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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of the
[X] Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
Transition Report Pursuant to Section 13 or 15(d) of
[ ] the Securities Exchange Act of 1934
COMMISSION FILE NO. 000-15034
TAKE TO AUCTION.COM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0924433
(State of Incorporation) (I.R.S. Employer
Identification Number)
5555 ANGLERS AVENUE, SUITE 16
FORT LAUDERDALE, FL 33312
(Address of principal executive offices) (Zip Code)
954-987-0654
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 |_| NO |X|
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of August 11, 2000, 7,438,889 shares of common stock, $.001 par
value were outstanding.
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TAKE TO AUCTION.COM, INC.
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.......................................... 2
Item 2. Management's Discussion and Analysis.......................... 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk.... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................. 10
Item 2. Changes in Securities and Use of Proceeds..................... 10
Item 5. Other Information............................................. 11
Item 6. Exhibits and Reports on Form 8-K.............................. 11
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
TAKE TO AUCTION.COM, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,087,509 $ 856,949
Accounts receivable 40,798 5,964
Stock subscription receivable -- 635,466
Inventory, net 1,363,152 200,429
Prepaid expenses and other current assets 422,986 18,625
------------ ------------
Total current assets 7,914,445 1,717,433
------------ ------------
Prepaid offering costs -- 667,842
Property and equipment, net 1,038,332 186,041
Other 9,464 8,423
------------ ------------
Total assets $ 8,962,241 $ 2,579,739
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 578,652 $ 289,719
Accrued expenses 294,170 54,362
Accrued professional fees 25,000 55,000
Deferred revenue 160,939 30,320
------------ ------------
Total current liabilities 1,058,761 429,401
Note payable to affiliate, net of unamortized fair value
of stock purchase warrants -- 1,000,000
------------ ------------
Total liabilities 1,058,761 1,429,401
------------ ------------
Commitments and Contingencies -- --
Shareholders' equity:
Preferred shares, $0.001 par value, 10 million shares
authorized, no shares issued and outstanding -- --
Common shares, $0.001 par value, 50 million shares
authorized, 6,000,000 and 7,438,889 shares
issued and outstanding, respectively 7,439 6,000
Additional paid-in capital 10,838,028 1,694,000
Accumulated deficit (2,941,987) (549,662)
------------ ------------
Total shareholders' equity 7,903,480 1,150,338
------------ ------------
Total liabilities and shareholders' equity $ 8,962,241 $ 2,579,739
============ ============
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
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TAKE TO AUCTION.COM, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three-Months For the Six-Months
Ended June 30, Ended June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
----------- ------- ----------- --------
<S> <C> <C> <C> <C>
Net revenues $ 960,633 $ -- $ 1,382,366 $ --
Cost of net revenues 1,086,029 -- 1,739,707 --
----------- ------- ----------- --------
Gross margin (125,396) -- (357,341) --
----------- ------- ----------- --------
Operating expenses:
General and administrative expenses 741,725 922 1,278,391 922
Auction fees 34,689 -- 54,599 --
Sales and marketing 144,247 -- 216,607 --
Fulfillment 86,155 -- 153,345 --
Web site development expenses 79,512 -- 101,122 --
----------- ------- ----------- --------
Total operating expenses 1,086,328 922 1,804,064 922
----------- ------- ----------- --------
Net loss from operations (1,211,724) (922) (2,161,405) (922)
Interest expense, net (124,284) -- (230,920) --
----------- ------- ----------- --------
Net loss $(1,336,008) $ (922) $(2,392,325) $ (922)
=========== ======= =========== ========
Basic and diluted loss per common share $ (0.21) $ (0.01) $ (0.39) $ (0.01)
=========== ======= =========== ========
Weighted average number of common
shares outstanding 6,280,037 77,551 6,140,018 77,551
=========== ======= =========== ========
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
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TAKE TO AUCTION.COM, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six-Months
Ended June 30,
---------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,392,325) $ (922)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 92,358 --
Amortization of stock purchase warrants 207,799 --
Inventory writedown 112,461 --
Change in operating assets and liabilities:
Accounts receivable (34,834) --
Inventory (1,275,184) --
Prepaid expenses and other current assets (404,361) --
Other assets (1,041) --
Accounts payable 288,933 --
Accrued expenses 239,808 922
Accrued professional fees (30,000) --
Deferred revenue 130,619 --
------------ ------------
Net cash used in operating activities (3,065,767) --
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment (944,649) --
------------ ------------
Net cash used in investing activities (944,649) --
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock 10,045,596 --
Borrowings from affiliate 1,000,000
Payments on borrowings to affiliate (1,000,000)
Payments for offering costs (804,620) --
------------ ------------
Net cash provided by financing activities 9,240,976 --
------------ ------------
Net increase in cash and cash equivalents 5,230,560 --
Cash and cash equivalents at beginning of period 856,949 --
------------ ------------
Cash and cash equivalents at end of period $ 6,087,509 $ --
============ ============
</TABLE>
Supplemental disclosure of non-cash financing activities:
o During June 2000, E Com Ventures, Inc. (formerly Perfumania, Inc.), a
company related through common chairman of the board, converted a $1
million promissory note into 138,889 shares of the Company's common
stock.
