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 March 31, 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
---------
E-BIDD.COM, INC.
----------------
(Exact name of small business issuer as specified in its charter)
Minnesota 41-0951123
----------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
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 March 31, 2000 was 40,880,778.
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS..................................................1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............2
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.............................4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................4
SIGNATURES.....................................................................6
INDEX TO EXHIBITS..............................................................7
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>
PART 1
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to E-bidd.com, Inc., a Minnesota
corporation, and its subsidiaries and predecessors unless otherwise indicated.
Consolidated, unaudited, condensed interim financial statements including a
balance sheet for the Company as of the quarter ended March 31, 2000 and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet and the comparable period of the preceding
year are attached hereto as Pages F-1 through F-9 and are incorporated herein by
this reference.
[THIS SPACE LEFT BLANK INTENTIONALLY]
1
<PAGE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
- --------------------------------------------------------------------------------
March 31
ASSETS 2000 1999
------ -----
CURRENT ASSETS
Cash $ 536,944 $ -
Pre-paids and deposits 55,999 -
---------------- ----------
TOTAL CURRENT ASSETS 623,038 -
--------------- ----------
FIXED ASSETS
Furniture and equipment 12,283 -
Accumulated amortization (614) -
--------------- ----------
Net 11,669 -
--------------- ----------
OTHER ASSETS
Software license 290,000 -
Accumulated amortization (19,333) -
--------------- ----------
Net 270,667 -
--------------- ----------
TOTAL ASSETS $ 905,347 -
=============== ==========
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 56,706 $ 14,925
--------------- ----------
TOTAL CURRENT LIABILITIES 56,706 14,925
---------------- ----------
STOCKHOLDERS EQUITY (DEFICIT)
(NOTE B)
Common Stock, par value $.001; 100,000,000 40,881 31
shares authorized; issued and outstanding
40,880,778 and 30,788 at March 31, 2000 and
1999, respectively.
Subscriptions receivable 30,095 -
Additional paid in capital 4,997,905 2,273,155
Deficit at inception date (746,875) (746,875)
Accumulated deficit during development stage (3,443,243) (1,541,236)
------------- ------------
TOTAL STOCKHOLDERS' EQUITY 848,668 (14,925)
----------- ------------
(DEFICIT)
TOTAL LIABILITIES AND $ 905,374 $ -
=========== ============
STOCKHOLDERS' EQUITY
See Notes to Financial Statements
F-1
<PAGE>
<TABLE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND 1999, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2000
- --------------------------------------------------------------------------------
<CAPTION>
Period from March 1,
1994 (inception of the
development stage)
Three Months Ended March 31 through March 31, 2000
2000 1999
-------------- --------------- ------------------------
COSTS AND EXPENSES
<S> <C> <C> <C>
Personnel Costs $ - $ - $ 369,172
Occupancy Costs 2,091 - 81,942
Professional Fees 50,672 - 342,850
Computer Costs - - 24, 214
Marketing - - 9,251
Travel 9,738 - 56,335
Consulting 194,340 - 266,900
Interest and Bank Charges 647 - 5,362
Office Supplies 1,533 - 8,654
Communication 1,116 - 65,244
Insurance 14,859 - 36,617
Miscellaneous - - 9,599
Transfer Fees - - 7,750
Depreciation and Amortization 7,864 - 39,158
Bad Debt Expense - - 5,400
Website/Internet Expense 1,401,168 - 1,472,514
--------------- ----------- ----------------
TOTAL EXPENSES 1,684,073 - 2,800,962
=============== =========== ================
</TABLE>
(CONTINUED ON NEXT PAGE)
See Notes to Financial Statements
F-2
<PAGE>
<TABLE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED) (Continued) THREE
MONTHS ENDED MARCH 31, 2000 AND 1999, AND THE PERIOD MARCH 1, 1994 (INCEPTION OF
THE DEVELOPMENT STAGE), TO MARCH 31, 2000
- --------------------------------------------------------------------------------
<CAPTION>
Period from March 1,
1994 (inception of the
development stage)
Three Months Ended March 31 through March 31, 2000
2000 1999
--------------- --------------- ----------------------
<S> <C> <C> <C>
OTHER INCOME (LOSS)
Dissolution of Corp Reports - - (503,507)
Other - - (138,774)
--------------- -------------- -----------------
- - (642,281)
