SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
(Mark One)
(X)Quarterly report pursuant to section 13 or 15 (d) of the Securities
Exchange Act of 1934, for the quarterly period ended June 30, 1999.
( )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
BarPoint.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2780723
(State of Incorporation) (I.R.S. Employer ID No.)
One East Broward Blvd., Suite 700
Ft. Lauderdale, FL 3301
(305) 981-9694
(Address of Principal Executive Offices and Principal Place of Business
and Telephone Number)
The Harmat Organization, Inc.
P.O. Box 549
Speonk, New York 11972
(516) 653-3303
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at June 30, 1999
Common Stock, $.001 par value 9,877,860 shares
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BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
June 30, 1999
Table of Contents
Consolidated Balance Sheet - As of June 30, 1999 1
Consolidated Statements of Operations for the Three
Months and Nine Months Ended June 30, 1999 2
Consolidated Statements of Stockholders' Equity 3
Consolidated Statements of Cash Flows for the Nine
Months Ended June 30, 1999 4-5
Notes to Consolidated Financial Statements 6-12
Management's Discussion and Analysis of Financial
Condition and Results of Operations for the Three Months
and Nine Months Ended June 30, 1999 13-14
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEET
June 30, 1999
Assets
Current Assets
Cash and Cash Equivalents (Includes $59,482
Of Restricted Funds) $ 1,654,450
Accounts Receivable 194,385
Loan Receivable-Stockholder 218,655
Land Held for Resale 149,750
Other Receivables 62,037
Prepaid Expenses 11,556
---------
Total Current Assets $ 2,290,833
Property and Equipment 13,823
Other Assets
Marketable Securities 4,266,295
Software Development 289,326
Intangible Assets 3,695
--------
Total Other Assets 4,559,316
---------
Total Assets $ 6,863,972
=========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable and Accrued Expenses $ 365,713
Subscription Payable 70,297
Loan Payable - Stockholder 110,000
---------
Total Current Liabilities $ 546,010
Other Liabilities
Deferred Taxes Payable 1,324,500
Commitments & Contingencies
Stockholders' Equity
Preferred Stock -$.001 Par Value, 5,000,000 Shares -
Authorized, 3 Shares Issued and Outstanding
Common Stock - $.001 par value, 25,000,000 Shares
Authorized, 9,877,860 Shares Issued and Outstanding 12,655
Additional Paid-In-Capital 5,537,697
Accumulated Deficit - Development Company (162,796)
Comprehensive Income (Loss) (394,094)
---------
Total Stockholders' Equity 4,993,462
---------
Total Liabilities and Stockholders' Equity $ 6,863,972
========
1
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Nine Months
Ended * Ended *
June 30, 1999 June 30, 1999
------------- -------------
Revenues
Total Revenues $ 0 $ 0
Cost of Sales and Direct Operating Expenses 0 0
---------- ----------
Gross Profit 0 0
Selling, General and Administrative Expenses 102,484 171,810
---------- ----------
Income (Loss) From Operations (102,484) (171,810)
---------- ----------
Other Income (Expenses)
Interest and Dividend Income 9,605 9,605
---------- ----------
Income (Loss) Before Income Taxes (92,879) (162,205)
Income Taxes 0 591
---------- ----------
Net Income (Loss) $ (92,879) $ (162,796)
========= =========
Basic Earnings (Loss) Per Share $ (.01) $ (.02)
========= =========
Weighted Average Number of Shares 7,715,314 6,990,569
========= =========
* Development Stage Operations
2
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
# of Shares Common Stock Additional
of Preferred Paid-In Accumulated Comprehensive
Stock Shares Par Value Capital Deficit) Income Total
----- ------ --------- ------- --------- ------ -----
Balance-September 30, 1998 2,612,500 $ 2,612 $4,253,604 $(1,666,869) $ 0 $2,589,347
Contribution of 250,000 shares
of Financial Web stock and
60,000 warrants of Socket
Communications, Inc. * 1,968 106,988 108,956
Net Loss and Unrealized Gain on Marketable
Securities (Net of Income Taxes) October 1, 1998
- June 3, 1999 (665,558) 2,380,585 1,715,027
Executive Compensation to Board of
Directors 50,000 500 24,500 25,000
___________ ________ _______ _________ _________ __________ ________
Balance June 3, 1999 2,662,500 5,080 4,385,092 (2,332,427) 2,380,585 4,438,330
Acquisition of Harmat 48,158 2,332,427 (2,380,585) 0
__________ __________ _______ _________ _________ ___________ _________
2,662,500 5,080 4,433,250 0 0 4,438,330
