U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended JANUARY 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 0-27865
AUCTIONANYTHING.COM, INC.
(Name of small business issuer in its charter)
Delaware 13-264091
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 W. Pine Street, Suite 211, Orlando, Florida 32801
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(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number (407) 481-2140
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act: NONE
Securities registered pursuant to section 12(g) of the Securities Exchange
Act:
Common Stock, par value $0.001 per share
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section13
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 [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year $603,487
The aggregate market value of the 4,318,813 shares of Common Stock held by
non-affiliates was $906,950 as of April 26, 2000. For purposes of the foregoing
calculation only, each of the issuer's officers and directors is deemed to be an
affiliate. The market value of the shares was calculated based on the reported
last price of shares traded on the National Quotation Bureau on April 26, 2000.
As of April 17, 2000, 28,321,946 shares of the issuer's Common Stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Transitional Small Business Disclosure Format: Yes __ No X
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PART I
Item 1 - Description of Business
Certain statements contained in this Annual Report on Form 10-KSB constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown risks,
uncertainties and other factors that may cause the Company or its industry's
actual results, levels of activity, performance or achievements to be materially
different than any expressed or implied by these forward-looking statements. In
some cases the reader can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other comparable terminology.
Although the Company's management believes that the expectations in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements.
Business Development
AuctionAnything.com, Inc. ("UBUY" or the "Company") is a publicly traded company
(OTC BB: UBUY). The Company was originally incorporated in Delaware under the
name "Mediplex Corporation" on February 25, 1969. According to documents filed
in the State of Delaware, Mediplex corporation forfeited its Certificate of
Incorporation on December 3, 1973, as a result of not having named a registered
agent as required by Delaware law; however, the Company was renewed and revived
pursuant to a Certificate of Renewal and Revival filed on June 4, 1974. On June
5, 1974, the Company changed its name to the "The Lawton-York Corporation." On
January 31, 1975, the Company merged into it a New York corporation of identical
name, which had been incorporated on February 10, 1966. The Company was the
surviving corporation of that merger.
The Company was, for many years, a wholesaler of custom one-, two-, three- and
four-color processed commercial printing, as well as disposable and durable
office equipment including stock paper, fax paper, fax and copy machines,
computers, file cabinets and safes. The Company conducted its business
throughout the United States of America and Puerto Rico from its headquarters in
New York.
On March 10, 1999, the Company changed the focus of its business and closed a
transaction by which it acquired 100% of the outstanding capital stock of North
Orlando Sports Promotions, Inc., a privately held Florida corporation ("NOSP"),
from the shareholders of NOSP. As consideration for that acquisition, the
Company issued 24,003,133 shares of its common stock, $0.001 par value (the
"Common Stock"), which amounted to approximately 85% of the Company's
outstanding Common Stock, to the three former shareholders of NOSP. In
connection with the transaction, the Company adopted the name,
"AuctionAnything.com, Inc.," in order to more accurately reflect its new core
business. Also, on the date that the parties executed the agreement pursuant to
which the acquisition transaction was effected, the Company sold most, but not
all ($25,000 remained) of its assets to its major shareholder, director and
president, Joel E. Cavalier, in exchange for his assignment to the Company of
747,116 shares of Common Stock and his assumption of all of the Company's
liabilities. At the Closing of the acquisition transaction, the Company's
directors and officers resigned, and the Company elected a new management team
consisting of the three former shareholders of NOSP, who are experienced in
providing Internet auctions. Upon the closing of the acquisition, the Company
owned the assets and liabilities of NOSP, as well as the $25,000 in assets that
Mr. Cavalier did not acquire and outstanding warrants for the purchase of up to
3,000,000 shares of Common Stock at a purchase price of $0.30 per share.
Immediately prior to the acquisition transaction, the Company undertook an
offering of its Common Stock and warrants to purchase Common Stock. According to
the offering document provided by the Company to the shareholders of NOSP, the
Company's offering was undertaken in reliance upon Rule 504 of Regulation D,
promulgated under the Securities Act of 1933, as amended. In the acquisition
agreement among the Company, NOSP and the shareholders of NOSP, it was a
condition precedent to the obligations of NOSP and the shareholders of NOSP that
the Company shall have "concluded its pending
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offering of securities under Rule 504. "The Company's current management and
directors, who are the former shareholders of NOSP, are unable to state with
certainty whether the acquisition transaction was a condition to the Company's
closing of its securities offering under Rule 504. However, the offering
document provided by the Company contains, in addition to a discussion of the
Company, discussion of NOSP and the contemplated acquisition transaction. Thus,
it appears that the Company's securities' offering was predicated upon a
successful acquisition transaction.
The Company has elected to adopt the fiscal year end of its legal acquirer, that
of The Lawton-York Corporation. As a consequence, the Company's fiscal year end
is January 31.
There has been no bankruptcy, receivership or similar proceeding with respect to
the Company.
Business of Issuer
The Internet based Trading Market
The Internet offers, for the first time, the opportunity to create a compelling
global marketplace that overcomes the limitations associated with traditional
retail practices. An Internet-based, centralized trading place facilitates
buyers' and sellers' meeting, listing items for sale, exchanging information,
interacting with each other and, ultimately, consummating transactions. It
allows buyers and sellers to trade directly, bypassing traditional
intermediaries and lowering costs for both parties. This trading place is global
in reach, offering buyers a significantly broader selection of goods to purchase
and providing sellers the opportunity to sell their goods efficiently to a
broader base of buyers. It offers significant convenience, allowing trading at
all hours and providing continually updated information. By leveraging the
interactive nature of the Internet, this trading place also facilitates a sense
of community through direct buyer and seller communication, thereby enabling the
interaction between individuals with mutual interests. As a result, there exists
a significant market opportunity for an Internet-based, centralized trading
place that applies the unique attributes of the Internet to facilitate
business-to-business, business-to-consumer and person-to-person trading.
General Business
AuctionAnything.com, Inc. (the "Company") operates a variety of internet-related
services. Currently, the Company has three main revenue generating operations,
which are provided collectively by AuctionAnything.com, Inc. and North Orlando
Sports Promotions, Inc. ("NOSP"), a wholly owned subsidiary of
AuctionAnything.com, Inc.: 1) Internet Business Solutions (IBS): a service which
establishes and hosts auction and/or E-commerce web sites for other businesses
and organizations primarily in both the business-to-business and
business-to-consumer markets; 2) Two company owned and maintained
auction/E-commerce web sites (www.SportsAuction.com and
www.AutographAuctions.com) from which the Company sells its own inventory
(collectibles, memorabilia, photos, sports cards, etc.) and allows online
person-to-person "electronic consignment" from which the Company derives
commission fees; and 3) an Internet service provider (ISP) service, known as
Tish.net.
The Company intends to focus its business development efforts on its Internet
Business Solutions (IBS) suite of products and anticipates that its sales of
company owned inventory and Internet service (ISP) will significantly diminish
in the Company's 2000 fiscal year.
AuctionAnything.com
The Company owns and operates AuctionAnything.com, an online
business-to-business, business-to-consumer and person-to-person e-commerce
network website. The website is located at http://www.auctionanything.com. This
site serves as a centralized website for buyers and sellers to meet, negotiate
sales, and finally consummate transactions directly, thereby bypassing the time
and expense of intermediaries. Sales are conducted by either an auction hosted
by the Company or, beginning in early 2000, at a fixed price through an
E-commerce storefront web site.
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The Company considers itself to be an Internet application service provider
(ASP) because it provides Internet-based application services (primarily
electronic commerce) to its clients (primarily other businesses). The Company
builds, hosts and maintains advanced web sites for its clients and generates
revenues via a combination of setup fees/deposits, commissions on sales and
monthly hosting fees. The majority of these sites are built around
AuctionAnything.com's Internet auction and/or E-commerce software. The Company
offers product lines referred to as Internet Business Solutions (IBS), which
consist of a variety of Internet E-Commerce tools, Internet Business Solutions
(IBS), which consist primarily of Internet auction E-Commerce tools and Internet
E-commerce sites (store fronts) referred to as EcartPlus sites.
Internet Business Solutions
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Internet Business Solutions (IBS) is a business-to-consumer,
business-to-business and/or person-to-person service whereby the Company
establishes and then hosts auctions and/or storefront sites for other
businesses. This service was designed for businesses whose product inventory has
a relatively high-turnover rate particularly those that sell items that can be
shipped easily. The Company provides the milieu and the technical support, while
the customer is responsible for all listed items, content, delivery,
collections, and other incidentals. The Company charges an initial deposit, then
a percentage of the successful sales after the deposit has been depleted.
Most IBS web sites appear on and are accessed through the AuctionAnything.com
website. Also, AuctionAnything.com registered users (members) are automatically
registered to participate in all IBS sites. As of January 31, 2000, there were
nine IBS auction sites found at the AuctionAnything.com website:
1) Sportsauction.com (www.SportsAuction.com) is an IBS site wholly owned
by the Company. In addition to being the main site for the Company, it
has served as a test site for all technical components. At this site,
the Company auctions off sports and celebrity material all of which
are owned by the Company. Most auctions are conducted weekly, usually
beginning on a Monday and concluding the following Sunday. These
weekly lots are combined with occasional daily lots, which begin and
end on the same day. The daily lots are designed to attract buyers to
the site on "off days" (days in the middle of the standard auction).
2) Autographauctions.com (www.AutographAuctions.com) is also an IBS site
wholly owned by the Company. This site was established to auction the
Company's non-sports celebrity autographs and to facilitate
advertising in celebrity autograph magazines.
3) Stogiesauction.com (www.StogiesAuction.com) is an IBS site established
for a customer based in Boca Raton, Florida. They auction off cigars
and related merchandise. The Company collects commissions on the
amount of sales generated through the web site.
4) TCI Industries (www.TCIIndustries.com) is an IBS site established for
a customer based in Columbia, South Carolina. They auction off
computer equipment. The Company collects commissions on the amount of
sales generated through the web site.
5) Showcases USA (www.UniqueMemorabilia.com) is an IBS site established
for a client in Tampa, Florida. They auction off sports and celebrity
memorabilia. The Company collects commissions on the amount of sales
generated through the web site.
6) Antiquities of the Prize Ring (auctions.antekprizering.com) is an IBS
site established for a client in Hilliard, Ohio. They auction off
boxing memorabilia. The Company collects commissions on the amount of
sales generated through the web site.
7) Alliance Retail Services (www.RetailOne.com) is an IBS site
established for a client in Reno, Nevada. They are a
business-to-business site, which auctions off restaurant and grocery
displays and equipment. The Company collects commissions on the amount
of sales generated through the web site.
8) Crazy Jewelry (www.crazyjewelry.com) is an IBS site established for a
client in Red Bank, New Jersey. They auction off jewelry. The Company
collects commissions on the amount of sales generated through the web
site.
9) www.AuctionsForCharity.com is an IBS site established to give any
charitable organization the opportunity to have an auction site. An
auction was held in November 1999 for the
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Christian Help Foundation. Charitable organizations are only charged a
commission on their successful sales with no set-up deposit required.
The Company will tailor services to meet the needs of each client. Each client
has its own unique organizational structure, approach to purchasing and
purchasing objectives. The Company works with each client to identify the
portions of their purchases that are best suited for the Company's market making
approach, and the Company designs a program of services that meets the client's
needs.
The Company's current plan is to aggressively market its IBS program to
businesses that could potentially thrive in the online business-to-business and
business-to-consumer field. This plan includes the addition of account
executives whose responsibilities would include making personal contact with
potential clients and providing the follow-through necessary to make the sale.
The Company is also committed to expanding its marketing and advertising of the
IBS program via media, personal contacts and trade shows.
Person-to-Person Services
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Currently on both the SportsAuction.com and AutographAuctions.com websites, the
Company gives individuals interested in selling their own merchandise the
opportunity to list their items as consignments. This service has been offered
free of charge with no limits on the number of items listed. However, the
Company has begun charging a sales commission (3% of sales) starting in February
2000.
ISP Services
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Tish.net is an ISP that provides Internet service for the Company and for other
customers. Currently, Tish.net provides ISP services for approximately 25
clients. There are no immediate plans to solicit new clients for these services.
