<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ______ to ______.
Commission file number: 33-24108D
XRAYMEDIA.COM, INC.
(Exact name of small business issuer as specified in its charter)
Minnesota 52-2248689
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
555 West Hastings Street, Suite 800, Vancouver, B. C., Canada V6B4N5
(Address of principal executive office) (Zip Code)
(888) 777-0658
(Issuer's telephone number)
E-BIDD.COM, INC.
(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 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 XX No
--
The number of outstanding shares of the issuer's common stock, $0.001 par
value (the only class of voting stock), as of June 30, 2000 was 43,030,778.
<PAGE>
TABLE OF CONTENTS
PART I
<TABLE>
<S> <C>
ITEM 1. FINANCIAL STATEMENTS................................................ 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........... 10
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................... 13
ITEM 4. SUBMISSION OF MATERIALS TO A VOTE OF SECURITY HOLDERS............... 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................... 13
SIGNATURES................................................................... 13
INDEX TO EXHIBITS............................................................ 14
</TABLE>
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>
PART 1
ITEM 1. FINANCIAL STATEMENTS
Consolidated balance sheets at June 30, 2000 and (audited)
December 31, 1999........................................................... 2
Consolidated statements of operations for the six months ended
June 30, 2000 and June 30, 1999 and the three months ended June 30, 2000
and June 30, 1999 and cumulative since inception of the
development stage (March 1, 1994)........................................... 3
Statement of Stockholders' Equity for six months ended June 30, 2000........ 4
Consolidated statement of cash flows for the six months ended
June 30, 2000 and June 30, 1999 and cumulative since inception of the
development stage (March 1, 1994)........................................... 7
Notes to the Financial Statements........................................... 9
1
<PAGE>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET (UNAUDITED)
AS AT JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30
ASSETS 2000 1999
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash $ 179,942 $ -
Account Receivable 63,145
Pre-paids and deposits 35,280 -
----------- -----------
TOTAL CURRENT ASSETS 278,367 -
----------- -----------
FIXED ASSETS
Furniture and office equipment 35,954 -
Accumulated amortization (2,389) -
----------- ----------
33,565 -
----------- ----------
Website equipment 119,350 -
Accumulated amortization (3,978) -
----------- ----------
115,372 -
----------- ----------
Net Fixed Assets 148,937 -
OTHER ASSETS
Software license 290,000 -
Accumulated amortization (26,533) -
----------- -----------
Net 263,467 -
----------- -----------
TOTAL ASSETS $ 690,771 -
=========== ===========
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 70,162 $ 14,925
----------- -----------
TOTAL CURRENT LIABILITIES 70,162 14,925
----------- -----------
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock, par value $.001; 100,000,000 43,031 31
shares authorized; issued and outstanding
43,030,778 and 30,788 at June 30, 2000 and
1999, respectively.