BarPoint.Com Equity at June 3, 1999 100 100 17,888 (92,879) (74,891)
Recapitalization of BarPoint.Com 6,633,942 6,534 (6,534) 0
Acquisition Costs (189,000) (189,000)
Development & Administrative Costs 240,500 240,500
Private Offerings 541,318 541 1,027,963 1,028,504
Exercise of Stock Options 40,000 400 13,600 14,000
Issuance of Preferred Stock 3 - 30 30
Net Loss and Unrealized
Loss on Marketable Securities
(Net of Income Taxes)
June 3, 1999 - June 30, 1999 (69,917) (394,094) (464,011)
__________ __________ _________ _________ _______ _______ __________
Totals 3 9,877,860 $12,655 $5,537,697 $ (162,796) $(394,094) $4,993,462
_________ __________ ________ __________ __________ __________ __________
* 196,768 shares issued subsequent to Balance Sheet date. 3
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF CASH FLOWS
June 30, 1999
Three Months Nine Months
Ended Ended
June 30, 1999 June 30, 1999
------------- -------------
Operating Activities:
Net Income (Loss) $ (92,879) $ (162,796)
Adjustments to Reconcile Net (Loss) to Net Cash
Provided (Used) by Operating Activities:
Non-Cash Administrative Expenses 13,157 20,500
---------------- ---------------
(79,722) (142,296)
--------------- --------------
Changes in Assets and Liabilities:
Accounts Payable-Net (23,898) 15,116
Intangibles (3,407) (3,695)
Development Costs (16,694) (69,326)
Subscription Payable 70,297 70,297
----------- ----------
Total Adjustments 26,298 12,392
----------- ----------
Net Cash Provided (Used) by Operating Activities (53,424) (129,904)
-------------- -------------
Investing Activities:
Accounts Payable - re: Acquisition Cost 189,000 189,000
Loans Receivable - net - (3,184)
Cash Proceeds from Harmat Acquisition 628,227 628,227
Property & Equipment (13,823) (13,823)
-------------- -------------
- ---------
Net Cash Provided by Investing Activities 803,404 800,220
------------- -------------
4
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
Three Months Nine Months
Ended Ended
June 30, 1999 June 30, 1999
------------- -------------
Financing Activities:
Proceeds from Acquisition and Issuance
of Stock - Net of Acquisition Cost 874,134 874,134
Loan Payable-Stockholder 30,156 110,000
---------- ---------
Net Cash Provided by Financing Activities 904,290 984,134
---------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents 1,654,270 1,654,450
Cash and Cash Equivalents - Beginning of Period 180 0
---------- ---------
Cash and Cash Equivalents - End of Period 1,654,450 1,654,450
========= =========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Periods for:
Interest 0 0
========= =========
Income Taxes $ 0 $ 591
========= =========
Non-Cash Transactions - See Notes A and F
5
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A PRINCIPLES OF CONSOLIDATION AND BUSINESS
In November 1995, The Harmat Organization, Inc. (Delaware) (the "Company") was
formed for the purpose of offering securities to the general public and
1,750,000 shares of common stock were issued to the individual stockholder of
the Harmat Companies. On March 1, 1996, the individual stockholder of the Harmat
Companies transferred his stock in the Harmat Companies to The Harmat
Organization (Delaware) for a 100% Ownership interest in The Harmat
Organization, Inc. (Delaware).
On June 3, 1999, the Company acquired all issued and outstanding shares of
BarPoint.Com, Inc., as more fully described in Note F below. The transaction was
accounted for as a reverse acquisition, as if BarPoint acquired Harmat, due to
the fact that the former shareholders of BarPoint owned a majority of Harmat
common stock after the transaction. The consolidated financial statements
presented herein for the periods prior to the effective date of the acquisition
only include the accounts of BarPoint. The consolidated statement of
shareholders' equity has been converted from BarPoint's capital structure to
Harmat's capital structure to reflect the exchange of shares pursuant to the
Agreement. The consolidated group of companies are collectively referred to
herein as the "Company". In the opinion of management, all adjustments which
include only normal recurring adjustments necessary to present fairly the
financial position, results of operations and cash flows of all periods
presented have been made. The results of operations for interim periods are not
necessarily indicative of the operating results for the full year.