Revenue Sources
Internet Business Solutions
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Internet Business Solutions (IBS) is a service whereby the Company establishes
and hosts auctions and/or storefront sites for other businesses. As of January
31, 2000, the Company has established nine IBS sites, seven of which were
established for outside clients. Typically, for an auction-only site, the
Company charges each customer a non-refundable $1,000 deposit that is applied
toward their first $40,000 in sales in lieu of charging a commission. After the
deposit has been depleted, a 2.5% commission is charged on all successful sales.
Beginning in early 2000 the Company has offered a storefront site for IBS
customers with inventory more suited to a fixed-price structure. The Company
requires a $500 up-front fee, which is applied toward the first five months of
service, and a $100 monthly fee is charged after the initial five-month period.
A credit card processing module is required for all storefront sites (this
feature is an option for auction sites). This module is a one-time set-up fee of
$499, plus a $0.20 per transaction fee thereafter. No commissions are charged on
successful sales at a storefront site. IBS clients also have the option of a
combined auction and storefront site. This requires a $500 deposit, which is
applied toward the first $20,000 in successful auction sales in lieu of
commission, and $500 for the first five months for the storefront site. The
credit card module is a requirement for this type of site. The Company intends
to make this service its main focus in the future.
SportsAuction.com and AutographAuctions.com
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SportsAuction.com and AutographAuction.com are IBS sites owned by the Company.
The Company auctions sports and celebrity material weekly via the
www.SportsAuction.com and www.AutographAuctions.com web sites. The Company owns
all of the items offered for sale by auction on these web sites. These weekly
lots are combined with occasional daily lots. All auctions are non-reserve
auctions and subject to a $1.00 minimum bid. Historically, the Company has
generated approximately $6,000 per week in gross sales total from these two web
sites.
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Due to the lack of profitability of the inventory-based business model, the
Company recently began transitioning away from that model and toward a
service-based model. While the Company still sells its own merchandise through
SportsAuction and AutographAuctions, the Company has already reduced its
inventory purchases and further anticipates that its inventory purchases will
ultimately evaporate. As a consequence of reduced inventory purchases and sales,
the Company's revenues and cost of goods sold have started to decline. The
Company anticipates further reductions in its revenues and cost of goods sold as
it reduces its inventory sales and purchases and attempts to ramp up its service
revenues.
For individuals who wish to list their own items for sale, the Company offers
free consignment listings. Consigners are required to keep an authorized credit
card on file with the Company and are allowed to list as many items as they
want. The Company charges consigners 3% of all successful sales. At this time,
there is no limit in place as to the number of items a consigner may list. The
Company expects that consigner sales will generate substantial sales, which will
maintain the Internet presence of both SportsAuction.com and
AutographAuctions.com.
Tish.net
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Tish.net offers Internet services (ISP) to approximately 25 clients. There are
no immediate plans to solicit new clients for these services. Services provided
include dial-up through high-speed Internet access and design and hosting of
Internet web and e-mail services. Customer costs range from $16 per month to
$1,500 per month for access and hosting services, and other services are
provided based on hourly rates.
Banner Advertising
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The Company plans on selling banner advertising on its website in the near
future. The competition for advertising dollars is intense, but the dollars
available are growing. Jupiter Communications, a leading Internet research firm,
estimates that Web advertising in the U.S. will grow from $940 million in 1997
to over $7.6 billion by the year 2002. Ad rates for many web sites have remained
stable at $10 to $50 per 1,000 pages viewed, but significant discounting is
prevalent in the market. Initially, the Company may discount its rates in order
to establish itself in the market.
Sales through other Auction Sites
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The Company also generated modest revenue through sales of its own inventory
through other Internet auction sites, such as eBay. This activity was
discontinued late in 1999.
Competition
The market for business-to-business, business-to-customer and person-to-person
trading over the Internet is relatively new, rapidly evolving and extremely
competitive, and the Company expects competition to intensify further in the
future. Barriers to entry are relatively low, and current and new competitors
can launch new sites for relatively low cost using commercially available
software. The Company currently or potentially competes with a number of other
companies. The Company anticipates that its main competition will come from a
number of emerging networks of online business-to-business, business-to-consumer
and person-to-person auction services, such as the FairMarket, FreeMarkets,
Ariba and Auction Universe networks, which combine the services of competing
auction sites, thereby exposing items to a larger number of buyers. The Company
also competes with the growing number of business-to-consumer and
person-to-person online auction services such as Onsale and First Auction. The
Company potentially faces competition from a number of larger online communities
and services that have expertise in developing online commerce and in
facilitating online business-to-consumer and person-to-person interaction.
Certain of these potential competitors, including Amazon.com, AOL, eBay,
Microsoft and Yahoo! currently offer a variety of business-to-consumer services
and classified ad services, along with person-to-person trading to their large
user populations. Competitive pressures
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created by any one of these companies, or by the Company's competitors
collectively, could have a material adverse effect on the Company's business,
results of operation and financial condition.
The Company believes that the principal competitive factors in its market are
volume and selection of goods, population of buyers and sellers, customer
service, reliability of delivery and payment by users, brand recognition, Web
site convenience and accessibility, price, quality of search tools, security and
system reliability. The most forward-looking companies will understand the
potential of Internet-based business-to-consumer, business-to-business, and
business-to-government/institution E-xchanges (networks) that provide vertical
marketplaces. Many of the Company's current and potential competitors have
longer operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing, technical and other resources than
the Company. In addition, other online trading services may be acquired by,
receive investments from or enter into other commercial relationships with
larger, well-established and well-financed companies as use of Internet and
other online services increases. Therefore, certain of the Company's competitors
may be able to devote greater resources to marketing and promotional campaigns,
adopt more aggressive pricing policies or may try to attract traffic by offering
services for free and devote substantially more resources to Web site and
systems development than the Company. Increased competition may result in
reduced operating margins, loss of market share and diminished value in the
Company's brand. There can be no assurance that the Company will be able to
compete successfully against current and future competitors. The Company's
primary line of defense against the competition is to provide the best value to
all participants within its network. The Company intends to provide the best
value by being the relationship leader while providing state-of-the-art
technology at a reasonable cost. The Company's fundamental customer service
strategy is to provide competent, timely and passionate service to all of its
clientele. It is believed that this strategy will enable the Company to
differentiate itself from all of its competition and enable it to reach its
financial goals.
Further, as a strategic response to changes in the competitive environment, the
Company may, from time to time, make certain pricing, service or marketing
decisions or acquisitions that could have a material adverse effect on its
business, results of operation and financial condition. New technologies and the
expansion of existing technologies may increase the competitive pressures on the
Company by enabling the Company's competitors to offer a lower-cost service.
Certain Web-based applications that direct Internet traffic to certain Web sites
may channel users to trading services that compete with the Company. Although
the Company has established Internet traffic arrangements with several large
online services and search engine companies, there can be no assurance that
these arrangements will be renewed on commercially reasonable terms or that they
will otherwise continue to result in increased users of the Company's service.
In addition, companies that control access to transactions through network
access or Web browsers could promote the Company's competitors or charge the
Company substantial fees for inclusion. Any and all of these events could have a
material adverse effect on the Company's business, results of operations and
financial condition.
Government Approval and Regulation
The Company is not currently subject to direct federal, state or local
regulation, and laws or regulations applicable to access to or commerce on the
Internet, other than regulations applicable to businesses generally. However,
due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security. Although the laws that, among other things, proposed to
impose criminal penalties on anyone distributing "indecent" material to minors
over the Internet were held to be unconstitutional by the U.S. Supreme Court,
there can be no assurance that similar laws will not be proposed and adopted.
Certain members of Congress have recently discussed proposing legislation that
would regulate the distribution of "indecent" material over the Internet in a
manner that they believe would withstand challenge on constitutional grounds.
The nature of such similar legislation and the manner in which it may be
interpreted and enforced cannot be fully determined and, therefore, such
legislation could subject the Company and/or its customers to potential
liability, which in turn could have an adverse effect on the
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Company's business, results of operation and financial condition. The adoption
of any such laws of regulations might also decrease the rate of growth of
Internet use, which in turn could decrease the demand for the Company's service
or increase the cost of doing business or in some other manner have a material
adverse effect on the Company's business, results or operations and financial
condition. In addition, applicability to the Internet of existing laws governing
issues such as property ownership, copyrights and other intellectual property
issues, taxation, libel, obscenity and personal privacy is uncertain. The vast
majority of such laws was adopted prior to the advent of the Internet and
related technologies and, as a result, do not contemplate or address the unique
issues of the Internet and related technologies.
In addition, numerous states have regulations regarding the manner in which
"auctions" may be conducted and the liability of "auctioneers" in conducting
such auctions. The Company does not believe that such regulations, which were
adopted prior to the advent of the Internet, govern the operation of the
Company's business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance, however, that
a state will not attempt to impose these regulations upon the Company in the
future or that such imposition will not have a material adverse effect on the
Company's business, results of operation and financial condition. Several states
have also proposed legislation that would limit the uses of personal user
information gathered online or require online services to establish privacy
policies. The Federal Trade Commission has also initiated action against at
least one online service regarding the manner in which personal information is
collected from users and provided to third parties. Changes to existing laws or
the passage of new laws intended to address these issues, including some
recently proposed changes, could create uncertainty in the marketplace that
could reduce demand for the services of the Company or increase the cost of
doing business as a result of litigation costs or increased service delivery
costs, or could in some other manner have a material adverse effect on the
Company's business, results of operation and financial condition. In addition,
because the Company's services are accessible worldwide and the Company
facilitates sales of goods to users worldwide, other jurisdictions may claims
that the Company is required to qualify to do business as a foreign corporation
in a particular state or foreign county. Failure by the Company to qualify as a
foreign corporation in a jurisdiction where it is required to do so could
subject the Company to taxes and penalties for the failure to qualify and could
result in the inability of the Company to enforce contract in such
jurisdictions. Any such new legislation or regulation, or the application of
laws or regulation from jurisdictions whose laws do not currently apply to the
Company's business could have a material adverse effect on the Company's
business, results of operation and financial condition.
Research and Development Expenses
The Company has determined that the inception of the research and development
stage was at the time of the TISH acquisition, February 18, 1999. Unique
software has been developed during this time to enhance the Company's Internet
network. In order to arrive at a reasonable figure for the capitalization of
this software, it was determined when each technical employee began working on
the project, and the percent of time each individual spent on development. An
allocated payroll figure was obtained by figuring the percent of direct labor
time of the total payroll for each individual. As of January 31, 2000, total
allocated payroll of software development was $46,600, which has been
capitalized as equipment. During the year ended January 31, 2000 $7,767 has been
depreciated.
Costs and Effects of Compliance with Environmental Law
The company is not aware of any significant present or future impact on its
business due to compliance with environmental laws.
Employees
As of January 31, 2000, the Company had eleven employees, including two in
customer support, three in product development, two in sales and marketing, and
four in administration and business development. The Company has never had a
work stoppage, and no employees are represented under collective bargaining
agreements. The Company considers its relations with its employees to be good.
The
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Company believes that its future success will depend in part on its continued
ability to attract, integrate, retain and motivate highly qualified technical
and managerial personnel, and upon the continued service of its senior
management and key technical personnel. Competition for qualified personnel in
the Company's industry and geographical location is intense, and there can be no
assurance that the Company will be successful in attracting, integrating,
retaining and motivating a sufficient numbers of qualified personnel to conduct
its business in the future.
Additional Factors that May Affect Future Results
The following risk factors and other information included in this report should
be carefully considered. The risks and uncertainties described below are not the
only ones faced by the Company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occurs, our business, results
of operation and financial condition could be materially adversely affected.
Limited Operating History Makes Evaluating The Business And Future Prospects
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Difficult
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AuctionAnything.com, Inc. has a very limited operating history. The company, in
its current structure, was founded in 1999. Because the operating history is so
limited, it is very difficult to evaluate the business and any future prospects.
The Company will confront risks and difficulties frequently encountered by
companies in an early stage of commercial development in new and rapidly
evolving markets. In order to overcome these risks and difficulties, the Company
must, among other things: - execute the business and marketing strategy
successfully; - increase the number of buyers that use the online auction
services; - attract a sufficient number of suppliers to participate in the
online auctions to sustain competitive auctions; - enter into long-term
agreements with clients who have utilized the Company's services under initial
short-term agreements; - upgrade the technology and information processing
systems so that the Company can create a wider variety and greater number of
online auctions; and - continue to attract, hire, motivate and retain qualified
personnel. If the Company fails to achieve these objectives, it may not realize
sufficient revenues or net income to succeed.
