<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934 For the Period Ended August 31,
2000
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the transition period from
_______to________ .
Commission file number:
DENMANS.COM, INC.
(Name of Small Business Issuer in its Charter)
Colorado E.I.N. 91-2015608
_______________________________ ______________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 1620 - 1140 West Pender Street V6E 4G1
Vancouver, British Columbia
------------------------------------ ----------------------
(Address of Principal (Zip code)
Executive Offices)
Registrant's telephone number, including area code (604) 684-7804
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class to be so registered:
COMMON STOCK
------------
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
As at August 31, 2000, there were 11,000,000 shares of the company's common
stock ($.001 par value) outstanding.
Transitional Small Business Disclosure Format (check one)
Yes [ ] No [ X ]
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
CONSOLIDATED BALANCE SHEETS
(IN UNITED STATES DOLLARS)
As at
AUGUST 31, FEBRUARY 29,
2000 2000
$ $
--------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents 331,052 433,850
Accounts receivable [NOTE 3 AND NOTE 7] 58,695 28,098
Prepaid expenses and deposits [NOTE 4] 169,663 137,175
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 559,411 599,123
--------------------------------------------------------------------------------
Capital assets (net) [NOTE 5] 207,527 210,411
--------------------------------------------------------------------------------
766,938 809,534
================================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT
Accounts payable and accrued liabilities 239,162 144,764
Interest payable [NOTE 6] 194,241 55,392
Payroll taxes payable - 61,373
Short-term note payable [NOTE 6] 500,000 -
Deferred revenue - 15,725
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 933,403 277,254
--------------------------------------------------------------------------------
Notes payable [NOTE 6] 2,500,000 2,000,000
--------------------------------------------------------------------------------
TOTAL LIABILITIES 3,433,403 2,277,254
--------------------------------------------------------------------------------
Commitments [NOTE 8]
SHAREHOLDERS' DEFICIENCY
Share capital
Authorized
100,000,000 common shares,
par value $0.001
50,000,000 preferred shares,
par value $0.001
Issued
11,000,000 common shares 11,000 11,000
Deficit (2,677,465) (1,478,720)
--------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' DEFICIENCY (2,666,465) (1,467,720)
--------------------------------------------------------------------------------
766,938 809,534
================================================================================
SEE ACCOMPANYING NOTES
<PAGE>
<TABLE>
DENMANS.COM INC
(formerly IDS Internet Distribution Systems Inc.)
<CAPTION>
CONSOLIDATED STATEMENT OF
LOSS AND COMPREHENSIVE LOSS
(IN UNITED STATES DOLLARS)
FOR THE FOR THE FOR THE FOR THE
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
31-AUG-00 31-AUG-99 31-AUG-00 31-AUG-99
$ $ $ $
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES 34,747 - 90,212 -
Cost of sales 24,426 - 69,051 -
-----------------------------------------------------------------------------------------------
Profit 10,321 - 21,161 -
-----------------------------------------------------------------------------------------------
EXPENSES
Marketing and media 54,945 - 149,136 -
Salaries and benefits 176,935 40,649 433,836 55,710
General and administrative 119,958 23,291 298,359 35,829
Interest on notes payable [NOTE 6] 73,917 - 138,849 -
Depreciation and amortization 34,930 3,069 69,325 3,741
Accounting and legal 10,000 11,465 25,674 18,817
Incorporation costs - 965 - 1,377
Foreign exchange (gain) loss 2,391 783 (288) 2,116
Website operations 40,130 - 105,560 -
Loss on disposal of fixed assets 2,596 - 2,596 -
Interest Income (926) - (3,141) -
----------------------------------------------------------
514,876 80,222 1,219,906 117,590
----------------------------------------------------------
Loss and comprehensive loss
for the period (504,555) (80,222) (1,198,745) (117,590)
----------------------------------------------------------
Loss per common share (0.05) (0.01) (0.11) (0.01)
Weighted average number of shares
outstanding for the period 11,000,000 11,000,000 11,000,000 11,000,000
</TABLE>
<PAGE>
DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
CONSOLIDATED STATEMENT OF
SHAREHOLDERS' DEFICIENCY
(IN UNITED STATES DOLLARS)
COMMON STOCK
------------
SHARES AMOUNT DEFICIT
# $ $
--------------------------------------------------------------------------------
BALANCE, FEBRUARY 29, 2000 11,000,000 11,000 (1,478,720)
Loss for the period - - (1,198,745)
--------------------------------------------------------------------------------
BALANCE, AUGUST 31, 2000 11,000,000 11,000 (2,677,465)
================================================================================
SEE ACCOMPANYING NOTES
<PAGE>
<TABLE>
DENMANS.COM, INC.