NET EARNINGS (LOSS) (1,684,073) - (3,443,243)
ACCUMULATED DEFICIT:
Beginning 2,506,045 (2,288,111) (746,875)
--------------- --------------- ------------------
Ending $ (4,190,118) $ (2,288,111) $ (4,190,118)
=============== =============== ==================
BASIC/DILUTED LOSS PER $ (0.13) $ -
SHARE (Note A)
=============== ===============
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
<TABLE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2000
- --------------------------------------------------------------------------------
<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
__________________________________________________________________________________________________________________________
BEGINNING
BALANCE
<S> <C> <C> <C> <C> <C> <C>
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 (174,022)
ending 12/13/97
</TABLE>
(Continued onto next page)
See Notes to Financial Statements
F-4
<PAGE>
<TABLE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (CONTINUED)
PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2000
- -------------------------------------------------------------------------------------------------------------------
<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
F-5
<PAGE>
<TABLE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (CONTINUED)
PERIOD FROM MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2000
- ---------------------------------------------------------------------------------
<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>
Shares issued
Shares issued in
exchange for
extended business
model 20,000,000 20,000 1,380,000
Shares issued in
exchange for
services 60,000 60 11,940
Shares issued for
cash 4,200,000 4,2000 835,800
Net loss for
period ending
3/31/00 (1,684,073)
BALANCES
------------- ---------- ------------ ---------------- ----------------- --------------
March 31, 2000 40,880,778 $ 40,881 $ 4,997,905 $ (746,875) $ (3,443,243) $ 848,668
============= ========== ============ ================ ================= ==============
</TABLE>
See Notes to Financial Statements
F-6
<PAGE>
<TABLE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED MARCH 31, 2000 AND 1999, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2000
- --------------------------------------------------------------------------------
<CAPTION>
Period from March 1, 1994
(Inception of the development
Year Ended December 31, stage) though March 31, 2000
2000 1999
----------------- ----------------- ---------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net earnings (loss) $ (1,684,073) $ - $ (3,443,243)
Adjustment to reconcile net earnings
(loss) to net cash used by operating
activities
Depreciation and amortization 7,864 - 39,158
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 12,000 - 12,000
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 and deposits (55,999) - (55,999)
(Increase) decrease in current liabilities
Accounts payable and accrued expenses 51,706 - 56,706
----------------- ---------- ---------------------
NET CASH USED FOR OPERATING
ACTIVITIES (298,597) - (1,525,833)
----------------- ---------- ---------------------
</TABLE>
(Continued on next page)
See Notes to Financial Statements
F-7
<PAGE>
<TABLE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS (Unaudited) (Continued)
THREE MONTHS ENDED MARCH 31, 2000 AND 1999, AND
THE PERIOD MARCH 1, 1994 (INCEPTION OF THE DEVELOPMENT STAGE), TO MARCH 31, 2000
- --------------------------------------------------------------------------------
<CAPTION>
Period from March 1, 1994
(Inception of the development
Year Ended December 31 stage) though March 31 2000
---------------------
2000 1999
------------------ ---------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of furniture and equipment (12,283) - (62,303)
Acquisition of software license - - -
(Purchase) of goodwill (464,831)
------------------ ---------------- -----------------
NET CASH (USED) FOR
INVESTING ACTIVITIES (12,283) - (527,134)
------------------ ---------------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Sale of common stock 840,000 - 2,589,911
Common stock subscriptions 30,095 - -
------------------ ---------------- -----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 840,000 - 2,589,911
------------------ ---------------- -----------------
NET INCREASE (DECREASE) IN
CASH 529,120 - 536,944
CASH, beginning of period 7,824 - -
------------------ ---------------- -----------------
CASH, end of period $ 536,944 $ - $ 536,944
================== ================ =================
</TABLE>
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 $ 12,000
===========
No significant amounts of interest or taxes were paid during the periods
shown above.
