U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] 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 000-31485
METHOD PRODUCTS CORP.
(Exact name of small business issuer as specified in its charter)
Delaware 11-3456837
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 West Copans Road, Suite F-1
Pompano Beach, Florida 33064
(Address of principal executive offices)
(954) 968-1913
(Issuer's telephone number)
THE ARIELLE CORP.
26 Aerie Court
North Hills, NY 11030
Former Fiscal Year End - April 30th
(Former name, former address and former fiscal year
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
---- -----
The number of shares outstanding of the registrant's
common stock as of November 13, 2000 was 8,066,878
Transitional Small Business Disclosure Format (Check One:)
Yes No X
------ ------
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
a) Consolidated Balance Sheet as of 9/30/00 (Unaudited)
and June 30, 2000.
b) Consolidated Statements of Operations (Unaudited)
for the three months ended 9/30/00 and 9/30/99
c) Consolidated Statements of Cash Flows (Unaudited)
for the three months ended 9/30/00 and 9/30/99
d) Notes to Consolidated Financial Statements
2
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METHOD PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 (UNAUDITED) AND JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
----------- -----------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 181,071 $ 326,927
Accounts receivable, net 253,295 248,464
Inventories, net 172,844 192,109
Due from employees 11,764 2,892
Prepaid expenses and other 18,332 29,369
----------- -----------
TOTAL CURRENT ASSETS 637,306 799,761
PROPERTY AND EQUIPMENT, net 300,897 259,029
OTHER ASSETS 81,812 74,228
----------- -----------
TOTAL $ 1,020,015 $ 1,133,018
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES:
Lines of credit $ 88,513 $ 75,397
Current portion of long-term debt 58,266 61,078
Accounts payable and accrued expenses 471,347 495,956
Customer deposits 38,278 21,622
Shareholder Loans 255,000 --
----------- -----------
TOTAL CURRENT LIABILITIES 911,404 654,053
----------- -----------
LONG-TERM DEBT, less current portion 171,779 141,949
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, 20,000,000 shares authorized, $0.0001 par
value; 8,066,878 and 7,330,521 shares issued and outstanding
at September 30, 2000 and June 30, 2000, respectively 806 733
Additional paid-in capital 2,997,037 2,835,808
Deficit (3,061,011) (2,499,525)
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT), NET (63,168) 337,016
----------- -----------
TOTAL $ 1,020,015 $ 1,133,018
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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METHOD PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
--------------------------------------------------------------------------------
2000 1999
----------- -----------
SALES $ 737,134 $ 821,249
COST OF SALES 473,477 654,309
----------- -----------
GROSS PROFIT 263,657 166,940
ADMINISTRATIVE EXPENSES 734,283 300,605
----------- -----------
LOSS FROM OPERATIONS (470,626) (133,665)
----------- -----------
OTHER (INCOME) EXPENSE:
Interest expense 9,506 6,424
Other income (4,591) --
----------- -----------
OTHER EXPENSE, NET 4,915 6,424
LOSS BEFORE INCOME TAXES (475,541) (140,089)
PROVISION FOR INCOME TAXES -- --
----------- -----------
NET LOSS $ (475,541) $ (140,089)
=========== ===========
LOSS PER COMMON SHARE:
Basic and diluted $ (0.065) $ (0.026)
=========== ===========
Weighted average common shares outstanding 7,357,688 5,393,333
=========== ===========
See accompanying notes to consolidated financial statements.