Significantly More Cash Used Than Generated
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Since inception, the Company's operating and investing activities have used more
cash than they have generated. Because of the continued need for substantial
amounts of working capital to fund the growth of the business, the Company
expects to continue to experience significant negative operating and investing
cash flows for the foreseeable future. The Company may need to raise additional
capital in the future to meet the operating and investing cash requirements. The
Company may not be able to find additional financing, if required, on favorable
terms or at all. If additional funds are raised through the issuance of equity,
equity-related or debt securities, these securities may have rights, preferences
or privileges senior to those of the rights of the common stock, and the
stockholders may experience additional dilution to their equity ownership.
Anticipated Future Losses
AuctionAnything.com, Inc. experienced losses for the fiscal year ended January
31, 2000 as a result of the Company's efforts to invest in the actual and
anticipated growth of the business. Profitability will depend on whether
revenues can be increased while controlling expenses. The Company may not
achieve profitability in the future, or sustain any future profitability.
Current Clients Or Prospective Clients May Establish Their Own
- --------------------------------------------------------------
Business-To-Business and/or Business-To-Consumer Exchanges
- ----------------------------------------------------------
In recent months, many industrial companies have announced their intentions to
establish their own business-to-business and/or business-to-consumer exchanges.
These exchanges may provide auction functionality and other services similar to
the Company's and may diminish the need for services from the
-9-
<PAGE>
Company. It is not known, the effect that these exchanges may have on the market
for online auction services, it is possible that the existence of these
exchanges, or even the anticipated existence of planned exchanges, may result in
the Company losing clients and revenue and may impair the Company's ability to
grow the business.
Purchasers May Not Adopt The Online Auction Method Of Purchasing At Levels
- --------------------------------------------------------------------------
Sufficient To Sustain The Company's Business
- ---------------------------------------------
Online auction services are a novel method of purchasing, which potential
clients may not adopt. If not enough consumers adopt the auction method of
purchasing, then the Company's business could be harmed. In order to accept the
Company's method, buyers must adopt new purchasing practices that are different
from their traditional practices. Moreover, buyers must be willing to rely less
upon personal relationships in making purchasing decisions. The Company cannot
assure the client that enough consumers will choose to adopt this method or do
so at sufficient levels to sustain the business.
Clients May Not Purchase The Company's Services If Significant Savings Cannot Be
- --------------------------------------------------------------------------------
Generated
- ---------
If the Company's online auction services increase the efficiency of any
particular supply market, the future likelihood of significant savings to the
clients in that market may decrease. Factors beyond control may limit the
Company's ability to generate savings. If the magnitude of savings in particular
product categories decreases, the Company may have difficulty in the future
selling the auction services to buyers in those markets, or attracting willing
suppliers in other markets, either of which will reduce revenues and net income.
The Company's Quarterly Operating Results Are Volatile And Difficult To Predict;
- --------------------------------------------------------------------------------
If The Expectations Of Public Market Analysts Or Investors Fail, The Market
- ---------------------------------------------------------------------------
Price Of The Common Stock May Decline
- -------------------------------------
The Company's quarterly operating results have varied significantly in the past
and will likely vary significantly in the future. It is believed that
period-to-period comparisons of the Company's results of operations are not
meaningful, and should not be relied upon as indicators of future performance.
The operating results will likely fall below the expectations of securities
analysts or investors in some future quarter or quarters. The Company's failure
to meet these expectations may result in a decrease in the market price of the
common stock. The Company's quarterly revenues often fluctuate because of
dependence on a relatively small number of clients.
Spending On Increased Capacity Precedes The Company's Receipt Of Revenues, Which
- --------------------------------------------------------------------------------
Could Cause The Gross Margins To Be Volatile
- --------------------------------------------
The Company must hire personnel, acquire equipment and expand the facilities in
anticipation of receiving revenues in future periods. Because many of the
expenses for these activities are components of the cost of revenues, gross
margins could be volatile.
The Company May Not Be Able To Adjust Spending Very Quickly; In Which Case Net
- ------------------------------------------------------------------------------
Income Will Be Reduced
- ----------------------
The Company plans to increase expenditures for the sales and marketing efforts,
development of new technology, and improvement of the operational and financial
systems. The historical financial information upon which the Company can base
the planned operating costs and capital expenditures is very limited and may not
be meaningful. Planned expense levels are relatively fixed in the short term and
are based on the anticipation of future revenues. The Company may not be able to
forecast revenues accurately due to limited operating history. If accurate
predictions of revenues fail in relation to planned expense levels, then the
Company may be unable to adjust costs in a timely manner in response to
lower-than-expected revenues, and the net income will be negatively affected.
-10-
<PAGE>
The Company May Not Be Able To Hire Or Retain Qualified Staff
- -------------------------------------------------------------
If adequate qualified and skilled staff cannot be acquired and retained, the
growth of the business may be limited. The ability to provide services to
clients and grow the business depends, in part, on the Company's ability to
attract and retain staff with college and graduate degrees as well as
professional experiences that are relevant for market making, technology
development and other functions that are performed. Competition for personnel
with these skills is intense. Some technical job categories are under conditions
of severe shortage in the United States. In addition, restrictive immigration
quotas could prevent the Company from recruiting skilled staff from outside the
United States. The Company may not be able to recruit or retain the caliber of
staff required to carry out essential functions at the pace necessary to sustain
or grow the business.
The Capacity Constraints Of Personnel And Technology Resources May Limit Growth
- -------------------------------------------------------------------------------
If the Company is unable to undertake new business due to a shortage of staff or
technology resources, growth will be impeded. The Company's focus is on large
companies as clients. At times, these clients ask for large projects that put a
strain on resources, both in terms of people and technology. At the same time,
penetration of new product categories often requires that significant databases
of new information be created. This, too, often requires a substantial amount of
time from the market making and technical staffs. If the staff does not have the
time to find and assimilate this new information, the Company may not be able to
extend services to new product categories. Therefore, there may be times when
opportunities for revenue growth may be limited by the capacity of internal
resources rather than by the absence of market demand.
Failure To Manage Growth Could Reduce Revenues Or Net Income
- ------------------------------------------------------------
Rapid expansion strains the Company's infrastructure, management, internal
controls and financial systems. Present growth or future expansion may not be
effectively managed. The Company has recently experienced significant growth due
to the change in scope. To support this growth, the majority of the Company's
employees have been hired within the last year. This rapid growth has also
strained the ability to integrate and properly train new employees. Inadequate
integration and training of employees may result in underutilization of the
Company's workforce and may reduce revenues or net income.
Other Businesses Or Technologies May Be Acquired Which Are Unable To Be
- -----------------------------------------------------------------------
Integrated With The Business, Or May Impair Financial Performance
- -----------------------------------------------------------------
If appropriate opportunities present themselves, additional businesses,
technologies, services or products may be acquired that the Company believes are
strategic, and any such acquisitions may be material in size. The Company may
not be able to identify, negotiate or finance any future acquisition
successfully. Even if successful in acquiring a business, technology, service or
product, the Company has no experience in integrating an acquisition into the
existing business. The process of integration may produce unforeseen operating
difficulties and expenditures and may absorb significant attention of management
that would otherwise be available for the ongoing development of current
business. Moreover, the benefits that are anticipated from a future acquisition
might not be achieved. If future acquisitions are made, shares of stock may be
issued that dilute other stockholders, incur debt, assume contingent liabilities
or create additional expenses related to amortizing goodwill and other
intangible assets, any of which might harm financial results and cause the stock
price to decline. Any financing that might be needed for future acquisitions may
only be available on terms that restrict the Company's business or that impose
costs that reduce net income.
The Sales Cycle Is Long And Uncertain And May Not Result In Revenues; Factors
- -----------------------------------------------------------------------------
Beyond Control May Affect The Decision To Purchase The Company's Services
- -------------------------------------------------------------------------
The sales cycle is long, typically taking from one to six months from initial
client contact until a contract is signed. Not every potential client that is
solicited actually purchases services. Because a new method of purchasing is
being offered, potential clients must be educated on the use and benefits of the
Company's services. A significant amount of time must be invested with multiple
decision makers in a prospective client's organization to sell the services.
Other factors that contribute to the length and uncertainty of the
-11-
<PAGE>
sales cycle and that may reduce the likelihood that clients will purchase the
Company's services include: budgeting constraints; incentive structures that do
not reward decision makers for savings achieved through cost-cutting; the
strength of pre-existing supplier relationships; and an aversion to new
purchasing methods. If the Company is unable to enter into service agreements
with clients on a consistent basis, then the business may suffer from diminished
revenues.
Factors Beyond Control Could Result In Disappointing Auction Results;
- ---------------------------------------------------------------------
Disappointed Clients May Cancel Their Agreements
- ------------------------------------------------
The actual savings achieved in any given auction vary widely and depend upon
many factors beyond control. These factors include: the current state of supply
and demand in the supply market for the products being auctioned; the past
performance of a client's purchasing organization in negotiating favorable terms
with suppliers; the willingness of a sufficient number of qualified suppliers to
bid for business using the Company's auction services; reductions in the number
of suppliers in particular markets due to mergers, acquisitions or suppliers
exiting from supply industries; and seasonal and cyclical trends that influence
all industrial purchasing decision making. Because factors beyond control affect
a client's perception of the value of the Company's services, clients may cancel
service agreements, even if the Company has performed well. Any cancellation of
service agreements may reduce revenues and net income.
Failures Of Hardware Systems Or Software Could Undermine Clients' Confidence In
- -------------------------------------------------------------------------------
The Company's Reliability
- -------------------------
A significant disruption in the online auction service could seriously undermine
the Company's clients' confidence in the business. IBS clients hold the Company
to a high standard of reliability and performance. From time to time, service
interruptions during online auctions have been experienced. Circumstances beyond
the Company's control may cause an interruption of service to occur in the
future. During these disruptions, participants may lose their online connection
or bids may not be received in a timely manner. Any interruptions in service may
undermine actual and potential clients' confidence in the reliability of the
business. Conducting an online auction requires the successful technical
operation of an entire chain of software, hardware and telecommunications
equipment. This chain includes our software, the personal computers and network
connections of bidders, our network servers, operating systems, databases and
networking equipment such as routers. A failure of any element in this chain can
partially or completely disrupt an online auction. Some of the elements set
forth above are beyond control of the Company, such as Internet connectivity and
software, hardware and telecommunications equipment purchased from others.
Frequent auction participants from outside North America may use older or
inferior technologies, which may not operate properly. In addition, hardware and
software are potentially vulnerable to interruption from power failures,
telecommunications outages, network service outages and disruptions, natural
disasters, and vandalism and other misconduct. Business interruption insurance
would not compensate the Company fully for any losses that may result from these
disruptions.
The Loss Of Key Executives Would Disrupt Business
- -------------------------------------------------
The loss of any member of key management team would significantly disrupt the
Company's business. The leadership and vision of key members of the senior
management team, including: Martin M. Meads, Chief Executive Officer; Raymond J.
Hotaling, President and Dennis A. Kurir, CEO Emeritus is considered critical to
the Company's success. Messrs. Hotaling and Kurir created North Orlando Sports
Promotions, and they and Mr. Meads have been instrumental in the management and
growth of AuctionAnything.com, Inc. The loss of any of these executives could
disrupt the Company's growth or result in lost revenues or a decrease in net
income.
If Technology Is Not Continually Improved, The Business Will Suffer
- -------------------------------------------------------------------
The Company's services and the business-to-business and business-to-consumer
electronic commerce markets are characterized by rapidly changing technologies
and frequent new product and service introductions. The Company may fail to
introduce new online auction technology on a timely basis or at
-12-
<PAGE>
all. If the company fails to introduce new technology or to improve existing
technology in response to industry developments, clients could experience
frustration that could lead to a loss of revenues. The Company's online auction
technology is complex, and accordingly may contain undetected errors or defects
that cannot be fixed. In the past, software errors have been discovered in new
versions of our software after their release. Reduced market acceptance of the
Company's services or software due to errors or defects in technology would harm
the business by reducing revenues.