Additional paid in capital 5,057,755 2,273,155
Deficit at inception date (746,875) (746,875)
Accumulated deficit during development stage (3,333,302) (1,541,236)
----------- ------------
TOTAL STOCKHOLDERS' EQUITY 620,609 (14,925)
----------- ------------
(DEFICIT)
TOTAL LIABILITIES AND $ 690,771 $ -
=========== ============
STOCKHOLDERS' EQUITY
</TABLE>
See Notes to Financial Statements
2
<PAGE>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period from March 1,
1994 (inception of the
Six Months Ended June 30 development stage)
2000 1999 through June 30, 2000
----------- ------------ ---------------------------------------
<S> <C> <C> <C>
COSTS AND EXPENSES
Personnel Costs $ - $ - $ 369,172
Occupancy Costs 26,367 - 106,218
Professional Fees 212,702 - 504,880
Computer Costs 34,520 - 58,734
Marketing 33,756 - 43,007
Travel 54,320 - 100,872
Consulting 78,542 - 151,102
Interest and Bank Charges 890 - 5,605
Office Supplies 56,160 - 63,281
Communication 3,073 - 67,201
Insurance 22,179 - 43,937
Miscellaneous 3,248 - 12,847
Transfer Fees 1,632 - 9,382
Depreciation and Amortization 20,817 - 52,111
Bad Debt Expense - - 5,400
Website/Internet Expense 1,438,904 - 1,510,250
Investor Relations 20,072 - 20,072
---------- ---------- --------------
TOTAL EXPENSES 2,007,182 - 3,124,041
---------- ---------- --------------
OTHER INCOME (LOSS)
Revenue 33,050 - 33,050
Dissolution of Corp Reports - - (503,507)
Other - - (138,774)
----------- -------------- ------------
33,050 - (609,231)
NET EARNINGS (LOSS) (1,974,132) - (3,733,302)
ACCUMULATED DEFICIT:
Beginning (2,506,045) (2,288,111) (746,875)
----------- -------------- ------------
Ending $(4,480,177) $(2,288,111) $(4,480,177)
=========== ============== ==============
BASIC/DILUTED
LOSS PER SHARE $ (0.05) $ -
=========== ==============
</TABLE>
See Notes to Financial Statements
3
<PAGE>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Existing deficit Deficit acc-
Common Stock at inception of umulated Total
Number of Additional Paid development during devel- Stockholders'
Shares Amount in Capital stage opment stage Equity
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BEGINNING
BALANCE
At inception of
development,
March 1, 1994 201 $ - $746,875 $(746,875) $ - $ -
Shares issued 720 1 1,799
Net loss for period
ending 12/31/94 (1,800)
BALANCES
--------- ------- -------- ----------- ----------- -----------
December 31,
1994 921 1 748,674 (746,875) (1,800) -
Shares issued
Net loss for period
ending 12/ 31/95
BALANCES
--------- ------- -------- ----------- ----------- -----------
December 31,
1995 921 1 748,674 (746,875) (1,800) -
Shares issued 90 - 28,500
Net loss for period (50,165)
ending 12/31/96
BALANCES
--------- ------- -------- ----------- ----------- -----------
December 31,
1996 1,011 1 777,174 (746,875) (51,965) (21,665)
Shares issued 14,492 15 258,536
Net loss for period
ending 12/13/97 (174,022)
</TABLE>
(Continued onto next page)
See Notes to Financial Statements
4
<PAGE>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (CONTINUED)
PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Existing deficit Deficit acc-
Common Stock at inception of umulated Total
Number of Additional Paid development during devel- Stockholders'
Shares Amount in Capital stage opment stage Equity
BALANCES ------ ------ --------------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
December 31,
1997 15,503 16 1,035,710 (746,875) (225,987) 62,864
Shares issued 15,275 15 1,237,445
Net loss for
period ending
12/31/98 (1,315,249)
BALANCES
------------- -------- --------- ------- --------- ------
December 31,
1998 30,778 31 2,273,155 (746,875) (1,541,236) (14,925)
Shares issued: -
Net loss for
period ending
3/31/99 -
BALANCES
------------- -------- --------- ------- --------- ------
March 31, 1999 30,778 31 2,273,155 (746,875) (1,541,236) (14,925)
Shares issued
Shares issued to
acquire license 10,000,000 10,000 290,000
Shares issued for
cash 6,590,000 5,590 207,010
Net loss for period
ending 12/31/99 (217,934)
BALANCES
------------- -------- --------- ------- --------- ------
December 31, $16,620,778 $16,521 $2,770,165 $(746,875) $(1,759,170) $280,741
1999
</TABLE>
(Continued onto next page)
See Notes to Financial Statements
5
<PAGE>
<TABLE>
<CAPTION>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (CONTINUED)
PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO JUNE 30, 2000
---------------------------------------------------------------------------------
Existing deficit Deficit acc-
Common Stock at inception of umulated Total