The June 30, 1999 financial statements reflect the financial position and
results of operations of BarPoint.Com, Inc. and its subsidiaries on a
consolidated basis, which reflects the Company's current organizational
structure. The Company's policy is to consolidate all majority - owned
subsidiaries. All inter-company amounts have been eliminated in consolidation.
Parent Company and It's Nature of Business:
BarPoint.Com, Inc. (Formerly The Harmat Organization, Inc.) - Delaware
Holding Company
Subsidiaries and Their Nature of Business:
BarPoint.Com, Inc. (Florida)("Fla.") Internet shopping portal site using UPC
barcodes.
The following are inactive:
Harmat Homes, Inc.
Harmat Holding Corp.
6
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BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A PRINCIPLES OF CONSOLIDATION AND BUSINESS (continued)
Subsidiaries and Their Nature of Business: (continued)
Northside Woods, Inc
Harmat Capital Corp.
Harmat Management, Inc.
Quick Storage, Inc.
Harmat Hospitality, Inc.
Interest In Limited Partnership
A principal stockholder of the Company is a general partner in a partnership in
which the Company has limited partnership interests. Management believes that
such limited partnership interest has no material value.
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents. Cash equivalents totaled
approximately $1,654,450 at June 30, 1999.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of
credit risk are cash and cash equivalents. The Company places its cash and cash
equivalents with high credit quality financial institutions. The amount of
deposit in any one institution that exceeds federally insured limits is subject
to credit risk. Such amount was approximately $1,559,107 at June 30, 1999.
Marketable Securities
The Company accounts for its investments pursuant to Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". SFAS No. 115 addresses the accounting and reporting
for investments in equity securities that have readily determinable fair values
and for all investments in debt securities. Those investments are to be
classified into the following three categories: held-to-maturity debt
securities; trade securities; and available-for-sale securities.
Management determines the appropriate classification of its investments in debt
and equity securities at the time of purchase and reevaluates such determination
at each balance sheet date. At June 30, 1999, all of the Company investments
were classified as available for sale securities. Unrealized gains and losses
for available-for-sale securities are excluded from earnings and reported as a
net amount as a separate component of shareholders equity as comprehensive
income until realized. The Company primarily uses the specific identification
method for gains and losses on the sales of marketable securities (see Note C).
7
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and Equipment and Depreciation
Property and equipment are stated at cost. Depreciation is computed over the
estimated useful lives of the assets, using the straight-line method for
buildings and building improvements and accelerated methods for furniture and
equipment, as follows:
Building and Building Improvements 10 to 40 Years
Furniture and Equipment 5 to 7 Years
Earnings (Loss) Per Share
The Company has adopted Statement of Financial Accounting Standards No.128,
Earnings Per Share, (SFAS 128), which specifies a new method of computation,
presentation and disclosure of Earnings Per Share (EPS). SFAS 128 requires the
presentation of two EPS amounts, basic and diluted. Basic EPS is calculated on
the weighted average number of shares outstanding. Diluted EPS is not presented
since no effect was given to outstanding options as it would have been
anti-dilutive. There was no effect of the adoption of this pronouncement.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Software Development Costs
Costs relative to software development are capitalized and carried at book value
and include $220,000 for services rendered by certain stockholders. In addition,
there are additional software costs for services rendered by certain
stockholders who have elected not to receive compensation.
Income Taxes
The Company has federal net operating loss tax carryforwards (NOL's) of
approximately $1,290,000, and expects these NOL's to be available in the future
to reduce the federal income tax liability of the Company. However, due to the
ownership change, (see Note F) the Company's ability to utilize the NOL's are
restricted under Section 382 of the Internal Revenue Code. Therefore, no tax
benefit has been reflected within these financial statements.
The deferred tax liability at June 30, 1999 relates to the unrealized gain on
marketable securities.
