UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999. Commission File No. 0-28720.
SALES ONLINE DIRECT INC.
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(Exact name of small business issuer in its charter)
Delaware 73-1479833
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
4 Brussels Street, Worcester, Massachusetts 01610
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(Address of principal executive office)(Zip Code)
Issuer's Telephone Number, Including Area Code: (508) 753-0945
(Securities registered pursuant to Section 12(b) of the Act)
Common Stock, $0.001 Par Value
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(Title of each class)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained on this Form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB/A or any amendment to this Form 10-KSB/A. [X]
State Issuer's revenues for its most recent fiscal year: $1,003,200
As of March 24, 2000, the registrant had outstanding 47,056,140 shares of its
common stock, par value of $0.001, its only class of voting securities. The
aggregate market value of the shares of common stock of the registrant held by
non-affiliates on March 24, 2000 was approximately $25,868,989 based upon the
average over the counter sales price of $2.625 per share on such date.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this 10-KSB/A except those
Exhibits so incorporated as set forth in Item 13.
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This Form 10-KSB/A is being filed by Sales Online Direct, Inc. (the "Company")
to amend Part III of the Form 10-KSB filed by the Company on April 14, 2000,
which incorporated by reference the information required in Items 9, 10, 11 and
12 in the Company's definitive information statement for its 2000 Annual Meeting
of Shareholders. The Company has determined that it will not file its
information statement within 120 days after the close of the fiscal year for
which the 10-KSB was filed, and therefore is filing the information required in
Part III, Items 9, 10, 11 and 12 in this 10-KSB/A.
PART III
Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Directors and Executive Officers
The following table sets forth certain information regarding the directors of
the Company.
Director
Name Age Since
---- --- -----
Gregory Rotman* 35 1999
Richard Rotman* 29 1999
Marc Stengel 42 1999
Hannah Kramer 61 1999
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*Gregory Rotman and Richard Rotman are brothers.
The following is a description of the current occupation and business
experience for the last five years for each director.
Gregory P. Rotman has served as a Director and the President and Chief
Executive Officer of the Company since the Company purchased all of the issued
and outstanding stock of Internet Auction, Inc. in February 1999 (the
"Transaction"). Prior to joining the Company, he was involved in starting a
group known as Teamworks, Inc., LLC. Its sole purpose from 1991-1995 was to
facilitate the design, financing and build-out of the MCI National Sports Museum
in Washington, D.C. Today the MCI National Sports Museum is the only
interactive, all encompassing, sports-based museum in the United States.
Richard S. Rotman has served as a Director and the Chief Financial
Officer, Vice President, and Secretary of the Company since the Transaction.
Prior to joining the Company, he was involved in the management and day-to-day
operations of Rotman Auction, Inc. which he formed in February 1997. From 1995
until February 1997, Mr. Rotman worked for the family business, Rotman
Collectibles, where he began in sales and distribution in the new product
division. As the industry was changing, Rotman Collectibles began focusing on
auctions as a more permanent division and during 1996, he began to create a
presence on the Internet. Mr. Rotman's primary expertise is in management and
daily operations. From 1994 to 1995, Mr. Rotman served as the director of an art
gallery in Jackson, Wyoming, selling original artwork to high-end clientele.
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Marc Stengel has served as a Director and Executive Vice President of the
Company since the Transaction. He runs the daily operations of the websites for
the Company, including systems administration and overseeing the programming for
each of the Company's divisions. Prior to joining the Company, he served as
president of World Wide Collectors Digest, Inc., which he co-founded in 1994 in
an effort to combine his knowledge of computer technology with his interest in
sports. Prior to that, Mr. Stengel ran his family clothing business.
Hannah Kramer has served as a Director of the Company since the
Transaction. Prior to joining the Company, she served as vice president of World
Wide Collectors Digest, Inc., which she co-founded in 1994. She also owns four
clothing stores.
Compliance with Section 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's outstanding Common Stock to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and representations that no other reports
were required, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners have been complied with
for the period which this Form 10-KSB/A relates.
Item 10. Executive Compensation.
