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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the nine month period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to __________________
Commission file number: 333-79831
Pipeline Data Inc.
------------------
(Exact name of small business issuer
as specified in its charter)
Delaware 13-3953764
----------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Jack Rubinstein
250 East Hartsdale Avenue, Suite 21,
Hartsdale NY 10530; (914) 725-7028
--------------------------------------------------------------
(Address and telephone number of principal executive offices,
principal place of business,
and name, address and telephone number of agent for service of process)
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. N/A
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of November 6, 2000, there
are 3,116,890 shares of our company's common stock issued and outstanding and
785,210 warrants outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
PIPELINE DATA INC.
SEPTEMBER 30, 2000 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
Page Number
-----------
Special Note Regarding Forward Looking Information...................... 3
PART I - UNAUDITED FINANCIAL INFORMATION
Item 1. Financial Statements............................................ 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................... 15
Item 2. Changes in Securities and Use of Proceeds....................... 15
Item 3. Defaults Upon Senior Securities................................. 15
Item 4. Submission of Matters to a Vote of Security Holders............. 15
Item 5. Other Information............................................... 15
Item 6. Exhibits and Reports on Form 8-K................................ 15
2
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2000, discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
quarterly report as well as in our prospectus dated April 26, 2000.
3
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements for the period ended September 30, 2000, included
herein have been prepared by Pipeline Data Inc., without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. In the opinion
of management, the statements include all adjustments necessary to present
fairly the financial position of company as of September 30, 2000 and the
results of operations and cash flows for the nine month periods ended September
30, 1999 and 2000.
The company's results of operations during the nine months of our current
fiscal year are not necessarily indicative of the results to be expected for the
full fiscal year.
The financial statements included in this report should be read in
conjunction with the financial statements and notes thereto in our Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1999.
STATEMENTS
Balance Sheet as of September 30, 2000 and
December 31, 1999.........................................................5
Statement of Operations for the three months and nine months ended
September 30, 2000 and 1999 and from inception to September 30, 2000......6
Statement of Cash Flows for the nine months ended September 30, 2000
and 1999 and from inception to September 30, 2000.........................7
Statement of Stockholders' Equity from inception to
September 30, 2000........................................................8
Notes to Financial Statements................................................9
4
<PAGE>
PIPELINE DATA INC.
(a development stage company)
Balance Sheet
<TABLE>
<CAPTION>
September 30,
December 31, 2000
1999 (Unaudited)
---- -----------
Assets
Current assets
<S> <C> <C>
Cash and equivalents $ 114,868 $ 552,267
----------- -----------
Total current assets 114,868 552,267
----------- -----------
Total assets $ 114,868 $ 552,267
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable & accrued expenses $ 21,000 $ 40,084
----------- -----------
Total current liabilities 21,000 40,084
----------- -----------
Stockholders' equity:
Preferred stock authorized 5,000,000 shares; $0.001 par value
At December 31, 1999 and September 30, 2000
there are -0- and -0- shares outstanding
Common Stock authorized 20,000,000 shares, $0.001 par value 2,325 3,119
At December 31, 1999 and September 30, 2000,
there are 2,325,000 and 3,116,890 shares outstanding
shares outstanding respectively
Additional paid-in capital 631,346 1,105,028
Deficit accumulated during the development stage (539,803) (595,964)
----------- -----------
Total stockholders' equity 93,868 512,183
----------- -----------
Total liabilities and stockholders' equity $ 114,868 $ 552,267
=========== ===========
See accompanying notes to financial statements.
5
<PAGE>
PIPELINE DATA INC.
(a development stage company)
Statement of Operations
(UNAUDITED)
For the period
For the three For the three For the nine For the nine from inception,
months ended months ended months ended months ended June 23, 1997 to
September 30, 1999 September 30, 2000 September 30, 1999 September 30, 2000 September 30, 2000
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenue $-0- $ -0- $ 30,000 $ -0- $ 52,500
Costs of goods sold -0- -0- -0- -0- -0-
--------- ------- -------- -------- --------
Gross profit 30,000 -- 52,500
--------- ------- -------- -------- --------
Operations:
General and administrative 10,870 42,037 69,519 57,634 248,663
Non-cash compensation - legal
and consulting fee 1,000 395,000
Depreciation -- 2,852
--------- ------- -------- -------- --------
Total expense 10,870 42,037 69,519 58,634 646,515
--------- ------ -------- -------- -------
Income (loss) from operations (10,870) (42,037) (39,519) (58,634) (594,015)
--------- ------ -------- -------- -------
Other income (expense)
Interest income 2,473 -- 2,473 2,473
Interest expense -- (1,050) -- (4,422)
Total other income (expense) -- 2,473 (1,050) 2,473 (1,949)
--------- ------- -------- -------- --------
Net (loss) $ (10,870) $ (39,564) $ (40,569) $ (56,161) $ (595,964)
========== =========== =========== ========== ===========
Net (loss) per share - basic $ (0.01) $ (0.01) $ (0.04) $ (0.02)
Number of shares outstanding - basic 977,500 3,116,982 977,500 2,476,158
See accompanying notes to financial statements.