NOTE C MARKETABLE SECURITIES
Marketable securities consist of investments in equity and debt securities at
discounted market value, since they are unregistered, restricted securities.
The change in the unrealized loss account for the period ended June 30, 1999
was $656,094.
8
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D LOANS RECEIVABLE/PAYABLE
Stockholder
The loan receivable from Mr. Schilowitz, a company stockholder, bears interest
at the Prime Rate charged by Chase Manhattan Bank, NA, and is collateralized by
500,000 shares of Common Stock of the Company. The balance of this loan as of
June 30, 1999 was $218,655.
The loan payable to Leigh Rothschild in the amount of $110,000 is unsecured and
is non-interest bearing. During August 1999, approximately $106,000 of this
amount was repaid.
Other
The Company loaned $175,000 to Axxess, Inc. now known as Financial Web.Com,
Inc., an unaffiliated third party. The loan is evidenced by a $175,000
Promissory Note dated August 15, 1997. The note bears interest at 2% above prime
rate and unpaid interest and principal were due August 15, 1998. The note was
extended an extension, and is due in December 1999. Axxess, Inc. pledged 600,000
shares of its common stock as collateral and authorized warrants to purchase its
common stock for a price of $.25 per share (as amended) expiring August 14,
2000. As of December 15, 1998 the Company notified Axxess, Inc. that it was
exercising its warrants to purchase 175,000 shares of Axxess, Inc. for an
aggregate subscription price of $43,750; with a market price of approximately
$18 per a share or an aggregate of $3,150,000. On June 30, 1999, the market
price was $12.50 per share. A total of $43,750 was applied against the loan in
exchange for the exercise of stock warrants. The balance of $131,250 plus
accrued interest is included in Accounts Receivable.
NOTE E FAIR VALUE OF FINANCIAL INSTRUMENTS
Effective December 31, 1995, the Company adopted SFAS No. 107, "Disclosure about
Fair Value Financial Instruments", which requires disclosing fair value to the
extent practicable for financial instruments which are recognized or
unrecognized in the balance sheet. The fair value of the financial instruments
disclosed herein is not necessarily representative of the amount that could be
realized or settled, nor does the fair value amount consider the tax
consequences of realization or settlement.
The Company's financial instruments include cash and cash equivalents, trade
receivables and payables, short term loans, and short-term debt. It is estimated
that the carrying amount approximated fair value because of the near term
maturities of such obligations.
NOTE F ACQUISITION OF ASSETS OF BARPOINT.COM, INC.
On June 3, 1999, the Company acquired all of the issued and outstanding shares
of BarPoint.Com, Inc. (Fla.) pursuant to an Acquisition Agreement dated May 20,
1999. The transaction was accounted for as a reverse acquisition, as if BarPoint
acquired Harmat, due to the fact that the former shareholders of BarPoint owned
a majority of Harmat common stock after the transaction. BarPoint, a company
that was organized in September, 1998, will soon launch a new internet shopping
portal web site. The site, www.barpoint.com, will feature a patent-pending
search engine and software technology that allows consumers to use the standard
UPC barcode to search for product specific information from the internet.
9
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F ACQUISITION OF ASSETS OF BARPOINT.COM, INC. (continued)
The consideration for the acquisition was 6,634,042 shares of the Company's
common stock based upon a negotiated value of $1.90 per share. The purchase
price is subject to adjustment depending upon the value of certain of the
Company's assets at the date of closing and over a 45 day period following the
closing.
Certain shareholders made a capital contribution to the Company of 250,000
shares of FinancialWeb.com, Inc. (the "Fweb Stock") and certain other assets.
The Board of Directors of the Company have declared a stock dividend of the
Company's common stock to the Company's shareholders of record on June 3, 1999
(excluding the shareholders of BarPoint who have received the Company's common
stock in the transaction). The number of shares to be distributed in the
dividend will be determined based upon the value of the Company's investment
securities over a 45 day period plus the agreed upon value of the other assets
contributed. No payment date has been established for the dividend but it is
expected to be in September 1999.
As part of the transaction, the Company granted 5 year options to purchase
800,000 shares at an exercise price of $1.90 per share, to be distributed as the
management of BarPoint determines.
