<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2000
[ ] 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 1-15161
3DSHOPPING.COM
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4594029
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
308 WASHINGTON BOULEVARD
MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 301-6733
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 [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT April 30, 2000
Common Stock, no par value 5,064,987 Shares
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
3Dshopping.com
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
---------------------------- ---------------------------
2000 1999 2000 1999
------------ -------------- ------------ --------------
<S> <C> <C> <C> <C>
Revenues, net $ 174,940 $ 22,772 $ 427,530 $ 50,311
------------ -------------- ------------ --------------
Costs and expenses:
Sales and marketing 573,442 176,327 1,303,008 652,049
Production and development 595,296 53,102 1,104,077 346,131
General and administrative 982,810 87,919 3,144,702 2,073,491
------------ -------------- ------------ --------------
Total costs and expenses 2,151,548 317,348 5,551,787 3,071,671
------------ -------------- ------------ --------------
Loss from operations (1,976,608) (294,576) (5,124,257) (3,021,360)
Interest expense (629) (44,106) (109,768) (61,269)
Other income 479 3,250 479 3,250
Rental income 30,600 -- 56,000 --
Interest income 93,923 -- 274,265 --
------------ -------------- ------------ --------------
Net loss $(1,852,235) $ (335,432) $(4,903,281) $(3,079,379)
============ ============== ============ ==============
Net loss per share $ (0.38) $ (0.08) $ (1.04) $ (0.77)
============ ============== ============ ==============
Weighted average number of
shares used in computing
net loss per share 4,933,441 4,024,482 4,698,674 4,024,482
------------ -------------- ------------ --------------
</TABLE>
See notes to financial statements.
2
<PAGE>
3Dshopping.com
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
---------------- ----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,044,391 $ 116,918
Accounts receivable, net of allowances 52,017 113,669
Related party receivable 58,514 25,000
Other receivables 313,910 12,323
Prepaid expenses 166,823 16,143
---------------- ----------------
Total current assets 6,635,655 284,053
---------------- ----------------
Property and equipment, net of accumulated
depreciation of $190,665 and $124,687 420,406 144,004
Goodwill, net 133,187 183,131
Deposits 2,875 --
Prepaid offering costs -- 702,998
---------------- ----------------
Total assets $ 7,192,123 $ 1,314,186
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 168,559 $ 840,658
Notes payable -- 625,000
Note payable - related parties -- 70,723
Obligation under line of credit -- 54,000
Customer deposits 46,707 53,846
Current maturities of capitalized lease obligations 14,682 13,079
---------------- ----------------
Total current liabilities 229,948 1,657,306
---------------- ----------------
Noncurrent portion of capital lease obligations 23,300 12,318
---------------- ----------------
Commitments and contingencies (See Note 5)
Shareholders' equity (deficit):
Preferred stock, no par value: 5,000,000 shares
authorized: no shares issued and outstanding
Common stock, no par value: 10,000,000 shares
authorized; issued and outstanding: 4,989,627 and
3,685,746 respectively 19,259,011 7,063,915
Stock subscription receivable -- (2,500)
Accumulated deficit (12,320,136) (7,416,853)
---------------- ----------------
Total shareholders' equity (deficit) 6,938,875 (355,438)
---------------- ----------------
Total liabilities and shareholders' equity $ 7,192,123 $ 1,314,186
================ ================
</TABLE>
See notes to financial statements.