6
<PAGE>
PIPELINE DATA INC.
(a development stage company)
Statement of Cash Flows
(UNAUDITED)
For the period
For the nine For the nine from inception,
months ended months ended June 23, 1997 to
September 30, 1999 September 30, 2000 September 30, 2000
------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net (loss) $ (40,569) $ (56,161) $ (595,964)
Adjustments to reconcile net loss
to cash used in operating activities
Add items not affecting cash
Non cash compensation consulting fees
paid with shares of common stock 1,000 395,000
Depreciation 2,852
Changes in non-cash operating accounts
Accrued expenses 9,000 19,084 40,084
------- ------- --------
TOTAL CASH FLOWS USED BY OPERATIONS (31,569) (36,077) (158,028)
------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Officer loan payable repayment (72,622)
Sale of shares of common stock and warrants 24,750 473,476 598,226
Capital contribution 105,172 114,921
------- ------- --------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 57,300 473,476 713,147
------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment (2,852)
------- ------- --------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (2,852)
------- ------- --------
NET INCREASE (DECREASE) IN CASH 25,731 437,399 552,267
CASH BALANCE BEGINNING OF PERIOD 4,367 114,868 -0-
------- ------- --------
CASH BALANCE END OF PERIOD $ 30,098 $ 552,267 $ 552,267
========= ========== ==========
See accompanying notes to financial statements.
7
<PAGE>
PIPELINE DATA, INC.
(A development stage company)
Statement of Stockholders' Equity
Deficit
Date Common Stock Common Additional accumulated during Total
(Shares) Stock paid-in capital development stage
---------------------------------------------------------------------------------------
June 23, 1997 100 $1 $9,748 $ 9,749
=======================================================================================
<S> <C> <C> <C> <C> <C>
Forward split of shares 1,000,000 1,000 8,749 9,749
Cancellation of shares (750,000) (750) 750
Net income (loss) (38,620) (38,620)
--------- ------- ----------- ---------- ---------
December 31, 1997 restated 250,000 250 9,499 (38,620) (28,871)
Shares issued for consulting fees 752,500 752 187,373 188,125
Net (loss) (236,509) (236,509)
--------- ------- ----------- ---------- ---------
Balance, December 31, 1998 1,002,500 1,002 196,872 (275,129) (77,255)
Sale of shares for cash and services 1,247,500 1,248 310,627 311,875
Capital contribution 105,172 105,172
Cancellation of shares (25,000) (25) (6,225) (6,250)
Issuance of shares for legal fees 100,000 100 24,900 25,000
Net (loss) (264,674) (264,674)
--------- ------- ----------- ---------- ---------
Balance, December 31, 1999 2,325,000 2,325 631,346 (539,803) 93,868
UNAUDITED
Issuance of shares for services 2,000 2 998 1,000
Sale of shares and warrants 789,890 792 472,684 473,476
Net (loss) (56,161) (56,161)
--------- ------- ----------- ---------- ---------
Balance, September 30, 2000 3,116,890 $ 3,119 $ 1,105,028 $ (595,964) $ 512,183
============= ============== =================== ================ ============
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
PIPELINE DATA INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted principles for interim financial information.
They do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all necessary adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results of Pipeline Data Inc. for the nine months ended September 30,
1999 and 2000, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 2000.
NOTE B - EARNINGS PER SHARE
Basic loss per common share is computed by dividing the loss by the
weighted average number of common shares outstanding during the period. During
the nine month periods through September 30, 2000, there were no dilutive
securities outstanding.