o During the six-months ended June 30, 2000, the Company recorded
$562,000 to additional paid-in capital in connection with the issuance
of stock purchase warrants.
The accompanying notes are an integral part of these
condensed financial statements.
4
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TAKE TO AUCTION.COM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Take to Auction.com,
Inc. (the "Company") for the periods indicated herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission and in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all of
the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for
the three and six month periods ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December
31, 2000. For further information, refer to the Company's 1999 financial
statements and notes thereto.
The Company was incorporated on June 2, 1999, and was a development stage
enterprise through March 31, 2000. During the second quarter of fiscal
2000, the Company's planned principal operations have commenced and, the
Company, therefore, is no longer considered to be in the development stage.
The results for the three and six month periods ended June 30, 1999 are
from June 2, 1999 (date of inception) through June 30, 1999.
2. INITIAL PUBLIC OFFERING
Effective June 12, 2000 (the actual closing date was June 16, 2000), the
Company completed an equity offering of 1.3 million shares of common stock
at an offering price of $8.00 per share. Net proceeds to the Company, after
deducting approximately $2.5 million in costs, fees, underwriter discounts
and other expenses associated with the offering, were approximately $7.9
million and are being used primarily for inventory expansion, other capital
expenditures necessary to support the Company's growth, working capital and
other general corporate purposes.
3. PROPERTY AND EQUIPMENT
Property and equipment include the following:
<TABLE>
<CAPTION>
Estimated
Useful Lives
(In Years) June 30, 2000 December 31, 1999
---------- ------------- -----------------
(unaudited)
<S> <C> <C> <C>
Computer equipment 3 $ 340,476 $ 42,609
Computer software 3 500,396 130,257
Furniture and fixtures 5 116,844 9,292
Telecommunication equipment 5 39,485 8,769
Leasehold improvements 5 138,375 --
----------- -----------
1,135,576 190,927
Less: accumulated depreciation (97,244) (4,886)
----------- -----------
Property and equipment, net $ 1,038,332 $ 186,041
=========== ===========
</TABLE>
The Company capitalizes certain costs in connection with internal use
software, which will be amortized when the software is available for use or
when project modules are implemented. As of June 30, 2000 and December 31,
1999, approximately $23,000 and $130,000, respectively, related to
internally used software-in-process not yet implemented is included within
"Computer software" in the above table.
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TAKE TO AUCTION.COM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
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4. RELATED PARTY TRANSACTION:
The Company received an advance of $1 million on December 21, 1999 from E
Com Ventures, Inc. (formerly Perfumania, Inc.) and an additional advance of
$1 million on March 9, 2000. The chairman of the board of E Com Ventures,
Inc. is also the chairman of the board of the Company. These advances were
structured into two separate two-year convertible note agreements during
May 2000, bearing interest at six percent (6%) per annum. In connection
with these advances, the Company granted a total of 200,000 warrants to
purchase the Company's common shares to E Com Ventures, Inc. at $7.20 per
share. These warrants expire on June 13, 2001. During June 2000, one of the
$1 million notes was paid back to E Com Ventures, Inc. in full and the
other $1 million note was converted into 138,889 shares of the Company's
common stock.
