net Loss Per Share $ (0.13) $ (0.03) $ (0.01)
===========================================================
Weighted Average
Number Of Shares
Outstanding 667,521 500,000 500,000
===========================================================
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
---------------------------------------------------------------------------
INCEPTION
JANUARY 29
1997 TO
YEAR ENDED JUNE 30 JUNE 30
2001 2000 1999 2001
---------------------------------------------------------------------------
Cash Flows From Operating
Activities
Net loss for the
Period $(83,503) $ (16,932) $ (1,973) $ (102,458)
Non-cash transactions:
Stock-based
compensation for
organizational
costs - - - 50
Third party expenses
paid by affiliate on
behalf of the
Company, recorded as
additional paid-in
capital - 15,670 - 15,670
Adjustments To Reconcile
Net Loss To Net Cash
Used By Operating
Activities
Accounts payable and
accrued liabilities 72,570 1,262 1,973 75,805
Loans payable 13,106 - - 13,106
-----------------------------------------------------
2,173 - - 2,173
-----------------------------------------------------
Cash Flows From
Financing Activity
Common stock subject
to reconfirmation 115,368 - - 115,368
-----------------------------------------------------
Change In Cash 117,541 - - 117,541
Cash, Beginning
Of Period - - - -
-----------------------------------------------------
Cash, End Of Period $ 117,541 $ - $ - $ 117,541
===========================================================================
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' DEFICIENCY
JUNE 30, 2001
(Stated in U.S. Dollars)
Additional
Paid-In
Shares Amount Capital Deficit Total
------------------------------------------------------
Shares issued for cash
at $0.0001 500,000 $ 50 $ - $ (50) $ -
------------------------------------------------------
Balance, June 30, 1997
and 1998 500,000 50 - (50) -
Loss for the year - - - (1,973) (1,973)
------------------------------------------------------
Balance, June 30, 1999 500,000 50 - (2,023) (1,973)
Third party expenses
paid by affiliate on
behalf of the Company,
recorded as additional
paid-in capital - - 15,670 - 15,670
Loss for the year - - - (16,932) (16,932)
------------------------------------------------------
Balance, June 30, 2000 500,000 50 15,670 (18,955) (3,235)
Loss for the year - - - (83,503) (83,503)
------------------------------------------------------
Balance, June 30, 2001 500,000 $ 50 $ 15,670 $(102,458) $(86,738)
======================================================
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A.
on January 29, 1997.
b) Development Stage Activities
The Company has been in the development stage since
inception and has no operations to date. The Company's
continuing operation, and ultimately the attainment of
profitable operations, is dependent upon obtaining adequate
financing to fulfill its business objectives and achieve a
level of sales adequate to support the Company's cost
structure.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in
the United States. 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.
The 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) Development Stage Company
The Company is a development stage company as defined in the
Statements of Financial Accounting Standards No. 7. The
Company is devoting substantially all of its present efforts
to establish a new business and none of its planned
principal operations have commenced. All losses accumulated
since inception have been considered as part of the
Company's development stage activities.
b) 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 for the reporting period. Actual results could
differ from these estimates.
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
c) Income Taxes
The Company has adopted Statement of Financial Accounting
Standards No. 109 - "Accounting for Income Taxes" (SFAS
109). This standard requires the use of an asset and
liability approach for financial accounting and reporting on
income taxes. If it is more likely than not that some
portion or all if a deferred tax asset will not be realized,
a valuation allowance is recognized.
d) Financial Instruments
The Company's financial instruments consist of accounts
payable and accrued liabilities, and loans payable.
Unless otherwise noted, it is management's opinion that this
Company is not exposed to significant interest or credit
risks arising from these financial instruments. The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.
e) Net Loss Per Share
The loss per share is calculated using the weighted average
number of common shares outstanding during the year. Fully
diluted loss per share is not presented, as the impact of
the exercise of options is anti-dilutive.