See Notes to Financial Statements
F-8
<PAGE>
E-BIDD.COM, INC.
(FORMERLY IMAGE PHOTO SYSTEMS, INC.)
(A COMPANY IN THE DEVELOPMENT STAGE)
REPORT ON REVIEW OF FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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 do 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. Common stock
On January 18, 2000, e-bidd 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
e-bidd 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 ("Second Hold Period").
On March 1, 2000, in a unanimous board meeting vote, with Mr. Raymond Dabney
abstaining, the board approved the issuance of 20,000,000 restricted shares of
e-bidd's common stock valued at $1,400,000 to Raymond Dabney in exchange for the
Extended Business Model of e-bidd.com
3. 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.
F-9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
As used herein the terms "e-bidd" and "e-bidd.com" refers to e-bidd.com, Inc., a
Minnesota corporation, its subsidiaries and predecessors, unless the context
indicates otherwise. Investors should be aware that a potential conflict exists
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 is in
the process of changing its name to resolve this potential conflict. On April
24, 2000, e-bidd announced a proposed name change to XRAYMEDIA.COM.
E-bidd'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 supersite portal that will branch out
into three media specific portals: Buy & Sell Services; Public Relations
Services; and Advertising Agency Services. E-bidd intends to sell conventional
media advertising space, online advertising, and advertising and public
relations services via its Internet site.
E-bidd intends the general media supersite 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 supersite, including the purchase of radio and
television advertising time in 10 major U.S. markets, 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 seclection of markets, online banner
advertising, added interactivity functions, and a range of other content and
media related services for registered users. Accordingly, e-bidd 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 risk that is apparent to e-bidd and its shareholders is, primarily,
that it has yet to produce a product. E-bidd launched its general media Internet
supersite on April 24, 2000. The launch of this supersite constitutes Phase 1of
a multi-phased sequence that is intended to see the unfolding of e-bidd's
extended business model. The risk to shareholders is that the launch of this
website does not operate as anticipated and that the software that these
websites feature may be perceived as having a limited life.
Plan of Operation
E-bidd's plan of operation for the remainder of the year 2000 consists of
assembling partners and technology that it hopes 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, E-bidd launched its general media Internet supersite on April 24,
2000 and it intends to roll out the other phases of the site during the year
2000.
Results of Operations
Sales
E-bidd has not generated any revenues from operations for the periods covered by
this Form 10-QSB.
Losses
Net losses for the quarter ended March 31, 2000, increased to $1,684,073 from $
0 for the quarter ended March 31, 1999. The increase in losses was primarily
attributable to website development.
E-bidd expects to continue to incur losses at least through fiscal year 2000 and
there can be no assurance that e-bidd will achieve or maintain profitability or
that revenues will be generated or that growth can be sustained in the future.
2
<PAGE>
Expenses
General and administrative expenses for the quarter ended March 31, 2000,
increased to $1,684,073 from $ 0 for the quarter ended March 31, 1999. The
substantial increase in general and administrative expenses were the result of
website development.
Depreciation and amortization expenses for the quarter ended March 31, 2000 and
March 31, 1999 were $7,864 and $ 0, respectively.
Liquidity and Capital Resources
Cash flows generated by operations were a negative $298,597 for the quarter
ended March 31, 2000, and $ 0 for the quarter ended March 31, 1999. The increase
in negative cash flows for the quarter ended March 31, 2000 are primarily
attributable to website development.
Cash flows generated by investing activities were a negative $12,283 for the
quarter ended March 31, 2000, and $ 0 for the quarter ended March 31, 1999. The
increase in negative cash flows for the quarter ended March 31, 2000 are
primarily attributable to the acquisition of furniture and equipment.