(FORMERLY IDS INTERNET DISTRIBUTION SYSTEMS INC.)
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN UNITED STATES DOLLARS)
FOR THE FOR THE
SIX MONTHS SIX MONTHS
ENDED ENDED
AUGUST 31, AUGUST 31,
2000 1999
$ $
------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S> <C> <C>
Loss for the period (1,198,745) (80,222)
Adjustment to recover the net cash used in operations
Depreciation and amortization 69,325 3,741
Loss on disposal of capital assets (2,596) -
Accrued interest on notes payable 138,849 -
Changes in operating assets and liabilities
Increase in accounts receivable (30,598) (5,710)
(Increase) decrease in prepaid expenses and deposits (32,488) 1,947
Increase in accounts payable and accrued liabilities 82,852 13,205
Decrease in payroll taxes payable (61,373) -
Decrease in deferred revenue (15,725) -
------------------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES (1,050,499) (67,039)
------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Additions to capital assets (62,231) (60,492)
Proceeds from sale of capital assets 9,932 -
------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES (52,299) (60,492)
------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Repayment of shareholder loan (50,000)
Increase in notes payable 1,000,000 480,000
------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES 1,000,000 430,000
------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH DURING THE PERIOD (102,798) 302,469
Cash, beginning of period 433,850 29,282
------------------------------------------------------------------------------------------
CASH, END OF PERIOD 331,052 331,751
==========================================================================================
</TABLE>
SEE ACCOMPANYING NOTES
<PAGE>
1. NATURE OF BUSINESS
DENMANS.com, Inc. (the "Company") was incorporated on January 6, 1999 in the
State of Colorado as IDS Internet Distribution Systems Inc.. On July 23, 1999
the Company changed its name from IDS Internet Distribution Systems Inc. to
DENMANS.com, Inc.
The Company has established itself as an online retailer of jewelry and jewelry
related products. The Company's online store offers a broad selection of
products, informative content, easy-to-use navigation and search capabilities, a
high level of customer service, competitive pricing and personalized
merchandising and recommendations.
DENMANS.com, Inc. has two wholly owned subsidiaries; Denmans Jewelry (USA) Inc.
and Denmans Jewelry (Canada) Inc.
Denmans Jewelry (USA) Inc. was incorporated on March 8, 1999 as IDS Jewelry
U.S.A. Inc. On July 28, 1999, IDS Jewelry U.S.A. Inc. changed its name to
Denmans Jewelry (USA) Inc. It was incorporated in the State of Nevada and
functions as the operating company for the United States market.
Denmans Jewelry (Canada) Inc. was incorporated on March 25, 1999 as IDS Jewelry
Canada Inc. On August 1, 1999, IDS Jewelry Canada Inc. changed its name to
Denmans Jewelry (Canada) Inc. It was incorporated in the Province of British
Columbia and functions as the operating company for the Canadian market.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions of Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, 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 adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ended August 31, 2000
are not necessarily indicative of the results that may be expected for the year
ended February 28, 2001.
The balance sheet at February 29, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant Company's annual report on Form
10-KSB for the year ended February 29, 2000.
<PAGE>
3. ACCOUNTS RECEIVABLE
Accounts receivable comprise: AUGUST 31, FEBRUARY 29,
2000 2000
$ $
--------------------------------------------------------------------------------
Amounts due from the sale of goods 31,743 7,722
GST recoverable 13,598 10,864
Other 13,354 9,512
--------------------------------------------------------------------------------
58,695 28,098
================================================================================
4. PREPAID EXPENSES AND DEPOSITS
Prepaid expenses and deposits comprise: AUGUST 31, FEBRUARY 29,
2000 2000
$ $
--------------------------------------------------------------------------------
Deposits held by merchant banks 9,656 19,361
Deposits for leases for premises 12,634 12,634
Deposits held by suppliers 121,775 89,433
Other prepaid expenses 25,598 15,747
--------------------------------------------------------------------------------
169,663 137,175
================================================================================
The Company has obtained "just in time" supply accounts with several vendors in
the United States. Under the conditions of the supply agreements, the company is
required to provide the vendors with deposits on account. The deposits are
revolving and are non-interest bearing. Net balances on deposit will be held by
the vendors until the supply agreements are canceled.
