SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended August 31, 2000
Commission File Number 33-96638-A
ecom ecom.com, inc.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0538051
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3801 PGA Boulevard, Suite 1000
-----------------------------------------------------------
(Address of principal executive offices)
(561) 622-4395
----------------------------------------------------
(Registrant's telephone number, including area code)
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 preceding 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 August 31, 2000, the issuer had 15,926,863 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes __ No -X-
<PAGE>
ecom ecom.com, Inc. Form 10-QSB
August 31, 2000
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Independent Accountant's Report ......................... 3
Consolidated Balance Sheets:
August 31, 2000 and May 31, 2000 (Unaudited) .......... 4
Consolidated Statements of Operations:
Three-Months Ended August 31, 2000 and
1999 (Unaudited) ...................................... 5
Consolidated Statements of Shareholders' Equity:
Years Ended May 31, 2000 and 1999 and the
Three Months Ended August 31, 2000 (Unaudited) ........ 6
Consolidated Statements of Cash Flows:
Three Months Ended August 31, 2000 and 1999
(Unaudited) ........................................... 7
Notes to Consolidated Financial Statements .............. 9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION .................................... 18
PART II OTHER INFORMATION
ITEMS 1-6 ............................................... 21
2
<PAGE>
Wieseneck, Andres & Company, P.A.
Certified Public Accountants
772 U.S. Highway 1, Suite 200
North Palm Beach, Florida 33408
(561) 626-0400
Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida
Independent Accountant's Report
To the Board of Directors and Stockholders
eCom eCom.com, Inc.
We have reviewed the accompanying Balance Sheets of eCom eCom.com, Inc. and
consolidated subsidiaries as of August 31, 2000 and May 31, 2000, and the
related Consolidated Statements of Operations, Shareholders' Equity and Cash
Flows for the three-month periods ended August 31, 2000 and 1999. These
financial statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company's current liabilities exceed the current
assets by $900,000 and the Company has incurred net operating losses since
inception. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are
described in the notes. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Wieseneck, Andres & Company, P.A.
October 18, 2000
3
<PAGE>
<PAGE>
ECOM ECOM.COM, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS August 31, 2000 May 31, 2000
--------------- ------------
Current Assets
Cash and cash equivalents $ 41,957 $ 139,402
Accounts receivable, net of allowance for
doubtful accounts of $6,500 98,017 156,959
Inventories 632,993 769,383
Prepaid expenses 46,831 61,326
Other current assets 603 13,939
---------- ----------
Total Current Assets 820,401 1,141,009
---------- ----------
Property and Equipment, net 175,951 180,900
---------- ----------
Other Assets
Intangible assets, net 40,802 46,069
Other assets 11,942 11,942
---------- ----------
Total Other Assets 52,744 58,011
---------- ----------
Total Assets $1,049,096 $1,379,920
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 735,129 $1,237,036
Accrued expenses 15,467 21,977
Unearned revenue 175,000 187,562
Current portion of long term debt 798,033 676,033
Interest accrued on current portion 32,900 26,116
---------- ----------
Total Current Liabilities 1,756,529 2,148,724
Notes Payable, Net of Current Portion 308,000 308,000
---------- ----------
Total Liabilities 2,064,529 2,456,724
Stockholders' Equity
Common stock, $.0001 par value, 50 million
shares authorized, 15,926,863 and
14,885,675 shares issued and outstanding
including 2000 shares held in treasury 1,593 1,489
Paid-in capital 4,693,922 3,854,861
Accumulated deficit (5,705,948) (4,928,154)
Treasury stock (5,000) (5,000)
---------- ----------
Total Stockholders' Deficit (1,015,433) (1,076,804)
---------- ----------
Total Liabilities and Stockholders'
Equity $1,049,096 $1,379,920
========== ==========
See accompanying notes and accountant's report.