Cash flows generated from financing activities was $840,000 for the quarter
ended March 31, 2000 and $ 0 for the quarter ended March 31, 1999. E-bidd's
financing activities primarily consisted of the sale of the e-bidd's common
stock pursuant to private placements.
E-bidd has funded its cash needs over the periods covered by this Form 10-QSB
through the issuance of its common stock for cash. E-bidd anticipates that this
is sufficient working capital to cover its cash needs over the next twelve
months.
On January 18, 2000, e-bidd 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
e-bidd 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 ("Second Hold Period").
Capital Expenditures
E-bidd made no significant capital expenditures on property or equipment over
the periods covered by this report. The only planned capital expenditure is
computer equipment. E-bidd has budgeted $125,000 for this expenditure.
As of March 2000, e-bidd's website was in its review stage and it was launched
on April 24, 2000. E-bidd's estimated cash requirements are approximately
$475,000 annually. The majority of e-bidd's cash requirements will be used for
personnel costs and professional fees.
Income Tax Expense (Benefit)
E-bidd has net operating loss carry forwards of approximately $2,100,000 which
will expire in 2013 and 2014.
Impact of Inflation
E-bidd believes that inflation has had a negligible effect on operations over
the past three years. E-bidd believes that it can offset inflationary increases
in the cost of materials and labor by increasing sales and improving operating
efficiencies.
3
<PAGE>
Year 2000 Compliance
As of the date of filing this Form 10-QSB, e-bidd has not experienced any Y2K
computer problems.
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 18, 2000, e-bidd 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
e-bidd 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 ("Second Hold Period"). 4,000,000 shares were sold to
twenty-two different investors in reliance upon Regulation S promulgated under
the Securities Act of 1933. 250,000 shares were issued to three different
investors in reliance upon Rule 506 of Regulation D of the Securities Act of
1933. Additionally, 10,000 shares were issued to Chapin Wilson pursuant to
ss.4(2) of the Securities Act of 1933 in consideration of his services rendered
to e-bidd.
On March 1, 2000, in a unanimous vote of the board of directors, with Mr.
Raymond Dabney abstaining, the board approved the issuance of 20,000,000
restricted shares of e-bidd's common stock to Raymond Dabney in exchange for the
Extended Business Model of e-bidd.com. The shares were issued pursuant to
ss.4(2) of the Securities Act of 1933 and valued at $1,400,000. The Extended
business model is to include a full range of media services via a brand new
Internet media supersite including assembling the partners and technology that
would enable e-bidd to engage in the business of selling conventional media
advertising space, online advertising, and advertising agency and public
relations services via a new Internet website. E-bidd made this offering based
on the following factors: (1) the issuance was an isolated private transaction
by e-bidd which did not involve a public offering; (2) there was only one
offeree who was an officer and/or director of e-bidd; (3) the offeree did not
resell the stock; (4) there were no subsequent or contemporaneous public
offerings of the stock; (5) the stock was not broken down into smaller
denominations; and (6) the negotiations for the sale of the stock took place
directly between the offeree and e-bidd.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 7 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. No reports were filed on Form 8-K during the quarter.
-------------------
[THIS SPACE LEFT BLANK INTENTIONALLY]
4
<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, this 18th day of May 2000.
e-bidd.com, Inc.,
May 18, 2000
/s/ Raymond Dabney
- ----------------------
Raymond Dabney
President, Chief Executive Officer and Director
6
<PAGE>
INDEX TO EXHIBITS
INDEX TO EXHIBITS
Exhibit
No. Page No. Description
2(a) * Articles of Merger and Plan and of Merger, Port Industries,
Inc. March 1, 1994 (incorporated herein by reference from
Exhibit No. 2(a) to e-bidd's Form 10-KSB/A for the year
ended December 31, 1999 and filed with the SEC on May 8,
2000).
3(i)(a) * Articles of Incorporation of Port Industries, Inc.