As part of the transaction, the Company sold to Leigh Rothschild, the Chairman
and CEO of the Company, three (3) shares of the Company's class A Preferred
Stock for a purchase price of $10 per share. The Preferred Stock shall vote on a
pari-pasu basis with the Company's Stock. The Company has outstanding 1,500,000
Class A Warrants and 500,000 Class B Warrants (collectively, the "Warrants").
One share of Preferred Stock shall be voted in accordance with the issuance of
the Class A Warrants and one share of Preferred Stock shall be voted in
accordance with the issuance of the Class B Warrants. The Preferred Stock shall
be entitled to one vote for each share of common stock issued upon exercise of
the Warrants. So long as the Warrants are outstanding and are not exercised,
then the Preferred Stock allocated to the Warrants shall have no vote. In the
event the Warrants are not exercised and expire by their terms, then the
Preferred Stock shall be canceled. The third share of Preferred Stock shall have
346,766 votes. In no event will any of the Preferred Stock have any votes after
five (5) years from the date of issue.
In connection with services rendered, the new consulting agreement and
guarantees issued by Matthew Schilowitz relating to collectability of certain
assets of the Company, Mr. Schilowitz was awarded options to purchase the
aggregate of 190,615 shares at $1.90 per share, exercisable over a five (5) year
period.
David W. Sass, a director of the Company, is the father of Jeffrey W. Sass, a
founder, shareholder, and director of BarPoint. McLaughlin & Stern, LLP, general
counsel to the Company, is a shareholder of BarPoint and received shares in the
Company as part of the transaction. David W. Sass is a member of said firm.
10
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G COMMITMENTS AND CONTINGENCIES
Consulting Agreement
In February 1998, the Company entered into a one year consulting agreement with
Spencer Trask to advise the Company on financial matters in connection with the
operation of the business including acquisitions, mergers and other similar
business combinations. The agreement has been extended to February, 2000. The
Company paid Spencer Trask an initial $10,000 retainer and an additional $3,500
per month. In addition, Spencer Trask is to receive a transaction fee for any
transactions consummated by the Company during the term of the agreement or
within two years after the end of the term. In connection with this agreement
Spencer Trask was granted five year warrants to purchase 200,000 shares of the
Company's common stock at $.35 per share. In connection with the acquisition
(see Note F), Spencer Trask earned an estimated fee of approximately $189,000.
Legal Proceedings Harmat Homes, Inc., a subsidiary, was served with a judgment
in the amount of $32,299, in favor of a prior customer. As of the date of these
financial statements, such amount has not been paid.
Commitments and Stock Options Plans
The Company has two stock-based compensation plans, which are described below.
The Company applies APB Option No.25 and related interpretations in accounting
for its plans. Accordingly, no compensation cost has been recognized.
1. The Plan for Incentive Compensation of Matthew Schilowitz (the
"Schilowitz Incentive Plan"), who is a stockholder and director of the
Company, was adopted by the Board of Directors and approved by the
Company's sole stockholder on March 1, 1996 and amended August 3, 1996.
Pursuant to such plan, Mr. Schilowitz has been granted an option to
purchase up to of 500,000 shares of common stock at an exercise price
of $.35 per share as amended. In conjunction with the acquisition (see
Note F) all such options have been fully vested.
2. On March 24, 1997, as part of the Company's 1996 Stock Option Plan, Mr.
Schilowitz and certain employees were granted an option of 370,000
shares of the Company's common stock at an exercise price of $.35 per
share, as amended. All such options are currently outstanding. During
the period, 40,000 shares were exercised.
Employment Agreement
On June 3, 1999, the Company entered into an Employment Agreement with Leigh
Rothschild, a stockholder, director, and chief executive officer, for 3 years
with a base salary of $200,000 in the first year, increasing in $50,000
increments each subsequent year.
11
<PAGE>
BARPOINT.COM, INC. AND SUBSIDIARIES (DEVELOPMENT STAGE COMPANY)
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G COMMITMENTS AND CONTINGENCIES (continued)
Employment Agreement (continued)
On June 3, 1999, the Company entered into a three year employment agreement with
Jeffrey W. Sass and a three year consulting agreement with Matthew Schilowitz,
who are also company stockholders and directors, for an annual base of $150,000
each, with increments of $25,000 and $50,000 each year thereafter.