4
<PAGE>
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
August 31, 2000 August 31, 1999
--------------- ---------------
Revenues
Net Sales $ 1,377,794 $ 325,148
Cost of Sales (976,740) (211,724)
----------- -----------
Gross Profit 401,054 113,424
----------- -----------
Other Operating Expenses
Sales and marketing 261,558 173,005
Product development 156,026 118,289
General and administrative 734,838 258,349
Depreciation and amortization 20,047 18,219
----------- -----------
Total Operating Expenses 1,172,469 567,862
----------- -----------
Loss from Operations (771,415) (454,438)
Other Income (Expense)
Interest income 406 -
Interest expense (6,785) (3,563)
----------- -----------
Net Other Expenses (6,379) (3,563)
----------- -----------
Net Loss $ (777,794) $ (458,001)
=========== ===========
Net Loss Per Common Share $ (0.05) $ (0.03)
Weighted Average Shares Outstanding 15,406,269 13,558,640
See accompanying notes and accountant's report.
5
<PAGE>
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED MAY 31, 2000 AND 1999
AND THE THREE MONTHS ENDED AUGUST 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Additional Accum- Total
Number of At Paid-in ulated Treasury Stockholders'
Shares Par Value Capital Deficit Stock Deficiency
---------- --------- ---------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, May 31, 1998 11,894,600 $1,189 $ 484,361 $ (545,921) $(5,000) $ (65,371)
Issuance of Common
Stock 1,089,000 109 450,913 - - 451,022
Star Dot Marketing
Pooling of Interest 675,000 68 1,269,932 (1,129,201) - 140,799
Net Loss - - - (619,606) - (619,606)
---------- ------ ---------- ----------- ------- -----------
Balance, May 31, 1999 13,658,600 1,366 2,205,206 (2,294,728) (5,000) (93,156)
Issuance of Common
Stock 1,227,075 123 1,649,655 - - 1,649,778
Net Loss - - - (2,633,426) - (2,633,426)
---------- ------ ---------- ----------- ------- -----------
Balance, May 31, 2000 14,885,675 1,489 3,854,861 (4,928,154) (5,000) (1,076,804)
Issuance of Common
Stock 1,041,188 104 839,061 - - 839,165
Net Loss - - - (777,794) - (777,794)
---------- ------ ---------- ----------- ------- -----------
Balance, August 31,
2000 15,926,863 $1,593 $4,693,922 $(5,705,948) $(5,000) $(1,015,433)
========== ====== ========== =========== ======= ===========
</TABLE>
See accompanying notes and accountant's report.
6
<PAGE>
ECOM ECOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
August 31, 2000 August 31, 1999
--------------- ---------------
Cash Flows from Operating Activities
Net Loss $(777,794) $(458,001)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Add noncash items
Depreciation and amortization 20,047 18,219
Issuance of common stock for services
rendered 823,598 -
Bad debts 15,231 -
Cash was increased by
Decrease in accounts receivable 43,711 13,811
Decrease in inventories 136,390 -
Decrease in prepaid expenses and
other assets 33,098 -
Increase in accounts payable - 268,438
Increase in accrued expenses - 1,884
Increase in accrued interest payable 6,784 3,563
Cash was decreased by
Increase in inventories - (103,954)
Increase in prepaid expenses and
other assets - (93,077)
Decrease in accounts payable (501,907) -
Decrease in accrued expenses (6,510) -
Decrease in unearned revenue (12,562) -
--------- ---------
Net Cash Flows Used in Operating
Activities (219,914) (349,117)
--------- ---------
Cash Flows from Investing Activities
Purchase of property and equipment (9,831) (70,427)
Acquisition of intangible assets - -
--------- ---------
Net Cash Flows Used in Investing
Activities (9,831) (70,427)
--------- ---------
Cash Flows from Financing Activities
Proceeds from sale of common stock and
additional stockholder contributions 10,300 -
Proceeds of loans from stockholders 122,000 353,393
--------- ---------
Net Cash Flows Provided by
Financing Activities 132,300 353,393
--------- ---------
Net Decrease in Cash (97,445) (66,151)
Cash and Cash Equivalents at Beginning
of Period 139,402 109,202
--------- ---------
Cash and Cash Equivalents at End of Period $ 41,957 $ 43,051
========= =========
7
<PAGE>
Supplemental Disclosures
Cash Received and Paid during the Period
for:
Interest income 406 -
Interest expense 6,785 3,563
See accompanying notes and accountant's report.
