<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[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 0-29781
AMERICABILIA.COM, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0142472
- --------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9155 LAS VEGAS BOULEVARD SOUTH, SUITE 242, LAS VEGAS, NEVADA 89123
- --------------------------------------------------------------------------------
(Address of principal executive offices)
702-914-8411
---------------------------
(Issuer's telephone number)
NOT APPLICABLE
----------------------------------------------------
(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 of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
As of May 8, 2000, the Company had 6,652,692 shares of its $.001 par value
common stock issued and outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Page
----
<S> <C>
Condensed Consolidated Balance Sheets
at March 31, 2000 and December 31, 1999...................................F-1
Condensed Consolidated Statements of Operations for the
Three Months ended March 31, 2000 and for the period
from March 2, 1999 (Date of Inception) through March 31, 1999.............F-3
Condensed Consolidated Statements of Stockholders' Equity for the
Three Months ended March 31, 2000 and for the period
from March 2, 1999 (Date of Inception) through March 31, 1999.............F-4
Condensed Consolidated Statements of Cash Flows for the
Three Months ended March 31, 2000 and for the period
from March 2, 1999 (Date of Inception) through March 31, 1999 ............F-5
Notes to Condensed Consolidated Financial Statements........................F-7
</TABLE>
<PAGE>
AMERICABILIA.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 2000 AND DECEMBER 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 43,845 $ 323,127
Accounts receivable, net 270,657 236,583
Inventories 648,921 446,448
Prepaid expenses and deposits 17,935 23,796
---------- ----------
Total current assets 981,358 1,029,954
PROPERTY AND EQUIPMENT, Net 148,451 154,399
GOODWILL, Net 266,953 282,061
OTHER ASSETS 7,494 7,494
---------- ----------
TOTAL $1,404,256 $1,473,908
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(Continued)
F-1
<PAGE>
AMERICABILIA.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 2000 AND DECEMBER 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 196,241 $ 224,422
Current portion of long-term debt 9,122 9,122
Income taxes payable 3,549
----------- -----------
Total current liabilities 205,363 237,093
LOANS FROM STOCKHOLDERS 135,858 34,508
LONG-TERM DEBT, Less current portion 13,087 12,092
----------- -----------
Total liabilities 354,308 283,693
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value; authorized 50,000,000 shares;
6,652,692 shares issued and outstanding at March 31, 2000
and December 31, 1999 6,653 6,653
Additional paid-in capital 1,657,525 1,637,525
Notes receivable from stockholders for stock (106,500) (104,412)
Accumulated deficit (507,730) (349,551)
----------- -----------
Total stockholders' equity 1,049,948 1,190,215
----------- -----------
TOTAL $ 1,404,256 $ 1,473,908
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(Concluded)
F-2
<PAGE>
AMERICABILIA.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO MARCH 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS PERIOD FROM
ENDED MARCH 2, 1999 TO
MARCH 31, 2000 MARCH 31, 1999
REVENUES:
<S> <C> <C>
Retail/wholesale $ 387,373 $ 7,645
Cost of sales 309,132 2,626
----------- -----------
Gross profit 78,241 5,019
----------- -----------
OPERATING EXPENSES:
General and administrative expenses 194,005 4,984
Marketing expenses 20,337 --
Depreciation and amortization 23,502 105
Organization costs -- 1,500
----------- -----------
Total operating expenses 237,844 6,589
----------- -----------
LOSS FROM OPERATIONS BEFORE INTEREST AND TAXES (159,603) (1,570)
----------- -----------
OTHER (EXPENSE) INCOME:
Interest expense (2,733) --
Interest income and other 4,157 --
----------- -----------
Total other income 1,424 --
----------- -----------
LOSS FROM OPERATIONS BEFORE INCOME TAXES (158,179) (1,570)
BENEFIT FOR INCOME TAXES -
Deferred tax benefit -- --
----------- -----------
NET LOSS $ (158,179) $ (1,570)
=========== ===========
EARNINGS PER SHARE:
Basic -
Net loss $ (158,179) $ (1,570)
=========== ===========
Weighted-average common shares outstanding 6,652,692 15,000
=========== ===========
Loss per share $ 0.02 $ 0.01