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METHOD PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock Additional Stockholders'
at Paid-in Equity
# of Shares par value Capital Deficit Deficit), net
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY, July 1, 2000 7,330,521 $ 733 $ 2,835,808 ($2,499,525) $ 337,016
Issuance of stock for cash, net of expenses -- -- -- -- --
Issuance of stock for services 81,500 8 61,117 -- 61,125
Common stock issued at merger (Note 2) 654,857 65 94,000 (85,945) 8,120
Issuance of stock options below fair market value -- -- 6,112 -- 6,112
Net loss for the three months ended September 30, 2000 -- -- -- (475,541) (475,541)
----------- ----------- ----------- ----------- -----------
STOCKHOLDERS' DEFICIT, September 30, 2000 8,066,878 $ 806 $ 2,997,037 ($3,061,011) ($ 63,168)
=========== =========== =========== =========== ===========
</TABLE>
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METHOD PRODUCTS CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(475,541) $(140,089)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 26,651 --
Provision for bad debts 23,890
Options issued below fair market value 6,112 --
Common stock issued for services 61,125 --
Changes in certain assets and liabilities net of amounts from merger:
Accounts receivable (28,720) (113,541)
Inventories 19,264 198,021
Due from employees (8,872) (7,814)
Prepaid expenses and other 11,037 8,557
Accounts payable and accrued expenses (50,068) 16,075
Customer deposits 16,656 (146,471)
Income tax payable -- --
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (398,466) (185,262)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (65,432) (1,580)
Change in other assets (10,672) (1,999)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (76,104) (3,579)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in line(s) of credit 13,116 --
Proceeds from long term debt 52,490 --
Payments on long term debt (25,472) (15,282)
Proceeds from shareholder loans 255,000
Cash acquired in merger 33,580
Payments on litigation settlements -- (13,815)
Common stock issued for cash , net -- 35,000
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 328,714 5,903
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (145,856) (182,938)
CASH AND CASH EQUIVALENTS, Beginning of year 326,927 219,896
--------- ---------
CASH AND CASH EQUIVALENTS, End of year $ 181,071 $ 36,958
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid in cash $ 9,506 $ 6,424
========= =========
Income taxes paid in cash $ -- $ --
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Effective September 30, 2000, the Company recorded net tangible assets of
approximately $8,120 in connection with the
merger with The Arielle Corp., (See Note 2).
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
METHOD PRODUCTS CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organizations and Basis of Presentation
The accompanying consolidated financial statements of Method Products Corp., a
Delaware corporation, and its wholly- owned subsidiary, MPC Integrated
Technologies, Inc., ("MPCIT"), (together, referred to as the "Company") have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Item 310 (b) of
Regulation S-B. The disclosure in the notes to the financial statements have
been prepared in accordance with the instructions set forth under Item 310 (b),
Interim Financial Statements, of Regulation S-B. The requirements set forth
under Item 310(b) require that footnotes and other disclosures should be
provided as needed for the fair presentation of the financial statements and to
ensure that the financial statements are not misleading. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The requirements of
Item 310 (b) also require disclosure of material subsequent events and material
contingencies.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included and
there are no material contingencies that require disclosure. The financial
statements as of and for the three months ended September 30, 2000 and 1999 are
unaudited.
The results of operations for the interim periods presented are not necessarily
indicative of the results of operations to be expected for the fiscal year. See
"Going Concern Considerations", below. The accompanying consolidated financial
statements should be read in conjunction with the financial statements and
footnotes included in the Form SB-2, as amended, of The Arielle Corp., filed
with the Securities and Exchange Commission (the "SEC") in September 2000 (see
Note 2).
MPCIT is a multi-service business communications systems company specializing in
the custom design, installation and service of total communications network
systems for businesses, including computer telephone integration, fiber optic
cabling and video conferencing, among other network systems, for various
businesses, with a focus on businesses located in South Florida.
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<PAGE>
Going Concern Considerations
----------------------------
The Company's unaudited financial statements have been prepared on a going
concern basis that contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. The Company has a
net stockholders' deficit of $63,168 at September 30, 2000. In addition, the
Company has a deficit in working capital of $274,098 at September 30, 2000.
Management recognizes that the Company must generate additional resources to
enable it to pay its obligations as they come due. Management is planning to
obtain additional working capital from operations, and/or from other sources,
including creditors. The realization of assets and satisfaction of liabilities
in the normal course of business is dependent upon the Company obtaining
additional working capital and sustaining profitable operations. However, no
assurances can be given that the Company will be successful in these activities.
Should any of these events not occur, the accompanying financial statements will
be materially affected.
Income Taxes
------------
All deferred taxes created by net operating losses are offset in their entirety
by a deferred tax asset valuation allowance.
Derivative Instruments and Hedging Activities
---------------------------------------------
The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" effective
July 1, 2000. SFAS No. 133 requires companies to recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. Gains and losses resulting from changes in fair
values of those derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. As of and for the
three months ended September 30, 2000, the Company did not possess any
derivatives to be accounted for under SFAS No. 133.
Reclassification
----------------
Certain amounts have been reclassified in the 1999 financial
statements to conform to 2000 presentation.