The following table sets forth the compensation of the Company's chief
executive officer and each officer whose total cash compensation exceeded
$100,000, for the last three fiscal years ended December 31, 1999, 1998, and
1997. The Company did not pay any long-term compensation to the named officers.
Summary Compensation Table
Name and Principal Position Year Salary
--------------------------- ---- ------
Gregory P. Rotman 1999(1) $124,519
President and 1998 $ 0
Chief Executive Officer 1997 $ 0
Richard S. Rotman 1999(1) $126,194
Chief Financial Officer, 1998 $ 0
Vice President and Secretary 1997 $ 0
Marc Stengel 1999(1) $126,194
Executive Vice President 1998 $ 0
1997 $ 0
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(1) Gregory P. Rotman, Richard S. Rotman and Marc Stengel became officers
of the Company following the Transaction.
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Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table indicated all persons who, as of March 24, 2000, the
most recent practicable date, are known by the Company to own beneficially more
than 5% of any class of the Company's voting securities and all directors and
all officers of the Company as a group. The address of each person named below
is address of the Company.
Amount and
Name of Beneficial Nature of % of
Owner Beneficial Owner Class
----- ---------------- -----
Gregory Rotman 8,309,005 17.66%
Richard Rotman 10,155,451 21.58%
Marc Stengel 12,925,119 27.47%
Hannah Kramer 5,539,337 11.77%
All directors and
officers as a group 36,928,912 78.48%
Item 12. Certain Relationships and Related Transactions.
During September 1999, the Company purchased certain computer
equipment, internet research technology and coding material from Timeline, Inc.
("Timeline") in the amount of $70,000. Timeline is owned by Gregory Rotman and
Richard Rotman, who are executive officers and directors of the Company.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibits are numbered in accordance with Item 601 of
Regulation S-B.
Exhibit Description of Exhibits
No. -----------------------
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2.1 Agreement and Plan of Reorganization dated January 31,
1999 among the Company and Gregory Rotman, Richard
Rotman, Marc Stengel and Hannah Kramer (incorporated by
reference from Form 8-K - File No. 0-28720, filed on
March 10, 1999)
3.1 Certificate of Incorporation, as amended (incorporated
by reference from Form 10-KSB, filed on April 14, 2000)
3.2 Amended and Restated Bylaws (incorporated by reference
from Form 10-KSB, filed on April 14, 2000) 10.1 Lease
Agreement dated July 26, 1998 between 100 Painters Mill,
LLC and the Company (incorporated by reference from Form
10-KSB, filed on April 14, 2000)
10.1 Securities Purchase Agreement dated March 23, 2000
between the Company and Augustine Fund, LP (incorporated
by reference from Form 10-KSB, filed on April 14, 2000)
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10.2 Securities Purchase Agreement dated March 23, 2000
between the Company and Augustine Fund, LP
(incorporated by reference from Form 10-KSB, filed on
April 14, 2000)
10.3 Convertible Note dated March 23, 2000 issued to
Augustine Fund, LP pursuant to Securities Purchase
Agreement (incorporated by reference from Form 10-KSB,
filed on April 14, 2000)
10.4 Warrant dated March 23, 2000 issued to Augustine Fund,
LP pursuant to Securities Purchase Agreement
(incorporated by reference from Form 10-KSB, filed on
April 14, 2000)
10.5 Registration Rights Agreement dated March 23, 2000
between the Company and Augustine Fund, LP pursuant to
Securities Purchase Agreement (incorporated by reference
from Form 10-KSB, filed on April 14, 2000)
10.6 Escrow Agreement dated March 23, 2000 among the Company,
Augustine Fund, LP and H. Glenn Bagwell, Jr. pursuant to
Securities Purchase Agreement (incorporated by reference
from Form 10-KSB, filed on April 14, 2000)
10.7 Warrant dated March 23, 2000 issued to Delano Group
Securities, LLC (incorporated by reference from Form
10-KSB, filed on April 14, 2000)
16.1 Letter from Guest & Company on change in certifying
accountant (incorporated by reference from Form 8-K
filed on April 29, 1999)
16.2 Letter from Stephen P. Higgins, C.P.A. on change in
certifying accountant (incorporated by reference from
Form 8-K/A filed on March 31, 2000)
21.1 Subsidiaries of the Company (incorporated by reference
from Form 10-KSB, filed on April 14, 2000)
27.1 Financial Data Schedule (incorporated by reference from
Form 10-KSB, filed on April 14, 2000)
99.1 Risk Factors (incorporated by reference from Form
10-KSB, filed on April 14, 2000)
(b) Reports on Form 8-K.
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this 10-KSB/A to be signed
on its behalf by the undersigned hereunto duly authorized.
SALES ONLINE DIRECT INC.
Date: April 25, 2000 By: /s/ Gregory Rotman
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Gregory Rotman, President and CEO
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