SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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 2,612,500 shares
<PAGE>
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Table of Contents
Page 1
Consolidated Balance Sheet - As of June 30, 1999 1
Consolidated Statements of Operations for the 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 6-13
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEET
June 30, 1999
Assets
Current Assets
Cash and Cash Equivalents $ 1,654,450
Marketable Securities 4,266,295
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 $ 6,557,128
Property and Equipment - Net 13,823
Other Assets
Software Development 56,326
Intangible Assets - Net 3,695
________
Total Other Assets 60,021
_________
Total Assets $ 6,630,972
=========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable and Accrued Expenses $ 22,317
Accrued Interest 274
Subscription Payable 70,297
_________
Total Current Liabilities $291,888
Other Liabilities
Loans Payable - Stockholder 126,988
Commitments & Contingencies
Stockholders' Equity
Preferred Stock -$.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 9,877
Additional Paid-In-Capital - Common Stock 7,013,609
Deficit (811,390)
_________
Total Stockholders' Equity 6,212,096
_________
Total Liabilities and Stockholder' Equity $ 6,630,972
=========
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF OPERATIONS
June 30, 1999
Nine Months
Ended
June 30, 1999
Revenues
Total Revenues $ 0
Cost of Sales and Direct Operating Expenses 0
_________
Gross Profit 0
Selling, General and Administrative Expenses 164,416
_________
Income (Loss) From Operations (164,416)
_________
Other Income (Expenses)
Miscellaneous Income 106
Interest and Dividend Income 9,605
_________
Total Other Income (Expense) 9,711
_________
Income (Loss) Before Income Taxes (154,705)
Income Taxes 591
_________
Net Income (Loss) $ (155,296)
========
Earnings (Loss) Per Share $ (.01)
========
Weighted Average Number of Shares 9,877,860
========
<PAGE>
BAR POINT.COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF STOCKHOLDER' EQUITY
#OF SHARES OF # OF SHARES PAR APIC AD COMPREHENSIVE TOTAL
PREFERRED STOCK COMMON STOCK VALUE INCOME
Balance September 30, 1998 2,612,500 2,612 4,253,604 (1,666,869) 0 2,589,347
Loss October 1, 1998 - June 3, 1999 (496,436) 1,648,281 1,151,845
Balance June 3, 1999 2,612,500 2,612 4,253,604 (2,163,305) 1,648,281 3,741,192
Acquisition of Harmat (515,024) 2,163,305 (1,648,281) 0
2,612,500 2,612 3,738,580 0 0 3,741,192
BarPoint.com Equity at June 3, 1999 100 100 900 (85,379) (84,379)
Recapitalization of BarPoint.com 6,633,942 6,534 (6,534) 0
Acquisition Costs (189,000) (189,000)
Private Offerings 541,318 541 1,027,963 1,028,504
Exercise of Stock Options 90,000 90 13,910 14,000
Contribution of 250,000 shares of
FinancialWeb stock and 60,000
warrants of Socket Communications, Inc. 2,427,760 2,427,760
Issuance of Preferred Stock 3 30 30
Net Loss June 3, 1999 - June 30, 1999 (69,917) (656,094) (726,011)
Totals 3 9,877,860 9,877 7,013,609 (155,296) (656,094) 6,212,096
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF CASH FLOWS
June 30, 1999
Nine Month
Ended
June 30, 1999
Operating Activities:
Net Income (Loss) $ (155,296)
_________
Adjustments to Reconcile Net Income to Net Cash
Provided (Used) by Operating Activities:
Depreciation and Amortization 0
Changes in Assets and Liabilities:
Accounts Receivable (194,385)
Intangibles (3,695)
Prepaid Expenses (11,556)
Accounts Payable and Accrued Expenses 221,317
Development costs (56,326)
Subscription Payable 70,297
Total Adjustments 25,652
_________
Net Cash Provided (Used) by Operating Activities (129,644)
_________
Investing Activities:
Loans Receivable - Other (153,704)
Investment of Marketable Securities (4,922,389)
Property & Equipment (13,823)
Land Held For Resale (149,750)
_________
Net Cash Used by Investing Activities (5,239,666)
_________
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
June 30, 1999
Nine Month
Ended
June 30, 1999
Financing Activities:
Proceeds from Acquisition and Issuance of Capital Stock 7,265
Paid in Capital - Net of Acquisition Adjustment 7,016,495
_________
Net Cash Provided by Financing Activities 7,023,760
_________
Net Increase (Decrease) in Cash and Cash Equivalents 1,654,450
Cash and Cash Equivalents - Beginning of Period 0
_________
Cash and Cash Equivalents - End of Period 1,654,450
========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Periods for:
Interest 0
========
Income Taxes $ 591
========
</TABLE>
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(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 Bar
Point.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 then owned in excess of a
majority of Harmat common stock. In connection with the purchase of Harmat, the
consideration paid to the shareholders of Harmat was recorded as nonrecurring
compensation expense in the accompanying statements of operations for the nine
months ended June 30, 1999. The consolidated financial statements presented
herein for the periods prior to the effective date of the acquisition only
include the accounts of Harmat. The consolidated statements of shareholders'
equity have 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". All significant intercompany balances have been eliminated.
