SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10SB12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
RBID.COM, INC.
(Name of Small Business Issuer as specified in its Charter)
Florida 33-0857311
----------------------- ---------------------
(State of Incorporation (IRS Employer ID No.)
24461 Ridge Route Drive, 2nd Floor
Laguna Hills, California 92663
(Address of Principal Executive Offices)
(949) 470-4550
(Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: 8,378,500
Common shares $0.001 Par Value
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PART I
ITEM 1: DESCRIPTION OF BUSINESS
I. INTRODUCTION
---------------------
RBID.com, Inc., a Florida corporation ("RBID" or the "Company" or the
"Registrant") , is a development stage company with no earnings and minimal
revenues, engaged in the development, ownership, operation and promotion of an
e-commerce Super Mall on the Internet; and also holds itself out to provide
consulting services in the design, development and sale of software and business
solutions to persons who desire to set up an e-commerce business on the
Internet. RBID was originally organized in 1988 in Florida under the name GCST,
Inc. The Registrant was dormant and had no revenues from inception through the
period ending September 30, 1999.
In August, 1998, the Registrant entered into a reorganization agreement
with Secure America, Inc., a Delaware corporation, pursuant to which the
Registrant issued 5,800,000 shares of common stock to the shareholders of Secure
America, Inc., in exchange for one hundred percent of the shares of common stock
of Secure America, Inc., thereby acquiring software important to its business.
Prior to and following the merger Secure America, Inc. has remained an inactive
corporation and currently has no assets.
On April 14, 1999, the corporation changed its name from GCST, Inc. to
RBID.com, Inc., in order to better reflect its intended business.
In 1998, the Registrant formulated its business plan for its E-Commerce
Super Mall and began to develop the necessary software and protocols. The
Registrant has spent the last two years refining its Super Mall concept,
developing proprietary software for the SuperMall business, and implementing the
first Super Mall Site. The Company had an accumulated deficit of $1,526,858 at
September 30, 1999, which was generated over the period of October 4, 1998
through September 30, 1999, as a result of website research, marketing expense
and general and administration expenses and development costs.
II. RBID's SUPERSITE MALL.
-------------------------------
RBID's Super Mall is an Internet portal which gives the Internet public
access to an online shopping mall (R-mall), an online auction house (R-auction),
an online travel guide (R-travel), an online homeguide (R-homeguide), online
classifieds (R-classifieds), an online travel agency (R-travel), an online
search engine for products and services (R-active shopper), yellow pages, and
various other Internet services including e-mail, chatrooms and games.
These products and services are bundled and offered as a platform for
businesses which wish to establish virtual business establishments on the
Internet. These businesses, or virtual "Tenants" in the virtual Super Mall
(hereinafter collectively the "Tenants"), lease virtual space, form their own
Websites, and set up their own stores which are then integrated with the stores
of other Tenants in the Super Mall. These virtual stores are also integrated
with the bundle of other products and services provided to the Internet public
by RBID at its Super Mall, in order to attract Internet traffic to the Super
Mall and to the Tenant's stores.
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E-commerce tenants in Registrant's Super Mall are categorized as
"Independent Stores", as "Tenant Stores" and "Supersite Tenants". Independent
Stores are pre-existing Website businesses who may have a presence in a variety
of competing Web malls, and have opted to join Registrant's Super Mall. Tenant
Stores represent businesses new to e-commerce over the Net, who have elected to
establish their first e-commerce net store at the Registrant's Super Mall. Super
Site Tenants are Tenant Store operators who desire to expand the products and
services they offer over the Net by recruiting additional new Tenant Store
operators to join with them in their own subtier Super Site, to create a
combined multi-store presence which is integrated into the Registrant's Super
Mall.
The Company commenced test operations in May, 1999 and began commercial
operations in November, 1999.
