-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Io0sx/w21NPiGDTndAu6jnDnFlS3xlHLZw/RCtZoiAnS4vIiGyilCar9O4dZk8tB 0Fcn41FaFUqbRCZCfzCwog== 0000912057-00-024069.txt : 20000516 0000912057-00-024069.hdr.sgml : 20000516 ACCESSION NUMBER: 0000912057-00-024069 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICABILIA COM INC CENTRAL INDEX KEY: 0001091356 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 650142472 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-29781 FILM NUMBER: 630631 BUSINESS ADDRESS: STREET 1: 9155 LAS VEGAS BLVD SOUTH SUTIE 242 CITY: LAS VEGAS STATE: NV ZIP: 89123 BUSINESS PHONE: 7029148411 MAIL ADDRESS: STREET 1: 9155 LAS VEGAS BOULVEARD STREET 2: SUITE 242 CITY: LAS VEGAS STATE: NV ZIP: 89123 10-Q 1 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 0-29781 AMERICABILIA.COM, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 65-0142472 - --------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 9155 LAS VEGAS BOULEVARD SOUTH, SUITE 242, LAS VEGAS, NEVADA 89123 - -------------------------------------------------------------------------------- (Address of principal executive offices) 702-914-8411 --------------------------- (Issuer's telephone number) NOT APPLICABLE ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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. Yes X No --- --- As of May 8, 2000, the Company had 6,652,692 shares of its $.001 par value common stock issued and outstanding. PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Page ---- Condensed Consolidated Balance Sheets at March 31, 2000 and December 31, 1999...................................F-1 Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2000 and for the period from March 2, 1999 (Date of Inception) through March 31, 1999.............F-3 Condensed Consolidated Statements of Stockholders' Equity for the Three Months ended March 31, 2000 and for the period from March 2, 1999 (Date of Inception) through March 31, 1999.............F-4 Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2000 and for the period from March 2, 1999 (Date of Inception) through March 31, 1999 ............F-5 Notes to Condensed Consolidated Financial Statements........................F-7
AMERICABILIA.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) MARCH 31, 2000 AND DECEMBER 31, 1999 - --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31, 2000 1999 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 43,845 $ 323,127 Accounts receivable, net 270,657 236,583 Inventories 648,921 446,448 Prepaid expenses and deposits 17,935 23,796 ---------- ---------- Total current assets 981,358 1,029,954 PROPERTY AND EQUIPMENT, Net 148,451 154,399 GOODWILL, Net 266,953 282,061 OTHER ASSETS 7,494 7,494 ---------- ---------- TOTAL $1,404,256 $1,473,908 ========== ==========
See accompanying notes to condensed consolidated financial statements. (Continued) F-1 AMERICABILIA.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) MARCH 31, 2000 AND DECEMBER 31, 1999 - --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31, 2000 1999 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 196,241 $ 224,422 Current portion of long-term debt 9,122 9,122 Income taxes payable 3,549 ----------- ----------- Total current liabilities 205,363 237,093 LOANS FROM STOCKHOLDERS 135,858 34,508 LONG-TERM DEBT, Less current portion 13,087 12,092 ----------- ----------- Total liabilities 354,308 283,693 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $0.01 par value; authorized 50,000,000 shares; 6,652,692 shares issued and outstanding at March 31, 2000 and December 31, 1999 6,653 6,653 Additional paid-in capital 1,657,525 1,637,525 Notes receivable from stockholders for stock (106,500) (104,412) Accumulated deficit (507,730) (349,551) ----------- ----------- Total stockholders' equity 1,049,948 1,190,215 ----------- ----------- TOTAL $ 1,404,256 $ 1,473,908 =========== ===========
See accompanying notes to condensed consolidated financial statements. (Concluded) F-2 AMERICABILIA.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO MARCH 31, 1999 - --------------------------------------------------------------------------------