If Clients' Confidential Information Is Not Adequately Maintained, The Company's
- --------------------------------------------------------------------------------
Reputation Could Be Harmed And Could Incur Legal Liability
- ----------------------------------------------------------
Any breach of security relating to the Company's clients' confidential
information could result in legal liability for the Company and a reduction in
use or cancellation of IBS online auction services, either of which could
materially harm the business. Company personnel receive highly confidential
information from buyers and suppliers that is stored in Company files and on
Company computer systems. However, current security procedures to protect
against the risk of inadvertent disclosure or intentional breaches of security
might fail to adequately protect information that the Company is obligated to
keep confidential. The Company may not be successful in adopting more effective
systems for maintaining confidential information, so exposure to the risk of
disclosure of the confidential information of others may grow with increases in
the amount of information in the Company's possession. If the Company fails to
adequately maintain clients' confidential information, some clients could end
their business relationships and the Company could be subject to legal
liability.
The Market For Business-To-Business And Business-To-Consumer Electronic Commerce
- --------------------------------------------------------------------------------
Products And Services Is Intensely Competitive
- ----------------------------------------------
As one of a number of companies providing services or products to the market for
business-to-business and business-to-consumer electronic commerce, the Company
faces the risk that existing and potential clients may choose to purchase
competitors' services. If they do, then revenues and net income will be reduced.
For a more detailed discussion of the competitive environment, please see
"Business--Competition".
Business Will Suffer If Prospective Clients Do Not Accept Electronic Commerce
- -----------------------------------------------------------------------------
And The Internet As A Means Of Purchasing
- -----------------------------------------
IBS online auction services depend on the increased acceptance and use of the
Internet as a medium of commerce. The Company's business will suffer if
potential clients do not accept electronic commerce and the Internet as a means
of purchasing. Business-to-business and business-to-consumer electronic commerce
is a new and emerging business practice that remains largely untested in the
marketplace. Rapid growth in the use of the Internet and electronic commerce is
a recent phenomenon. As a result, acceptance and use may not continue to develop
at recent rates and a sufficiently broad base of business clients may not adopt
or continue to use the Internet as a medium of commerce. Demand for and market
acceptance of services and products recently introduced over the Internet are
subject to a high level of uncertainty, and few proven services and products yet
exist. Electronic commerce may not prove to be a viable medium for
business-to-business purchasing for the following reasons, any of which could
seriously harm the business: - the necessary infrastructure for Internet
communications may not develop adequately; - buyer clients and suppliers may
have security and confidentiality concerns; - complementary products, such as
high-speed modems and high-speed communication lines, may not be developed; -
alternative purchasing solutions may be implemented; - buyers may dislike a
reduction in the human contact that traditional purchasing methods provide; -
use of the Internet and other online services may not continue to increase or
may increase more slowly than expected; - the development or adoption of new
standards and protocols may be delayed; and - new and burdensome governmental
regulations may be imposed.
-13-
<PAGE>
Security Risks And Concerns May Deter The Use Of The Internet For Conducting
- ----------------------------------------------------------------------------
Commerce
- --------
Concern about the security of the transmission of confidential information over
public networks is a significant barrier to electronic commerce and
communication. Advances in computer capabilities, new discoveries in the field
of cryptography or other events or developments could result in compromises or
breaches of Internet security systems that protect proprietary information. If
any well-publicized compromises of security were to occur, they could
substantially reduce the use of the Internet for commerce and communications.
Anyone who circumvents the Company's security measures could misappropriate
proprietary information or cause interruptions in services or operations. The
Company's activities involve the storage and transmission of proprietary
information, such as confidential buyer and supplier specifications. The
Internet is a public network, and data is sent over this network from many
sources. In the past, computer viruses have been distributed and have rapidly
spread over the Internet. Computer viruses could be introduced into the
Company's systems or those of the clients or suppliers, which could disrupt
online auction technology or make it inaccessible to IBS clients or suppliers.
The Company may be required to expend significant capital and other resources to
protect against the threat of, or to alleviate problems caused by, security
breaches and the introduction of computer viruses. The Company's security
measures may be inadequate to prevent security breaches or combat the
introduction of computer viruses, either of which may result in loss of data,
increased operating costs, litigation and possible liability.
Intellectual Property Must Be Adequately Protected Or Competitors May Be Able To
- --------------------------------------------------------------------------------
Duplicate The Company's Services
- --------------------------------
The Company relies in part upon proprietary technology to conduct auctions. The
Company's failure to adequately protect intellectual property rights could harm
the business by making it easier for competitors to duplicate its IBS services.
The Company has also obtained certain marks, domain names and logos, but these
protections may not be adequate. Although it is a requirement for each employee
to enter into a confidentiality agreement, these agreements may not
satisfactorily safeguard the intellectual property against unauthorized
disclosure. AuctionAnything.com, Inc. cannot be certain that third parties will
not infringe or misappropriate the Company's proprietary rights or that third
parties will not independently develop similar proprietary information. Any
infringement, misappropriation or independent development could harm future
financial results. In addition, effective patent, trademark, copyright and trade
secret protection may not be available in every country where online auction
services are provided. The Company may, at times, have to incur significant
legal costs and spend time defending trademarks and copyrights. Any defense
efforts, whether successful or not, would divert both time and resources from
the operation and growth of the business. There is also significant uncertainty
regarding the applicability to the Internet of existing laws regarding matters
such as property ownership, patents, copyrights and other intellectual property
rights. Legislatures adopted the vast majority of these laws prior to the advent
of the Internet and, as a result, these laws do not contemplate or address the
unique issues of the Internet and related technologies. It cannot be certain
what laws and regulations may ultimately affect the business or intellectual
property rights.
Others May Assert That The Company's Technology Infringes Their Intellectual
- ----------------------------------------------------------------------------
Property Rights
- ---------------
AuctionAnything.com, Inc. does not believe that any infringement is made on the
proprietary rights of others, and to date, no third parties have notified the
Company of infringement, but the Company may be subject to infringement claims
in the future. The defense of any claims of infringement made against the
Company by third parties could involve significant legal costs and require
management to divert time from the business operations. Either of these
consequences of an infringement claim could have a material adverse effect on
operating results. If the Company is unsuccessful in defending any claims of
infringement, the Company may be forced to obtain licenses or to pay royalties
to continue to use the technology. Necessary licenses may not be obtainable on
commercially reasonable terms or at all. If the Company fails to obtain
necessary licenses or other rights, or if these licenses are too costly,
operating results may suffer either from reductions in revenues through the
inability to serve clients or from increases in costs to license third-party
technology.
-14-
<PAGE>
Others May Refuse To License Important Technology To The Company Or May Increase
- --------------------------------------------------------------------------------
The Fees They Charge For This Technology
- ----------------------------------------
The Company relies on third parties to provide some software and hardware, for
which fees are paid. This software has been readily available, and to date no
significant fees have been paid for its use. These third parties may increase
their fees significantly or refuse to license their software or provide their
hardware to the Company. While other vendors may provide the same or similar
technology, it cannot be certain that the required technology can be obtained on
favorable terms, if at all. If the required technology is unable to be obtained
at a reasonable cost, growth prospects and operating results may be harmed
through impairment of the Company's ability to conduct business or through
increased cost.
Future Government Regulation Of The Internet And Online Auctions May Add To
- ---------------------------------------------------------------------------
Operating Costs
- ---------------
Like many Internet-based businesses, AuctionAnything.com, Inc. operates in an
environment of tremendous uncertainty as to potential government regulation. The
Company believes that it is not currently subject to direct regulation of online
commerce, other than regulations applicable to businesses generally. However,
the Internet has rapidly emerged as a commerce medium, and governmental agencies
have not yet been able to adapt all existing regulations to the Internet
environment. Laws and regulations may be introduced and court decisions reached
that affect the Internet or other online services, covering issues such as user
pricing, user privacy, freedom of expression, access charges, content and
quality of products and services, advertising, intellectual property rights and
information security. In addition, because the Company's services are offered
worldwide and facilitate sales of goods to clients globally, foreign
jurisdictions may claim requirements are needed to comply with their laws. Any
future regulation may have a negative impact on the business by restricting the
method of operation or imposing additional costs. As an Internet company, it is
unclear in which jurisdictions business is actually being conducted. The failure
to qualify to do business in a required jurisdiction could subject the Company
to fines or penalties and could result in the inability to enforce contracts in
that jurisdiction. Numerous jurisdictions have laws and regulations regarding
the conduct of auctions and the liability of auctioneers. The Company does not
believe that these laws and regulations, which were enacted for consumer
protection many years ago, apply to online auction services. However, one or
more jurisdictions may attempt to impose these laws and regulations on the
operations in the future.
The Company May Become Subject To Certain Sales And Other Taxes That Could
- --------------------------------------------------------------------------
Adversely Affect Business
- -------------------------
The imposition of sales, value-added or similar taxes could diminish the
competitiveness and harm the Company's business. IBS clients are large
purchasing organizations that typically manage and pay their own sales and use
taxes. However, sales tax collection obligations may be required in the future.
The Stock Price Is Volatile, Which Could Result In Substantial Losses For
- --------------------------------------------------------------------------
Stockholders
- ------------
The market price for the Company's common stock is highly volatile and subject
to wide fluctuations in response to the risks described above and many other
factors, some of which are beyond control. The market prices for stocks of
Internet companies and other companies whose businesses are heavily dependent on
the Internet have generally proven to be highly volatile, and particularly so in
recent periods.
Substantial Sales Of Common Stock In The Future Could Cause The Stock Price To
Fall
Most of the outstanding shares are currently restricted from resale, but some
may be sold into the market in the near future. Sales of these shares into the
market could cause the market price of the common stock to drop significantly,
even if the business is doing well. The Company is unaware of any pending plans
for previously restricted share sales.
-15-
<PAGE>
Item 2 - Description of Property
Office Space
The Company leases approximately 1061 square feet of office space at 35 West
Pine Street, Suites 211, 226 and 227, Orlando, Florida 32801. Suites 211 and 226
are renting at the current rate of $769.37 per month and Suite 211 rents at the
current rate of $208.98. The lease on Suite 226 and 227 is for two years ending
May 9, 2001 and the lease for Suite 211 expires August 31, 2000, but the lease
is renewable at the Company's option for an additional one year. Currently, the
facility is adequate for the Company's operations.
Other
The Company owns various computer equipment, telecommunications equipment,
furniture and office machinery at its location in Orlando, Florida.
Item 3 - Legal Proceedings
The Company is not involved in any pending legal proceedings.
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has submitted no matters to a vote of security holders during the
fourth quarter of the fiscal year ended January 31, 2000, through the
solicitation of proxies or otherwise.
Part II
Item 5 - Market for Common Equity and Related Stockholders Matters
As of January 31, 2000, the Company had 28,321,946 shares of Common Stock issued
and outstanding with a par value of $0.001 per share. According to the records
of the Company's transfer agent, Olde Monmouth Stock Transfer Co., Inc., a total
of 4,308,813 of those shares were freely tradable over the counter. On March 9,
2000 the Company's stock was temporarily removed from the OTC Bulletin Board for
not completely clearing comments with the SEC with respect to its filed
registration statement on Form 10-SB.
The Common Stock of the Company has been traded on the over-the-counter market
since September 1998, initially under the symbol, LWTN. The stock began trading
under the symbol, UBUY, on March 22, 1999. The high and low bid prices each
fiscal quarter, in fraction and decimal form, since the third quarter of 1998
are as follows:
1998
----------------
High Low
---- ---
3rd Quarter 1998 4/43 (0.093) 4/43 (0.093)
4th Quarter 1998 4/43 (0.093) 4/43 (0.093)
-16-
<PAGE>
1999
----------------
High Low
---- ---
1st Quarter 1999 2-23/32 (2.71875) 4/43 (0.093)
2nd Quarter 1999 3 (3.000) 3/4(0.75)
3rd Quarter 1999 1-11/32 (1.34375) 15/32 (0.46875)
4th Quarter 1999 31/32 (0.96875) 1/8 (0.125)
Note: The Company's fiscal year end is January 31, therefore, the end of the
first quarter is April 30, the end of the second quarter is July 31, and the end
of the third quarter is October 31.
The quotations above reflect inter-dealer prices, without retail markup, mark
down or commission, and may not represent actual transactions.