Number of Additional Paid development during devel- Stockholders'
Shares Amount in Capital stage opment stage Equity
------------- ----------- ---------------- --------------- ----------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Shares issued
Shares issued in
exchange for
extended business
model 20,000,000 20,000 1,380,000
Shares issued in
Exchange for
services 210,000 210 71,790
Shares issued for
cash 4,200,000 4,200 835,800
Shares issued under
Stock performance
Plan 2,000,000 2,000 -
Net loss for
period ending
6/30/00 (1,974,132)
BALANCES
------------- ---------- ------------ ---------------- ----------------- --------------
June 30, 2000 43,030,778 $ 43,031 $ 5,057,755 $ (746,875) $ (3,733,302) $ 620,609
============= ========== ============ ================ ================= ==============
</TABLE>
See Notes to Financial Statements
6
<PAGE>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOW (Unaudited)
SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO JUNE 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period from March 1, 1994
(Inception of the development
Six Months Ended June 30, stage) though June 30, 2000
2000 1999
----------------- ---------------- ------------------------------
CASH FLOW FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net earnings (loss) $ (1,974,132) $ - $ (3,733,702)
Adjustment to reconcile net earnings
(loss) to net cash used by operating
activities
Depreciation and amortization 20,187 - 52,111
Shares issued in exchange for extended
business model charged to
Website/Internet expenses 1,400,000 - 1,400,000
Shares issued in exchange for services
charged to Professional fees 72,000 - 72,000
Abandonment of furniture and office
equipment - - 30,809
Write-off goodwill - - 464,831
CHANGES IN CURRENT ASSETS
AND CURRENT LIABILITIES:
(Increase) decrease in current assets:
Pre-paids, deposits and accounts
receivable (98,425) - (98,425)
(Increase) decrease in current liabilities
Accounts payable and accrued expenses 65,162 - 70,162
--------- -------- ----------
NET CASH USED FOR OPERATING
ACTIVITIES (514,578) - (1,741,814)
--------- -------- ----------
</TABLE>
(Continued on next page)
See Notes to Financial Statements
7
<PAGE>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOW (Unaudited) (Continued)
SIX MONTHS ENDED JUNE 30, 2000 AND 1999, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO June 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period from March 1, 1994
(Inception of the development
Six Months Ended June 30 stage) though June 30 2000
-----------------------------
2000 1999
-------- -------- --------------------------
CASH FLOW FROM INVESTING
ACTIVITIES:
<S> <C> <C> <C>
Acquisition of website equipment (119,350) - (119,350)
Acquisition of furniture and equipment (35,954) - (85,974)
Acquisition of software license - - -
(Purchase) of goodwill (464,831)
--------- ------------ -----------
NET CASH (USED) FOR
INVESTING ACTIVITIES (155,304) - (670,155)
--------- ------------ -----------
CASH FLOW FROM FINANCING
ACTIVITIES:
Sale of common stock 842,000 - 2,591,911
--------- ------------ -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 842,000 - 2,591,911
--------- ------------ -----------
NET INCREASE (DECREASE) IN
CASH 172,118 -
CASH, beginning of period 7,824 - -
--------- ------------ ----------
CASH, end of period $ 179,942 $ - $ 179,942
========= ============ ===========
Supplemental Disclosure: 2000
----
Noncash investing and financing activities
Shares issued in exchange for extended
business model $ 1,400,000
===========
Shares issued in exchange for services 162,000
===========
</TABLE>
No significant amounts of interest or taxes were paid during the periods
shown above.
See Notes to Financial Statements
8
<PAGE>
XRAYMEDIA.COM, INC.
(FORMERLY E-BIDD.COM, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
REPORT ON REVIEW OF FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared by management
in accordance with the instructions in Form 10-QSB and, therefore, do not
include all information and footnotes required by generally accepted accounting
principals and should, therefore, be read in conjunction with the Company's
Annual Report to shareholders on Form 10-KSB for the fiscal year ended December
31, 1999. These statements include all normal recurring adjustments, which the
Company believes necessary for a fair presentation of the statements. The
interim operations results are not necessarily indicative of the results for the
full year ended December 31, 2000.