THREE MONTHS PERIOD FROM ENDED MARCH 2, 1999 TO MARCH 31, 2000 MARCH 31, 1999 REVENUES: Retail/wholesale $ 387,373 $ 7,645 Cost of sales 309,132 2,626 ----------- ----------- Gross profit 78,241 5,019 ----------- ----------- OPERATING EXPENSES: General and administrative expenses 194,005 4,984 Marketing expenses 20,337 -- Depreciation and amortization 23,502 105 Organization costs -- 1,500 ----------- ----------- Total operating expenses 237,844 6,589 ----------- ----------- LOSS FROM OPERATIONS BEFORE INTEREST AND TAXES (159,603) (1,570) ----------- ----------- OTHER (EXPENSE) INCOME: Interest expense (2,733) -- Interest income and other 4,157 -- ----------- ----------- Total other income 1,424 -- ----------- ----------- LOSS FROM OPERATIONS BEFORE INCOME TAXES (158,179) (1,570) BENEFIT FOR INCOME TAXES - Deferred tax benefit -- -- ----------- ----------- NET LOSS $ (158,179) $ (1,570) =========== =========== EARNINGS PER SHARE: Basic - Net loss $ (158,179) $ (1,570) =========== =========== Weighted-average common shares outstanding 6,652,692 15,000 =========== =========== Loss per share $ 0.02 $ 0.01 =========== ===========
See accompanying notes to condensed consolidated financial statements. F-3 AMERICABILIA.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999 - --------------------------------------------------------------------------------
NOTES COMMON STOCK ADDITIONAL RECEIVABLE ------------------------- PAID-IN FROM ACCUMULATED SHARES AMOUNT CAPITAL STOCKHOLDERS DEFICIT TOTAL BALANCE, MARCH 2, 1999 (Date of inception) -- $ -- $ -- $ -- $ -- $ -- Proceeds from issuance to original investors 5,000,000 5,000 495,000 (200,000) 300,000 Proceeds from private placement 1,000,000 1,000 989,178 990,178 Stock issued in connection with acquisition 100,000 100 99,900 100,000 Stock options exercised 15,000 15 14,985 15,000 Effect of a reverse merger accounted for as a recapitalization 537,692 538 (538) Interest income from notes receivable from stockholders (3,412) (3,412) Contributed services of officers and employees 39,000 39,000 Loans payable to officers exchanged for stockholder loans 99,000 99,000 Net loss (349,551) (349,551) --------- ----------- ----------- ----------- ----------- ----------- BALANCE, DECEMBER 31, 1999 6,652,692 6,653 1,637,525 (104,412) (349,551) 1,190,215 Contributed services of officers and employees 20,000 20,000 Interest income from notes receivables from stockholders (2,088) (2,088) Net loss (158,179) (158,179) --------- ----------- ----------- ----------- ----------- ----------- BALANCE, MARCH 31, 2000 6,652,692 $ 6,653 $ 1,657,525 $ (106,500) $ (507,730) $ 1,049,948 ========= =========== =========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements. F-4 AMERICABILIA.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO MARCH 31, 1999 - --------------------------------------------------------------------------------
THREE MONTHS PERIOD FROM ENDED MARCH 2, 1999 TO MARCH 31, 2000 MARCH 31, 1999 CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: Net loss $(158,179) $ (1,570) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23,502 105 Contributed services of officers and employees 20,000 1,000 Changes in operating assets and liabilities, net of effects from acquisition of businesses: Increase in trade accounts receivable (34,074) (2,315) Increase in inventories (203,468) -- Decrease in prepaid assets and deposits 5,861 -- Decrease in trade accounts payable and accrued expenses (27,188) -- Decrease in income taxes payable (3,549) -- --------- --------- Net cash used in operating activities (377,095) (2,780) --------- --------- CASH FLOWS USED IN INVESTING ACTIVITIES: Purchase of property and equipment (2,444) (6,245) --------- --------- Net cash used in investing activities (2,444) (6,245) --------- --------- CASH FLOWS USED IN FINANCING ACTIVITIES: Increase in interest receivables from loans to shareholders (2,088) -- Proceeds from loans 3,336 Payments on loans (2,341) Loans from stockholders 101,350 -- Common stock issued 15,000 --------- --------- Net cash provided by financing activities 100,257 15,000 --------- --------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (279,282) 5,975 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 323,127 -- --------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 43,845 $ 5,975 ========= =========
See accompanying notes to condensed consolidated financial statements. (Continued) F-5 AMERICABILIA.COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 AND PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO MARCH 31, 1999 - --------------------------------------------------------------------------------