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
F-3
<PAGE>
AMERICABILIA.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NOTES
COMMON STOCK ADDITIONAL RECEIVABLE
------------------------- PAID-IN FROM ACCUMULATED
SHARES AMOUNT CAPITAL STOCKHOLDERS DEFICIT TOTAL
<S> <C> <C> <C> <C> <C> <C>
BALANCE, MARCH 2, 1999
(Date of inception) -- $ -- $ -- $ -- $ -- $ --
Proceeds from issuance
to original investors 5,000,000 5,000 495,000 (200,000) 300,000
Proceeds from private placement 1,000,000 1,000 989,178 990,178
Stock issued in connection with
acquisition 100,000 100 99,900 100,000
Stock options exercised 15,000 15 14,985 15,000
Effect of a reverse merger accounted
for as a recapitalization 537,692 538 (538)
Interest income from notes
receivable from stockholders (3,412) (3,412)
Contributed services of officers
and employees 39,000 39,000
Loans payable to officers exchanged
for stockholder loans 99,000 99,000
Net loss (349,551) (349,551)
--------- ----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 6,652,692 6,653 1,637,525 (104,412) (349,551) 1,190,215
Contributed services of officers
and employees 20,000 20,000
Interest income from notes
receivables from stockholders (2,088) (2,088)
Net loss (158,179) (158,179)
--------- ----------- ----------- ----------- ----------- -----------
BALANCE, MARCH 31, 2000 6,652,692 $ 6,653 $ 1,657,525 $ (106,500) $ (507,730) $ 1,049,948
========= =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
F-4
<PAGE>
AMERICABILIA.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO MARCH 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS PERIOD FROM
ENDED MARCH 2, 1999 TO
MARCH 31, 2000 MARCH 31, 1999
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $(158,179) $ (1,570)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 23,502 105
Contributed services of officers and employees 20,000 1,000
Changes in operating assets and liabilities, net of effects from acquisition
of businesses:
Increase in trade accounts receivable (34,074) (2,315)
Increase in inventories (203,468) --
Decrease in prepaid assets and deposits 5,861 --
Decrease in trade accounts payable and accrued expenses (27,188) --
Decrease in income taxes payable (3,549) --
--------- ---------
Net cash used in operating activities (377,095) (2,780)
--------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment (2,444) (6,245)
--------- ---------
Net cash used in investing activities (2,444) (6,245)
--------- ---------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Increase in interest receivables from loans to shareholders (2,088) --
Proceeds from loans 3,336
Payments on loans (2,341)
Loans from stockholders 101,350 --
Common stock issued 15,000
--------- ---------
Net cash provided by financing activities 100,257 15,000
--------- ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (279,282) 5,975
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 323,127 --
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 43,845 $ 5,975
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(Continued)
F-5
<PAGE>
AMERICABILIA.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM MARCH 2, 1999 (DATE OF INCEPTION) TO MARCH 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS PERIOD FROM
ENDED MARCH 2, 1999 TO
MARCH 31, 2000 MARCH 31, 1999
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ 2,733
=======
Taxes $ 3,700
=======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(Concluded)
F-6
<PAGE>
AMERICABILIA.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements include the consolidated
accounts of americabilia, com, Inc. together with its subsidiaries,
(collectively referred to herein as "the Company"). All material
intercompany balances and transactions have been eliminated. These
statements have been prepared in conformity with accounting principles
generally accepted in the United States of America and used in preparing
the Company's annual audited consolidated financial statements but do not
contain all of the information and disclosures that would be required in a
complete set of audited financial statements. They should, therefore, be
read in conjunction with the Company's audited consolidated financial
statements and related notes thereto for the period from March 2, 1999
(inception) to December 31, 1999. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect
all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the financial results for the interim
periods presented.