As of January 31, 2000 the Company had 62 Shareholders on record of its Common
Stock. The Company has not previously paid cash dividends on its Common Stock.
The payment of cash dividends from current earnings is not prohibited by any
agreements to which the Company is a party, but is subject to the discretion of
the Board of Directors and will be dependent upon many factors, including the
Company's earnings, its capital needs and its general financial condition. The
Company currently does not intend to pursue a policy of payment of dividends,
but rather to utilize any excess proceeds to finance the development and
expansion of its business.
Recent Sales of Unregistered Securities
On or about February 18, 1999, the Company concluded a private offering of
securities in reliance upon the exemption from registration requirements
provided by Rule 504, promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). The Company sold one million units to 18 investors at
the offering price of $0.10 per unit, and each unit consisted of one share of
Common Stock, par value $0.001 per share, and one stock purchase warrant. Each
warrant entitled the holder thereof to purchase three additional shares of
Common Stock at a purchase price of $0.30 per share. Consequently, the total
offering price was $100,000, and an additional $900,000 would be received upon
the exercise of all of the warrants. No underwriting discounts or commissions
were paid. The warrants were exercisable by the holder at any time upon the
payment of the exercise price and a transfer agent fee of $25.00, until the
expiration of the warrant May 31, 1999. In addition, the Company could call a
warrant if the Common Stock traded at or above a $5.00 reported closing bid or
trade price for 10 consecutive trading days, upon 15 days' written notice to the
warrant holder of the Company's intention to do so, if the warrant holder shall
not have exercised the warrant prior to the end of such 15-day notice period.
Each investor in the offering executed a subscription agreement in which such
investor represented, among other thing, that he, she or it was an accredited
investor, as such term is defined in the Securities Act. In conducting the
offering, the Company utilized an offering document that disclosed the terms of
the offering and securities offered, as well as information about the Company.
It should be noted that the offering was conducted and concluded by the
Company's previous management prior to the acquisition transaction by which the
current controlling shareholders of the Company obtained control of the Company.
The current controlling shareholders, in connection with the acquisition
transaction, received assurance, in the form of representations and warranties,
that the offering was properly conducted in accordance with the requirements of
Rule 504 and applicable state securities laws.
The exemption under Rule 504 is available to any issuer that is not a reporting
company pursuant to Section 13 or Section 15(d) or the Securities Exchange Act
of 1934, as amended, or not a development stage company that either has no
specific business plan or purpose or has indicated that its business
-17-
<PAGE>
plan is to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person. Rule 504 allows companies to sell up to
$1,000,000 of its securities within a 12-month period in an exempt transaction
to an unlimited number of investors without regard to the investment
sophistication of the investor. In the registration provisions, which require
the delivery of a prospectus before sale, there was no restriction on resale of
the securities by investors. Thus, the Common Stock issued under the Rule 504
exemption was "free-trading" and not restricted under federal law. Rule 504 was
amended effective April 7, 1999, subsequent to the completion of the offering,
and stock sold pursuant to that exemption would now be restricted and not
"free-trading".
Since the closing of the offering and the aforementioned acquisition
transaction, all of the holders of the stock purchase warrants sold during the
offering have exercised such warrants, resulting in the issuance of an
additional three million shares of Common Stock at the warrant exercise price of
$0.30 per share. Most of the shares of Common Stock issued pursuant to the
warrant exercises were issued as "free-trading"; however, 40,000 of such shares
of Common Stock were issued as restricted stock because the warrant holder
exercised his warrant subsequent to April 6, 1999, the effective date of the
amendment of Rule 504.
Item 6 - Management's Discussion and Analysis or Plan of Operations
Important Considerations Related to Forward-Looking Statements
The statements contained in this report that are not historical facts are
forward-looking statements that involve certain risks and uncertainties. These
forward-looking statements include the plans and objectives of management for
future operations relating to the products and future economic performance of
the Company.
The forward-looking statements are based on assumptions that the Company will
continue to market its products and services competitively. The forward- looking
statements are also based upon assumptions that (i) competitive conditions
within the Internet auction business will not change materially or adversely;
(ii) demand for business-to-business and business-to-consumer hosted auction and
E-commerce sites will grow; and (iii) the market will accept the Company's new
products and services. Assumptions relating to the foregoing are difficult or
impossible to predict accurately and many are beyond the control of the Company.
In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.
General
AuctionAnything.com, Inc. (the "Company") operates a variety of internet-related
services. Currently, the Company has three main revenue generating operations,
which are provided collectively by AuctionAnything.com, Inc. and North Orlando
Sports Promotions, Inc. ("NOSP"), a wholly owned subsidiary of
AuctionAnything.com, Inc.: 1) Internet Business Solutions (IBS): a service which
establishes and hosts auction and/or E-commerce web sites for other businesses
and organizations primarily in both the business-to-business and
business-to-consumer markets; 2) Two company owned and maintained
auction/E-commerce web sites (www.SportsAuction.com and
www.AutographAuctions.com) from which the Company sells its own inventory
(collectibles, memorabilia, photos, sports cards, etc.) and allows online
person-to-person "electronic consignment" from which the Company derives
commission fees; and 3) an Internet service provider (ISP) service, known as
Tish.net.
The Company intends to focus its business development efforts on its Internet
Business Solutions (IBS) suite of products and anticipates that its sales of
company owned inventory and Internet service (ISP) will significantly diminish
in the Company's 2000 fiscal year.
The Company's financial position and results of operations are subject to
fluctuations due to a variety of factors. The Company's historical results of
operations are not necessarily indicative of future results.
-18-
<PAGE>
Selected Balance Sheet Items
- ----------------------------
As noted above, the Company raised approximately $925,000 in capital through a
private placement of securities. That transaction had a significant impact on
certain balance sheet accounts and the effects are described below. The
following is a description of the private offering, the subsequent acquisition
transaction with the shareholders of NOSP, and the unrelated prior transaction
between NOSP and The Information SuperHighway Corporation.
On or about February 18, 1999, the Company concluded a private offering of
securities in reliance upon the exemption from registration requirements
provided by Rule 504 of Regulation D, promulgated under the Securities Act of
1933, as amended (the "Securities Act"). The Company sold one million units to
18 investors at the offering price of $0.10 per unit, and each unit consisted of
one share of Common Stock and one stock purchase warrant. Each warrant entitled
the holder thereof to purchase three additional shares of Common Stock at a
purchase price of $0.30 per share. Consequently, the total offering price was
$100,000, and an additional $900,000 would be received upon the exercise of all
of the warrants. No underwriting discounts or commissions were paid. The
warrants were exercisable by the holder at any time upon the payment of the
exercise price and a transfer agent fee of $25.00, until the expiration of the
warrant on May 31, 1999. In addition, the Company could call a warrant under
certain circumstances. The form of the stock purchase warrant issued to the
purchasers thereof is attached hereto as an exhibit.
Each investor in the offering executed a subscription agreement in which such
investor represented, among other things, that he, she or it was an accredited
investor, as such term is defined in the Securities Act. In conducting the
offering, the Company utilized an offering document that disclosed the terms of
the offering and the securities offered, as well as information about the
Company. It should be noted that the offering was conducted and concluded by the
Company's previous management prior to the acquisition transaction by which the
current controlling shareholders of the Company obtained control of the Company.
The current controlling shareholders, in connection with the acquisition
transaction, received assurances, in the form of representations and warranties,
that the offering was properly conducted in accordance with the requirements of
Rule 504 and applicable state securities laws.
As stated above, the Company's offering of securities included the sale of one
million warrants, each of which could be exercised to purchase three shares of
the Company's Common Stock at $0.30 per share. The first warrant exercise
occurred on or about March 23, 1999, and the final warrant exercise occurred on
or about April 20, 1999. All three million shares of Common Stock subject to the
warrants were sold, resulting in additional gross proceeds to the Company of
$900,000. Of the three million shares of Common Stock issued by the Company
pursuant to the warrant exercises, 2,960,000 shares were issued free of resale
restrictions in accordance with Rule 504 as then in effect. Because Rule 504 was
amended effective April 7, 1999, the one warrant exercise that occurred
subsequent to April 6, 1999, pursuant to which the warrant holder purchased
40,000 shares of Common Stock, resulted in the issuance of restricted Common
Stock to that purchaser.
The Company's offering of securities under Rule 504 was undertaken in order to
raise capital for the Company's operations. The Company has used the $900,000 in
gross proceeds from warrant exercises for working capital and general corporate
purposes, including, but not limited to, the hiring of additional workers,
payment of significant legal, accounting and insurance professional fees,
advertising and marketing, additional equipment and supplies, rent, telephone
and data line expenses and other miscellaneous expenses.
On March 10, 1999, the Company closed a transaction by which it acquired 100% of
the outstanding capital stock of North Orlando Sports Promotions, Inc., a
privately held Florida corporation ("NOSP"), from the shareholders of NOSP. As
consideration for that acquisition, the Company issued 24,003,133 shares of its
Common Stock, which amounted to approximately 85% of the Company's outstanding
Common Stock, to the three former shareholders of NOSP. In connection with the
transaction, the Company adopted the name, "AuctionAnything.com, Inc.," in order
to reflect more accurately its new core business.
-19-
<PAGE>
Also, concurrently with the execution of the acquisition agreement pursuant to
which the Company acquired NOSP, the Company sold most of its assets to its
major shareholder, director and president, Joel E. Cavalier, in exchange for his
assignment to the Company of 747,116 shares of Common Stock and his assumption
of all of the Company's liabilities. Consequently, as of the closing of the
acquisition transaction with the shareholders of NOSP, the Company had assets of
$25,000 in cash, no liabilities, and outstanding warrants that, if exercised,
would result in an additional $900,000 of capital to the Company. At the Closing
of the acquisition transaction, the Company's directors and officers resigned,
and the Company elected a new management team consisting of the three former
shareholders of NOSP, who are experienced in providing Internet auctions.
On February 18, 1999, prior to the acquisition transaction by which the Company
acquired North Orlando Sports Promotions, Inc., NOSP closed a transaction by
which it acquired substantially all of the assets, and assumed certain
liabilities, of The Information SuperHighway Corporation, a Florida corporation
("TISH"), in exchange for 208 1/3 shares of the common stock of NOSP. TISH was
wholly owned by Martin M. Meads, who also served as the President and as a
director of TISH, and Mr. Meads became the beneficial owner, by distribution
from TISH, of the shares of stock in NOSP received by TISH in that transaction.
The combination of the operations of NOSP and TISH was contemplated by the
shareholders of NOSP and Mr. Meads for many months prior to the closing of the
transaction, and that transaction was independent of the subsequent transaction
by which the shareholders of NOSP, including Mr. Meads, acquired control of the
Company. In that subsequent acquisition transaction, Mr. Meads' 208 1/3 shares
of stock in NOSP were acquired by the Company for 7,059,745 shares of the
Company's Common Stock.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents decreased from $3,506 at December 31, 1998 to $2,804
at January 31, 1999. This change resulted primarily from an increase in expenses
during the month of January 1999. Cash and cash equivalents increased from
$2,804 at January 31, 1999 to $144,011 at January 31, 2000. This increase
resulted primarily from the cash generated in the Company's private placement of
securities, which is described above.
Accounts Receivable
- -------------------
Accounts receivable decreased from $1,983 at December 31, 1998 to $0 at January
31, 1999. This decrease was due to the Company taking a write off, as this
amount was uncollectible. Accounts receivable increased from $0 at January 31,
1999 to $6,288 at January 31, 2000. This increase resulted from increased sales
volumes.
Inventory
- ---------
Inventory increased from $39,886 at December 31, 1998 to $44,002 at January 31,
1999. This change resulted principally from additional purchases of sports and
celebrity memorabilia for auction during this period. Inventory increased from
$44,002 at January 31, 1999 to $58,077 at January 31, 2000. This increase
resulted from inventory purchases made throughout 1999 to sustain sales.
Other Assets
- ------------
Other assets increased from $0 at December 31, 1998 and January 31, 1999, to
$18,041 at January 31, 2000. This change resulted principally from prepaid
expenses entered as a result of the additional financial burdens placed on the
Company as a consequence of its public status.