NOTE 2. MERGER
On October 6, 2000, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of January 12, 2000 between The Arielle Corp., a Delaware
corporation ("Arielle") and Method Products Corp., a Florida corporation
("Method"), all of the issued and outstanding shares of common stock of Method
were exchanged on a tax-free basis for shares of common stock of Arielle, a
publicly held entity. To complete the merger, Arielle issued new shares of its
common stock to the shareholders of Method in exchange for all of the
outstanding stock of Method. Immediately subsequent to the merger, the
shareholders of Method controlled approximately 91.87% of Arielle. As a result
of this merger, the business of Method is to be conducted within the legal
entity Arielle, Arielle's name was changed to Method Products Corp., and Method
ceased to exist.
For accounting purposes, the merger has been treated as a purchase business
combination of Arielle by Method (a reverse acquisition) and a re-capitalization
of Method. Method is the acquirer for accounting purposes because the former
Method stockholders received a larger portion of the common stockholder
interests and voting rights in the combined entity than those retained by
Arielle stockholders prior to the merger. Because Method is the acquirer for
accounting purposes under APB Opinion No. 16, the surviving entity has adopted
Method's fiscal year end of June 30. The effective date of the merger for
accounting purposes is September 30, 2000. Pro-forma information has not been
presented for this merger, as it would not be meaningful since Arielle had no
operations prior to the merger.
NOTE 3. LINE OF CREDIT
Effective August 2000, the Company entered into a Loan and Security Agreement
with General Electric Capital Corporation for a Revolving Credit Loan. This
revolving line of credit has a maximum amount of $600,000 with an associated
interest rate of the Index Rate plus 2%, a term of 2 years and contains
customary financial covenants. The borrowing base is based on 80% of the value
of the Company's eligible accounts receivable and such receivables serve as
collateral under this line of credit. The proceeds from this new line of credit
also paid off a portion of existing debt.
8
<PAGE>
NOTE 4. LONG TERM DEBT
During the three months ended September 30, 2000, the Company entered into two
long-term notes payable of approximately $23,000 and $30,000, respectively, in
connection with the purchase of certain motor vehicles used in the Company's
daily operations. Such notes bear interest at 10.75% and 6.90%, respectively,
with terms of five years.
NOTE 5. ASSET ACQUISITION
Effective November 1, 2000, the Company entered into an Asset Purchase Agreement
with an unrelated third party (the "Seller") to purchase the inventory of the
Seller in exchange for shares of common stock of the Company. The purchase price
of the inventory is $223,283 which approximates the wholesale value of the
inventory. The Company will pay for this inventory by issuing 297,711 shares of
common stock of the Company valued at $0.75 per share on or about December 15,
2000.
The Company also entered into a Management Agreement with the Seller dated
September 14, 2000. The term of the agreement is for four months. During this
time the Company will manage the customers of the Seller and collect their
receivables and pay their employees and other outstanding liabilities. The
revenue generated, by the Company, as a result of managing the customers of the
Seller will be retained by the Company as compensation for such services. As of
September 30, 2000, there has been no revenue generated under these terms.
Note 6. SHAREHOLDER LOANS
During the three months ended September 30, 2000, certain existing and
prospective shareholders lent $255,000 to the Company in exchange for notes
bearing interest at 8%. On or about December 15, 2000, the notes will be
exchanged for 340,000 shares of common stock of the Company, valued at $0.75 a
share. The accrued interest will be paid, in cash, to the noteholders when the
shares are issued.
Note 7. NET LOSS PER COMMON SHARE
For the three months ended September 30, 2000 basic and diluted weighted average
common shares included only common shares outstanding. The inclusion of common
share equivalents would be anti-dilutive and, as such, they are not included.
However, the common stock equivalents, if converted, would have increased fully
diluted common shares at September 30, 2000 by approximately 5,451,202. For the
three months ended September 30, 1999 basic and diluted weighted average common
shares includes only common shares outstanding, as there were no common share
equivalents.