5. COMMITMENTS:
Effective September 23, 1999, the Company entered into a 60 month service
agreement ("the USi Agreement") with USinternetworking, Inc. ("USi"), a
software and network provider, to develop and host the Company's Web site.
The Company paid an initial fee of $40,000 and the USi Agreement was for 60
equal monthly service fee payments of $41,000 commencing on December 15,
1999 through December 14, 2004 (the "Initial Period"). During December
1999, the Company notified USi that it was terminating the USi Agreement
(as per the terms of the USi Agreement) for material breach of its
obligations thereunder. A breach of contract lawsuit has been threatened by
USi. The Company and USi are currently discussing a resolution of the
matter. The Company believes that it has meritorious defenses, as well as
counterclaims, to any claim which may be brought by USi, and if any such
claim is brought, the Company will defend it vigorously. However, if USi
successfully pursues its claim against the Company, it may have a material
adverse effect on the Company's results of operations and the operation of
its business.
6
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TAKE TO AUCTION.COM, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
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This report contains "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, among others, statements concerning the
Company's outlook for the second half of the year 2000 and beyond, the Company's
expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. Although we believe that the expectations reflected in forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. The forward-looking statements in this
report are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed in or implied by the forward-looking
statements.
OVERVIEW
We provide our members with a total solution for taking items to online
auction sites. Our revenues come from membership credits purchased by our
members, additional credits purchased by existing members and from sales of
product. In the future, we also anticipate receiving fees from third parties for
online advertising and revenues from selling products directly to our members.
We believe that word of mouth and repeat business from existing members are the
most effective means of implementing our growth strategy. Members purchase
membership credits to enable them to select items to take to an online auction
site. Each annual membership costs a minimum of $100.00 and allows a member to
take any number of items which have an aggregate value of $100.00 or less from
our Web site to an online auction site for one week at a time. Each membership
lasts for one year.
In order for a member to recoup his or her entire membership fee, he or she
must earn $100.00 from auctions over the course of the membership term. By
accumulating additional credits, the member will be eligible to list multiple
items and/or items that have greater value. The total number of credits and,
consequently, our revenues depend upon our members' interest in listing multiple
items at one time or seeking more valuable merchandise. That is because the more
credits a member purchases, the more (both in number and value) items he or she
can send to auction. The more credits a member purchases, the more revenues are
generated by Take to Auction.
If members want to select items which have an aggregate value greater than
$100.00, additional credits may be purchased. Each credit beyond the initial
membership fee costs $1.00. The cost of additional credits will be prorated
based on when they are purchased within the members' membership term and may be
purchased in $25.00 credit increments. Members may choose to cash-out and
receive a check from us for their accumulated profits from successful auctions
at the end of every month by clicking on an on-screen prompt.
Our rate of expense growth will follow revenue growth and will be primarily
driven by increases in membership and by the volume of successful online
transactions completed by existing members. That is because the more members we
have, the more expenses we incur, such as listing fees, customer service,
merchandise and warehouse expenses. In the short term, we expect our expenses to
increase significantly in an effort to attain a high level of revenue growth.
7
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TAKE TO AUCTION.COM, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
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RESULTS OF OPERATIONS
NET REVENUES. Net revenues include the membership fees charged to our
members, prorated over the annual membership term, and the sale of products to
our members upon a successfully completed auction. Net revenues amounted to
approximately $1.0 million and $1.4 million for the three and six-month periods
ended June 30, 2000, respectively. We had approximately 9,000 and 14,400
completed transactions during the three and six-month periods ended June 30,
2000, respectively, at an average net sale price of approximately $100 and $89,
respectively. We had no revenues during the three and six-month periods ended
June 30, 1999.