NOTE C - INCOME TAXES
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any, represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of December 31, 1999 and September 30,
2000, the Company had no material current tax liability, deferred tax assets, or
liabilities to impact on the Company's financial position because the deferred
tax asset related to the Company's net operating loss carry forward and was
fully offset by a valuation allowance.
At September 30, 2000, the Company has net operating loss carry forwards
for income tax purposes of $595,964. These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010.
The components of the net deferred tax asset as of September 30, 2000 are
as follows:
Deferred tax asset:
Net operating loss carry forward $ 202,627
Valuation allowance (202,627)
----------
Net deferred tax asset $ -0-
==========
9
<PAGE>
The Company recognized no income tax benefit from the loss generated for
the period from the date of inception to September 30, 2000. SFAS No. 109
requires that a valuation allowance be provided if it is more likely than not
that some portion or all of a deferred tax asset will not be realized. The
Company's ability to realize benefit of its deferred tax asset will depend on
the generation of future taxable income. Because the Company has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.
NOTE D - COMMITMENTS AND CONTINGENCIES
a. Lease agreements
The company occupies office space at the office of the president at 250
East Hartsdale Avenue, Hartsdale, New York, 10530 at a monthly rental of $500.
b. Officer Compensation
For the period from inception, June 23, 1997, to September 30, 2000, the
company has accrued a minimal compensation of $500 per month as compensation to
Mr. Rubinstein as consideration for services while the company is in the
development stage of development.
NOTE E - PUBLIC OFFERING
The company conducted an initial public offering of its common stock and
common stock purchase warrants and has sold 789,890 shares of common stock and
785,210 Class A redeemable warrants for aggregate proceeds for $473,466. No
class B redeemable warrants were sold.
Additionally, 2,000 shares of common stock were issued for $1,000 or
$0.50 per share for printing services.
As of September 30, 2000 the company has reserved 785,210 shares of common
stock pending the conversion of the warrants into shares of common stock.
Class A warrants are exercisable into shares of common stock at $3.00 per
share until the third anniversary of the effective date of the offering (April
25, 2000). Class B warrants are exercisable into shares of common stock at $5.00
per share until the fifth anniversary of the effective date of the offering.
The company also registered the sale of 1,250,000 shares of common stock
owned by prior shareholders. Any proceeds and profits from their sale will go to
these shareholders and not to the company. They have agreed not to sell any of
their shares until one year from the effective date of the Registration
Statement, April 26, 2001.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 2000, AND FOR THE PERIOD
FROM INCEPTION (JUNE 23, 1997) TO SEPTEMBER 30, 2000.
The following discussion relates to the results of our operations to date,
and our financial condition:
This quarterly report contains forward looking statements relating to our
company's future economic performance, plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based on the beliefs of, as well as assumptions made by and information
currently known to, our management. The words "expects, intends, believes,
anticipates, may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking statements. The cautionary statements
set forth in this section are intended to emphasize that actual results may
differ materially from those contained in any forward looking statement.
Development stage activities.
The company has been a development stage enterprise from its inception June
23, 1997 to September 30, 2000. The company is in the process of developing a
web site on the World Wide Web for the purpose of selling health care products
and sharing its expertise in business and information dissemination by doing
consulting.
During this period, management devoted the majority of its efforts to
initiating the process of the web site design and development, developing
sources of supply, developing and testing its marketing strategy and finding a
management team to begin the process of: completing its marketing goals;
furthering the research and development for its products and services; and
completing the documentation for the company's initial public offering and self
underwriting this offering. These activities were funded by the company's
management and investments from stockholders. The company has not yet generated
sufficient revenues during its limited operating history to fund its ongoing
operating expenses, repay outstanding indebtedness, or fund its web site and
product development activities. There can be no assurance that development of
the web site will be completed and fully tested in a timely manner and within
the budget constraints of management and that the company's marketing research
will provide a profitable path to utilize the company's marketing plans. Further
investments into web site development, marketing research as defined in the
company's operating plan will significantly reduce the cost of development,
preparation, and processing of purchases and orders by enabling the company to
effectively compete in the electronic market place.
11
<PAGE>
During this developmental period, the company has been financed through
officer's loans with a balance of $43,672 from Jack Rubinstein, which were
converted to additional paid in capital as of September 30, 1999. The company
also financed its activities through the sale of shares of common stock and
warrants aggregating $692,671.
Results of Operations for the nine months ended September 30, 2000 as
compared to the nine months ended September 30, 1999.