THREE MONTHS PERIOD FROM ENDED MARCH 2, 1999 TO MARCH 31, 2000 MARCH 31, 1999 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 2,733 ======= Taxes $ 3,700 =======
See accompanying notes to condensed consolidated financial statements. (Concluded) F-6 AMERICABILIA.COM, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited financial statements include the consolidated accounts of americabilia, com, Inc. together with its subsidiaries, (collectively referred to herein as "the Company"). All material intercompany balances and transactions have been eliminated. These statements have been prepared in conformity with accounting principles generally accepted in the United States of America and used in preparing the Company's annual audited consolidated financial statements but do not contain all of the information and disclosures that would be required in a complete set of audited financial statements. They should, therefore, be read in conjunction with the Company's audited consolidated financial statements and related notes thereto for the period from March 2, 1999 (inception) to December 31, 1999. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial results for the interim periods presented. 2. LONG-TERM DEBT During the first quarter of 2000 the Company's Chairman and President loaned the Company $50,000 each under terms similar to their previous loans. See the Related Party Note 6. 3. LEASES During the first quarter of 2000, the Company rented production equipment under a three-year operating lease for $1,600 per month which included maintenance and certain supplies. 4. STOCKHOLDERS' EQUITY EARNINGS PER SHARE - Basic EPS is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income by common and common equivalent shares outstanding for the period. Options to purchase common stock, whose exercise price was greater than the average market price for the period, have been excluded from the computation of diluted EPS. For the three months ended March 31, 2000 and for fiscal 1999, there were no dilutive options, as the options would have been anti-dilutive due to the net loss for the period. 5. INCOME TAXES SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. A valuation allowance has been established on the computed deferred tax asset at March 31, 2000 and December 31, 1999 due to the uncertainties associated with realizing such assets in the future. F-7 6. RELATED PARTY TRANSACTIONS The Company's chairman of the board and the Company's president, each loaned the Company $50,000 in the first quarter of 2000, which bears interest at the rate of eight percent per annum and is due and payable in February 2001. 7. SUBSEQUENT EVENTS The Company secured a $350,000 line of credit in April 2000 and drew down $100,000 for inventory purchases. The line of credit bears interest at 9% and must be paid in full for at least thirty days during any 12-month period. 8. SEGMENT REPORTING The Company has two reportable segments based upon products offered: retail sales and corporate operations, and wholesale distribution and manufacturing. The Company evaluates each segment's performance based on segment operating profit. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. Information pertaining to the operations of reportable segments is as follows: F-8
FOR THE THREE MONTHS ENDED MARCH 31, 2000 WHOLESALE RETAIL AND DISTRIBUTION AND CORPORATE MANUFACTURING TOTAL Revenues from external customers $ 130,638 $ 256,735 $ 387,373 Intersegment revenues -- 39,525 39,525 Depreciation and amortization 18,970 4,532 23,502 Interest income and other 3,396 761 4,157 Intersegment interest income 2,874 2,874 Interest expense 1,352 1,381 2,733 Intersegment interest expense 2,874 2,874 Segment (loss) income before interest and taxes (132,326) (27,277) (159,603) Net (loss) income before taxes (129,521) (28,658) (158,179) Income tax (benefit) provision -- -- -- Net property and equipment 58,526 89,925 148,451 RECONCILIATION OF SEGMENT REVENUES TO CONSOLIDATED REVENUES Total revenues for reportable segments $ 426,898 Elimination of intersegment revenues 39,525 --------- Total consolidated revenues $ 387,373 =========
F-9 Significantly all (over 95 percent) of the Company's sales are in the United States.