Prepaid expenses are summarized as follows:
Prepaid Insurance $18,003
Other Prepaid Expenses $ 38
-20-
<PAGE>
Due from Related Parties
- ------------------------
Due from related parties decreased from $6,988 at December 31, 1998 to $253 at
January 31, 1999. This decrease resulted primarily due to the Company forgiving
the receivable and incurring a corresponding charge to salaries and employee
benefits during this period. Due from related parties increased from $253 at
January 31, 1999 to $3,487 at January 31, 2000. This increase resulted from
additional expenses incurred by Company officers.
Equipment
- ---------
Equipment decreased from $8,082 at December 31, 1998 to $7,681 at January 31,
1999. This change resulted from depreciation recorded during January 1999.
Equipment increased from $7,681 at January 31, 1999 to $78,467 at January 31,
2000. The change resulted primarily from the capitalization of software, and
also to the acquisition of computer equipment, and the acquisition of Tish.net
previously described.
Goodwill
- --------
Goodwill increased from $0 at December 31, 1998 and January 31, 1999 to $139,931
at January 31, 2000 due to the TISH acquisition in 1999. Total goodwill of
$201,500 was generated and the Company amortized $61,569 during the year ended
January 31, 2000. The Company is amortizing goodwill over three-years on a
straight-line basis.
Accounts Payable and Accrued Expenses
- -------------------------------------
Accounts payable and accrued expenses decreased from $20,733 at December 31,
1998 to $14,230 at January 31, 1999. This decrease resulted primarily from
payments made throughout the month of January. Accounts payable and accrued
expenses increased from $14,230 at January 31, 1999 to $31,153 at January 31,
2000. This change resulted primarily due to increased payroll expenses as a
result of the increased number of employees of the Company and the growth of
other overhead costs.
Unearned Revenue
- ----------------
Unearned revenue increased from $0 at December 31, 1998 and January 31, 1999 to
$3,000 at January 31, 2000. This increase was due to IBS client deposits
collected yet not recognized as revenue as of January 31, 2000.
Due to Related Parties
- ----------------------
Due to related parties decreased from $34,304 at December 31, 1998 and January
31, 1999 to $0 at January 31, 2000. This change resulted from payment of the
outstanding loans by the Company during 1999.
Common Stock and Additional Paid-In Capital
- -------------------------------------------
Common stock and additional paid-in capital increased from $500 and $72,500
respectively at December 31, 1998 and January 31, 1999 to $28,239 and $1,181,553
respectively at January 31, 2000. This change resulted principally from the
private placement of securities in February, March and April 1999 and the TISH
acquisition, mentioned above.
Results of Operations Fiscal Year ended January 31, 2000 to Year Ended December
31, 1998
-21-
<PAGE>
Auction Sales
- -------------
Auction sales increased from $399,392 during the year ended December 31, 1998 to
$519,033 during the fiscal year ended January 31, 2000. This increase resulted
principally from increased volume of transactions caused by increased visitation
to the Company's Internet site by potential customers.
Internet Service Revenue
- -------------------------
Internet service revenue increased from $0 for the year ended December 31, 1998
to $71,754 during the fiscal year ended January 31, 2000. This increase resulted
from the 1999 acquisition of Tish.net, previously described.
Internet Business Solutions
- ---------------------------
Internet business solutions revenue increased from $0 for the year ended
December 31, 1998 to $8,685 for the fiscal year ended January 31, 2000. This
increase resulted primarily from the introduction of the Internet Business
Solution portion of the business in 1999.
Commission Income
- -----------------
Commission income decreased from $10,031 for the year ended December 31, 1998 to
$4,015 for the fiscal year ended January 31, 2000. This decrease resulted
primarily because the Company discontinued consignment sales in July 1999.
Cost of Sales and Cost of Internet Connections
- ----------------------------------------------
Cost of sales increased from $290,511 during the year ended December 31, 1998 to
$514,268 during the fiscal year ended January 31, 2000. This increase resulted
from increased sales and inventory purchases volume in 1999 over 1998 and the
addition of TISH.net Internet service clients in 1999, which necessitated the
addition of communication lines. Cost of goods sold as a percentage of auction
sales and internet service revenue increased from 72% during the year ended
December 31, 1998 to 87% during the fiscal year ended January 31, 2000. This
increase is due to the increase of items offered for sale, which diluted the
bidding process and reduced margins during the period.
Operating Expenses
- ------------------
Operating expenses increased from $125,934 for the year ended December 31, 1998
to $745,544 for the fiscal year ended January 31, 2000. This increase resulted
principally from the increase in salaries and employee benefits from $55,068 in
1998 to $410,743 in the fiscal year ended January 31, 2000. As of December 31,
1998 the company had four employees. As of January 31, 2000, the number of
employees had increased to eleven. In addition, the salary paid to the officers
increased during the year ended January 31, 2000 to compensate for the
additional burdens of running a public company. Professional fees increased from
$4,167 for the year ended December 31, 1998 to $120,345 for the fiscal year
ended January 31, 2000. Advertising fees increased from $1,058 for the year
ended December 31, 1998 to $75,647 for the fiscal year ended January 31, 2000
and Insurance expense increased from $1,984 for the year ended December 31, 1998
to $37,566 for the fiscal year ended January 31, 2000. All of these increases
are due to the growth and public status of the Company.
Other Income
- ------------
Other income increased from $0 at the year ended December 31, 1998 to $12,856
for the fiscal year end January 31, 2000. This increase was the result of
Company funds deposited in interest bearing checking accounts.
Depreciation and Amortization Expense
- -------------------------------------
Depreciation expense increased from $7,067 for the year ended December 31, 1998
to $22,350 for the fiscal year ended January 31, 2000. This increase resulted
principally due to the increase in depreciable
-22-
<PAGE>
assets. Amortization expense increased from $0 in December 31, 1998 to $61,569
for the fiscal year ended January 31, 2000 due to the NOSP acquisition of TISH
in 1999.
Interest
- --------
Interest expense decreased from $3,167 for the year ended December 31, 1998 to
$1,461 for the fiscal year ended January 31, 2000. This decrease resulted
principally due to the payment in March 1999 of the amount due to related
parties, which bore interest.
Risks Associated with the Year 2000
- -----------------------------------
As of the date of filing, the Company has not realized any adverse effects from
the Year 2000 roll over.
-23-
<PAGE>
Item 7 - Financial Statements
See Pages F-1 through F-11
Item 8 - Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 9 - Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The following presents directors, executive officers, promoters and control
persons of the Company as of January 31, 2000
Name Age Title Term of Office
- --------------------------------------------------------------------------------
Martin M. Meads 38 Chief Executive Officer Indefinite
Treasurer Indefinite
Director 1 Year
Raymond J. Hotaling III 33 President Indefinite
Secretary Indefinite
Director 1 Year
Dennis A. Kurir 53 Chief Executive Officer Emeritus Indefinite
Director 1 Year
Martin M. Meads is the Company's Chief Executive Officer and Treasurer and is a
Director of the Company. Mr. Meads also serves as the Vice President and
Treasurer of NOSP, a position he has held since February 18, 1999. Prior to
March 1999, Mr. Meads served as the President of The Information SuperHighway
Corporation ("TISH"), an Orlando, Florida based Internet Service Provider (ISP)
since June 1995. Mr. Meads was a senior systems engineer at Coleman Research
Corporation between September 1992, and April 1996. Mr. Meads holds B.S. and
M.S. degrees in electrical engineering from Michigan Technological University
and also holds a M.S. degree in electro-optics from the University of Central
Florida.
Raymond J. Hotaling III has been President, Secretary and Director of the
Company since March 10, 1999. He also serves as the President and Secretary of
the Company's wholly-owned subsidiary, North Orlando Sports Promotions, Inc. Mr.
Hotaling has been the President of NOSP since its incorporation in 1995, and he
has been responsible for its day- to-day operations, including the design,
development and marketing of the corporate web site and Internet auction system,
as well as daily accounting functions. From 1993 to 1995, Mr. Hotaling was a
materials engineer with Matrix Composites, Inc. He also served as Flight Crew
Systems Engineer with Lockheed Space Operations Company from 1990 to 1993. Mr.
Hotaling attended the State University of New York at Binghamton from 1984 to
1986 and graduated from the Florida Institute of Technology in 1989 with a B.S.
in mechanical engineering.
Dennis A. Kurir is the Company's Chief Executive Officer Emeritus and is a
Director of the Company. He previously served as the Company's Chief Executive
Officer until February 9, 2000. He also serves as the Chief Executive Officer of
NOSP, a position that he has held since 1995. From 1994 to 1995, Mr. Kurir
served as the Orlando Print Show Manager, the North Florida Vice President of
Operations and then the Membership Director of the Printing Association of
Florida. Mr. Kurir graduated from Michigan Technological University in 1967 with
a B.S. in biological
-24-
<PAGE>
sciences. In 1971, after service in the United States Army during the Vietnam
War, he earned his M.B.A. from Michigan Technological University.
As of January 31, 2000, there were no family relationships among the directors
and executive officers. Further, to the knowledge of Management, no director,
executive officer, promoter or control person has been involved in any legal
proceedings during the past five years that are material to an evaluation of the
ability or integrity of such director, person nominated to become a director,
executive officer, promoter or control person of the Company. None of the
individuals listed in this Item 9 has had a bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of such bankruptcy, if any, or within two years prior
to that time. No director, executive officer, promoter or control person was or
has been convicted in a criminal proceeding or is subject to a pending criminal
proceeding or subject to any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, borrowing, or otherwise limiting his or
her involvement in any type of business, securities or banking activities. No
director, executive officer, promoter or control person has been found by a
court of competent jurisdiction in a civil action to have violated federal or
state securities or commodities laws.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Due to the effectiveness of the Company's registration statement on Form 10-SB
by operation of law on December 27, 1999, Raymond J. Hotaling III, Dennis A.
Kurir, and Martin M. Meads were each required to file Initial Statements of
Beneficial Ownership of Securities on Form 3 and had not done so by January 31,
2000.
-25-
<PAGE>
Item 10 - Executive Compensation
The following table sets forth the compensation paid during the last fiscal year
to the officers of the Company. Due to the change of control of the Company that
occurred on March 10, 1999, the information provided below reflects compensation
paid after this date through the end of the fiscal year January 31, 2000. All of
the current executive officers of the Company have served since March 10, 1999.
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation
----------------------------------------------------------------------------------------------------
Award Payouts
----------------------------------------------------------------------------------------------------
Securities
Restricted underlying LTIP ALL
Stock options/ Payouts Other
Name & Principle Position (a) Year (b) Salary (c) Bonus (d) Total Awards (f) SARs (#) (g) ($)(h) Compensation (i)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Martin M. Meads, CEO 99 64,163 - 64,163 - 0 - - 0 - - 0 - - 0 -
- ------------------------------------------------------------------------------------------------------------------------------------
Raymond J. Hotaling, President 99 70,000 1,000 71,000 - 0 - - 0 - - 0 - - 0 -
- ------------------------------------------------------------------------------------------------------------------------------------
Dennis A. Kurir, CEO Emeritus 99 70,701 - 70,701 - 0 - - 0 - - 0 - - 0 -
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-26-
<PAGE>
Employment Contracts
As of January 31, 2000 there are no existing employment contracts.
Item 11 - Security Ownership of Certain Beneficial Owners and Management
(a) The following individuals hold five percent (5%) or more of the
outstanding voting stock of the Company. No other individual or any
group is known to the Company to be the beneficial owner of more that
five percent (5%) of any class of the Company's voting securities.
<TABLE>
<CAPTION>
Title of Class Name and Address Amount and Nature % of
of Beneficial Owner of Beneficial Owner Class
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Raymond J. Hotaling
Common Stock 35 West Pine St. Ste. 227 8,471,694 owned directly 29.9%
Orlando, FL 32801
Dennis A. Kurir
Common Stock 35 West Pine St. Ste. 227 8,471,694 owned directly 29.9%
Orlando, FL 32801
Martin M. Meads
Common Stock 35 West Pine St. Ste.227 7,059,745 owned directly 24.9%
Orlando, FL 32801
</TABLE>
(b) As of January 31, 2000 all management shareholders of record are shown
above in (a). The number of shares of Common Stock owned by all
officers and directors as a group is 24,003,133 shares, or 84.75% of
the outstanding shares of Common Stock.
(c) Management knows of no arrangements that may result in a change of
control of the Company.