2. Additional footnotes included by reference
Except as indicated in the Notes above, there have been no other material
changes in the information disclosed in the financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.
Therefore, those footnotes are included herein by this reference.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This quarterly report on Form 10-QSB contains forward-looking statements, which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on forward-
looking statements. In some cases, you can identify forward-looking statements
by terminology such as "may", "will", "should", "expects", "plans",
"anticipates", "believes", "estimated", "predicts", "potential", or "continue"
or the negative of such terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause XRAYMEDIA's actual results, levels of activity,
performance, or achievements to be materially different from any future results,
levels of activity, performance, or achievements expressed or implied by such
forward-looking statements. These factors include, among other things, those
discussed in this quarterly report on Form 10-QSB and in XRAYMEDIA's other
filings with the SEC. Although XRAYMEDIA believes that the expectations
reflected in the forward-looking statements are reasonable, forward-looking
statements are inherently uncertain, and XRAYMEDIA cannot guarantee future
results, levels of activity, performance, or achievements. XRAYMEDIA is under no
duty to update any of the forward-looking statements in this quarterly report on
Form 10-QSB to conform forward-looking statements to actual results. All
forward-looking statements should be considered in light of these risks and
uncertainties.
General
As used herein the terms "XRAYMEDIA" and "XRAYMEDIA.COM" refers to
XRAYMEDIA.COM, Inc., a Minnesota corporation, its subsidiaries and predecessors,
unless the context indicates otherwise. Management was aware that a potential
conflict existed between E-BIDD and another totally separate and unrelated
company by a similar name, www.Ebid.com that also operates as an Internet
auction site. E-BIDD resolved this potential conflict by effecting a name change
to XRAYMEDIA.COM, INC. as of June 28, 2000.
XRAYMEDIA's principal business, at present, is a general media Internet
supersite portal currently under development. The website, XRAYMEDIA.COM, when
completed, will be comprised of a main general media site portal that will
branch out into three media specific portals: Buy & Sell Services; Public
Relations Services; and Advertising Agency Services. XRAYMEDIA intends to sell
conventional media advertising space, online advertising, and advertising and
public relations services via its Internet site.
XRAYMEDIA intends the general media site to be geared towards the business of
selling conventional media advertising space, online advertising, advertising
agency services and public relations services. Clients will be able to access a
host of services via the site, including the purchase of radio and television
advertising time, creative advertising services and public relations services
that cater to financial, technology and real estate clients. Subsequent phases
will be intended to usher in the ability to buy media online in a larger
selection of markets, online banner advertising, added interactivity functions,
and a range of other content and media related services for registered users.
Accordingly, XRAYMEDIA intends on hosting real-time Internet-based auctions that
provide media buyers and sellers with an online exchange of advertising space at
market driven prices.
A material primary, is that XRAYMEDIA has yet to produce a steady revenue
stream. XRAYMEDIA launched its general media Internet rollout site on April 24,
2000. The launch of this supersite constitutes Phase 1 of a multi-phased
sequence that is intended to see the unfolding of XRAYMEDIA's extended business
model. The risk to shareholders is that this website may not operate as
anticipated and the software that these websites feature may be perceived as
having a limited life.
Plan of Operation
XRAYMEDIA's plan of operation for the remainder of the year 2000 consists of
assembling partners and technology that it anticipates will enable it to engage
in the business of selling conventional media advertising space, online
advertising, and advertising and public relations services via its Internet
site. Additionally, XRAYMEDIA launched its general media Internet site on April
24, 2000 and it intends to roll out the other phases of the site during the year
2000.
Results of Operations
Sales
XRAYMEDIA has generated minor revenues from operations including media service
sales during the month of June, the last portion of the periods covered by this
Form 10-QSB.
Losses
Net losses for the six months ended June 30, 2000, increased to $1,974,132
from $ 0 for the six months ended June 30, 1999. The increase in losses was
primarily attributable to website development.