2. LONG-TERM DEBT
During the first quarter of 2000 the Company's Chairman and President
loaned the Company $50,000 each under terms similar to their previous
loans. See the Related Party Note 6.
3. LEASES
During the first quarter of 2000, the Company rented production equipment
under a three-year operating lease for $1,600 per month which included
maintenance and certain supplies.
4. STOCKHOLDERS' EQUITY
EARNINGS PER SHARE - Basic EPS is computed by dividing net income by the
weighted-average number of common shares outstanding for the period.
Diluted EPS is computed by dividing net income by common and common
equivalent shares outstanding for the period. Options to purchase common
stock, whose exercise price was greater than the average market price for
the period, have been excluded from the computation of diluted EPS. For
the three months ended March 31, 2000 and for fiscal 1999, there were no
dilutive options, as the options would have been anti-dilutive due to the
net loss for the period.
5. INCOME TAXES
SFAS No. 109 requires a valuation allowance to be recorded when it is more
likely than not that some or all of the deferred tax assets will not be
realized. A valuation allowance has been established on the computed
deferred tax asset at March 31, 2000 and December 31, 1999 due to the
uncertainties associated with realizing such assets in the future.
F-7
<PAGE>
6. RELATED PARTY TRANSACTIONS
The Company's chairman of the board and the Company's president, each
loaned the Company $50,000 in the first quarter of 2000, which bears
interest at the rate of eight percent per annum and is due and payable in
February 2001.
7. SUBSEQUENT EVENTS
The Company secured a $350,000 line of credit in April 2000 and drew down
$100,000 for inventory purchases. The line of credit bears interest at 9%
and must be paid in full for at least thirty days during any 12-month
period.
8. SEGMENT REPORTING
The Company has two reportable segments based upon products offered:
retail sales and corporate operations, and wholesale distribution and
manufacturing.
The Company evaluates each segment's performance based on segment
operating profit. The accounting policies of the operating segments are
the same as those described in the summary of significant accounting
policies.
Information pertaining to the operations of reportable segments is as
follows:
F-8
<PAGE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 2000
WHOLESALE
RETAIL AND DISTRIBUTION AND
CORPORATE MANUFACTURING TOTAL
<S> <C> <C> <C>
Revenues from external customers $ 130,638 $ 256,735 $ 387,373
Intersegment revenues -- 39,525 39,525
Depreciation and amortization 18,970 4,532 23,502
Interest income and other 3,396 761 4,157
Intersegment interest income 2,874 2,874
Interest expense 1,352 1,381 2,733
Intersegment interest expense 2,874 2,874
Segment (loss) income before interest and taxes (132,326) (27,277) (159,603)
Net (loss) income before taxes (129,521) (28,658) (158,179)
Income tax (benefit) provision -- -- --
Net property and equipment 58,526 89,925 148,451
RECONCILIATION OF SEGMENT REVENUES TO
CONSOLIDATED REVENUES
Total revenues for reportable segments $ 426,898
Elimination of intersegment revenues 39,525
---------
Total consolidated revenues $ 387,373
=========
</TABLE>
F-9
<PAGE>
Significantly all (over 95 percent) of the Company's sales are in the
United States.
<TABLE>
<CAPTION>
FOR THE PERIOD FROM MARCH 2, 1999 (INCEPTION)
FOR RETAIL AND CORPORATE AND FROM RETAIL WHOLESALE
TO MARCH 31, 1999 AND DISTRIBUTION AND
CORPORATE MANUFACTURING TOTAL
<S> <C> <C> <C>
Revenues from external customers $ 7,645 $ -- $ 7,645
Intersegment revenues -- --
Depreciation and amortization 105 -- 105
Segment (loss) income before interest and taxes (1,570) -- (1,570)
Net (loss) income before taxes (1,570) (1,570)
Income tax (benefit) provision -- -- --
Net property and equipment 6,140 -- 6,140
RECONCILIATION OF SEGMENT REVENUES TO CONSOLIDATED
REVENUES
Total revenues for reportable segments $ 7,645
Elimination of intersegment revenues --
-------
Total consolidated revenues $ 7,645
=======
</TABLE>
Significantly all (over 95 percent) of the Company's sales are in the United
States. Prior to August 11, 1999, the Company had no Wholesale Distribution and
Manufacturing segment.