3. SHARE CAPITAL
In December 2000, the Company completed an initial public
offering of 288,420 common shares at $0.40 per share for cash
proceeds of $115,368. The proceeds of the offering and the
common shares issued pursuant thereto are being held in an
escrow account, and shall remain in the escrow account until
an acquisition meeting specific criteria is completed. Before
the acquisition can be completed, and before the deposited
funds and deposited securities can be released to the Company
and the investors, respectively, the Company is required to
update its registration statement with a post-effective
amendment, and within five business days after the effective
date thereof, the Company is required to furnish the investors
with the prospectus produced thereby containing the terms of a
reconfirmation offer and information regarding the proposed
acquisition candidate and its business. Investors must have
no fewer than 20 and no more than 45 business days from the
effective date of the post-effective amendment to decide to
reconfirm their investment and remain an investor or,
alternately, require the return of their investment. Each
investor shall have 20 business days from the date of this
prospectus to reconfirm their investment. Any investor not
making any decision within the 20 business day period will
automatically have their investment returned.
RRUN VENTURES NETWORK INC.
(Formerly United Management, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Stated in U.S. Dollars)
3. SHARE CAPITAL (Continued)
If the Company does not complete an acquisition meeting the
specified criteria within 18 months of the effective date of
its initial public offering, all of the deposited funds in the
escrow account must be returned to investors.
4. ACQUISITION AGREEMENT
In December 2000, the Company executed an agreement with RRUN
Ventures Inc., a private Nevada corporation, and its
shareholders to acquire all of the issued and outstanding
common shares of RRUN Ventures Inc. in exchange for 305,439 of
the Company's common shares. Consummation of this transaction
is conditional, among other things, upon the acceptance of the
reconfirmation offer by the holders of at least 80% of the
common shares subscribed for in the initial public offering
described in Note 3.
5. SUBSEQUENT EVENTS
Subsequent to June 30, 2001:
a) The cash and common shares described in Note 3 were released
from escrow as a result of the reconfirmation by the
investors of their investment.
b) The Company completed the acquisition described in Note 4
and issued 305,439 common shares.
c) The Company's shareholders approved a name change to RRUN
Ventures Network Inc.
Item 13(b) Exhibits
2.1 Agreement and Plan of Reorganization (1)
2.2 Amendment to Merger Agreement (1)
3.1 Amended Articles of Incorporation (1)
3.2 Amended Bylaws
3.3 Stock Option Plan of RRUN Ventures Network, Inc.
16.0 Letter from Cordovano & Harvey (2)
21.0 Subsidiaries of the Registrant
99.1 Risk Factors
99.2 Press Release dated October 11, 2001
99.3 Press Release dated October 10, 2001
99.4 Incentive Stock Option Agreement with Ray Hawkins
99.5 Incentive Stock Option Agreement with Edwin Kwong
99.6 Incentive Stock Option Agreement with Saya Kyvrikosaios
99.7 Incentive Stock Option Agreement with Pavel Bains
99.8 Incentive Stock Option Agreement with Emanuel Koseos
(1) Incorporated into this Form 10-KSB by reference to the Registrant's
previous filing of this Exhibit in its Form 8-K filed with the
Commission on August 20, 2001.
(2) Letter dated August 28, 2001 is incorporated into this Form 10-KSB
by reference to the Registrant's previous filing of this Exhibit in its
Form 8-K/A filed with the Commission on September 17, 2001.
Item 13(c) Reports on Form 8-K
None
Subsequent Events
On August 20, 2001 RRUN filed Form 8-K to report the following events
occurring on August 17, 2001: Acquisition of Assets in relation to the
merger between United Management and RRUN, Resignation of Director,
Change in Certifying Accountants, Change in Fiscal Year and Change in
Corporate Name. Financial Statements of Business Acquired and Pro forma
financial information were filed with this report.
On September 17, 2001 RRUN filed Form 8-K/A to amend its earlier report
to describe in Item 4 the changes in RRUN's certifying accountant and
to attach to this report a copy of the response from its predecessor
accountant.
38
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RRUN Ventures Network, Inc.
By:
/s/ Ray Hawkins
----------------------------
Ray Hawkins, President
Date: October 15, 2001
In accordance with the Securities Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By:
/s/ Ray Hawkins
-----------------------------
Ray Hawkins, Director
Date: October 15, 2001
/s/ Edwin Kwong
----------------------------
Edwin Kwong, Director
Date: October 15, 2001
/s/Saya Kyvrikosaios
--------------------------
Saya Kyvrikosaios, Director
Date: October 15, 2001
39