COST OF NET REVENUES. Cost of net revenues consist primarily of the cost of
the merchandise sold and inbound shipping costs related to those items. Cost of
net revenues amounted to approximately $1.1 million and $1.7 million during the
three and six-month periods ended June 30, 2000, respectively. Cost of net
revenues as a percentage of revenues were approximately 113% and 126% during the
three and six months ended June 30, 2000, respectively. We believe that offering
our members attractive pricing is a key component to our success. The majority
of our negative margins are attributable to offering our current members
discounted pricing to promote our brand. We believe that our gross margins will
continue to improve as we improve our supply chain management, including buying
directly from the manufacturers and taking advantage of volume purchase
discounts. We expect to realize positive margins from the sale of products in
the future, however, we cannot assure you that this will be the case. We had no
cost of net revenues during the three and six-month periods ended June 30, 1999.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist of payroll and related expenses for executive, accounting and
administrative personnel, professional fees and other general corporate
expenses. General and administrative expenses amounted to approximately $742,000
and $1.3 million for the three and six-month periods ended June 30, 2000,
respectively. General and administrative expenses will continue to increase as
we expand our staff and incur additional costs to support the growth of the
business. General and administrative expenses amounted to approximately $1,000
during the three and six-month periods ended June 30, 1999, consisting primarily
of corporate registration fees.
AUCTION FEES. Auction fees consist of fees incurred for posting and selling
items at online auction sites. Auction fees amounted to approximately $35,000
and $55,000 for the three and six-month periods ended June 30, 2000,
respectively. Auction fees will continue to increase as the number of items
listed and sold at online auction sites increase through our increased
membership base. We incurred no auction fees during the three and six-month
periods ended June 30, 1999.
SALES AND MARKETING. Sales and marketing expenses consist of fees incurred
for advertising and promotion of our brand during our development stage. Sales
and marketing amounted to approximately $144,000 and $217,000 for the three and
six-month periods ended June 30, 2000, respectively. We intend to use
"word-of-mouth" referrals and targeted marketing to buyers of our merchandise
posted on online auction sites to expand our membership community, and
therefore, expect to incur limited marketing costs in the future to increase our
membership base. We incurred no sales and marketing expenses during the three
and six-month periods ended June 30, 1999.
FULFILLMENT FEES. Fulfillment fees consist of fees incurred to implement our
outsource agreement with our third party warehousing facility and to warehouse,
fulfill and ship products to the highest bidders for completed auctions.
Fulfillment fees amounted to approximately $86,000 and $153,000 for the three
and six-month periods ended June 30, 2000, respectively. Fulfillment fees will
continue to increase as our sales increase. We incurred no fulfillment fees
during the three and six-month periods ended June 30, 1999.
8
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TAKE TO AUCTION.COM, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
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WEB SITE DEVELOPMENT EXPENSES. Web site development expenses consist
principally of expenses incurred to develop and maintain our network operations
and systems and telecommunications infrastructure. Web site development expenses
amounted to approximately $80,000 and $101,000 for the three and six-month
periods ended June 30, 2000, respectively. Web site development expenses are
expected to increase as we increase our network infrastructure to facilitate and
maintain our operations. We incurred no web site development expenses during the
three and six-month periods ended June 30, 1999.
INCOME TAXES. We expect to have operating losses for the foreseeable future
and do not expect to have any federal or state income tax liability until we are
profitable and have utilized our operating loss carry forwards.
NET LOSS. As a result of the factors discussed above, the net loss totaled
approximately $1.3 million and $2.4 million for the three and six-month periods
ended June 30, 2000, respectively, and approximately $1,000 for the three and
six-month periods ended June 30, 1999. We expect to incur net losses for the
foreseeable future.
LIQUIDITY AND CAPITAL RESOURCES
Our principal capital requirements are acquiring merchandise and maintaining
and improving our Web site. We have had negative cash flows since inception. Our
working capital to date has been provided primarily by the proceeds from our
initial capitalization of $1 million, other private placements, the issuance of
two $1 million convertible promissory notes (each, a "Note" and together, the
"Notes") from E Com Ventures, Inc. (formerly Perfumania, Inc.), a company
related through common chairman of the board and our initial public offering.
We used cash of approximately $3.1 million in operating activities for the
six-month period ended June 30, 2000. This was primarily the result of a loss of
approximately $2.4 million for the six-month period ended June 30, 2000. The
additional changes in other operating assets and liabilities were principally
related to increases in inventory and prepaid and other current assets offset by
increases in accounts payable and accrued expenses.
We used cash in investing activities of approximately $945,000 for the
six-month period ended June 30, 2000, primarily related to the purchase of
computer hardware and software and expenditures for leasehold improvements at
our new corporate facility.