******
F-10
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
OVERVIEW
SPECIAL FACTORS AFFECTING THE COMPARABILITY OF CURRENT QUARTER AND PRIOR PERIOD
OPERATING RESULTS
The following discussion should be read in conjunction with, and is qualified in
its entirety by our unaudited condensed consolidated financial statements as of
and for the three months ended March 31, 2000 and for the period from March 2,
1999 (Date of Inception) through March 31, 1999. The Company was formed on March
2, 1999. The Company did not achieve substantial operations until after March
31, 1999. Further, the Company acquired Unique Images in the third quarter of
1999. The period presented in the condensed consolidated financial statements
from March 2, 1999 through March 31, 1999 is not a full three months of
operations and was during the development stage of the Company. Such period may
not be comparable to the three months ended March 31, 2000. The period from
March 2, 1999 through March 31, 1999 is referred to herein as the "March 1999
period" while the period from January 1, 2000 through March 31, 2000 is referred
to herein as the "March 2000 quarter".
DESCRIPTION OF BUSINESS
The Company is engaged in direct internet merchandising of American-themed
collectibles, gifts, and memorabilia. The Company manufactures and assembles its
own products and also purchases products from a number of sources. The Company's
products are marketed on an internet shopping site, www.americabilia.com. The
Company strives to offer its customers a broad selection of products, a
convenient shopping experience, and a competitive price. The Company commenced
with organizational and operational activities on March 2, 1999 in Nevada as
americabilia.com.
The Company offers both framed memorabilia which it manufactures and products
which it acquires from suppliers. Generally, the products acquired from
suppliers are purchased by the Company, shipped by the supplier to the Company's
facilities in Nevada and held in inventory until sale and shipment to customers.
In selected instances, the Company purchases products from suppliers which drop
ship the products to the Company's customers. In each instance, the Company
acquires title to the product from the supplier and has all risks and rewards of
ownership of the product. In each instance, the Company and not the supplier
bears the risk of collection. In the case the customer returns the product, the
product is returned to the Company and held by the Company in inventory for sale
to a future customer. The Company acts as principal and not agent in connection
with all product sales.
On August 11, 1999, the Company acquired the outstanding capital stock of Veltre
Enterprises, Inc. dba Unique Images. Unique Images designs and manufactures
Hollywood and sports memorabilia for fine art and memorabilia galleries. Unique
Images also provides high volume and custom picture framing services. Unique
Images uses computerized joiner and mat cutting equipment. The purchase price
paid for Unique Images consisted of (i) $200,000 in cash, (ii) a Promissory Note
in the original principal amount of $200,000 and (iii) 100,000 shares of the
Rule 506 common stock of americabilia.com Nevada. The stock was issued at its
fair value on the issue date of $1.00 per share or $100,000 in total. The
Promissory Note was paid in full in November 1999. As part of the purchase,
americabilia.com Nevada agreed to lease from Keith
1
<PAGE>
Veltre and his affiliates the premises that are used for Unique Images' business
operations as well as certain business equipment.