3
<PAGE>
3Dshopping.com
STATEMENT OF SHAREHOLDER'S EQUITY (DEFICIT)
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Stock
------------ Subscription Accumulated
Shares Amount Receivable Deficit Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance
July 1, 1999
Balance, beginning of period 3,685,746 $ 7,063,915 $(2,500) $ (7,416,853) $ (355,438)
Sale of common stock 1,100,000 13,200,000 13,200,000
Underwiting costs (1,266,352) (1,266,352)
Write-off of prepaid
offering costs (788,180) (788,180)
Repurchase of warrants (400,000) (400,000)
Amortization of warrants
as interest on debt 100,774 100,774
Stock options
granted (See Note 3) 288,205 288,205
Net loss for quarter (1,372,376) (1,372,376)
-------------------------------------------------------------------------------
Balance at September 30, 1999 4,785,746 $ 18,198,362 $(2,500) $ (8,789,229) $ 9,406,633
Stock options exercised 18,000 2,500 2,500
Receipt of subscription receivable 2,500 2,500
Stock options granted
(See Note 3) 470,462 470,462
Net loss for quarter (1,678,672) (1,678,672)
-------------------------------------------------------------------------------
Balance at December 31, 1999 4,803,746 $ 18,671,324 0 $(10,467,901) $ 8,203,423
Stock options exercised 185,881 25,784 25,784
Stock options granted
(See Note 3) 561,903 561,903
Net loss for quarter (1,852,235) (1,852,235)
-------------------------------------------------------------------------------
Balance at March 31, 2000 4,989,627 $ 19,259,011 0 $(12,320,136) $ 6,938,875
===============================================================================
</TABLE>
See notes to financial statements.
4
<PAGE>
3Dshopping.com
STATEMENTS OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
----------------------------------------
2000 1999
----------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,903,281) $ (3,079,379)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 140,882 37,049
Common stock issued for financing -- 45,455
Amortization of value of warrants issued for financing 100,774 --
Options issued for services and compensation 1,320,570 2,290,646
Changes in assets and liabilities:
Accounts receivable, net of allowance 61,652 (16,206)
Related party receivable (33,514) --
Other receivables (313,459) --
Prepaid expenses (110,444) (205,005)
Contracts in progress (23,975) (20,263)
Prepaid offering costs (85,182) --
Accounts payable and other liabilities (671,416) 85,114
Customer deposits (8,614) 19,333
----------------------------------------
Net cash used in operating activities (4,526,007) (843,256)
----------------------------------------
Cash flows from investing activities:
Acquisition of property and equipment (368,503) (82,204)
----------------------------------------
Cash flows from financing activities:
Proceeds from issuance of common stock 13,200,000 679,175
Underwriting costs (1,266,352) --
Proceeds from exercise of options 28,283 --
Proceeds from issuance of debt 100,000 5,436
Proceeds from issuance of debt-bank -- 550,000
Payment of loans from stock offering (849,723) --
Repurchase of warrants (400,000) --
Capital lease 25,389 17,758
Payment of capitalized lease obligations (15,614) (1,680)
----------------------------------------
Net cash provided by financing activities $ 10,821,983 $ 1,250,689
----------------------------------------
Net increase (decrease) in cash and cash equivalents 5,927,473 325,229
Cash and cash equivalents at beginning of fiscal year 116,918 144,564
----------------------------------------
Cash and cash equivalents at end of period $ 6,044,391 $ 469,793
========================================
Cash paid during period for:
Interest 109,768 15,814
----------------------------------------
Income taxes 800 800
----------------------------------------
</TABLE>
See notes to financial statements.
5
<PAGE>
3DSHOPPING.COM
NOTES TO FINANCIAL STATEMENTS - MARCH 31, 2000 (UNAUDITED)
NOTE 1 UNAUDITED INTERIM FINANCIAL STATEMENTS
The unaudited interim financial statements were prepared on the same basis as
the audited financial statements and reflect all adjustments (consisting solely
of normal recurring items) which are, in the opinion of management, necessary to
present a fair statement of results of operations of the Company for the quarter
and nine month periods ended March 31, 2000 and 1999 and the financial position
as of March 31, 2000.
References to "Company" are to 3Dshopping.com, formerly Pi Graphix, Inc. These
statements should be read in conjunction with the financial statements and the
related footnotes to these statements contained in the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1999.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
The Company commenced operations effective August 1, 1996. The Company was
formed to design and develop innovative marketing and display applications for
the Internet. It created proprietary 3D modeling software and business processes
and an interactive database. The Company initially marketed its technology for
use on its e-commerce Web mall and, beginning in the spring of 1999, in
enhancing client Web sites. Commencing in fiscal 2000, the Company began
providing complete Web site design and installation services in addition to its
client site enhancements and Web mall installations. The Company markets its
service and technology solutions to retailers, manufacturers, advertisers, Web
developers and other Internet related companies.
In January 2000, the Company filed for patent protection of its proprietary
technology and business processes, known collectively as the 3Dshopping
System-TM-. In April 2000 the U.S. Patent Office accorded the Company's patent
application `patent pending' status.