8
<PAGE>
ECOM ECOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS
eCom eCom.com, Inc. (the Company) was incorporated in the State of Florida on
June 14, 1994. The Company provides an e-commerce infrastructure that enables
the small business enterprise to carve its niche in the retail and business to
business Internet economy. eCom eCom B2Bplus provides an affordable,
user-friendly technological platform and professional resources to facilitate
web business development. The eCom eCom SuperHUB gives the web entrepreneur a
comprehensive package of on-line tools to generate, execute and fulfill
e-commerce transactions. The Company was incorporated under the name US
Amateur Sports, Inc. but changed its name in January 1999 to better reflect
its business operations.
eCom is the parent of US Amateur Sports Company, which is the parent of USA
Performance Products, Inc. USA Performance Products manufactures and
distributes paintball guns and accessories, and has served as a test model for
e-commerce business concepts. US Amateur Sports Company (USASC) owns the
rights to: (1) the All American Bowl, a high school football all-star game,
last played in 1997, when it was broadcast to over 40 million households; (2)
the ProCard/ComCard, a prepaid phone card concept; and (3) USA SportsNet, a
developmental project. USA SportsNet is planned to be an Internet portal for
access to sports information, products and services with a focus on amateur
athletes and local sports organizations.
On January 21, 2000 the Company entered into a Stock Exchange Agreement with
the shareholders of Star Dot Marketing, Inc ("SDMI"), which provided for the
transfer of all the outstanding common stock of SDMI to eCom eCom.com, Inc. in
exchange for 675,000 shares of common stock. The transaction was closed on
May 31, 2000. SDMI uses the trade name "Treasures of Sports" to offer a
complete line of guaranteed authentic, hand signed sports memorabilia and
other sports products. These products are marketed through joint sales
agreements with professional sports franchises including the San Francisco
Giants, Los Angeles Dodgers, Detroit Tigers, Baltimore Orioles, Golden State
Warriors, Detroit Pistons, and Pittsburgh Penguins. SDMI also creates
specialty products for businesses to use as gifts, awards, premiums and
employee incentives. The Company plans to expand the business of SDMI through
application of its e-commerce concepts.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
9
<PAGE>
Consolidation
The consolidated financial statements of the Company include the accounts of
USA Performance Products, Inc. and Star Dot Marketing, Inc. The Company
formed USA Performance Products, Inc. as a separate wholly owned subsidiary on
January 20, 1998 and transferred all assets related to the manufacture and
sale of the Viper M1 paintball marker and accessories to this new corporation.
Star Dot Marketing, Inc. is a wholly owned subsidiary that was acquired on May
31, 2000. The transaction consisted of an exchange of 675,000 shares of the
Company's common stock for all of the outstanding stock of SDMI and was
recorded as a pooling of interest (See Note C).
Revenue Recognition
Revenue from the sale of paintball markers and accessories and sports related
memorabilia is recognized at the time title is transferred which is normally
on shipment of the goods. Revenue received from contracts for web site
development services is recorded as unearned revenue until development of the
related web site is complete and accepted by the client.
Cash
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.
Allowance for Doubtful Accounts
It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.
Depreciation
Property and equipment is recorded at cost and is depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method.
Amortization
Intangible assets consisting of rights to technology and associated trademarks
are amortized using the straight-line method over five years.
Inventories
Inventories are stated at the lower of cost or market using the first in first
out method.
NOTE C - BUSINESS COMBINATION
The Company entered into a Stock Exchange Agreement with Star Dot Marketing,
Inc. (SDMI), a California Corporation, on January 21, 2000 whereby the
stockholders of SDMI would receive 675,000 shares of common stock of the
Company in exchange for all of the outstanding shares of SDMI. The
transaction has been accounted for as a pooling of interest. The transaction
qualifies as a tax-free reorganization pursuant to Section 368(a)(1)(B) of the
Internal Revenue Code and related Treasury Regulations. The balance sheets
at August 31, 2000 and May 31, 2000 reflect the combined assets, liabilities
and stockholders' equity of both companies, and the statements of operations
for the three-month periods ended August 31, 2000 and 1999 reflect the
combined operations of both companies. In accordance with the terms of the
10
<PAGE>
merger, the principal stockholders of SDMI, effective May 1999, converted
approximately $1 million of advances to paid in capital. In addition, an
additional 309,000 shares of SDMI were issued to the stockholders of Star Dot
Marketing, Inc.