For the nine months ended September 30, 2000, the company generated net
sales of $-0- as compared to $30,000 for the nine months ended September 30,
1999, representing a decrease of $30,000. The company's cost of goods sold for
the nine months ended September 30, 2000, was $-0- as compared to $-0- for the
nine months ended September 30, 1999. The company's gross profit on sales was
approximately $-0- for the nine months ended September 30, 2000, as compared to
$30,000 for the nine months ended September 30, 1999. The decrease in sales and
gross profit is the result of focusing the Company's efforts on its initial
public offering as well as completing the website and developing its internet
business.
The company's general and administrative costs aggregated approximately
$58,634 for the nine months ended September 30, 2000, as compared to $69,519 for
the nine months ended September 30, 1999, representing an decrease of $10,885.
An analysis of expenses for the nine months ended September 30, 2000 includes
spending for professional fees of $28,585, rent of $4,500, office expense of
$10,614, officer compensation of $4,500, filing fees of $10,175, and other
expenses of $260.
Results of Operations for the period from inception (June 23, 1997) to
September 30, 2000.
For the period from the company's inception, June 23, 1997, through
September 30, 2000, a period of approximately 39 months, the company generated
net sales of $52,500 (an average of $1,346 per month). The company's cost of
goods sold on sales was approximately $-0- for the period from the company's
inception June 23, 1997, through September 30, 2000. The gross profit from sales
for this 39 month period is $52,500. Management believes the gross profit of an
average of approximately $1,346 per month for the period from inception, June
23, 1997, through September 30, 2000, will improve and stabilize once the
company's web site facilities become realized at the completion of the public
offering and its marketing plans become fully implemented.
12
<PAGE>
The company's general and administrative costs aggregated approximately
$646,515 for the period from inception, June 23, 1997, through September 30,
2000. Of these initial startup costs, approximately $40,000 is attributed to
wages, professional fees of $118,319, rent of $25,648, office and computer
expenses of $31,886, consulting expenses of $394,000 paid with shares of common
stock, $19,500 in officer compensation, filing fees of $10,574, and other
expenses of $6,588.
Liquidity and Capital Resources
The company increased its cash position to $552,267 at September 30, 2000,
from a cash balance of $-0- at June 23, 1997. The Company has increased its cash
position by approximately $474,476 through the sale of an aggregate of 789,890
shares of common stock and 785,210 warrants. Working capital at September 30,
2000 was positive at $512,183. The Company expended cash through its negative
cash flows from operations of $36,077 for the nine months ended September 30,
2000.
Management believes that it will be able to fund the company through its
present cash position and the continuation of offering consulting services and
the receipt of additional capital contributions until the company's web site is
developed and on-line and the process of a public offering is completed.
Capital Commitments and Future Expenditures
Our web site located at http://www.healthpipeline.com is currently
operational and may be "clicked on" for inspection. We believe that expansion
and modification of the web site and business will occur in several stages.
The first stage consists of initial web site construction and collection of
health-related data from existing web sites and service providers and equipping
our facility with hardware, primarily workstations and dedicated data feed
supply lines. This has been partially completed. To complete the development of
our web-site, we require:
o a web-enabled platform by which we can implement an Internet application
that will be scalable (capable of growing to support additional users)
enough to handle hundreds or thousands of users, yet flexible enough to
meet continually changing business requirements and
o highly defined customization enabling a subscriber to specify his/her
fields of interest within the entire spectrum of health, medicine, and
pharmacy. Through this feature, we will be able to create a database of
user profiles (a knowledgebase of subscribers) which we can market to
medical research companies, companies involved in clinical trials,
marketers and other sources of revenue generation.
13
<PAGE>
Neither the purchase/installation of workstations and dedicated T-1 supply
lines nor the development of a web enabled platform with highly defined
customization has taken place. Hardware requirements require approximately
$30,000 of capital expenditures and T-1 supply lines can be leased for
approximately $1500-$2000 per month. Thus, completion of workstation/T-1 supply
lines portion would require approximately $54,000 and to complete the
development of the web-site would require a total of approximately $175,000
during the next twelve (12) months. The next stage of operation/expansion
consists of marketing/advertising expenditures. To refine and commence our
marketing strategy, we require, among other things:
o a market study on the largest recruiters of clinical trial participants and
their recruitment methods in the hopes of tapping this potential revenue
producing source upon the commercialization of our site. We expect to be
completed the third quarter of 2000. We retained Rainbow Media to conduct
this survey. This has been completed;
o the execution of a consumer public relations and advertising campaign to
raise awareness of the site and subsequently attract visitors to the site.