With the acquisition of Design Bas, Incorporated ("DBLA") on April 1, 1999, the
Company also began to design and produce mail order catalogs, brochures and
similar printed media for department stores and apparel retailers, using many of
the same business processes employed in the production of display applications
for the Internet.
LOSS PER SHARE OF COMMON STOCK
The loss per share of common stock is based on the weighted average numbers of
shares of common stock outstanding during each period, in conformity with
Statement of Financial Accounting Standards ("SFAS") No. 128 issued by the
Financial Accounting Standards Board. In addition, as required by the Securities
and Exchange Commission, the weighted average numbers of shares of common stock
outstanding for the fiscal 1999 periods included nominal issuances of potential
common shares, i.e., those shares issued within one year prior to an IPO. Loss
per common share assuming full dilution has not been presented, as the effect
would be anti-dilutive.
6
<PAGE>
NOTE 3 STOCK-BASED COMPENSATION
The Company uses stock options as one form of compensation to employees and
outside consultants for services. The Company has adopted SFAS 123 for
stock-based compensation plans. This statement encourages companies to adopt a
fair value approach to valuing stock options that would require compensation
cost to be recognized based on the fair value of stock options granted. This
statement also establishes fair value as the measurement basis for transactions
in which an entity acquires goods or services from non-employees in exchange for
equity instruments.
The fair values of option grants were estimated on the dates of grant using the
Black-Scholes option-pricing model. Compensation expense arising from options
granted to employees and outside consultants amounted to $562,000 and
$1,320,000, respectively, for the quarter and nine months ended March 31, 2000,
and $0 and $2,290,646, respectively for the quarter and nine months ended March
31, 1999. In the quarter and the nine months ended March 31, 1999, the Company
granted options to employees and consultants at prices below estimated fair
market value in recognition of services to the Company. The compensation
expenses related to such option grants amounted to $0 and $2,290,646,
respectively.
NOTE 4 RELATED PARTY TRANSACTIONS
In August 1999, the Company loaned $225,000 to a former executive officer under
a secured promissory note. The promissory note bears interest at 10% per annum,
is secured by a deed of trust on a residential property, and is repayable upon
the earlier of the sale of a principal residence or August 2000.
NOTE 5 COMMITMENTS AND CONTINGENT LIABILITIES
On July 22, 1999, the Company executed a five-year lease agreement for property
located in Marina del Rey, California in order to consolidate its sales,
technology and studio production facilities. Occupancy commenced in September
1999. Minimum monthly rentals are $49,000 to January 2002, $53,000 from February
1, 2002 to July 31, 2004, and $55,000 from August 1, 2004 to August 18, 2005.
The Company has an option to extend the lease for an additional sixty months and
has subleased a portion of the facility.
The lease required the Company to secure future lease payments with an
irrevocable letter of credit in amounts that decline from approximately $450,000
to $310,000 during the initial lease term. Subject to various terms and
conditions, the lessor may draw on the letter of credit to satisfy the lease
terms in the event the Company defaults on the lease.
NOTE 6 COMMON STOCK
On July 23, 1999, the Company completed a public offering in which the Company
sold 1,100,000 units, each consisting of one share of common stock and one
warrant for the purchase of one share of common stock. The common stock and
warrants underlying the units trade separately on the American Stock Exchange.
The warrants are exercisable at a purchase price of $18 per share at any time
until they expire on July 20, 2004, and may be called by the Company following
any consecutive ten-day period in which the Company's common stock trades over
$24 per share. The following is a summary of net proceeds of the offering:
7
<PAGE>
<TABLE>
<S> <C>
Sales of units $13,200,000
Underwriting discount (990,000)
Underwriting expenses (264,000)
Underwriters' due diligence (12,352)
-----------------
Net proceeds $11,933,648
=================
</TABLE>
NOTE 7 LOSS PER SHARE
The loss per common share is determined by dividing the net loss for each period
by the weighted average number of common shares outstanding during each period.