NOTE D - INVENTORIES
Inventories consist principally of paintball markers and paintball accessories
and sports-related memorabilia. Inventories are carried at cost, which is
considered to be less than market value. An inventory reserve of $66,000 was
recorded at August 31, 2000 and May 31, 2000 to account for slow-moving
inventory, which may have to be sold at less than cost.
NOTE E - PREPAID EXPENSES
Prepaid expenses consist principally of amounts paid for license fees,
commercial insurance and advertising.
NOTE F - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment recorded in the financial
statements at cost less depreciation as of August 31, 2000 and May 31, 2000:
August 31, 2000 May 31, 2000
--------------- ------------
Computer hardware $ 170,108 $ 173,661
Computer software 55,634 42,979
Furniture, fixtures and
equipment 57,389 53,904
Tools, dies and fixtures 57,401 57,401
Leasehold improvements 2,048 2,048
------------ ------------
Total Cost 342,580 329,993
Accumulated
Depreciation 166,629 149,093
------------ ------------
Total Net Property and
Equipment $ 175,951 $ 180,900
============ ============
The useful lives assigned to property and equipment to compute depreciation
are:
Computer Hardware 5 years
Computer Software 5 years
Furniture, fixtures and equipment 7 years
Tools, dies and fixtures 5 years
NOTE G - INTANGIBLE ASSETS
In May 1996, the Company acquired the assets of Performance Paintball
Products, Inc. Included in the purchase were exclusive rights to use of the
Viper name and related technology used in the manufacture of the Viper M1
paintball marker. The rights are valued at $54,134 and are amortized over
sixty months. Accumulated amortization at August 31, 2000 and May 31, 2000
is $46,172 and $43,467, respectively.
11
<PAGE>
In January 1999, the Company acquired the rights to use of the toll free
telephone number, 1-800-724-6822, which has been marketed as 1-800-PAINTBALL.
The Company paid $20,000 in cash and 100,000 shares of the Company's common
stock. This asset is reflected in the balance sheet at a gross cost of
$40,000 less accumulated amortization of $15,000 and $13,000 as of August 31,
2000 and May 31, 2000, respectively. The asset is amortized over a five-year
life. In February 1999, the Company acquired two Internet websites,
AclassifiedAd and Swapandshop, for a total cost of $11,200. These assets are
also amortized over five years. Accumulated amortization was $3,360 and
$2,800 as of August 31, 2000 and May 31, 2000, respectively.
NOTE H - OTHER ASSETS
Other assets consist primarily of security deposits on the lease of office
facilities and utility deposits.
NOTE I - LONG-TERM DEBT
Long-term debt at August 31, 2000 and May 31, 2000 consisted of:
August 31, May 31,
2000 2000
-------- --------
A note payable dated August 12, 1997 with interest
at Wall Street Journal prime plus six percent (6%)
payable monthly. The note is collateralized by
tangible and intangible property related to the
Viper M1 Paintball Marker and is renewed annually
and currently matures on September 1, 2001.
Interest accrued for the three months ended
August 31, 2000 and for the year ended May 31,
2000 was $3,907 and $14,573, respectively. Total
accrued interest payable on this note payable is
$24,417. $100,000 $100,000
A noninterest bearing, noncollateralized loan
from an offshore corporation that is due on
demand. 184,220 184,220
Three noninterest bearing, noncollateralized
loans due on demand from stockholders. 613,813 491,813
The stockholders of Star Dot Marketing, Inc.
over the past several years had made advances
to SDMI. The advances were noncollateralized,
bore interest at an annual rate of 5.63% and
were due on demand. The advances were converted
to an 8% noncollateralized note payable on the
date the pooling of interest took place. The
loan matures January 2002. Interest accrued on
the note payable through August 31, 2000 and
May 31, 2000 is $8,483 and $5,606, respectively.