XRAYMEDIA expects to continue to incur losses at least through fiscal year 2000
and there can be no assurance that XRAYMEDIA will achieve or maintain
profitability, generate revenue or sustain future growth.
10
<PAGE>
Expenses
General and administrative expenses for the six months ended June 30, 2000,
increased to $2,007,187 from $ 0 for the six months ended June 30,1999. The
substantial increase in general and administrative expenses were the result of
website development.
Depreciation and amortization expenses for the six months ended June 30, 2000
and June 30, 1999 was $20,817 and $ 0, respectively.
Liquidity and Capital Resources
Cash flow used by operations was $514,578 for the six months ended June 30,
2000, and $ 0 for the six months ended June 30, 1999. The increase in negative
cash flow for the six months ended June 30, 2000 was primarily attributable to
website development.
Cash flow used for investing activities was $155,304 for the six months ended
June 30, 2000, and $ 0 for the six months ended June 30, 1999. The negative cash
flow for the six months ended June 30, 2000 is primarily attributable to the
acquisition of "website-developing equipment".
Cash flow generated from financing activities was $842,000 for the six months
ended June 30, 2000 and $ 0 for the six months ended June 30, 1999. XRAYMEDIA's
financing activities primarily consisted of proceeds from XRAYMEDIA's private
placements discussed below.
XRAYMEDIA has funded its cash needs over the periods covered by this Form 10-QSB
through the issuance of its equity securities for cash. In its audit report,
XRAYMEDIA's auditors qualified their opinion to express doubt about XRAYMEDIA's
ability to continue as a going concern. XRAYMEDIA will require substantial
additional capital infusions in the near future in order to accomplish its
business plan. There can be no guarantee that XRAYMEDIA will be able to secure
the capital necessary to carry out its business plan on acceptable terms, or at
all. As discussed in more detail below, XRAYMEDIA intends to raise funds
immediately after the filing of this quarterly report on Form 10-QSB through a
private placement of a units offering.
On January 18, 2000, XRAYMEDIA conducted a private placement comprised of
twenty-two non-U.S. residents and four U.S. residents, in the amounts of
$500,000 and $352,000 for total gross proceeds of $852,000 to be used as general
working capital. These total gross proceeds bought 4,260,000 units at a price of
$.20 per unit. Each unit consists of one share ("Share") of common stock of
XRAYMEDIA and one warrant to purchase an additional share of common stock at a
price of $.30 for a period of one year from the date of issuance ("First Hold
Period") and at a price of $.50 for a period of one year from the end of the
First Hold Period.
Upon filing this Form 10-QSB, XRAYMEDIA intends to commence a private placement
that is scheduled to close by September 30, 2000, unless extended for an
additional 60-days by XRAYMEDIA in its sole discretion. The offering is a best
efforts no minimum offering consisting of 2,000,000 units at $.50 per unit. Each
unit consists of one share of common stock of XRAYMEDIA and one warrant to
purchase an additional share of common stock at a price of $.75 for a period of
one year from the date of issuance ("First Hold Period") and at a price of $1.00
for a period of one year from the end of the first Hold Period. The common stock
offered will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This disclosure is not an offer to
sell securities and is not a solicitation of an offer to buy securities. Sales
will be made only to accredited investors or to persons that are not U.S.
residents. No money or other consideration is being solicited or will be
accepted by way of this disclosure. The common stock offered has not been
registered with or approved by any state securities agency or the U.S.
Securities and Exchange Commission and will be offered and sold pursuant to
exemptions from registration. If all the units are sold, then the net proceeds
to XRAYMEDIA will be approximately $980,000. The proceeds will be used for
general working capital.
Capital Expenditures
XRAYMEDIA made significant capital expenditures property or equipment for the
development of XRAYMEDIA'S WEBSITE, COMPUTER EQUIPMENT AND SERVERS over
11
<PAGE>
the period covered by this report. The only planned capital expenditure is
related computer equipment. XRAYMEDIA is budgeting $200,000 for this
expenditure.