The Company has obtained a merchant account with a bank in the United States for
credit card processing. Under the conditions of the merchant agreement, the
Company is required to provide the banks with a security deposit. The deposit is
revolving, non-interest bearing and the net balance on account will be held
until the merchant account is cancelled.
<TABLE>
5. CAPITAL ASSETS
Capital assets are recorded at cost less accumulated depreciation and comprise:
<CAPTION>
NET ADDITIONS
COST AT FOR THE SIX MONTHS ACCUMULATED NET BOOK
FEBRUARY 29, ENDED AUGUST 31, DEPRECIATION VALUE
2000 2000
$ $ $ $
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Office furniture 32,273 1,204 6,635 26,842
Production equipment 6,672 - 1,668 5,004
Computer software 14,123 - 6,551 7,572
Computer hardware 64,494 13,961 24,034 54,421
Website costs 143,155 46,516 77,525 112,146
Leasehold improvements 2,466 - 924 1,542
-------------------------------------------------------------------------------------------
263,183 61,681 117,337 207,527
===========================================================================================
</TABLE>
<PAGE>
6. NOTES PAYABLE
Notes payable comprise and are due to:
AUGUST 31,
RATE OF 2000
DUE DATE INTEREST $
--------------------------------------------------------------------------------
DGD Wealth Management May 30, 2001 5% 500,000
DGD Wealth Management October 25, 2001 5% 500,000
Eagle Harbour Management December 8, 2001 16% 500,000
Eagle Harbour Management February 15, 2002 16% 500,000
Eagle Harbour Management April 12, 2002 16% 500,000
Eagle Harvour Management August 20, 2002 16% 500,000
--------------------------------------------------------------------------------
3,000,000
================================================================================
The notes payable to DGD Wealth Management and Eagle Harbour Management are
unsecured. During the six month period ending August 31, 2000, the Company
incurred $138,849 of interest which is due within the next twelve months.
Management believes the fair value of the notes bearing interest at 16%
approximates their carrying values. Management believes the fair value of the
notes bearing interest at 5% is $715,000.
7. RELATED PARTY TRANSACTIONS
As at August 31, 2000, accounts receivable includes $5,610 [1999 - $nil] due to
a legal company that is related by way of common ownership
8. COMMITMENTS
[i] At February 29, 2000, the Company has entered into commitments for leases
for premises. The future payments for the 12 months ended February 28 are:
$
---------------------------------------------------------------------------
2001 66,672
2002 72,733
---------------------------------------------------------------------------
139,405
===========================================================================
[ii] The Company has entered into an operating lease in respect of its United
States office premises on a month by month basis. The monthly lease payment
is $2,524.
[iii]At February 29, 2000, the Company has entered into an agreement with a
company to receive internet hosting services at a cost of $5,000 per
month.
[iv] On April 10, 2000, the Company entered into an agreement with Women.com
networks. Under the terms of the agreement, Women.com networks will provide
various marketing and advertising services in exchange for $1 million,
which will be payable in twelve equal installments within 60 days of the
completion of the services.
On August 11, 2000, the Company cancelled the aforementioned agreement
with Women.com networks.
<PAGE>
ITEM 2.
MANAGEMENT DISCUSSION AND ANALYSIS
The discussion in this Report contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
discussed herein. Such risks and uncertainties are detailed in filings with the
Securities and Exchange Commission, including without limitation those discussed
in this section Item 2 below.
OVERVIEW
--------
The Company launched its principal Website during December 1999. The Company has
begun to derive its revenues mainly from the sale of jewelry and jewelry related
products via the Internet. Secondary revenues are intended to be generated
through certain business to business opportunities although no steps have been
taken by the Company in these regards.
Since the launch of its principal website, the Company has focused on
establishing strategic alliances with leading online portals, developing and
maintaining supplier relationships and a fulfillment center in the Los Angeles
Jewelry District, building brand awareness, and the execution of its sales
strategy.
During the month of July 2000, the Company announced it's expansion into the
European Jewelry Market by opening a European Subsidiary, Denmans Jewelry
(Europe) S.R.L. Strategically positioned at the crossroads of the Italian
Jewelry District, the Company's Milan office is intended to act as a conduit for
sourcing exquisite Italian jewelry products from suppliers for display on the
Company's website.
The market for jewelry and jewelry related products is highly seasonal. The
Company expects to experience significant seasonal fluctuations in net sales
that will cause quarterly fluctuations. Specifically, management expects that a
disproportionate amount of net sales will occur within the fourth quarter of any
given fiscal year due to the gift giving during the holiday season. Management
expects further that this trend will continue in future periods.