At any time prior to due date, the stockholder,
at his sole discretion, can elect to cancel the
entire note payable in exchange for an equal
number of shares (one dollar is equal to one
share). 208,000 208,000
-------- --------
Total Long-Term Debt 1,106,033 984,033
Less Current Portion 798,033 676,033
-------- --------
Net Long-term Debt $308,000 $308,000
======== ========
12
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The long-term notes and loans payable mature as follows:
Year Ending May 31, 2001 $676,033
Year Ending May 31, 2002 308,000
--------
$984,033
========
NOTE J - UNEARNED REVENUE
The Company entered into two similar one year consulting and compensation
agreements with eWebPEO.com, Inc. (eWeb) in March and April of 2000 for
$100,000 and $50,000 and a total of 1.5 million shares of eWeb's $.0001 par
value common stock. The Company shall provide its skill, experience,
background and expertise to assist eWeb with the implementation of the eWeb
Internet web presence through the design, development and creation of web
pages, maintenance of Internet sites, web hosting services, e-commerce
programming, Internet technology consulting, data management, Internet
training, Internet marketing, establishing brand identity and presence, and
the development and implementation of an effective Internet marketing
campaign. eWeb is engaged in the business of marketing professional employer
products on behalf of Professional Employer Organizations (PEO's) and securing
clients for those PEO's. Either party may terminate the agreement after 30
days prior written notice. The non-refundable, but yet unearned cash portion
of the agreement has been received by the Company. The 1.5 million shares of
common stock have not been received.
In addition, the Company received $25,000 in cash from GoAirLandSea.com, Inc.
as a non-refundable, good faith down payment for services similar to those
performed as described above for eWeb. Terms of the related agreement have
not been finalized. The cash payment has been recorded as unearned revenue.
NOTE K - COMMITMENTS AND CONTINGENCIES
The Company leases office facilities on a month-to-month basis for $4,240 per
month. In addition, 17,600 shares of common stock of the Company were issued
to the lessor for fixing the base rental through September 15, 2000. The
Company also leases its sports memorabilia facility on a month-to-month basis
for $2,595 per month. The Company leases its manufacturing facility under an
operating lease, which expires June 30, 2001. Future minimum lease payments
as of August 31, 2000 are:
May 31, 2001 $31,641
May 31, 2002 3,498
-------
Total Minimum Lease Payments $35,139
=======
From time to time, the Company may be involved in litigation relating to
claims arising out of its operations in the normal course of business. The
Company is not currently a party to any legal proceedings, the adverse outcome
of which, individually or in the aggregate, would have a material adverse
effect on the Company's financial position or results of operations.
NOTE L - STOCKHOLDERS' DEFICIT
The restated Stockholders' Deficit at May 31, 1999 for the combination
recognized as a pooling of interest is as follows:
13
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<TABLE>
<CAPTION>
Total
Common Paid In Accumulated Treasury Stockholders'
Stock Capital Deficit Stock Equity
---------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
eCom eCom.com, Inc.
50,000 shares of $.0001 par value
stock authorized, 13,708,600 issued
and outstanding including 2,000 shares
held in Treasury $ 1,303 $ 935,269 $ (920,006) $(5,000) $ 11,566
Star Dot Marketing, Inc.
2,000,000 shares of no par value
stock authorized, 409,091 shares
issued and outstanding 1,230,000 40,000 (1,374,722) - (104,722)
---------- ---------- ----------- -------- -----------
Combined Stockholders' Equity
at May 31, 1999 1,231,303 975,269 (2,294,728) (5,000) (836)
Adjustment for retroactive pooling
of interest - 675,000 shares of
eCom eCom.com, Inc. common stock
issued 68 (68) - - -
Reclassification of Paid in Capital (1,230,000) 1,230,000 - - -
---------- ---------- ----------- -------- -----------
Total Stockholders' Deficit at
May 31, 1999 $ 1,371 $2,205,201 $(2,294,728) $(5,000) $ (93,156)
========== ========== =========== ======== ===========
</TABLE>
NOTE M - RELATED PARTY TRANSACTIONS
On January 10, 1998, the Company's Board of Directors approved an
agreement with Axis Enterprises, Ltd., a Bahamian corporation of
Nassau, Bahamas, to retain Axis for a period of three years to provide
certain financing, marketing and management services in support of the
Company's subsidiary, USA Performance Products, Inc. In exchange for
performance of these services, Axis was granted 1,500,000 shares of
common stock. The final marketing and management agreement was
executed on April 8, 1998. In 1999, the Company issued 150,000 shares
of common stock in cancellation of indebtedness of $111,780. The
Company is currently indebted to Axis for $184,220.
Derek D. Panaia, son of David J. Panaia, Chairman of the Company, was
retained as a consultant to provide management oversight of USA
Performance Products. In connection with this agreement, Derek Panaia
was granted 400,000 shares of common stock in return for his services.