<TABLE>
<CAPTION>
Three Months ended March 31, Nine Months ended March 31,
----------------------------------- ---------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Common stock outstanding
Beginning of period (1) 4,803,746 3,305,746 3,685,746 3,191,400
Issued during period:
In connection with the public
stock offering -- -- 1,100,000 --
In connection with
stock option exercises 185,881 340,000 203,881 454,346
--------- --------- --------- ---------
End of period 4,989,627 3,645,746 4,989,627 3,645,746
========= ========= ========= =========
Weighted average
number of shares 4,933,441 4,024,482 4,698,674 4,024,482
========= ========= ========= =========
</TABLE>
(1) The Securities and Exchange Commission requires issuances of potential
common shares within one year prior to a public offering to be included in
earnings per share calculations as if outstanding for all periods presented.
These calculations include all such shares. Loss per common share assuming
dilution has not been presented as the result would have been anti-dilutive.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS PROVIDES INFORMATION THAT
MANAGEMENT BELIEVES IS RELEVANT TO AN ASSESSMENT AND UNDERSTANDING OF THE
COMPANY'S RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE QUARTERS AND
NINE MONTHS ENDED MARCH 31, 2000 AND 1999. THE FOLLOWING DISCUSSION SHOULD BE
READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES APPEARING
ELSEWHERE IN THIS REPORT.
OVERVIEW
From its founding in August, 1996 through the fiscal year ended
June 30, 1999, the Company devoted substantially all its resources to designing,
implementing and introducing its proprietary technology and process (the
"3Dshopping System-TM-") for the marketing and display of products on the
Internet, particularly through the creation of client Web sites for its
e-commerce Web mall.
While still developing its technology, the Company performed test
projects and provided miscellaneous programming services, receiving incidental
revenues beginning in April 1998. In fiscal year 1999, the Company also received
revenues from creating and installing client Web sites on its Web mall and from
enhancing the Web sites of several clients. Notwithstanding these revenues, the
Company has operated at a loss from inception to date, and continues to operate
at a loss as expenditures for sales and marketing, production and development,
and general and administrative costs exceed revenues. The Company presently
expects operating losses to continue over at least the next twelve months since
planned expenditures for marketing, development, production and administration
are expected to exceed revenues derived from services. Increases in expenses
will include non-cash compensation expense associated with stock options granted
to employees and independent contractors in exchange for services.
The Company believes its past operating results are not indicative of
future performance for the following reasons, among others:
- - On July 23, 1999, the Company completed a public offering of 1,100,000
units at $12 per unit, with each unit consisting of one share of common
stock and one warrant to purchase one share of common stock at a purchase
price of $18.00 per share. As a result of the offering, the Company
received net proceeds, after deducting underwriting discounts and offering
expenses, of $11,933,648. The net proceeds and their use to fund
anticipated growth has materially altered expense levels in all major
categories as a result of intentional expenditures for increases in
marketing activities, production and operating infrastructure;
- - The Company only recently emerged from the development stage and over the
last six months has broadened its business model to include full Web site
design and installation services. As a result of increased marketing and
development expenditures and expected changes in client mix, the Company
anticipates substantial increases in the number and size of individual
customer orders and revenues from operations in the future; and
- - The Company completed its acquisition of DBLA effective as of April 1,
1999, which diversified the scope of services to include catalog
production.
9
<PAGE>
Although the Company expects substantial revenue and expense growth,
it also anticipates that expenses will increase faster than revenues. In
addition, while committed to a plan of substantial increases in expenses over
the short term, the Company cannot guarantee that revenues will increase
correspondingly in the future. Like many companies attempting to build an
Internet-based business, the Company plans to establish market share by making
expenditures for marketing and sales, product development, service fulfillment,
research, and the development of infrastructure. Consequently, the Company
expects that expenses will continue to exceed estimated revenues for at least
the next twelve months and that operating losses will result.
The catalog business that the Company obtained through its acquisition
of DBLA is more traditional than the core Internet business. It had been fully
operational for several years before the Company acquired it, recording
substantially larger annual revenues than the Company's current Web services
business. If the Company's business development plans are successful, it is
expected that revenues from Internet services will increase more rapidly than
catalog sales in the future. However, since catalog clients are good prospects
for Web site services, the Company will seek to provide both services to a
single client.