Cash provided by financing activities for the six-month period ended June
30, 2000 was approximately $9.2 million. This was the result of net proceeds
received on our initial public offering of approximately $9.4 million, proceeds
received on our stock subscriptions receivable (relating to our initial
capitalization) in the amount of approximately $0.6 million, proceeds received
on one of the Notes in the amount of $1 million from E Com Ventures, Inc.,
offset by the repayment of the other Note in the amount of $1 million and
payments made for offering costs of approximately $0.8 million.
Of the two Notes, one was converted into 138,889 shares of our common stock
on June 16, 2000, and the other was repaid in full on June 20, 2000. As of June
30, 2000, there was no debt facility available to us.
9
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TAKE TO AUCTION.COM, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
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We believe that the net proceeds generated from our initial public offering
will be sufficient to finance our current and anticipated operations through
June 2001. We believe that our business strategy will provide us with sufficient
operating cash flow by that point in time, however, there can be no assurance
that such business strategy will be successfully implemented, completed in a
timely manner or that our future cash flows will be sufficient to meet all of
our obligations and commitments. The failure to generate such sufficient cash
flow could significantly adversely affect the market value of our common stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposure with respect to financial instruments is to changes
in the "prime rate" in the United States. We have a loan receivable from a
shareholder in the amount of $66,486 bearing interest at prime plus two percent.
PART II - OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
See Note 5 to the Condensed Financial Statements included in Part I, Item 1
of this quarterly report for certain other information relevant to ongoing
legal matters.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On June 12, 2000, the Company's first registration statement under the
Securities Act of 1933 was declared effective by the Securities and Exchange
Commission (File No. 333-91177). Pursuant to this offering, on June 16, 2000,
the Company sold 1.3 million shares of common stock, at a price of $8.00 per
share. The managing underwriter was Noble International Investments, Inc.
The net proceeds to us, after deducting $1.5 million in costs, fees, and
other expenses associated with the offering and $1.0 million in underwriting
discounts, were approximately $7.9 million. $1 million was used to pay one of
the Notes to E Com Ventures, Inc., $1.9 million was used for general corporate
purposes and the balance was invested in temporary investments in AAA rated
short-term securities. The foregoing amounts are reasonable estimates. Other
than the $1 million payment made to E Com Ventures, Inc., none of the payments
of expenses were made to directors, officers or 10% shareholders or to any
associates or affiliates of the foregoing.
On June 16, 2000, E Com Ventures, Inc. converted one of the Notes into
138,889 shares of the Company's common stock.
The Company did not issue or sell any unregistered securities during the
quarter ended June 30, 2000, except as follows: (i) The Company granted options
to purchase 620,418 shares of common stock to 43 employees pursuant to the
Company's 1999 Stock Option Plan (the "Stock Option Plan"). Of these options,
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<PAGE> 12
566,668 were granted at an exercise price of $7.00 per share, and 53,750 were
granted at an exercise price of $8.00 per share. These options have a term of
seven years and vest over a three-year period at the rate of 33.33% per year;
(ii) the Company granted warrants to purchase 20,000 shares of common stock at
an exercise price of $8.00 per share. These warrants have a term of seven years
and vested immediately; and (iii) the Company granted warrants to purchase
200,000 shares of common stock at an exercise price of $7.20 per share to E Com
Ventures, Inc. and vested immediately. These warrants expire on June 13, 2001.
ITEM 5. OTHER INFORMATION
On July 31, 2000, we entered into an agreement with Houlihan Lokey Howard &
Zukin "Houlihan Lokey" as a financial advisor as we seek strategic alliance
opportunities. Houlihan Lokey will assist us in identifying and evaluating
potential acquisitions, joint ventures, alliances and other prospective
transactions in an effort to assist us with our future growth plans. In
connection with this agreement, we paid a non-refundable fee of $50,000 on July
31, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 10.1 - Agreement between the Company and Houlihan Lokey dated
July 31, 2000.
Exhibit 27.1 - Financial Data Schedule.
Exhibit 99.1 - Press Release dated August 1, 2000.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the quarter
ended June 30, 2000.
SIGNATURES
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 duly authorized officer.
Take to Auction.com
By: /s/ Albert Friedman
--------------------------------------------
Albert Friedman
President and Chief Executive Officer
By: /s/ Mitchell Morgan
--------------------------------------------
Mitchell Morgan
Chief Financial Officer
Date: August 11, 2000
11