Stratex Corporation has a loan to the Company in the amount of
$100,000. Stratex is owned by Derek D. Panaia, son of David J.
Panaia, Chairman of the Company.
The Company issued 100,000 shares in May 1999 and 100,000 shares in
June 2000 to ReSource Group, Inc. in exchange for promotional and
related consulting services. ReSource Group, Inc. is a public
relations and promotional firm of which a member of the Board, Mr.
Thomas De Rita, is a principal.
14
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NOTE N - BUSINESS SEGMENTS
The Company's reportable segments are strategic business units that
offer different products and services. The Company has four
reportable segments: paintball products, sports events, Internet
commerce and sports memorabilia. The paintball segment manufactures
and distributes paintball guns and accessories. The events segment
has produced the All American Bowl, a national high school football
all-star game. The Internet segment provides an e-commerce
infrastructure to enable small businesses to expand to the Internet.
The sports memorabilia segment acquires various signed sports related
items from individuals in the various professional leagues for resale.
The accounting policies of the segments are the same as those
described in the summary of significant accounting policies. There
have been no intersegment sales or transfers. Revenues from sales of
the Company's paintball products over the Internet are reported within
the paintball segment.
The following is a summary of segment activity:
<TABLE>
<CAPTION>
Sports Internet Sports All
Paintball Events Commerce Memorabilia Others(a) Totals
---------- ------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended:
August 31, 2000
---------------
Revenues $1,221,998 $ - $ 126 $155,670 $ - $ 1,377,794
Interest expense 3,907 - - 2,878 - 6,785
Depreciation 9,163 - 5,028 589 - 14,780
Amortization 4,707 - 560 - - 5,267
Segment loss (40,719) - (687,879) (49,196) - (777,794)
Segment assets 604,133 - 170,727 344,481 - 1,119,341
August 31, 1999
---------------
Revenues $ 190,355 $ - $ 1,543 $133,250 $ - $ 325,148
Interest expense 3,563 - - - - 3,563
Depreciation 2,808 - 5,861 2,608 1,675 12,952
Amortization 4,707 - 560 - - 5,267
Segment loss (160) - (257,620) (49,184) (142,714) (449,678)
Segment assets 310,074 - 281,296 291,073 56,702 939,145
</TABLE>
(a) Includes amounts not allocated to operating segments.
NOTE O - RECOVERABILITY OF ASSETS AND GOING CONCERN
These financial statements are presented on the basis that the Company
is a going concern. Going concern contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business over a reasonable length of time. The accompanying financial
statements show that current liabilities exceed current assets by
$936,128 at August 31, 2000 and that the Company has incurred net
operating losses since inception.
In April of 1999, the Company entered into a financing agreement with
a third party whereby the Company may sell to the third party and that
third party must buy, a number of the Company's shares of common
stock, subject to restrictions (the "Put Option").
15
<PAGE>
The more salient of the restrictions under the Put Option includes
that the Company must first register the shares which may be subject
to the put, and the price and number of shares which may be put to the
third party in any 30 day period is dependent upon the Company's share
price as determined on the OTC Bulletin Board and volume of trading
activity. On April 10, 2000 the Company filed a registration
statement on Form S-1 with the Securities and Exchange Commission.
The registration statement was declared effective by the Commission on
April 28, 2000, which allows the Company to exercise its rights under
the agreement (See Note R). However, the Company can make no
assurances that the market in the Company's stock will remain adequate
to allow the Company to raise necessary funds through the use of the
Put Option.
NOTE P - CONCENTRATION OF RISK
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of trade accounts
receivable. The Company generates approximately 60% of its sports
memorabilia sales to one organization. At August 31, 2000, the
accounts receivable from this organization represents approximately
30% of the Company's total accounts receivable.
NOTE Q - INCOME TAXES
No provision for federal and state income taxes has been recorded
because the Company has incurred net operating losses since inception.
The Company's net operating loss carry-forward as of August 31, 2000
totals approximately $3.1 million. These carry-forwards, which will
be available to offset future taxable income, expire beginning in
2010. The Company does not believe that the realization of the
related net deferred tax asset meets the criteria required by
generally accepted accounting principles and, accordingly, the
deferred income tax asset arising from such loss carry forward has
been fully reserved.