Subsequent Event
On August 4 and 5, 1999, the Company concluded private placements of securities
pursuant to which it issued an aggregate of 3,970,553 shares of common stock and
received gross proceeds of approximately $7,195,000 which includes consideration
paid for a Product Supply and License Agreement.
12
<PAGE>
BarPoint.com, Inc.
(Formerly The Harmat Organization, Inc.)
Management's Discussion and Analysis of Financial Condition and
Results of Operations For the Nine Months Ended June 30, 1999
On June 3, 1999, The Harmat Organization fully completed its transition
from a real estate company to a technology company, by being acquired in a
reverse acquisition by BarPoint.com, Inc. , a Florida corporation. BarPoint will
soon launch a new internet shopping portal web site (www.barpoint.com) which
will feature a patent pending search engine and software technology allowing
consumers to use standard UPC bar codes to search for product specific
information.
The consideration for the acquisition was 6,634,042 shares of Harmat
Stock. The transaction is valued at $1.90 per share, but is subject to
adjustment based on the value of certain Harmat assets subsequent to the date of
closing.
As a result of the transaction, since BarPoint is a recipient of the
majority of Harmat's shares outstanding, BarPoint is considered the acquirer,
and Harmat has formerly changed its name to BarPoint.com, Inc.
Prior to the transaction Harmat continued and neared completion its
program of selling its real estate assets, cutting overhead, and raising cash,
in an attempt to smooth its transition into BarPoint.com, Inc. The Company still
owns Pondside Development, which is still held for sale.
BarPoint.com, Inc. has over $1,654,000 cash as of June 30, 1999 to
continue its software development program and to continue its own financing
activities, including a private placement of $1,028,500 in exchange for 541,318
shares of common stock.
On August 4, 1999 and August 5, 1999 the Company concluded private
placements of securities pursuant to which it issued an aggregate of 3,970,553
shares of common stock and received gross proceeds of approximately $7,195,000
which includes considerations paid for a Product Supply and License Agreement.
Finally, to further strengthen the Company balance sheet, certain
shareholders contributed 250,000 shares of capital stock of FinancialWeb.com,
Inc. and 60,000 warrants to purchase capital stock of Socket Communications,
Inc. The Company continues to hold an additional 175,000 shares of
Financialweb.com, Inc. Stock, as well as a note receivable of $131,250 from
FinancialWeb.com, Inc. and 750,000 shares of Series D Convertible Preferred
Stock of Socket Communications, Inc.
<PAGE>
</TABLE>
The operations shown herein reflect the nine months of BarPoint.com, Inc.,
in accordance with accounting procedures. Loss from operations were $.01 per
share and $.02 per share for the three and nine months ended September 30, 1999,
respectively, since there were no revenue streams at BarPoint during the three
and nine months. It should be noted that the Company has no current revenue
stream, however expects to commence its launch either at the end of its fiscal
fourth quarter or no later than the beginning of the first quarter of its new
fiscal year. Therefore, it is expected that near term operational losses will
continue for the year because of administrative expenses. It is expected that
future revenues will be generated from commissions, advertising and other
sources.
<PAGE>
BarPoint.com, Inc.
PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits - None
b. Reports on Form 8- K June 3, 1999 Item 2
Item 7
<PAGE>
SIGNATURES
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 hereunto duly authorized.
BarPoint.com, Inc.
(Registrant)
By:________________________
Leigh M. Rothschild
Chief Executive Officer
By:
Chief Financial Officer
Date: September 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This legend contains summary financial information extracted from the
financial statements for the six months ended June 30, 1999 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 1,654,450
<SECURITIES> 4,266,295
<RECEIVABLES> 475,077
<ALLOWANCES> 0
<INVENTORY> 149,750
<CURRENT-ASSETS> 2,290,833
<PP&E> 13,823
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,863,972
<CURRENT-LIABILITIES> 546,010
<BONDS> 0
0
0
<COMMON> 12,655
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 6,863,972
<SALES> 0
<TOTAL-REVENUES> 9,605
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 171,810
<LOSS-PROVISION> (162,208)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (162,208)
<INCOME-TAX> 591
<INCOME-CONTINUING> (162,796)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (162,796)
<EPS-BASIC> (.02)
<EPS-DILUTED> 0
</TABLE>