Item 12 - Certain Relationships and Related Transactions
On February 18, 1999, prior to the acquisition transaction by which the Company
acquired North Orlando Sports Promotions, Inc., NOSP acquired substantially all
of the assets, and assumed certain liabilities of, The Information SuperHighway
Corporation ("TISH"), a Florida corporation, in exchange for 208 1/3 shares of
the common stock of NOSP. TISH was wholly owned by Martin M. Meads, who also
served as the President and as a Director of TISH, and Mr. Meads was ultimately
beneficial owner of the shares of stock in NOSP received by TISH in that
transaction. Subsequent to that transaction, Mr. Meads became the Vice President
and Treasurer of NOSP, and he now also serves as the CEO, Treasurer and a
Director of the Company, positions he has held subsequent to the Company's
acquisition of NOSP on March 10, 1999. In that acquisition transaction, Mr.
Meads' 208 1/3 shares of stock in NOSP were acquired by the Company for
7,059,745 shares of the Company's Common Stock.
-27-
<PAGE>
Item 13 - Exhibits and Reports on Form 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as exhibits to
previous filings with the Commission and are incorporated herein by this
reference:
Exhibit No. Exhibit
---------- -------
3.1 Certificate of Incorporation of the Company
and all Amendments thereto (filed as Exhibit
2.1 to registration statement on Form 10-SB
on October 28, 1999, and incorporated herein
by reference)
3.2 Bylaws of the Company (filed as Exhibit 2.2
to registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
4.1 Article Fourth of the Certificate of
Incorporation of the Company, as amended
(filed as part of Exhibit 2.1 to
registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
4.2 Articles II, V and VI of the Bylaws of the
Company (filed as part of Exhibit 2.1 to
registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
10.1 Office Lease dated May 10, 1999, between the
Company and Tradewinds Office Building
(filed as Exhibit 6.1 to registration
statement on Form 10-SB on October 28, 1999,
and incorporated herein by reference)
10.2 Acquisition Agreement dated February 18,
1999, among the Company, North Orlando
Sports Promotions, Inc., and the
Shareholders of North Orlando Sports
Promotions, Inc. (filed as Exhibit 6.2 to
registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
10.3 Asset Purchase Agreement dated February 18,
1999, between North Orlando Sports
Promotions, Inc., and The Information
SuperHighway Corporation (filed as Exhibit
6.3 to registration statement on Form 10-SB
on October 28, 1999, and incorporated herein
by reference)
10.4 Form of Stock Purchase Warrant dated March
17, 1999 (filed as Exhibit 6.4 to
registration statement on Form 10-SB/A on
January 18, 2000, and incorporated herein by
reference)
11 Statement re: computation of per share
earnings (included in financial statements
in Part II, Item 7, hereof)
21 Subsidiaries of the registrant (filed
herewith)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
The Company filed NO reports on Form 8-K during the last quarter of the fiscal
year ENDED January 31, 2000.
-28-
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AUCTIONANYTHING.COM, INC.
By: /s/ Martin M. Meads
-------------------------------
Martin M. Meads, CEO
Date: April 28, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Martin M.Meads Chief Executive Officer, April 28, 2000
- ------------------------------ Treasurer & Director
Martin M. Meads
/s/ Raymond J. Hotaling III President, Secretary April 28, 2000
- ------------------------------ & Director
Raymond J. Hotaling III
/s/ Dennis A. Kurir CEO Emeritus April 28, 2000
- ------------------------------ & Director
Dennis A. Kurir
-29-
<PAGE>
AUCTIONANYTHING.COM, INC.
Financial Statements
January 31, 2000, January 31, 1999
And December 31, 1998
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
To The Shareholders
AuctionAnything.com, Inc. and subsidiary:
We have audited the accompanying consolidated balance sheets of
AuctionAnything.com, Inc. and subsidiary as of January 31, 2000, January 31,
1999 and December 31, 1998 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended January 31,
2000, for the one month ended January 31, 1999 and for the year ended December
31, 1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AuctionAnything.com,
Inc. and subsidiary as of January 31, 2000, January 31, 1999 and December 31,
1998 and the results of its operations and its cash flows for the year ended
January 31, 2000, for the one month ended January 31, 1999 and for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles.
/S/ KPMG LLP
- -----------------------
March 17, 2000
Orlando, FL
F-1
<PAGE>
AUCTIONANYTHING.COM, INC. AND SUBSIDIARY
Consolidated Balance Sheets
January 31, 2000, January 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
January 31, January 31, December 31,
2000 1999 1998
-------------- ------------- --------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 144,011 2,804 3,506
Accounts receivable 6,288 -- 1,983
Inventory 58,077 44,002 39,886
Other assets 18,041 -- --
Due from related parties 3,487 253 6,988
-------------- ---------- ----------
Total current assets 229,904 47,059 52,363
Equipment, less accumulated depreciation of $38,877
in 2000, $16,526 in 1999 and $16,124 in 1998 78,467 7,681 8,082
Goodwill, net 139,931 -- --
-------------- ---------- ----------
$ 448,302 54,740 60,445
============== ========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 31,153 14,230 20,733
Unearned revenue 3,000 -- --
Due to related party -- 34,304 34,304
-------------- ---------- ----------
Total current liabilities 34,153 48,534 55,037
Stockholders' equity:
Common stock, par value $.001; 50,000,000 shares
authorized, 28,238,980 issued and outstanding
at January 31, 2000, and par value $1; 500 shares
authorized, issued and outstanding at
January 31, 1999 and December 31, 1998 28,239 500 500
Additional paid-in capital 1,181,553 72,500 72,500
Accumulated deficit (795,643) (66,794) (67,592)
-------------- ---------- ----------
Total stockholders' equity 414,149 6,206 5,408
-------------- ---------- ----------
$ 448,302 54,740 60,445
============== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
AUCTIONANYTHING.COM, INC. AND SUBSIDIARY
Consolidated Statements of Operations
Year ended January 31, 2000, one month ended January 31, 1999
and year ended December 31, 1998
<TABLE>
<CAPTION>
One month
Year ended ended Year ended
January 31, January 31, December 31,
2000 1999 1998
------------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Auction sales $ 519,033 52,391 399,392
Internet service revenue 71,754 -- --
Internet business solutions 8,685 -- --
Commission income 4,015 1,018 10,031
------------- ----------- -----------
603,487 53,409 409,423
Cost of sales 514,268 31,418 290,511
------------- ----------- -----------
Gross profit 89,219 21,991 118,912
------------- ----------- -----------
Operating expenses:
Salaries and employee benefits 410,743 15,730 55,068
Professional fees 120,345 -- 4,167
Other selling, general and administrative 101,243 4,934 63,657
Advertising 75,647 -- 1,058
Insurance 37,566 128 1,984
------------- ----------- -----------
Total operating expenses 745,544 20,792 125,934
------------- ----------- -----------
Operating income (loss) (656,325) 1,199 (7,022)
Other income (expense) 12,856 -- --
Depreciation and amortization expense (83,919) (401) (7,067)
Interest expense (1,461) -- (3,167)
------------- ----------- -----------
Net income (loss) $ (728,849) 798 (17,256)
============= =========== ===========
Weighted average shares outstanding 27,537,863 16,943,388 16,943,388
============= =========== ===========
Income (loss) per share $ (0.026) 0.000 (0.001)
============= =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
AUCTIONANYTHING.COM, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
Year ended January 31, 2000 and one month ended January 31, 1999
and year ended December 31, 1998
<TABLE>
<CAPTION>
Retained
Additional earnings Total
Common paid-in (accumulated stockholders'
stock capital deficit) equity
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balances at December 31, 1997 $ 500 59,500 (50,336) 9,664
Net loss -- -- (17,256) (17,256)
Capital contribution (note 2) -- 13,000 -- 13,000
--------- ----------- ----------- -----------
Balances at December 31, 1998 500 72,500 (67,592) 5,408
Net income -- -- 798 798
--------- ----------- ----------- -----------
Balances at January 31, 1999 500 72,500 (66,794) 6,206
Capital contribution acquisition 27,739 1,109,053 -- 1,136,792
Net loss -- -- (728,849) (728,849)
--------- ----------- ----------- -----------
Balances at January 31, 2000 $ 28,239 1,181,553 (795,643) 414,149
========= =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
AUCTIONANYTHING.COM, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Year ended January 31, 2000, one month ended January 31, 1999
and year ended December 31, 1998
<TABLE>
<CAPTION>
One month
Year ended ended Year ended
January 31, January 31, December 31,
2000 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows used in operating activities:
Net income (loss) $ (728,849) 798 (17,256)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 83,919 401 7,067
Fair value of services contributed by stockholders -- -- 13,000
Cash provided by (used in) changes in assets
and liabilities:
Accounts receivable (6,288) 1,983 2,340
Inventory (14,075) (4,116) (16,899)
Other assets (18,041) -- 6,652
Accounts payable and accrued expenses 16,923 (6,503) --
Unearned revenue 3,000 -- --
Due to/from related parties (3,234) 6,735 --
------------- ------------- -------------
Net cash used in operating activities (666,645) (702) (5,096)
------------- ------------- -------------
Cash flows used in investing activities:
Capital expenditures (93,136) -- (3,699)
------------- ------------- -------------
Net cash used in investing activities (93,136) -- (3,699)
------------- ------------- -------------
Cash flows from financing activities:
Advances to related parties -- -- (6,562)
Proceeds from issuance of notes payable to related parties -- -- 45,500
Proceeds from issuance of notes payable -- -- 20,000
Principal payments on notes payable (20,000)
Principal payments on notes payable to related parties (34,304) -- (28,234)
Proceeds from issuance of common stock 935,292 -- --
------------- ------------- -------------
Net cash provided by financing activities 900,988 -- 10,704
------------- ------------- -------------
Net increase in cash and cash equivalents 141,207 (702) 1,909
Cash and cash equivalents at beginning of period 2,804 3,506 1,597
------------- ------------- -------------
Cash and cash equivalents at end of period $ 144,011 2,804 3,506
============= ============= =============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,720 -- 2,097
============= ============= =============
Supplemental disclosure of non-cash investing and
financing activities:
Goodwill generated from stock issued in TISH acquisition $ 201,500 -- --
============= ============= =============
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
AUCTIONANYTHING.COM, INC.
Financial Statements
January 31, 2000, January 31, 1999 and December 31, 1998
(1) Summary of Significant Accounting Policies
(a) Description of Business
AuctionAnything.com, Inc. (the "Company") operates a variety of
internet-related services. Currently, the Company has three main
revenue generating operations, which are provided collectively by
AuctionAnything.com, Inc. and North Orlando Sports Promotions,
Inc. ("NOSP"), a wholly owned subsidiary of AuctionAnything.com,
Inc.: 1) Internet Business Solutions ("IBS"): a service which
establishes and hosts auction and/or E-commerce web sites for
other businesses and organizations primarily in both the
business-to-business and business-to-consumer markets; 2) Two
company owned and maintained auction/E-commerce web sites
(www.SportsAuction.com and www.AutographAuctions.com) from which
the Company sells its own inventory (collectibles, memorabilia,
photos, sports cards, etc.) and allows online person-to-person
"electronic consignment" from which the Company derives commission
fees; and 3) an Internet service provider ("ISP") service, known
as Tish.net.
The Company purchased the net assets of The Information
Superhighway Corporation ("TISH") on February 18, 1999 (see note
4). The accompanying Statements of Operations include the
operations of TISH from February 19, 1999 through January 1, 2000.
(b) Principles of Consolidation
The consolidated financial statements as of and for the year ended
January 31, 2000 include the accounts of the Company and NOSP. The
Company acquired 100% of the stock of NOSP in the Reverse Merger
described in note 4. All significant intercompany balances and
transactions have been eliminated in consolidation.
(c) Cash and Cash Equivalents
The Company considers cash and short-term highly liquid
investments with original maturities of three months or less to be
cash equivalents.
(d) Inventories
Inventories are stated at the lower of cost or market. Cost is
determined principally on the specific identification method.
Provisions for potentially obsolete or slow-moving inventory is
made based on management's analysis of inventory levels.
Consignment inventory is not recorded as inventory by the Company
and is not placed in an auction until the merchandise is received.
If a consignment item does not sell in an auction, the Company
requests that the consignor lower the minimum bid or withdraw the
item from the auction.