A. Revenues Producing Services
-------------------------------
RBID's Super Mall has been designed to create revenues for the
Company in several different ways. The revenue sources from the
Company's SuperSite Mall are as follows:
1. Independent Store Commissions. Much like a bricks and
mortar shopping mall, the SuperMall consists of a
growing list, currently numbering approximately 218
of independent, general and specialized retailers
from which purchases online can be made. These
independent stores all have their own Websites and a
pre-existing commercial presence on the Internet and
have been recruited for inclusion in the SuperMall by
Registrant.
These retailers include such well-known names brands
as Disney, Dell Computers, JC Penny, Maidenform,
Borders Books, Sony Music, Sharper Image, Compaq,
Staples.com, and also include such services as
Priceline.com, Quicken, ReliQuote.com, stamps.com,
and others.
Registrant has entered into agreements with these
merchants for the inclusion of their online sites in
the Company's Super Mall in exchange for a sales
commission which is a negotiated percentage of
each sale by such merchants through retail stores
affiliated with the SuperMall, varying from merchant
to merchant and product or service to product or
service and ranging from 2% to 25% (hereinafter
"Independent Retail Commissions").
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2. Tenant Store Commissions. RBID has an ongoing program
of recruiting new stores for its Super Mall who fall
into a different category, called "Tenant Stores".
These are typically new businesses, or established
businesses, who do not yet have a commercial presence
on the Internet. RBID enters into an agreement
whereby it assists these Tenant Stores in
establishing their commercial presence on the Web,
and receives a 10% commission on the sale of all
merchandise and services by the stores integrated
into its Super Mall (hereinafter "Retail
Commissions").
3. Site Advertising Revenues. RBID receives revenues
from banner advertising displayed throughout the
SuperMall Sites and StoreSites (Advertising
Revenues), based on click through traffic through the
SuperMall and its various stores, products and
services.
4. Click Through Revenues. The Company receives revenues
from other unrelated Internet sites based on
so-called "Click Through" traffic which the SuperMall
and its collective sites send to such other sites, as
a result of advertisements, promotions, informational
listings and other inducements displayed on the
SuperMall and its collective sites.
5. Store Tenant Monthly Service Fees. RBID receives one
time installation fees, and thereafter monthly
service fees from its Tenants. In this regard,
Tenants are classified as "Store Tenants" or
SuperSite Tenants. Store Tenants pay a monthly fee of
$29.95 for their affiliation in the SuperSite Mall,
as well as Retail Commissions through their store
sales noted above.
The $29.95 monthly store owner fee includes the use
of customized software products and services of the
Registrant to build a store Website, including the
Company's Proprietary Website Store Builder Software.
An individual merchant can utilize Registrant's Store
Building Software to build his store based on a menu
of available templates and can customize it in a
matter of minutes (and modify and update it quickly
at any time) to present the store owner's products
and services and to enable customers to purchase
those products or services online.
The Company also provides the service of QuikTrack, a
transaction manager with point-and-click online
access to the current status of traffic activity at
an individual's store. QuikTrack utilizes proprietary
software developed by Registrant.
All revenues generated by an individual Store Tenant
are retained by the Store Tenant, less the 10%
commission paid to the Company. The Store Tenant has
the advantage of being located "next to" (in a
virtual sense) the two hundred-plus established
Independent Stores.
The pricing for individual Store Tenants of their own
products is up to their individual discretion.
Likewise they are responsible for the fulfillment of
all orders to their online customers.
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6. SuperSite Tenants Monthly Service Fees. SuperSite
Tenants are required to set up at least "one" Tenant
Store (the "Permitted Tenant Store") but also have
the additional opportunity to both create additional
levels or subtiers of "SuperSite", and to locate and
add additional subtenants who desire to establish
their own Virtual Tenant Stores under the direction
and account of the SuperSite Tenant.
SuperSite Tenants pay an installation fee of $995,
and a monthly fee of $39.95. SuperSite Tenants are
not required to pay any commissions to the Company on
sales through their one "Permitted" Tenant Store.
SuperSite Tenants share with the Registrant and
others in all commissions on revenues generated by
any Sub Tenant Stores they bring into their Subtier
SuperSite.