The June 30, 1999 financial statements reflect the financial position and
results of operations of Bar Point.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:
Bar Point.Com, Inc. (Formerly The Harmat Organization, Inc.) - Delaware
Holding Company
Subsidiaries and Their Nature of Business:
Bar Point.Com, Inc.
Internet shopping portal site using patented UPC barcodes.
Harmat Homes, Inc. ("Harmat Homes")
Construction of custom homes and residential and commercial rental properties,
in the eastern portion of Long Island, New York.
Harmat Holding Corp. ("Harmat Holding")
Subdivision and development of undeveloped land in the eastern portion of Long
Island, New York.
Northside Woods, Inc. ("Northside")
Rental of residential property in the eastern portion of Long Island, New York.
Harmat Capital Corp. ("Harmat Capital")
Rental of residential property in the eastern portion of Long Island, New York.
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Harmat Management, Inc.
Limited partner in real estate partnership in the eastern portion of Long
Island, New York.
Quick Storage, Inc.
Short-term rental of storage facilities in the eastern portion of Long Island,
New York. Asset sold in July 1998.
Harmat Hospitality, Inc.
Purchase and operate resort properties.
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.
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. Cash includes $59,482 set aside to
satisfy a Suffolk County bonding requirement.
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. Trading securities are
securities bought and held principally for the purpose of selling them in the
near term and are reported at fair value, with unrealized gains and losses
included in operations for the current year. Available-for-sale securities are
investments not classified as Trading Securities. Thus, unrealized gains and
losses for available-for-sale securities are excluded from earnings and reported
as a net amount in a separate component of shareholders equity until realized.
The Company primarily uses the specific identification method for gains and
losses on the sales of marketable securities (see Note C).
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(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
Earnings (loss) per share are computed by dividing the net income (loss) for the
year by the weighted average number of common shares outstanding. Stock options
and warrants are assumed converted to stock, when dilutive.
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
Research and development costs relative to software development are capitalized
and carried at book value. In addition, there are additional software costs for
services rendered by stockholders not reflected in these statements, for which
management has elected not to receive compensation.
Revenue Recognition
The Harmat affiliates recognize revenue from the acquisition, development and
sale of land, and construction and sale of houses on such land. Pursuant to the
terms of such contracts and Statement of Financial Accounting Standards ("SFAS")
No. 66, "Accounting for Sales of Real Estate", the Company uses the deposit
method of accounting. This method provides that all construction costs be
recorded as incurred and monies received from the purchases be recorded as
deposits until the purchase contracts close at which time all revenue costs and
profits are recognized.
The Company classifies all land and construction costs that are expected to be
completed within one year as current asset. At June 30, 1999 substantially all
such land and construction costs held for sale were sold.
Rental income is recognized as it is earned pursuant to the term of each lease
on a straight-line basis. Leases generally have an initial or remaining term of
one year or less. As of June 30, 1999, since all rental assets were sold, no
leases are in effect.
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
cost of such securities is $4,911,817. The change in the unrealized loss account
for the period ended June 30, 1999 was $656,094.
NOTE D LOANS TO STOCKHOLDERS
Stockholder
The loan receivable to Mr. Schilowitz, a company stockholder, is evidenced by a
Promissory Note with simple interest at the Prime Rate charged by Chase
Manhattan Bank, NA. Mr. Schilowitz pledged 500,000 shares of Common Stock of the
Company as collateral. The balance of this loan as of June 30, 1999 was
$218,655. The loan payable to Leigh Rothschild in the amount of $127,018
represents operational and software costs. During August 1998, approximately
$106,000 of this amount was repaid to Mr. Rothschild.
Other
The Company loaned $175,000 to Axxess, 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 granted a one year extension. 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 current 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.
NOTE E FAIR VALUE OF FINANCIAL INSTRUMENTS
Effective December 31, 1995, the Company adopted SFAS No. 107, "Disclosure about
Fair Value Financial Instruments", fair value of financial investments 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.