RESULTS OF OPERATIONS
---------------------
The following tables set forth selected information from the statements of
operations for the six months ended August 31, 2000 and for the six months ended
August 31, 1999 and the Balance Sheets as at August 31, 2000 and February
29,2000.
<PAGE>
SELECTED STATEMENT OF OPERATIONS INFORMATION
For the six For the six
months months
Ended August 31, Ended August 31,
2000 1999
------------------------------------
Sales 90,212 ----
Gross Profit 21,161 ----
Operating Expenses 1,219,906 117,590
Net Loss 1,198,745 117,590
SELECTED BALANCE SHEET DATA
August 31, February 29,
2000 2000
------------------------------------
Working Capital (Deficiency) (373,992) 321,869
Total Assets 766,938 809,534
Long Term Debt 2,500,000 2,000,000
Deficit 2,677,465 1,478,720
Total Shareholders' Deficiency 2,666,465 1,467,720
SALES
-----
The Company's revenues consist of net sales from jewelry and jewelry related
products net of product returns. The Company's sales increased $34,747 during
the three months ended August 31, 2000 and $90,212 for the six months ended
August 31, 2000 compared to nil for the three months ended August 31, 1999 and
nil for the six months ended August 31, 1999. This increase was driven by the
availability of the company's website to the public as of December 1999 and the
subsequent sales of the Company's products and services. It is anticipated that
the Internet will continue to become more accessible and that the market
opportunities for the Company will continue to expand. The Company's sales
decreased from $55,465 for the three months ended May 31, 2000 to $31,747 for
the three months ended August 31, 2000. This decrease was due to lower demand in
the second quarter of 2000 due to the seasonality of revenues.
COST OF SALES
-------------
Cost of sales consists primarily of the cost of jewelry and jewelry related
products sold. Gross profit for the three months ended August 31, 2000 was
$10,321 or 29.7% of sales and $21,161 or 23.5% of sales year to date. The gross
profit percentage of 29.7% of sales achieved by the Company for three months
ended August 31, 2000 remains lower than expected principally due to the mix of
products sold and additional product related costs incurred as the Company
transitioned out of the start up phase of its operations.
<PAGE>
OPERATING EXPENSES
------------------
Operating expenses for the three months ending August 31, 2000 amounted to
$514,876 and $1,219,906 for the six months ended August 31, 2000 compared to
$80,222 and $117,590 for the respective three and six month periods ending
August 31, 1999. The significant increase is principally due to increased
marketing and media expenses, headcount related expenses, leased premises
expenses, professional fees and website operations as discussed below. Operating
expenses for the three months ended August 31, 2000 compared to the three months
ended May 31, 2000 fell from $707,030 to $514,876. This decrease is primarily
due to a decrease salaries expenses and general and administrative expenses.
MARKETING AND MEDIA: The Company's marketing and media expenses consist
primarily of advertising costs, affiliate program costs, production expenses,
and market research. Our advertising activities are intended to build brand
awareness, generate website traffic, and increase overall sales. Affiliate and
associated program costs of $44,738 for the first and second quarter of fiscal
2001, relate to referral fees paid to registered affiliates for maintaining
links to the Company's website and for traffic and sales generated from said
links. Marketing and media expenses increased to $54,945 for the three months
ended August 31, 2000 and $149,136 for the six months ended August 31, 2000
compared to nil for the same three and six month periods ended August 31, 1999.
This increase is due to the fact that the company had not yet launched its
website at the quarter ending August 31, 1999 thus marketing and media
expenditures were not incurred. These expenses decreased from $94,191 for the
three months ended May 31, 2000 compared to $54,945 for the three months ended
August 31, 2000 representing proportionately the amount of decreased revenue due
to seasonal fluctuations.
SALARIES AND BENEFITS: Salaries and benefits expenses have increased to $176,935
(22 full time equivalent employees) for the three months ending August 31, 2000
and $433,836 for the six months ended August 31, 2000 compared to $40,649 and
$55,710 respectively (5 full time equivalent employees) for the same period last
year due to the increase in headcount required as a result of the website launch
in December 1999. Resulting from the completion of the Company's website,
headcount and related salaries and benefits decreased from $256,901 for the
three months ended May 31, 2000 to $176,935 for the three months ended August
31, 2000.