As of June 2000, XRAYMEDIA's website has completed Phase 1, announced April
24,2000 and Phase 2 announced May 19,2000. XRAYMEDIA's estimated cash
requirements are approximately $700,000 annually. The majority of XRAYMEDIA's
cash requirements will be used for personnel costs and professional fees.
Income Tax Expense (Benefit)
XRAYMEDIA has net operating loss carry forwards of approximately $2,300,000,
which will expire in 2013 and 2014.
[THIS SPACE LEFT BLANK INTENTIONALLY]
12
<PAGE>
PART II
ITEM 2. Changes in Securities and Use of Proceeds
On May 5, 2000, Xraymedia authorized and issued 1,000,000 shares of registered
Common Stock under the Xraymedia 2000 Stock Option Plan ("Stock Option Plan").
The Stock Option Plan was implemented to provide additional incentives to key
employees, officers, directors and consultants. The registration of the shares
under the Stock Option Plan will dilute the value of the securities of those
shares of Common Stock that that have previously been registered.
On June 5, 2000, Xraymedia authorized and issued 2,000,000 shares of registered
Common Stock under the Xraymedia Performance Stock Plan ("Performance Stock
Plan"). The Performance Stock Plan was implemented to provide additional
incentives to key employees, officers, directors and consultants. The
registration of the shares under the Performance Stock Plan will dilute the
value of the securities of those shares of Common Stock that have previously
been registered.
On June 5, 2000, Xraymedia transferred 650,000 shares of unregistered Common
Stock to Great Asset Company, Ltd. for compensation for consulting services for
Xraymedia's business development in Hong Kong pursuant to that certain
Consulting Agreement dated as of May 2000.
On June 5, 2000, Xraymedia transferred 500,000 share of unregistered Common
Stock to Multi-com Enterprises, Inc. ("Mutli-com") for the purchase of
substantially all of the assets of Multi-com pursuant to that certain Asset
Purchase Agreement dated as of March 30, 2000 and attached as Exhibit (10)(i)(c)
to this Form 10-QSB.
ITEM 4. Submission of Matters to a Vote of Security Holders.
On June 28, 2000 a special meeting of the shareholders of e-bidd was held to
amend the Articles of Incorporation of the company to change its name from e-
bidd.com, Inc. to xraymedia.com, Inc. The number of votes cast were as follows:
Matter: To Amend the Articles of Incorporation of the company to
change its name from e-bidd.com, Inc. to xraymedia.com, Inc.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
For Against Abstain
-------------------------------------------------------------------------------------------------
<S> <C> <C>
23,722,619 81,406 19,500
-------------------------------------------------------------------------------------------------
</TABLE>
ITEM 5. Other Information
As discussed in Part I, Item 2 of this quarterly report on Form 10-QSB,
XRAYMEDIA intends to conduct a private placement following the filing of this
quarterly report. Please see "Management's Discussion and Analysis or Plan of
Operation; Liquidity and Capital Resources".
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibit
No. Description
10.1 Asset Purchase Agreement between
Xraymedia.com, Inc. and Multi-com
Enterprises Inc., dated as of May 2000.
10.2 Management Agreement between E-Bidd.com,
Inc. and Meir Kahtan, dated as of March 15,
2000.
27.1 Financial Data Schedule
(b) Reports on Form 8-K. No reports were filed on Form 8-K during this
quarter.
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.
Xraymedia.com, Inc.
Date: 8/18/00 /s/ Raymond C. Dabney
------------ ----------------------
Raymond C. Dabney
President, Chief Executive Officer & Director
13
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description Page No.
10.1 Asset Purchase Agreement between
Xraymdeia.com, Inc. and Multi-com
Enterprises Inc., dated as of May 2000.
10.2 Management Agreement between E-Bidd.com,
Inc. and Meir Kahtan, dated as of March 15,
2000.
27.1 Financial Data Schedule
14