The number of common shares shown as outstanding in the consolidated financial
statements as compared to the number of shares used in the computation of
weighted average common shares outstanding is different by 710,333, and results
from the effect of weighting.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
FORWARD LOOKING STATEMENTS
This report on Form 10-QSB contains forward-looking statements which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and which are subject to risks and uncertainties
which could cause actual results to differ materially from those discussed in
the forward-looking statements and from historical results of operations. Among
the risks and uncertainties which could cause such a difference are those
relating to going concern considerations, our success in obtaining additional
working capital from operations and/or other sources as required or otherwise
desired, our dependence upon certain existing key personnel, a substantial
percentage of our business is currently dependent upon two suppliers, lack of
formal agreement with one of our key suppliers, non-exclusive dealership
agreement with key dealer which may be terminated upon 60 days notice, our
ability to manage growth, our success in implementing our business strategy
which includes possible acquisitions and their integration into our operations,
and the risk of economic and market factors affecting the Company or its
customers. Many of such risk factors are beyond our control. Actual results
could differ materially from the forward-looking statements made. In light of
these risks and uncertainties, there can be no assurance that the results
anticipated in these forward-looking statements contained in this report will in
fact occur.
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Any forward-looking statement speaks only as of the date on which such
statement is made, and we undertake no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward- looking statements.
ORGANIZATION AND OPERATIONS
As previously described in the notes to the consolidated financial
statements herein, and in Item 4 below, Method Products Corp. (together with our
wholly-owned subsidiary, MPC Integrated Technologies, Inc., the "Company") is
the result of an October 6, 2000 merger between The Arielle Corp., a Delaware
corporation ("Arielle"), and Method Products Corp., a Florida corporation
("Method"). The merger is accounted for as an acquisition of Arielle by Method,
and in accordance with APB Opinion 16, paragraph 93, the effective date of the
merger for accounting purposes is September 30, 2000. The merged entity has
adopted the June fiscal year end of Method. Since Arielle was a non-operating
"shell" entity with no appreciable revenues or expenses, the analysis of the
results of operations and financial condition relates primarily to the
activities of Method.
We are a multi-service business communications systems company
specializing in the custom design, installation, and service of total
communications network systems for businesses, including computer telephone
integration, fiber optic cabling and video conferencing among other network
systems, for various businesses, with a focus on businesses located in South
Florida. We intend to pursue a growth strategy which will entail, among other
things, the possible acquisition of existing technology companies involved in
segments of the business communications industry complimentary to that of the
Company and to acquire additional experienced industry personnel.
RESULTS OF OPERATIONS
Three months ended September 30, 2000 compared to three months ended
September 30, 1999, respectively.
Net sales for the three months ended September 30, 2000 were $737,134,
as compared to net sales for the three months ended September 30, 1999 of
$821,249. This decrease is primarily attributable to management's concentration
upon the hiring and integration of a substantial number of additional personnel
in various divisions, and to a lesser extent, industry market conditions.
Cost of sales was $473,477 or approximately 64% of sales for the three
months ended September 30, 2000 as compared to cost of sales for the three
months ended September 30, 1999 of $654,309 or approximately 79% of sales. This
decrease is attributable to decreased labor and product costs as a percentage of
net sales and better time management of personnel.
Administrative expenses for the three months ended September 30, 2000,
which substantially consist of sales and administrative labor, amounted to
$734,283 as compared to $300,605 for the three months ended September 30, 1999.
This increase is attributable to the hiring of additional sales personnel and
related administrative support staff in anticipation of expanded sales and
marketing efforts, and for other administrative costs, as further described
below.
Consulting fees were $7,000 for the three months ended September 30,
2000 as compared to zero for the three months ended September 30, 1999. The
increase is attributable to the payment for services rendered in accordance with
our written agreement with one individual.
Salaries were $326,252 for the three months ended September 30, 2000
as compared to $119,995 for the three months ended September 30, 1999. The
increase is attributable to our increased sales and administrative staff. As of
September 30, 2000, the Company had approximately 58 employees most of which
were hired in the beginning of such month, compared to approximately 18
employees at September 30, 1999.
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Professional fees were $73,071 for the three months ended September
30, 2000 as compared to $16,632 for the three months ended September 30, 1999.
This increase is attributable to increased legal costs associated with the
merger and related increased accounting and auditing fees.
Other selling, general and administrative expenses, which include
travel and entertainment, insurance, auto, telephone and other expenses, were
$317,986 for the three months ended September 30, 2000 as compared to $152,497
for the three months ended September 30, 1999. The increase is attributable to
expenses directly associated with increased staffing as well as financing
activities.
Interest expense was $9,506 for the three months ended September 30,
2000 as compared to $6,424 for the three months ended September 30, 1999. The
increase is attributable to additional equipment debt financing and the
commencement of our line of credit with General Electric Capital Corporation
("GE Capital"), further discussed below.