GENERAL AND ADMINISTRATIVE: General and administrative expenses include office
supplies and expenses, leased premises related expenses, professional fees and
other expenses. General and administrative expenses have increased $119,958 for
the three month period ended August 31, 2000 and $298,359 for the six month
period ended August 31, 2000 compared to the same periods last year. The
increase is driven primarily by the growth of staffing levels required in the
operations and fulfillment processes and professional fees associated with
technology based consulting. General and administrative expenses decreased from
$178,401 for the three months ended May 31, 2000 to $119,958 for the three
months ended August 31, 2000 due to the aforementioned headcount reduction and
the effort to stabilize ongoing operating expenses.
WEBSITE OPERATIONS: Website operations expenses include website hosting and
maintenance related costs. Website operations expenses amounted to $40,130 for
the three months ending August 31, 2000 and $105,560 for the six months ending
August 31, 2000 versus nil for the comparative three and six month periods
ending August 31,1999. This increase is due to the launch of the Company's
website in December 1999 which requires ongoing hosting and related support
costs to maintain.
INTEREST INCOME: Interest income is earned on the average balances of the
Company's principal banking facilities. Interest income earned during the three
months ending August 31, 2000 amounted to $926 and $3,141 year to date.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company has been funded to date through debt financing from private arm's
length lenders. The Company received the sum of $3,000,000 US for the period
from incorporation on January 6, 1999 to August 31, 2000 pursuant to notes
payable to DGD Wealth Management and Eagle Harbour Management.
The Company has secured an additional $3,000,000 US through debt financing,
which combined with revenues from sales, will enable the Company to meet its
operating and capital obligations for the next twelve months.
At August 31, 2000, the Company had $331,052 in cash compared to $433,850 at
February 29, 2000. The decrease in the cash balance is due primarily to
$1,050,499 cash used in operations offset by an additional $1,000,000 in debt
financing. The company's short-term note payable is expected to either be
renegotiated or to be retired via a private placement.
Working capital at August 31, 2000 has decreased $695,861 from $321,869 at
February 29, 2000 to ($373,992). Accounts Receivable increased to $58,695
compared to $28,098 at February 29, 2000. This increase is due mainly to the
generation of revenues from the sale of jewelry on the Company's website which
launched in December 1999. Prepaid expenses and deposits increased to $169,663
at August 31, 2000 from $137,175 at February 29, 2000 due principally to the
Company's deposits on account with several vendors in the United States.
Accounts Payable and other current liabilities increased from $277,254 at
February 29, 2000 to $933,403 the majority of which is due to short-term note
payable increase of $500,000 and related interest payable increase of $138,849
versus nil and $55,392 respectively for the same periods last year as a
long-term promissory note to DGD Wealth Management is due and payable on May 30,
2001.
Net cash used in operating activities increased $363,602 for the three months
ended August 31, 2000 for total cash used in operating activities of $1,050,499
for the six months ended August 31, 2000. This net change in cash consumed
reflects primarily the Company's transition from the development stage to
operating stage.
Cash used in investing activities for the three months ended August 31, 2000
amounted to $3,004 and to $52,299 for the six months ended August 31, 2000. The
cash was used mainly to develop the Company's website from which the Company
will derive its primary source of revenue.
Cash provided by financing activities increased $500,000 for the three months
ended August 31, 2000 for a total of $1,000,000 year to date August 31, 2000.
This increase is the result of unsecured debt financing from private arm's
length lenders.
<PAGE>
OUTLOOK
-------
On September 6, 2000, the Company announced that trading in its securities on
the NASD OTC Bulletin Board began. The Company anticipates that its public
status will elevate the Company's current status both in the investment
community and with consumers. It is expected that this raised profile will
assist the company in attracting funding and sales.
The Company anticipates that revenues from sales will not initially meet
expenses and as such, the Company plans to continue to finance operations
through additional debt financing from arm's length private lenders until such
time as revenues from sales meet or exceed expenses.
In addition, the Company intends to raise additional money in 2001 as is deemed
necessary by management through private placements of stock issued out of the
treasury of the Company to individuals or corporations who have expressed
interest in obtaining stock in the Company. Through a combination of revenues
and equity financing, the Company intends to begin repaying the private arm's
length lenders
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) There are no reports on Form 8-K that were filed for the quarter.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
(Registrant) Denmans.com, Inc.
By: /S/ Kurt S. Dohlen
--------------------
Kurt S. Dohlen
President, Chairman of the Board,
Chief Operating Officer, and Director
Date: October 12, 2000
By: /S/ Sheryl E. Scobie
--------------------
Sheryl E. Scobie
Vice President, Finance
Date: October 12, 2000