For certain financial instruments, including cash and cash equivalents, trade
receivables and payables, short term loans, customer deposits and short-term
debt, it is estimated that the carrying amount approximated fair value because
of the near term maturities of such obligations.
The fair value of long-term debt is based on current rates at which the Company
could borrow funds with similar remaining maturities. The carrying amount of
long-term debt approximates fair value.
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. pursuant to an Acquisition Agreement dated May 20, 1999.
The transaction is being treated as a reverse acquisition. BarPoint 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.
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.
A group of investors headed by Matthew Schilowitz, a shareholder and the
President and Director of the Company, 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 Fweb
Stock over a 45 day period plus the agreed upon value of the other assets
contributed. No payment dated has been established for the dividend but it is
expected to be in August or September 1999.
As part of the transaction, the Company sold to Leigh Rothschild three (3)
shares of the Company" class A Preferred Stock for a purchase price of $10.00
per share. The Preferred Stock shall vote on a pari-pasu basis with the
Company's Stock. The Company has outstanding 1,000,000 Class A Warrants and
1,000,000 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, which options are exercisable
over a five (5) year period.
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F ACQUISITION OF ASSETS OF BARPOINT.COM, INC. (continued)
David W. Sass, a Director of the Company, is the father of Jeffrey W. Sass, a
founder and shareholder 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.
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 Company paid Spencer Trask an initial $10,000
retainer fee and is required to pay 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
The Company is involved in legal proceedings which are considered routine and
incidental to its business. The Company believes that the legal proceedings
which are presently pending have no potential liability which would have an
adverse material effect on the financial condition, operations or cash flows of
the Company. Due to the inherent uncertainty of the legal process, however, this
assessment may be subject to change in the near term.
Commitments and Stock Option Plans The Company has two stock-based compensation
plans, which are described below. The Company applies APB Opinion No. 25 and
related interpretations in accounting for its plans. Accordingly, no
compensation cost has been recognized.
<PAGE>
a) The Plan for Incentive Compensation of Matthew Schilowitz (the
"Schilowitz Incentive Plan"), who is the principal stockholder, 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.
Schilowtz has been granted an option to purchase up to an aggregate of
500,000 shares of common stock at an exercise price of $5.75 per share
($.35, as amended). In conjunction with the acquisition (see Note F) all
such options have been fully vested.
<PAGE>
BAR POINT. COM, INC. AND SUBSIDIARIES
(FORMERLY THE HARMAT ORGANIZATION, INC.
AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G COMMITMENTS AND CONTINGENCIES (continued)
Employment Agreement
The Company entered into an Employment Agreement with Leigh Rothschild, its'
principal stockholder for 3 years with a base salary of $200,000 in the first
year, increasing in $50,000 increments each subsequent year.
On June 3, 1999, the Company entered into a three year employment agreement with
Jeffrey W. Sass and Matthew Schilowitz, who are also company stockholders, for a
base salary of $150,000 per year with increments of $25,000 and $50,000 each
year thereafter.
Subsequent Event
The Company raised an additional $6,659,777 in paid in capital in the form of
cash and additional software development costs through two private placements,
and through an investment made by Symbol Technologies, Inc., subject to a
licensing agreement with Symbol.
<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.
In July, 1999, the Company completed two additional offerings, raising
an additional $3,150,000 in cash in exchange for 2,113,446 shares of common
stock. Finally, the Company received an additional $1,000,000 cash investment
for stock, and agreed to issue $1,500,000 in stock in exchange for soft cost
development and advertising revenues from Symbol Technologies, Inc., aggregating
1,315,789 shares of common stock. Simultaneously, the Company signed a Licensing
Agreement with Symbol for the use of its barcode system. As part of the
transaction, the Company received a product supply and licensing agreement for
the use of barcode supply and scanning equipment.
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>
The operations shown herein reflect the nine months of BarPoint.com, Inc.,
in accordance with accounting procedures. Loss from operations were $.01 per
share, since there were no revenue streams at BarPoint during the nine months.
It should be noted that the Company has no 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. Revenues will be generated from subscriptions to the
public, as well as advertising revenues.
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 - None
<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: August 23, 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> 486,633
<ALLOWANCES> 0
<INVENTORY> 149,750
<CURRENT-ASSETS> 6,557,128
<PP&E> 13,823
<DEPRECIATION> 0
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0
0
<COMMON> 6,212,096
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<CGS> 0
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<INCOME-PRETAX> (154,705)
<INCOME-TAX> 591
<INCOME-CONTINUING> (155,296)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (155,296)
<EPS-BASIC> (.01)
<EPS-DILUTED> 0
</TABLE>