(incorporated herein by reference from Exhibit No. 3(i)(a)
to e-bidd's Form 10-KSB/A for the year ended December 31,
1999 and filed with the SEC on May 8, 2000).
3(i)(b) * Articles of Amendment Of Articles Of Incorporation Of Port
Industries, Inc. dated October 28, 1969 authorizing total
number of shares to be 30,000 at $10.00 each. (incorporated
herein by reference from Exhibit No. 3(i)(b) to e-bidd's
Form 10- KSB/A for the year ended December 31, 1999 and
filed with the SEC on May 8, 2000).
3(i)(c) * Articles of Amendment Of Articles Of Incorporation Of Port
Industries, Inc. dated March 6, 1972 authorizing the number
of shares to be 1,000,000 at $.10 each. (incorporated herein
by reference from Exhibit No. 3(i)(c) to e-bidd's Form 10-
KSB/A for the year ended December 31, 1999 and filed with
the SEC on May 8, 2000).
3(i)(d) * Minnesota Secretary Of State Amendment Of Articles Of
Incorporation (Digital Reporting Inc. changes its name to
Cyberguides International, Inc., September 30, 1997).
(incorporated herein by reference from Exhibit No. 3(i)(d)
to e-bidd's Form 10-KSB/A for the year ended December 31,
1999 and filed with the SEC on May 8, 2000).
3(i)(e) * Minnesota Secretary Of State Amendment Of Articles Of
Incorporation (Cyberguides International, Inc., changes its
name to AJA Merchant Banking Corporation February 10, 1998).
(incorporated herein by reference from Exhibit No. 3(i)(e)
to e- bidd's Form 10-KSB/A for the year ended December 31,
1999 and filed with the SEC on May 8, 2000).
3(i)(f) * Minnesota Secretary Of State Amendment Of Articles Of
Incorporation (AJA Merchant Banking Corporation changes its
name to Image Photo Systems, Inc. December 3, 1998).
(incorporated herein by reference from Exhibit No. 3(i)(f)
to e- bidd's Form 10-KSB/A for the year ended December 31,
1999 and filed with the SEC on May 8, 2000).
3(i)(g) * Minnesota Secretary Of State Amendment Of Articles Of
Incorporation (Image Photo systems, Inc. changes its name to
e-bidd.com, Inc., September 16, 1999). (incorporated herein
by reference from Exhibit No. 3(i)(g) to e-bidd's Form 10-
KSB/A for the year ended December 31, 1999 and filed with
the SEC on May 8, 2000).
3(i)(h) * Articles Of Incorporation Of Image Photo Systems, Inc.
(incorporated herein by reference from Exhibit No. 3(i)(h)
to e-bidd's Form 10-KSB/A for the year ended December 31,
1999 and filed with the SEC on May 8, 2000).
7
<PAGE>
INDEX TO EXHIBITS (Continued)
Exhibit
No. Page No. Description
3(ii)(a) * By-Laws of Port Industries, Inc. (incorporated herein by
reference from Exhibit No. 3(ii)(a) to e-bidd's Form
10-KSB/A for the year ended December 31, 1999 and filed with
the SEC on May 8, 2000).
3(ii)(b) * By-laws of Image Photo Systems, Inc. (incorporated herein by
reference from Exhibit No. 3(ii)(b) to e-bidd's Form
10-KSB/A for the year ended December 31, 1999 and filed with
the SEC on May 8, 2000).
27 Financial Data Schedule "CE"
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2000 THAT
WERE FILED WITH THE COMPANY'S REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001097068
<NAME> E-Bidd.com, Inc.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-1-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 536,944
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 623,038
<PP&E> 11,669
<DEPRECIATION> 0
<TOTAL-ASSETS> 905,374
<CURRENT-LIABILITIES> 56,706
<BONDS> 0
0
0
<COMMON> 40,881
<OTHER-SE> 777,692
<TOTAL-LIABILITY-AND-EQUITY> 905,374
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,684,073
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,684,073)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,684,073)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,684,073)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