FOR THE PERIOD FROM MARCH 2, 1999 (INCEPTION) FOR RETAIL AND CORPORATE AND FROM RETAIL WHOLESALE TO MARCH 31, 1999 AND DISTRIBUTION AND CORPORATE MANUFACTURING TOTAL Revenues from external customers $ 7,645 $ -- $ 7,645 Intersegment revenues -- -- Depreciation and amortization 105 -- 105 Segment (loss) income before interest and taxes (1,570) -- (1,570) Net (loss) income before taxes (1,570) (1,570) Income tax (benefit) provision -- -- -- Net property and equipment 6,140 -- 6,140 RECONCILIATION OF SEGMENT REVENUES TO CONSOLIDATED REVENUES Total revenues for reportable segments $ 7,645 Elimination of intersegment revenues -- ------- Total consolidated revenues $ 7,645 =======
Significantly all (over 95 percent) of the Company's sales are in the United States. Prior to August 11, 1999, the Company had no Wholesale Distribution and Manufacturing segment. ****** F-10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OVERVIEW SPECIAL FACTORS AFFECTING THE COMPARABILITY OF CURRENT QUARTER AND PRIOR PERIOD OPERATING RESULTS The following discussion should be read in conjunction with, and is qualified in its entirety by our unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2000 and for the period from March 2, 1999 (Date of Inception) through March 31, 1999. The Company was formed on March 2, 1999. The Company did not achieve substantial operations until after March 31, 1999. Further, the Company acquired Unique Images in the third quarter of 1999. The period presented in the condensed consolidated financial statements from March 2, 1999 through March 31, 1999 is not a full three months of operations and was during the development stage of the Company. Such period may not be comparable to the three months ended March 31, 2000. The period from March 2, 1999 through March 31, 1999 is referred to herein as the "March 1999 period" while the period from January 1, 2000 through March 31, 2000 is referred to herein as the "March 2000 quarter". DESCRIPTION OF BUSINESS The Company is engaged in direct internet merchandising of American-themed collectibles, gifts, and memorabilia. The Company manufactures and assembles its own products and also purchases products from a number of sources. The Company's products are marketed on an internet shopping site, www.americabilia.com. The Company strives to offer its customers a broad selection of products, a convenient shopping experience, and a competitive price. The Company commenced with organizational and operational activities on March 2, 1999 in Nevada as americabilia.com. The Company offers both framed memorabilia which it manufactures and products which it acquires from suppliers. Generally, the products acquired from suppliers are purchased by the Company, shipped by the supplier to the Company's facilities in Nevada and held in inventory until sale and shipment to customers. In selected instances, the Company purchases products from suppliers which drop ship the products to the Company's customers. In each instance, the Company acquires title to the product from the supplier and has all risks and rewards of ownership of the product. In each instance, the Company and not the supplier bears the risk of collection. In the case the customer returns the product, the product is returned to the Company and held by the Company in inventory for sale to a future customer. The Company acts as principal and not agent in connection with all product sales. On August 11, 1999, the Company acquired the outstanding capital stock of Veltre Enterprises, Inc. dba Unique Images. Unique Images designs and manufactures Hollywood and sports memorabilia for fine art and memorabilia galleries. Unique Images also provides high volume and custom picture framing services. Unique Images uses computerized joiner and mat cutting equipment. The purchase price paid for Unique Images consisted of (i) $200,000 in cash, (ii) a Promissory Note in the original principal amount of $200,000 and (iii) 100,000 shares of the Rule 506 common stock of americabilia.com Nevada. The stock was issued at its fair value on the issue date of $1.00 per share or $100,000 in total. The Promissory Note was paid in full in November 1999. As part of the purchase, americabilia.com Nevada agreed to lease from Keith 1 Veltre and his affiliates the premises that are used for Unique Images' business operations as well as certain business equipment. The Company was originally organized under the laws of the state of Florida on