NOTE R - PRIVATE EQUITY LINE
The Company entered into an agreement for a Private Equity Line of
Common Stock pursuant to Regulation D with Swartz Private Equity, LLC
for $30 million with a $20 million option commencing on the effective
date of a Registration Statement covering the Put shares and ending
thirty-six (36) months thereafter. Swartz shall purchase eCom Common
Stock at a per share purchase price equal to 92% of the "Market Price"
in effect on the date of sale to Swartz, subject to a Floor Price
specified by eCom. The sale to Swartz shall occur, on dates during
the Purchase Period specified by Swartz, during the 20 business days
following each Put Notice (the purchase period). eCom, at its option,
may select a Floor Price for any specified Put below which eCom will
not sell shares to Swartz under that Put.
The dollar amount sold to Swartz in each Put, may be up to $10 million
but shall not exceed 15% of the aggregate dollar volume of the Common
Stock traded on the company's primary exchange during the 20 day
Purchase period beginning on the business day following the Put Date
for such Put, excluding any days where 92% of the low trade price
would be less than the Floor Price, unless otherwise agreed by Swartz;
provided that the Purchase Period shall be extended by one business
day for each Excluded Day, up to a maximum extension of 5 business
days.
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For each Put, Swartz shall receive an amount of warrants equal to 8%
of the number of shares purchased under the Equity Line at an Exercise
Price equal to 110% of the Closing Bid Price on the Put Date.
Warrants shall have piggyback registration rights and reset
provisions.
As compensation to enter in to the Equity Line Commitment, Swartz
shall receive a warrant convertible into 490,000 shares of eCom Common
Stock. The Commitment Warrants' exercise price shall equal the
average closing bid price for the 5 trading days prior to execution of
this Equity Line Letter of Intent. Warrants shall have a 5-year term,
piggyback registration rights and reset provisions.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the
accompanying consolidated financial statements for the three-month
periods ended August 31, 2000 and 1999 and the Form 10-KSB for the
fiscal year ended May 31, 2000.
Special Note Regarding Forward-Looking Statements
Certain statements in this report and elsewhere (such as in other
filings by the Company with the Securities and Exchange Commission
("SEC"), press releases, presentations by the Company or its
management and oral statements) may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," and "should,"
and variations of these words and similar expressions, are intended to
identify these forward-looking statements. The Company's actual
results could differ materially from those anticipated in these
forward-looking statements. Factors that might cause or contribute to
such differences include, among others, competitive pressures, the
growth rate of the paintball industry and electronic commerce,
constantly changing technology and market acceptance of the Company's
products and services. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking
statements, which may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
Results of Operations
Comparison of the three months ended August 31, 2000 with the
three months ended August 31, 1999
------------------------------------------------------------------
Revenue for the three month period ended August 31, 2000 was
$1,377,794 compared to $325,148 of revenue recorded during the same
period of the prior year. Of the $1,052,646 increase, $1,030,100 was
attributable to the growth in our paintball business. Summer is the
slow season for paintball sales because the heavy protective clothing
worn while playing paintball is uncomfortable in high temperatures.
The strength of our paintball sales during this period reflected the
strong customer base built through our 800-paintball marketing program
and our growing share of the expanding paintball market.
Gross profit grew from $113,424 in the prior year period to $401,054
in the current quarter. Although this represents a decline in gross
profit as a percentage of sales from 35% in the prior year period to
29% in the current quarter, this was a marked improvement over the
profit margins of 7-8% realized during the last half of the prior
fiscal year. This improvement was achieved by greater focus on sales
of our own Viper M1 product line as opposed to sales generated through
distribution of other manufacturers' products. Our margins on sales
of these other manufacturers' products are also beginning to improve
as a result of our growing ability to command better pricing due to
higher volume.
Our Star Dot subsidiary contributed $155,670 in revenues in the
current quarter compared to $133,250 in the same period last year. As
our e-commerce concepts are implemented for this sports memorabilia
business, we expect Star Dot revenues to grow.