As a result of the foregoing factors, we incurred losses of
approximately $475,541 or ($.065) per share for the three months ended September
30, 2000 as compared to a loss of approximately $140,089 or ($.026) per share
for the three month period ended September 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
As previously discussed in Note 1 to our consolidated financial
statements, our consolidated financial statements have been prepared on a going
concern basis that contemplates the realization of assets and the settlement of
liabilities and commitments on the normal course of business. To the extent that
we are unable to obtain additional working capital from operations and/or other
sources as required or otherwise desired, our consolidated financial statements
will be materially affected.
At September 30, 2000, we had stockholders' deficit of approximately
$63,168 and a deficit in working capital of $274,098. Since our inception, we
have incurred losses of approximately $3,061,011. Our operations and growth have
been funded by the sale of common stock with gross cash proceeds of
approximately $1,223,000, and working capital borrowings, further discussed
below, of approximately $88,513. These funds have been used for working capital
and capital expenditures.
Our commitments for capital expenditure include the following:
build-out of our expanded new headquarters, a facility of approximately 10,000
square feet, in which there will be approximately $25,000 in additional
build-out cost, and possible upgrade of telephone and computer equipment of
approximately $50,000.
We believe our current sources of credit and liquidity, including the
recently obtained revolving credit line with GE Capital, discussed below,
assuming our compliance with the terms and conditions thereof, will provide
sufficient liquidity to meet our cash requirements to sustain existing
operations for approximately the next 12 months and that recently increased
sales and marketing efforts will grow our market share and provide sufficient
cash flows to meet our current operating needs. We believe, however, that
additional funding of up to approximately $2 million over such time period will
be necessary to grow our operations to a desired increased level. A key element
of our growth strategy is the acquisition of additional telecommunications
companies. We believe we may be able to acquire such companies or select assets
through the issuance of our shares of common stock. It is possible, however,
that certain acquisition candidates may also require cash to be acquired. In
such an event, we may require additional funding to finance such acquisitions.
Such financing, if available, may be in the form of equity and/or debt. We have
no firm commitments presently in place with any underwriters or otherwise in
connection therewith.
As of September 30, 2000, we have three lines of credit with
commercial lenders. The agreements provide for maximum revolving lines of credit
of $683,000. Interest at September 30, 2000 ranges from 8.5% to 11.5% and
accrued interest to date is $663. The aggregate amount outstanding at September
30, 2000 was $88,513. On August 17, 2000, our predecessor, Method, closed on a
$600,000 revolving line of credit with GE Capital. The term of such credit line,
which contains customary financial covenants, which have been orally waived by
GE Capital for approximately 6 months from August 17, 2000, is 2 years, with an
interest rate of 2 points over prime. The borrowing line is 80% of the value of
our eligible accounts receivable. The line of credit
11
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is secured by our assets and is personally guaranteed by our three principal
executive officers/directors. Utilizing the GE Capital line of credit, one
credit line has been paid off in full with $24,199 and $5,413 outstanding on the
two remaining lines of credit as of September 30, 2000. As of September 30,
2000, and as of November 15, 2000, we have drawn $58,901 and $345,848,
respectively, on such GE Capital credit line. Such draw down amount may differ
significantly on a day-to-day basis.
During the quarter ended September 30, 2000, we obtained loans from
several individual investors aggregating $255,000 which were used for working
capital purposes. On or about December 15, 2000, such notes will be exchanged
for 340,000 shares of our common stock, valued at $.75 per share.
For the three months ended September 30, 2000 and September 30, 1999,
approximately 42% and 13%, respectively, of our total sales were attributable to
the sale of medium sized voice communication equipment manufactured by Nitsuko
America Telecom Division ("Nitsuko"), and approximately 2% and 19%, respectively
of our total sales were attributable to the sale of large multimedia platform
based exchange systems manufactured by Fujitsu Business Communication Systems
("Fujitsu"). Inasmuch as our dealership agreement with Fujitsu is non-exclusive
and we do not have a formal agreement with Nitsuko, termination or change of our
business relationship with Nitsuko and/or Fujitsu could have a material adverse
effect on us.
On April 26, 2000 the Company entered into an agreement with Thornhill
Group, Inc., a financial advisory and investment banking firm, which will
provide us with financial advisory and investment banking services in exchange
for a combination of fees and/or shares of our common stock. Through September
30, 2000, all fees have been paid in stock. Pursuant to such agreement, such
firm has also been granted an option to purchase a total of 9.9% of our
outstanding shares of common stock as of April 30, 2002 exercisable through
April 30, 2005 at an exercise price of $.75 per share, subject to customary
adjustments.