August 22, 1989 under the name First Zurich Investments, Inc. On November 15, 1996, the name of the entity was changed to Terra International Pharmaceuticals, Inc. On September 7, 1999, the entity's name was changed to americabilia.com, Inc. On September 17, 1999, the Company conducted a recapitalization through the merger of americabilia.com Nevada with and into Worldwide Collectibles, Inc., a Nevada corporation and a wholly owned subsidiary of the Company formed for the purpose of the merger. Pursuant to an Agreement of Merger dated September 14, 1999, each of the former stockholders of americabilia.com Nevada received one (1) share of Common Stock, in exchange for their shares of americabilia.com Nevada. As a result of the acquisition, a total of 6,115,000 shares of common stock were issued to the former shareholders of americabilia.com Nevada. Prior to its acquisition of americabilia.com Nevada, the Company did not have any operations. For accounting purposes, the acquisition has been treated as a recapitalization of americabilia.com with americabilia.com as the acquirer (reverse merger). As a result of this transaction the Company became a publicly traded company. The recapitalization was accounted for by adjusting common stock by $537 for the 537,690 shares of common stock held by the shareholders at the time that the entity was known as Terra International Pharmaceuticals, Inc. In addition, because the net assets of Terra International Pharmaceuticals, Inc. were $0, paid in capital was decreased by an amount equal to the par value of the 537,690 shares. Prior to the reverse merger, Terra Pharmaceuticals had no operations. The companies involved in the recapitalization included Terra Pharmaceuticals, Terra's wholly owned subsidiary, Worldwide Collectibles, and americabilia.com Nevada. Unique Images is a wholly owned subsidiary of Worldwide Collectibles. REVENUES The Company's revenues increased $379,728 from $7,645 in the March 1999 period to $387,373 in the March 2000 quarter. The increase is due to the fact that in the March 2000 quarter, the Company had three months of operations from both Worldwide Collectibles as well as Unique Images. In the March 1999 period, however, the Company's sales were limited due to the short operating period and the fact that the Company's only sales outlet at that time was within Worldwide Collectibles using Ebay. In the March 2000 quarter, Worldwide Collectibles sales were $130,638 compared to $7,645 for the March 1999 period. Unique Images external sales for the March 2000 quarter were $256,735. External sales refer to sales to third parties, excluding intercompany sales by Unique images to Worldwide Collectibles, Inc. EXPENSES Costs of sales in the March 2000 quarter were $309,132, or 80% of sales compared to $2,626 or 34% of sales in the March 1999 period. The increase in the costs of sales compared to 1999 activity relates to the fact that the March 2000 quarter includes operations from both Worldwide Collectibles and Unique Images whereas the 1999 results included only Worldwide collectibles activity. Additionally, the during the March 1999 period, the Company was not renting inventory warehouse space and had limited operations and inventory. The increase in cost of sales margin from 34% to 80% was due to product mix. 2 General and administrative expenses increased $189,021 from $4,984 in the March 1999 period to $194,005 in the March 2000 quarter due to the Company adding significant staff and commencing as previously mentioned above. Marketing expenses increased by $20,337 in the March 2000 quarter from $0 in the March 1999 period as the Company increased its marketing efforts once a viable Internet and retail showroom were available for customers to visit. Marketing was 5% of revenues for the March 2000 quarter. Several officers of the Company are currently not receiving salaries. However, contributed salary expense has been recognized in the form of contributed capital during the March 2000 quarter ($20,000) and the March 1999 period ($1,000). OTHER INCOME (EXPENSE) Interest expense in the March 2000 quarter was $2,733 due to debt carried by the Company that did not exist in the March 1999 period. Interest income for the March 2000 quarter was $4,157 due to available and interest bearing cash in the March 2000 quarter that did not exist in the March 1999 period as well as interest earned on the loans to shareholders of $2,088. The loans to shareholders