This campaign will include on-line and off-line activities. As a first
step, we have retained Rainbow Media to act as our promotional agent. Among
their activities will be arranging for media interviews and press coverage,
distributing news releases, and any other activity that might raise the
profile of our company and our services. We expect to commence this
campaign after the completion of our website, which we anticipate occurring
no earlier than the second quarter 2001. This will be an ongoing campaign;
o the execution of a business-to-business public relations and advertising
campaign to attract pharmaceutical firms, pharmacy chains, medical device
manufacturers, clinical trial companies, biotechnology firms and other
health care marketers, as well as their advertising agencies, as
advertisers and/or sponsors. We have commenced this campaign during the
third quarter of 2000. This will be an ongoing campaign; and
o the execution of an ongoing effort to build relationships with strategic
organizations in the healthcare and information technology sectors. These
organizations would include healthcare marketers including pharmaceutical
firms, medical service companies--as well as charitable research
foundations and publishers, pharmacies, clinical trial organizations,
allied health-care groups, and customer media. We have commenced this
campaign. This will be an ongoing campaign.
We estimate that approximately $175,000 may be needed for this stage of
operation/expansion. The completion of this phase of our development is
dependent upon the receipt of the maximum proceeds from this offering. We did
not raise the maximum offering amount and may be forced to seek alternative
sources of financing. We cannot assure you that we will be able to secure
financing from other sources.
The next stage of operation/expansion consists of attempts to engage in
assembling a high quality management team and strategic alliances with health
care professionals and organizations having synergies with our company. The
exact details of this stage are difficult to predict and a number of different
strategies have evolved in the current dynamic information marketplace. In
addition, website development has increased rapidly and web site capabilities
maybe achieved by purchasing future, existing sites rather than developing them
internally. Several existing health care web sites have been able to recruit
health professionals through the use of stock options and other forms of
incentive compensation which require little current, out of pocket expenditure.
We are unable to predict whether we can replicate this strategy. Accordingly, we
estimate that approximately $175,000 may be needed for this stage of
operation/expansion, which we have commenced.
Taken together and using these highest cost estimates, approximately $525,000
of capital expenditures/development costs can be expected in order to effectuate
the three step process outlined above. Therefore we anticipate that most of the
net proceeds of our recent offering will be consumed in effectuating this
strategy. We may need to seek additional financing in the future. It is not
certain that such financing could be obtained, or if obtained, would be
available at commercially reasonable rates.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
All shares sold by the Pipeline Data during the last three years have been
registered under the Securities Act of 1933.
Our company's initial public offering, as registered on Form SB-2
(Registration No. 333-79831), was declared effective on April 26, 2000. Pursuant
to this registration, we offered our president shares our common stock at $0.50
per share, class A redeemable warrants at $0.10 per warrant and class B
redeemable warrants at $0.10 per warrant. No underwriter or broker was utilized
for the sale of our securities and no commissions were paid.
Our company closed this offering on June 27, 2000, but did not physically
issue certificates until this current quarter. Our company sold 789,890 shares
of our common stock, 785,210 class A warrants and no class B warrants. The
aggregate proceeds of this offering were $473,466. Additionally, 2,000 shares of
our common stock were issued for $0.50 per share for printing services.
The company will award 5,000 shares of common stock to Rainbow Media for
services associated with the initial public offering.
All expenses associated with the offering have been prepaid and not
deducted from the proceeds of the company's initial public offering.
During this current quarter ending September 20, 2000, our company incurred
$57,634 in general and administrative expenses of which we have paid $8,550.
These expenses were paid out of working capital and are primarily attributable
to ongoing accounting, legal and salary and other office expenses. Expenses paid
includes $10,000 paid to Sheila Corvino Esquire for certain corporate legal
services. Corvino was appointed assistant secretary of our corporation, on an
interim basis, for certain ministerial functions.
ITEM 3. DEFAULTS IN SENIOR SECURITIES
None.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PIPELINE DATA INC.
By: /s/ Jack Rubinstein
--------------------
Jack Rubinstein
President, Chief Financial Officer and Director
Dated: November 13, 2000
16