The Company was originally organized under the laws of the state of Florida on
August 22, 1989 under the name First Zurich Investments, Inc. On November 15,
1996, the name of the entity was changed to Terra International Pharmaceuticals,
Inc. On September 7, 1999, the entity's name was changed to americabilia.com,
Inc. On September 17, 1999, the Company conducted a recapitalization through the
merger of americabilia.com Nevada with and into Worldwide Collectibles, Inc., a
Nevada corporation and a wholly owned subsidiary of the Company formed for the
purpose of the merger. Pursuant to an Agreement of Merger dated September 14,
1999, each of the former stockholders of americabilia.com Nevada received one
(1) share of Common Stock, in exchange for their shares of americabilia.com
Nevada. As a result of the acquisition, a total of 6,115,000 shares of common
stock were issued to the former shareholders of americabilia.com Nevada. Prior
to its acquisition of americabilia.com Nevada, the Company did not have any
operations. For accounting purposes, the acquisition has been treated as a
recapitalization of americabilia.com with americabilia.com as the acquirer
(reverse merger). As a result of this transaction the Company became a publicly
traded company.
The recapitalization was accounted for by adjusting common stock by $537 for the
537,690 shares of common stock held by the shareholders at the time that the
entity was known as Terra International Pharmaceuticals, Inc. In addition,
because the net assets of Terra International Pharmaceuticals, Inc. were $0,
paid in capital was decreased by an amount equal to the par value of the 537,690
shares. Prior to the reverse merger, Terra Pharmaceuticals had no operations.
The companies involved in the recapitalization included Terra Pharmaceuticals,
Terra's wholly owned subsidiary, Worldwide Collectibles, and americabilia.com
Nevada. Unique Images is a wholly owned subsidiary of Worldwide Collectibles.
REVENUES
The Company's revenues increased $379,728 from $7,645 in the March 1999 period
to $387,373 in the March 2000 quarter. The increase is due to the fact that in
the March 2000 quarter, the Company had three months of operations from both
Worldwide Collectibles as well as Unique Images. In the March 1999 period,
however, the Company's sales were limited due to the short operating period and
the fact that the Company's only sales outlet at that time was within Worldwide
Collectibles using Ebay. In the March 2000 quarter, Worldwide Collectibles sales
were $130,638 compared to $7,645 for the March 1999 period. Unique Images
external sales for the March 2000 quarter were $256,735. External sales refer to
sales to third parties, excluding intercompany sales by Unique images to
Worldwide Collectibles, Inc.
EXPENSES
Costs of sales in the March 2000 quarter were $309,132, or 80% of sales compared
to $2,626 or 34% of sales in the March 1999 period. The increase in the costs of
sales compared to 1999 activity relates to the fact that the March 2000 quarter
includes operations from both Worldwide Collectibles and Unique Images whereas
the 1999 results included only Worldwide collectibles activity. Additionally,
the during the March 1999 period, the Company was not renting inventory
warehouse space and had limited operations and inventory. The increase in cost
of sales margin from 34% to 80% was due to product mix.
2
<PAGE>
General and administrative expenses increased $189,021 from $4,984 in the March
1999 period to $194,005 in the March 2000 quarter due to the Company adding
significant staff and commencing as previously mentioned above.
Marketing expenses increased by $20,337 in the March 2000 quarter from $0 in the
March 1999 period as the Company increased its marketing efforts once a viable
Internet and retail showroom were available for customers to visit. Marketing
was 5% of revenues for the March 2000 quarter. Several officers of the Company
are currently not receiving salaries. However, contributed salary expense has
been recognized in the form of contributed capital during the March 2000 quarter
($20,000) and the March 1999 period ($1,000).
OTHER INCOME (EXPENSE)
Interest expense in the March 2000 quarter was $2,733 due to debt carried by the
Company that did not exist in the March 1999 period. Interest income for the
March 2000 quarter was $4,157 due to available and interest bearing cash in the
March 2000 quarter that did not exist in the March 1999 period as well as
interest earned on the loans to shareholders of $2,088. The loans to
shareholders related to stock issued in exchange for loans receivable in 1999.
LOANS FROM RELATED PARTIES
During the March 2000 quarter, Henry E. Cartwright, the Company's Chairman of
the Board and Gary Moore, the Company's President, each loaned the Company
$50,000. Each of these loans bear interest at the rate of eight percent (8%) per
annum and are due and payable on February 28, 2001.