F-6
<PAGE>
AUCTIONANYTHING.COM, INC.
Financial Statements
January 31, 2000, January 31, 1999 and December 31, 1998
(e) Equipment
Equipment is stated at cost less accumulated depreciation.
Depreciation of equipment is computed using the straight-line
method over its estimated useful life of 3 years. Depreciation
expense was $22,350 for the year ended January 31, 2000 and $401
for the one-month period ending January 31, 1999 and $7,067 for
the year ended December 31, 1998.
(f) Income Taxes
The Company was considered an S-corporation for federal income tax
purposes through March 9, 1999. As such, the Company was not
subject to federal income taxes directly; income or loss of the
Company were passed through to the individual stockholders. As
such, effective March 10, 1999, the Company became a C-corporation
for federal income tax purposes.
The Company files consolidated income tax returns. The Company's
policy is to apply inter-corporate tax allocations using the
"separate return method." All amounts due from subsidiaries as
calculated under the "separate return method" have been eliminated
as part of the consolidation process
Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.
(g) Revenue Recognition
The Company sells merchandise to customers under one of two types
of sales transactions. The Company either purchases merchandise
and sells it to customers or sells merchandise to customers under
consignment arrangements and earns a commission.
Revenue from sales of purchased merchandise is recognized and
title passes when the Company receives verification of the credit
card transaction or verification of the check clearing and the
related merchandise is shipped.
Commission income from consignment sales is calculated as a
percentage of the final sales value at the close of the auction
and recognized when the Company receives verification of the
credit card transaction or verification of the check. Commission
is paid to the consignor after the merchandise has been shipped.
F-7
<PAGE>
AUCTIONANYTHING.COM, INC.
Financial Statements
January 31, 2000, January 31, 1999 and December 31, 1998
The Company earns revenues for IBS services as a percentage of all
successful sales. These revenues are recognized when the Company
receives verification of a successful sale.
Internet service revenue is recognized on a pro rata basis over
the term of the contract.
(h) Earnings per Share
The Company computes earnings per share in accordance with
Statement of Accounting Standards number 128, "Earnings per Share"
("SFAS No. 128"). Under the provisions of SFAS No. 128, basic
earnings per share is computed by dividing the net income (loss)
for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is
computed by dividing the net income (loss) for the period by the
weighted average number of common and potentially dilutive common
shares outstanding during the period. Potentially dilutive common
shares consist of the common shares issuable upon the exercise of
stock options and warrants (using the treasury stock method) and
upon the conversion of convertible preferred stock (using the
if-converted method). Potentially dilutive common shares are
excluded form the calculation if their effect is antidilutive. The
Company did not have any potentially dilutive common shares for
the year ended January 31, 2000, the one month ended January 31,
1999 or the year ended December 31, 1998.
(i) Merchandise Return Policy
The Company guarantees all items to be authentic, including
consignment items. Any item may be returned within seven days for
a full refund provided that the item has not been altered.
(j) Use of Estimates
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities
and the disclosure of contingent assets and liabilities to prepare
these consolidated financial statements in conformity with
generally accepted accounting principles. Actual results could
differ from those estimates.
(k) Reclassifications
Certain amounts in the January 31, 1999 and December 31 1998
consolidated financial statements have been reclassified to
conform with the January 31, 2000 presentation.
(2) Related Party Transactions
From January 1, 1998 through March 31, 1998 the Company's officers and
stockholders (the "Officers") provided administrative, purchasing and
engineering services to the Company without compensation. Also during 1998, the
Company did not incur rental expense as its operations were conducted from the
personal
F-8
<PAGE>
AUCTIONANYTHING.COM, INC.
Financial Statements
January 31, 2000, January 31, 1999 and December 31, 1998
residence of one of the Company's Officers. For the year ended December 31, 1998
the Company has included a charge to operations amounting to $13,000 for those
services with a corresponding capital contribution by the Officers.
During the year ended December 31, 1998, the Company paid certain expenses in
the amount of $6,989 on behalf of the Officers. The Company forgave the $6,989
receivable during the period ended January 31, 1999 and incurred a corresponding
charge to salaries and employee benefits during the period.
During the year ended January 31, 2000, the Officers auctioned collectible
merchandise through the Company as consignors and did not pay the Company a
commission for this service. The Officers sold merchandise for $709 for which
the Company would typically earn $109 in commission.
Notes payable bearing interest of 14% with a balance of $34,304 were paid in
full to related parties on March 31, 1999.
(3) Year 2000 (Unaudited)
The Company is dependent on computer systems and system applications for
conducting its ongoing business functions. In 1998, the Company began its
process of identifying, evaluating and implementing changes to computer programs
necessary to address the year 2000 issue. This issue involves the ability of
computer systems that have time sensitive programs to recognize properly the
year 2000. The inability to do so could result in failures or miscalculations,
which could disrupt the Company's ability to meet its customer and other
obligations on a timely basis.
In addition, the Company is developing contingency plans to address perceived
risks associated with the Year 2000 effort. These include business resumption
plans to address the possibility of internal systems failures and the
possibility of failure of systems or processes outside the Company's control.
As of January 31, 2000, the Company has not experienced any Year 2000 related
problems.
4) Acquisitions
On March 10, 1999, the Company closed a transaction (the "Reverse Merger") by
which it acquired 100% of the outstanding capital stock of NOSP, a privately
held Florida Corporation, from the shareholders of NOSP. As consideration for
this acquisition, the Company issued 24,003,133 shares of its common stock,
$.001 par value (the "Common Stock"), which amounted to approximately 85% of the
Company's outstanding Common Stock, to the three former shareholders of NOSP.
Also, prior to the closing of the transaction, the Company sold substantially
all of its pre-acquisition assets to its majority pre-acquisition shareholder in
exchange for his assignment to the Company of 747,116 shares of Common Stock and
his assumption of all of the Company's pre-acquisition liabilities.
F-9
<PAGE>
AUCTIONANYTHING.COM, INC.
Financial Statements
January 31, 2000, January 31, 1999 and December 31, 1998
The Company has elected to adopt the fiscal year of its legal acquirer, the
Lawton-York Corporation. As a consequence, the Company's fiscal year end is
January 31.
Prior to the Reverse Merger, NOSP acquired the net assets of TISH in exchange
for approximately 208 shares of NOSP common stock. These shares were exchanged
for 7,059,745 shares of the Company's Common Stock as part of the Reverse
Merger. The acquisition was accounted for as a purchase. On the date of the
acquisition, the net assets of TISH were approximately $10,000 and goodwill of
approximately $200,000 was recorded. The Company is amortizing this goodwill on
a straight-line basis over a three-year period. The amortization has been
included in the Statement of Operations under the heading of depreciation and
amortization expense. Amortization expense was $61,569 for the year ended
January 31, 2000.
In anticipation of the acquisition, the Company completed a private offering of
1,000,000 units at an offering price of $.10 per unit. Each unit consisted of
one share of common stock and one stock purchase warrant. Each stock purchase
warrant entitled the holder to purchase three shares of common stock of the
Company for $.30 per share. A total of 4,000,000 shares of common stock were
issued and sold by the Company for net proceeds of approximately $925,000. The
proceeds of the offering will be used for working capital and to fund the
Company's expansion plans.
(5) Leases
During the year ended January 31, 2000, the Company entered into an operating
lease for office space. The future minimum lease payments under these
non-cancelable operating leases are as follows:
Operating
Year ending January 31, leases
------------------------------ ------------
2001 $ 11,740
2002 $ 4,890
------------
Total minimum lease payments $ 16,630
============
Rent expense for the year ended January 31, 2000 amounted to $8,958.
(6) Income Taxes
The following is a reconciliation between expected income tax benefit and actual
using the applicable statutory federal income tax rate for the period ended
January 31, 2000.
Expected tax benefit $ (247,800)
Change in Valuation Allowance 249,900
Goodwill amortization 20,900
State benefit (24,100)
Other 1,100
-------------
$ --
=============
F-10
<PAGE>
AUCTIONANYTHING.COM, INC.
Financial Statements
January 31, 2000, January 31, 1999 and December 31, 1998
The tax effect of temporary differences that give rise to the deferred tax
assets as of January 31, 2000 are as follows:
Deferred tax asset:
Net operating loss carryforward $ 249,900
Less allowance (249,900)
--------------
$ --
==============
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
asset will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
projected future taxable income and tax planning strategies, as well as
carryback opportunities, in making these assessments. Based upon the level of
historical taxable income and projections for future taxable income over the
periods in which deferred tax assets are deductible, management believes it is
more likely than not that the Company will not realize the benefits of these
deductible differences. The benefit of the net operating loss carryforward might
be limited due to changes in ownership as defined in the Internal Revenue Code
and Regulations thereunder.
(7) Liquidity
Since inception, the Company's operating and investing activities have used more
cash than they have generated. Because of the continued need for substantial
amounts of working capital to fund the growth of the business, the Company
expects to continue to experience significant negative operating and investing
cash flows for the foreseeable future. The Company may need to raise additional
capital in the future to meet the operating and investing cash requirements. The
Company may not be able to find additional financing, if required, on favorable
terms or at all. If additional funds are raised through the issuance of equity,
equity-related or debt securities, these securities may have rights, preferences
or privileges senior to those of the rights of the common stock, and the
stockholders may experience additional dilution to their equity ownership.
F-11
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
---------- -------
3.1 Certificate of Incorporation of the Company
and all Amendments thereto (filed as Exhibit
2.1 to registration statement on Form 10-SB
on October 28, 1999, and incorporated herein
by reference)
3.2 Bylaws of the Company (filed as Exhibit 2.2
to registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
4.1 Article Fourth of the Certificate of
Incorporation of the Company, as amended
(filed as part of Exhibit 2.1 to
registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
4.2 Articles II, V and VI of the Bylaws of the
Company (filed as part of Exhibit 2.1 to
registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
10.1 Office Lease dated May 10, 1999, between the
Company and Tradewinds Office Building
(filed as Exhibit 6.1 to registration
statement on Form 10-SB on October 28, 1999,
and incorporated herein by reference)
10.2 Acquisition Agreement dated February 18,
1999, among the Company, North Orlando
Sports Promotions, Inc., and the
Shareholders of North Orlando Sports
Promotions, Inc. (filed as Exhibit 6.2 to
registration statement on Form 10-SB on
October 28, 1999, and incorporated herein by
reference)
10.3 Asset Purchase Agreement dated February 18,
1999, between North Orlando Sports
Promotions, Inc., and The Information
SuperHighway Corporation (filed as Exhibit
6.3 to registration statement on Form 10-SB
on October 28, 1999, and incorporated herein
by reference)
10.4 Form of Stock Purchase Warrant dated March
17, 1999 (filed as Exhibit 6.4 to
registration statement on Form 10-SB/A on
January 18, 2000, and incorporated herein by
reference)
11 Statement re: computation of per share
earnings (included in financial statements
in Part II, Item 7, hereof)
21 Subsidiaries of the registrant (filed
herewith)
27 Financial Data Schedule (filed herewith)
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The Company has one subsidiary, which is wholly owned by the Company:
State of Name under which
Name Incorporation company does business
- ---- ------------- ---------------------
North Orlando Sports Promotions, Inc. Florida North Orlando Sports
Promotions, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> 0
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-01-1999
<PERIOD-END> JAN-31-2000
<EXCHANGE-RATE> 1.000
<CASH> 144,011
<SECURITIES> 0
<RECEIVABLES> 6,288
<ALLOWANCES> 0
<INVENTORY> 58,077
<CURRENT-ASSETS> 229,904
<PP&E> 117,344
<DEPRECIATION> (38,877)
<TOTAL-ASSETS> 448,302
<CURRENT-LIABILITIES> 34,153
<BONDS> 0
0
0
<COMMON> 28,239
<OTHER-SE> 385,910
<TOTAL-LIABILITY-AND-EQUITY> 448,302
<SALES> 590,787
<TOTAL-REVENUES> 603,487
<CGS> 514,268
<TOTAL-COSTS> 745,544
<OTHER-EXPENSES> 83,919
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,461)
<INCOME-PRETAX> (728,849)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (728,849)
<EPS-BASIC> (0.026)
<EPS-DILUTED> (0.026)
</TABLE>