RESULTS OF OPERATIONS
THIRD QUARTER ENDED MARCH 31, 2000 ("CURRENT QUARTER") AS COMPARED TO THIRD
QUARTER ENDED MARCH 31, 1999
Revenues for the current quarter were $174,940 as compared to $22,772
for the 1999 period, an increase of $152,168. The improvement resulted
principally from the inclusion of catalog revenues of approximately $98,000 in
the current quarter and an increase in Web site design service revenues of
approximately $64,000.
Costs and expenses for the current quarter 2000 were $2,151,548 as
compared to $317,348 for the 1999 period, an increase of $1,834,200. Current
quarter expenses were substantially higher due to the addition of sales,
marketing, creative, production and administrative personnel to provide
value-added services and to handle the increasing volume of activity, including
proposals and demonstration projects. The increase in costs also was
attributable to costs associated with newly developed sales programs and
participation in trade shows, and improvements in Internet service systems and
capabilities. In addition, included in costs and expenses were non-cash charges
computed under the Black-Scholes option-pricing model for stock options granted
to employees and consultants amounting to $560,000 for the current quarter as
compared to $0 for the third quarter of fiscal 1999. Also increasing costs for
the current quarter were the operating costs of DBLA.
Net loss for the current quarter was $1,852,235, or $0.38 per share,
as compared to $335,432, or $0.08 per share, for the third quarter of fiscal
1999. The weighted average number of shares used in computing net loss per share
was 4,933,441 for 2000 as compared to 4,024,482 for 1999. The increase of
908,959 shares was principally a result of the sale of common stock in July
1999.
NINE MONTHS ENDED MARCH 31, 2000 AS COMPARED TO THE NINE MONTHS ENDED MARCH 31,
1999
Revenues for the nine months ended March 31, 2000 were $427,530 as
compared to $50,311 for the nine months ended March 31 1999, an increase of
$377,219 which is primarily attributable to the first-time inclusion of catalog
revenues of $278,942, and increases in Web mall installations and client site
enhancements totaling $98,277 in 2000.
10
<PAGE>
Costs and expenses for the nine months ended March 31, 2000 were
$5,551,787 as compared to $3,071,671 for the nine months ended March 31, 1999,
an increase of $2,480,116. The increase relates to substantially greater costs
associated with additional staff for sales, production and administration, newly
developed sales programs, participation in trade shows, and improvements in
Internet service systems and capabilities, and additional facility costs due to
the consolidation of our operations with DBLA. The increase in costs for the
current nine-month period is also attributable to the inclusion of the operating
costs of DBLA.
Partially offsetting the increase in costs was a lower charge computed
under the Black-Scholes option-pricing method for the issuance of stock options
to employees and consultants $(1,320,570 for the period ended March 31, 2000 as
compared to $2,290,646 for the period ended March 31, 1999.)
The net loss for the nine months ended March 31, 2000 was $4,903,281,
or $1.04 per share, as compared to $3,079,379, or $0.77 per share, for the nine
months ended March 31, 1999. The weighted average number of shares used in
computing net loss per share was 4,698,674 for 2000 as compared to 4,024,482 for
1999. The increase of 674,192 shares was principally a result of the sale of
common stock in July 1999.
LIQUIDITY AND CAPITAL RESOURCES
From inception through June 30, 1999, the Company funded its
operations primarily through the sale of common stock and, to a lesser extent,
by issuing notes and other borrowings. The Company also issued stock and options
in exchange for services during that period. As a result of the proceeds from
the unit offering on July 23, 1999, all liabilities for borrowed money as of
June 30, 1999 were paid and the Company's working capital deficit was
eliminated. As of March 31, 2000, the Company had cash and cash equivalents of
approximately $6,044,000 and working capital of approximately $6,250,000.
The Company's liquidity and capital needs relate primarily to working
capital and other general corporate requirements. Since inception, the Company
has not received any significant cash flow from operations. Based on current
plans and expectations, the Company believes the proceeds from the unit offering
will provide sufficient capital resources to fund operations for at least the
next twelve months. Expectations about long-term liquidity may prove inaccurate
if plans change. As the Company increases sales, the Company expects cash flow
from operations to increase.