We do not generally believe our business is seasonal.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
During July 2000, we issued to Thornhill Group, Inc. 80,000 shares of
our common stock for consulting services rendered in connection with a
previously executed financial advisory/investment banking agreement. These
shares were valued at $.75 per share.
During July 2000, we issued to Robert Hatch 1,500 shares of our common
stock for business consulting services rendered by Mr. Hatch to us. These shares
were valued at $.75 per share.
During September 2000, we entered into a stock option agreement with
Richard Fieni, an employee, whereby Mr. Fieni was granted an option to acquire
650,000 shares of our common stock at an exercise price of $.75 per share. Such
option expires on December 31, 2005.
As of September 30, 2000, Mark Antonucci, our Chief Executive Officer,
may exercise a stock option previously granted in connection with his employment
agreement to purchase 806,802 shares of the Company's common stock at $0.0001
(par value) per share.
Effective November 1, 2000, we entered into an asset purchase agreement
with an unrelated third party to purchase the inventory of such entity in
exchange for 297,711 shares of our common stock, valued at $.75 per share, which
shares are to be issued on or about December 15, 2000. The purchase price of
such inventory was $223,283, which approximates the wholesale value of the
inventory.
The $32,679 in offering proceeds that we received in connection with
Arielle's reconfirmation offering pursuant to Rule 419 under the Securities Act
of 1933, as amended, have been utilized for payments of accounts payable and
accrued liabilities.
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Item 4. Submission of Matters to a Vote of Security Holders
On October 6, 2000, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of January 12, 2000 between Arielle and Method, all
of the issued and outstanding shares of common stock of Method as of January 12,
2000, together with additional Method shares of common stock issued subsequent
thereto, were exchanged on a tax-free basis for 7,412,021 shares of common stock
of Arielle (representing approximately 91.87% of the surviving entity), in a
transaction in which Arielle, whose name was changed to Method Products Corp. in
the Certificate of Merger filed with the Delaware Secretary of State, was the
surviving legal corporation.
The Merger Agreement was adopted by unanimous consent of the Board of
Directors of Arielle and approved by more than 80% of the shareholders of
Arielle pursuant to a reconfirmation offer conducted by Arielle in accordance
with Rule 419 under the Securities Act of 1933, as amended. Three Shareholders
did not reconfirm such offer.
The Merger Agreement was adopted by unanimous consent of the Board of
Directors of Method on January 12, 2000 and approved by the written consent of a
majority of Method's shareholders on October 5, 2000. A copy of the Merger
Agreement was previously filed as Exhibit 2 to Arielle's Form SB-2 Registration
Statement, as amended, which Exhibit, together with such Form SB-2 Registration
Statement, as amended, is incorporated by reference in their entirety herein.
In connection with the merger, the officers and directors of Method
became our officers, in their same prior capacities, and directors, the bylaws
of Arielle continue as our bylaws, and the officers and directors of Arielle
resigned.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) - All exhibits required to be filed herein,
except as otherwise provided, are
incorporated by reference to the Company's
Form SB-2, as amended, previously filed
August 17, 1998 with the U.S. Securities and
Exchange Commission
- Exhibit 10 - Financial Advisory/Investment
Banking Agreement dated April 26, 2000 by
and between the Company and Thornhill Group,
Inc.
- Exhibit 27 - Financial Data Schedule Article
5 included for Electronic Data Gathering
Analysis, and Retrieval (EDGAR) purposes
only. This Schedule contains summary
financial information extracted from the
consolidated balance sheets and consolidated
statements of operations of the Company as
of and for the three months ended September
30, 2000 and is qualified in its entirety by
reference to such financial statements.
(b) We filed a Form 8-K on October 23, 2000 which discussed:
(a) the consummation of the merger by and between Method and
Arielle and Arielle's subsequent name change to Method
Products Corp. and (b) the Loan and Security Agreement by and
between Method and GE Capital whereby Method obtained a
revolving credit line from GE Capital in the principal amount
of $600,000.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant had
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: November 20, 2000 By: /s/ Mark Antonucci
--------------------------------------------
Mark Antonucci, Chief Executive Officer,
Chief Financial Officer and Secretary
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