NET LOSS
The Net Loss in the March 2000 quarter compared to the March 1999 period
increased by $156,609 from $1,570 to $158,179 as a result of corporate
operations and due to the results of operations for World Wide Collectibles and
from Unique Images whose operations were acquired on August 11, 1999 as
discussed above.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had cash and cash equivalents of $43,845. The
Company had working capital of $775,001 and stockholders' equity of $1,049,948.
Cash decreased by $279,282 during the March 2000 quarter as compared to December
31, 1999. The decrease was primarily as a result of inventory purchases of
$202,473 and the loss from operations of $158,179 offset by loans from officers
of $100,000.
Cash flow from operations is expected to be sufficient to pay operating costs of
the Company during the remainder of fiscal 2000. However the Company expects to
raise additional funds through a combination of private placements, public
offerings of its stock or bank loans in order to expand operations and increase
its technical infrastructure and inventory. However, there can be no assurance
that any additional financing, if needed to meet liquidity needs, will be
available to us on favorable terms or at all. There can be no assurance that our
estimate of foreseeable liquidity needs is accurate or that no new business
developments or other unforeseen events will not occur, any of which could
result in the need to raise additional funds. We expect that the adequacy of our
operating cash flow will depend upon:
3
<PAGE>
- customer acceptance of our products;
- the continued development of the Internet market as a source for our
products;
- the intensity of our competition;
- the efficiency of operations;
- the depth of customer demand, and the effectiveness of our marketing
and promotional efforts.
RECENTLY ISSUED ACCOUNTING STANDARDS
The Financial Accounting Standards Board recently issued FAS No. 137, "Deferral
of FAS 133 Accounting for Derivatives" which delays the implementation of that
pronouncement to June 15, 2000. The Company does not expect this pronouncement
to have any significant effect on its financial statements, however, the Company
has not determined what effect, if any, that FAS 133 may have on our results of
operations.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act provides a "safe harbor" for
certain forward-looking statements. Certain matters discussed in this filing
could be characterized as forward-looking statements such as statements relating
to plans for future expansion, as well as other capital spending, financing
sources and effects of regulation and competition. Such forward-looking
statements involve important risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking
statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company invests its cash and cash equivalents in FDIC insured savings
accounts which, by their nature, are not subject to interest rate fluctuation.
As of March 31, 2000, the Company had $157,072 in borrowings. The borrowings are
related to capitalized leases and loans from officers and directors which, by
their nature, are not subject to interest rate fluctuations.
4
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS
27.1 Financial Data Schedule
(B) REPORTS ON FORM 8-K
None.
5
<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.
AMERICABILIA.COM, INC.
(Registrant)
Dated: May 12, 2000 By: /s/ Gary Moore
-----------------------------------
Gary Moore, President
Dated: May 12, 2000 By: /s/ Dixie L. Cartwright
-----------------------------------
Dixie L. Cartwright, Treasurer
(Principal Financial Officer)
6
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q FOR THE QUARTER ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FINANCIAL STATEMENTS CONTAINED THEREIN.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 43,845
<SECURITIES> 0
<RECEIVABLES> 270,657
<ALLOWANCES> 0
<INVENTORY> 648,921
<CURRENT-ASSETS> 981,358
<PP&E> 148,451
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,404,256
<CURRENT-LIABILITIES> 205,363
<BONDS> 0
0
0
<COMMON> 6,653
<OTHER-SE> 1,043,295
<TOTAL-LIABILITY-AND-EQUITY> 1,404,256
<SALES> 387,373
<TOTAL-REVENUES> 387,373
<CGS> 309,132
<TOTAL-COSTS> 546,976
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,733
<INCOME-PRETAX> (158,179)
<INCOME-TAX> 0
<INCOME-CONTINUING> (158,179)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (158,179)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