During the quarter ended March 31, 2000, the Company signed Web design
and enhancement and catalog service agreements with clients under which the
Company is entitled to receive up to $350,000 in return for providing its
services. This revenue will be recognized as services under the contracts are
completed. Costs incurred in connection with the projects through quarter end
(approximately $45,000) have been deferred and are included in prepaid expenses.
FORWARD-LOOKING STATEMENTS
Information in "Management's Discussion and Analysis" and elsewhere in
this Form 10-Q about the Company's goals, plans and expectations regarding
future business operations constitutes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Factors that could adversely affect these
forward-looking statements include, customer demand for services, competitive
factors, technological developments, and the
11
<PAGE>
Company's ability to deliver its services and the Company's ability to execute
its plans successfully. Any forward-looking statements should be considered in
light of these factors.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On July 20, 1999, the Company's Registration Statement on Form S-1
(File No. 333-74795) registering the offer and sale of 1,000,000 units, each
consisting of one share of common stock and one warrant to purchase one share of
common stock, and the underlying common stock and warrants, was declared
effective by the Securities and Exchange Commission. The Company commenced the
offering of units under that Registration Statement, and under an additional
Registration Statement on Form S-1 (File No. 333-83295) filed under Rule 462(b)
to register an additional 100,000 units and underlying securities, on July 21,
1999. The managing underwriter for the offering was Paulson Investment Company,
Inc. All 1,100,000 units offered were sold in the offering for an aggregate
price of $13,200,000. Total expenditures from the date the offer commenced to
March 31, 2000 are $6,315,900. As of March 31, 2000, the Company had used
$2,797,300 for working capital. The remainder of the net proceeds, $5,697,000
has been invested in short-term, investment grade, interest-bearing securities.
Except as described above, none of these payments were made to directors,
officers or owners of 10% or more of 3Dshopping.com's outstanding common stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company does not have any financial instruments that are subject
to market risk.
ITEM 5. OTHER INFORMATION
Donald Hejmanowski and Robert Grant resigned as directors of the
Company during the three-month period ended March 31, 2000. Mr. Hejmanowski's
resignation was effective as of February 29, 2000 and Mr. Grant's resignation
was effective as of March 31, 2000. The Board of Directors is actively seeking
candidates to fill the vacancies created by these resignations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Articles of Incorporation of
the Registrant. Incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form
S-1 (File No. 333-74795).
3.2 Amended and Restated Bylaws of the Registrant.
Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (File
No. 333-74795).
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule
12
<PAGE>
(b) Reports on Form 8-K
3Dshopping.com did not file any reports on Form 8-K during
the period covered by this report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
3DSHOPPING.COM
Dated: May 12, 2000 By /s/ Robert J. Vitamante
----------------------------------------
Robert J. Vitamante
President, Chief Operating Officer and
Acting Chief Financial Officer
(Principal financial officer)
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 333-74795).
3.2 Amended and Restated Bylaws of the Registrant. Incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 333-74795).
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule
</TABLE>
<PAGE>
Exhibit 11
Statement re: Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net loss $(1,852,235) $ (355,432) $(4,903,281) $(3,079,379)
Net loss per share $ (0.38) $ (0.08) $ (1.04) $ (0.77)
Weighted average number
of shares used in
computing net loss
per share 4,933,441 4,024,482 4,698,674 4,024,482
Net loss per share-
diluted $ (0.37) $ (0.09) $ (0.98) $ (0.76)
Weighted average number
of shares - diluted used
in computing net loss
per share - diluted 5,028,545 4,057,091 4,992,584 4,057,091
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,044,391
<SECURITIES> 0
<RECEIVABLES> 62,017
<ALLOWANCES> 10,000
<INVENTORY> 0
<CURRENT-ASSETS> 6,635,655
<PP&E> 611,071
<DEPRECIATION> 190,665
<TOTAL-ASSETS> 7,192,123
<CURRENT-LIABILITIES> 229,948
<BONDS> 0
0
0
<COMMON> 19,259,011
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,192,123
<SALES> 427,530
<TOTAL-REVENUES> 427,530
<CGS> 0
<TOTAL-COSTS> 5,551,787
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 109,768
<INCOME-PRETAX> (4,903,281)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,903,281)
<EPS-BASIC> (1.04)
<EPS-DILUTED> (0.98)
</TABLE>