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Revenue from the eCom eCom SuperHUB and B2B Plus programs is expected
to grow gradually as our marketing efforts catch the attention of
potential small business clients. To date, all significant revenues
($150,000 in cash received and 1.5 million shares of common stock to
be received from eWebPEO.com, Inc. plus $25,000 in cash received from
GoAirLandSea.com, Inc.) have been recorded as unearned revenue and are
not reflected in our statement of operations.
Sales and marketing expenses rose from $171,373 in last year's first
quarter to $261,558 in the quarter ended August 31, 2000. This
increase reflected the growth in our marketing programs combined with
the addition of key sales personnel in our paintball subsidiary.
Product development expense grew from $118,289 in the prior year
quarter to $156,026 in the current three-month period. This increase
was created by our continued efforts to develop and refine our
e-commerce properties and work performed to develop a new, lower-cost
paintball marker. General and administrative expense of $734,838
represented an increase of $476,489 over the prior year period. This
was the result of additional payroll, consulting fees, professional
fees and office expense associated with our company's overall growth.
Depreciation and amortization expense rose from $18,219 to $20,047 as
a result of fixed asset additions. Interest expense was higher,
$6,785 in the current period compared to $3,563 in the prior year
period, primarily due to interest paid on a note due to the former
stockholders of Star Dot Marketing.
Our developmental activities and the related expenditures resulted in
a net loss of $777,794 in the current year period compared to a loss
of $458,001 in the same period of the prior year.
Liquidity and Capital Resources
At August 31, 2000, current assets totaled $820,041 compared to
$1,141,009 at the end of the prior fiscal year. Balances in all asset
categories decreased. A decrease in cash of $97,445 and in
inventories of $136,390 reflected management's focus on reducing
accounts payable which had grown rapidly during the prior fiscal year
while keeping pace with the growth in our paintball sales. Accounts
receivable decreased from $156,959 at May 31, 2000 to $98,017 as of
August 31, 2000. This was primarily a reflection of the seasonality
in paintball sales with a decline in paintball activity during the
heat of August. Current liabilities dropped from $2,148,724 at the
end of the prior fiscal year to $1,756,529 at the end of the current
quarter, a decrease of $392,195. A reduction of $501,907 in accounts
payable was partially offset by an increase of $122,000 in stockholder
loans.
Net cash used in operating activities was $219,914 during the current
three months compared to $349,117 during the same period of the prior
year. A principal use of cash in both periods was to fund our net
loss from operations. In the current period, the significant use of
cash to reduce accounts payable ($501,907) would have resulted in a
much greater net cash outflow for operating activities had we not
offset this amount by the issuance of common stock as payment for
services rendered ($823,598).
Net cash used in investing activities was $9,831 during the current
period compared to $70,427 in the prior year period. This difference
was caused by the acquisition of computer hardware and related
electronic equipment during the prior year period.
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Net cash provided by financing activities decreased from $353,393
during the first three months of the prior year to $132,300 during the
current quarter. This difference reflected a reduction in the
proceeds from loans from stockholders.
The Company continues to be reliant on the combination of revenues,
loans from stockholders and capital contributions to fund operations.
We have an equity line of credit in place with Swartz Private Equity,
LLC. However, the amount of common stock we can require Swartz to
purchase is tied to the market for our common stock. Consequently, if
market volume and price decline, so does the amount of common stock we
can put to Swartz. To the extent that additional funds are required
to support operations or to expand our business, we may sell
additional equity, issue debt or obtain other credit facilities
through financial institutions. Any sale of additional equity
securities will result in dilution to our shareholders. There can be
no assurance that additional financing, if required, will be available
to the Company in amounts or on terms that are acceptable. Until the
Company obtains sufficient funds necessary to capitalize the growth of
its existing operations, expenditures required to increase revenues,
including advertising and promotion of both its e-commerce programs
and paintball products, will be substantially limited. Should the
Company be unable to obtain continued funding, its operations may be
adversely affected.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company is not involved in any material legal proceedings or
litigation, and the officers and directors are aware of no other
pending litigation which would have a material, adverse effect on the
Company.
ITEM 2. Changes in Securities.
None
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other Events.
None
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION LOCATION
27 Financial Data Schedule Filed herewith
electronically
(b) Reports on Form 8-K:
None
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunder duly authorized.
ecom ecom.com, inc.
October 19, 2000 By:/s/ David J. Panaia
David J. Panaia, Chairman of the Board
and Principal Financial Officer
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