related to stock issued in exchange for loans receivable in 1999. LOANS FROM RELATED PARTIES During the March 2000 quarter, Henry E. Cartwright, the Company's Chairman of the Board and Gary Moore, the Company's President, each loaned the Company $50,000. Each of these loans bear interest at the rate of eight percent (8%) per annum and are due and payable on February 28, 2001. NET LOSS The Net Loss in the March 2000 quarter compared to the March 1999 period increased by $156,609 from $1,570 to $158,179 as a result of corporate operations and due to the results of operations for World Wide Collectibles and from Unique Images whose operations were acquired on August 11, 1999 as discussed above. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2000, the Company had cash and cash equivalents of $43,845. The Company had working capital of $775,001 and stockholders' equity of $1,049,948. Cash decreased by $279,282 during the March 2000 quarter as compared to December 31, 1999. The decrease was primarily as a result of inventory purchases of $202,473 and the loss from operations of $158,179 offset by loans from officers of $100,000. Cash flow from operations is expected to be sufficient to pay operating costs of the Company during the remainder of fiscal 2000. However the Company expects to raise additional funds through a combination of private placements, public offerings of its stock or bank loans in order to expand operations and increase its technical infrastructure and inventory. However, there can be no assurance that any additional financing, if needed to meet liquidity needs, will be available to us on favorable terms or at all. There can be no assurance that our estimate of foreseeable liquidity needs is accurate or that no new business developments or other unforeseen events will not occur, any of which could result in the need to raise additional funds. We expect that the adequacy of our operating cash flow will depend upon: 3 - customer acceptance of our products; - the continued development of the Internet market as a source for our products; - the intensity of our competition; - the efficiency of operations; - the depth of customer demand, and the effectiveness of our marketing and promotional efforts. RECENTLY ISSUED ACCOUNTING STANDARDS The Financial Accounting Standards Board recently issued FAS No. 137, "Deferral of FAS 133 Accounting for Derivatives" which delays the implementation of that pronouncement to June 15, 2000. The Company does not expect this pronouncement to have any significant effect on its financial statements, however, the Company has not determined what effect, if any, that FAS 133 may have on our results of operations. FORWARD LOOKING STATEMENTS The Private Securities Litigation Reform Act provides a "safe harbor" for certain forward-looking statements. Certain matters discussed in this filing could be characterized as forward-looking statements such as statements relating to plans for future expansion, as well as other capital spending, financing sources and effects of regulation and competition. Such forward-looking statements involve important risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company invests its cash and cash equivalents in FDIC insured savings accounts which, by their nature, are not subject to interest rate fluctuation. As of March 31, 2000, the Company had $157,072 in borrowings. The borrowings are related to capitalized leases and loans from officers and directors which, by their nature, are not subject to interest rate fluctuations. 4 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Not applicable. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS 27.1 Financial Data Schedule (B) REPORTS ON FORM 8-K None. 5 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICABILIA.COM, INC. (Registrant) Dated: May 12, 2000 By: /s/ Gary Moore ----------------------------------- Gary Moore, President Dated: May 12, 2000 By: /s/ Dixie L. Cartwright ----------------------------------- Dixie L. Cartwright, Treasurer (Principal Financial Officer) 6 EX-27.1 2 EXHIBIT 27.1
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FINANCIAL STATEMENTS CONTAINED THEREIN. 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 43,845 0 270,657 0 648,921 981,358 148,451 0 1,404,256 205,363 0 0 0 6,653 1,043,295 1,404,256 387,373 387,373 309,132 546,976 0 0 2,733 (158,179) 0 (158,179) 0 0 0 (158,179) (0.02) (0.02)
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