This structure has been put in place in order to
promote rapid growth in the community of stores
integrated with RBID's SuperSite Mall.
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RBID's structure with regard to Supersite Tenants may
be diagramed as follows:
RBID.Com, Inc.
--------------
SuperSite Mall
--------------
Independent Tenant
Stores Stores SuperSite Tenants
Subtier Subtier One Permitted
Tenant SuperSite Tenant Store
Stores Tenants
One Permitted
Tenant Store
Subtier Subtier
Tenant SuperSite One Permitted
Stores Tenants Tenant Store
And so on down an organizational chain
7. Basic Internet Service Provider. Registrant offers
basic Internet service at a cost of $19.95 per month,
both to the Internet public at large, and to all its
Tenants. The Tenants are not required to utilize the
Company's Internet service, and may use any other
Internet service provider.
The Company's Internet service includes free email,
free chatrooms, free Net games, and a game site which
includes links to other game sites. While some
competitors are now offering basic Internet access
services for free, Registrant believes the price it
is charging is justified in view of the additional
features included.
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B. Additional Services Provided
----------------------------
In order to increase traffic to the Super Mall and thereby
increase Advertising Revenue and store sales and commissions,
the Company's Super Mall provides a number of additional
services, some of which are free and some of which provide
opportunity for the Registrant to earn additional income.
These services are as follows:
1. Auction Services: The Company's auction services
(R-auction) offers consumers the ability to list
items for sale at no charge for the listing. The
listing includes a product description and, at the
seller's election, an image or photograph, along with
price and payment information. The Company provides
this service through U-Bid, an independent company,
utilizing a link to U-Bid's site, under a revenue
sharing agreement which provides $1.00 for every new
customer. Users are not charged a fee to list items
for sale, but a 2% fee is collected upon consummation
of a sale transaction.
2. Freeads: (R-classifieds). This service, which is free
to anyone visiting the RBID Super Mall, is an
advertising service which can be used in much the
same way as conventional newspaper classified
advertising services and is offered without charge,
as an inducement to attract traffic to the
Registrant's Super Mall. There is no limit to the
number of free ads an individual can place. This
service is provided by InfoSpace, an independent
company, through a link to the InfoSpace Website.
Registrant has a revenue sharing agreement with
InfoSpace whereby Registrant receives % of all click
through revenues from users sent to InfoSpace's site.
3. Games: The SuperMall makes various Internet games
available for playing by the general Internet public
without charge. It also provides a link to a
multiparty game playing site over the Web.
4. E-mail: The SuperMall provides free E-mail services
to the general public, permitting them to send and
receive E-mail from the SuperMall's site.
5. Internet Search: The SuperMall provides free access
to all the Internet search engines, including Go.com,
Yahoo.com, Lycos.com and Excite.com.
6. R-Travel: Links users to FareBetter, a comprehensive
system designed to exhaustively search fares offered
by airlines, discounted airfare offers, and exclusive
White Label(TM) fares. RBID has entered into private
label deal with FareBetter whereby RBID receives a
commission on revenue generated by user activity.
7. R-Active Shopper: Another InfoSpace link which serves
as a search engine for products and services
available on the Internet.
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8. R-Chat: A chat site featuring chats in English and
eight other languages, French, German, Chinese,
Japanese, Spanish, Korean, Philippino and Italian.
R-Chat is established under a private label agreement
with Webmaster, Inc. (available to all Website
visitors).
9. R-Web Search, an Open Directory search engine link
service service powered by InfoSpace.
10. R-Finance, an InfoSpace powered link to various
financial services and information.
11. R-Maps, an InfoSpace powered link to international
map services.
12. R-Yellow Pages, an InfoSpace powered link to business
listings.
13. R-White Pages, an InfoSpace powered link to
individual listings.
14. R-Community Beach, the site where Internet users can
sign up to avail themselves of the free services
provided by the Super Mall. Once a user signs up he
becomes a "free community member".
15. R-Island, an online business building system for
SuperSite owners. RBID charges a one time fee of $195
for this product. (The income is not redistributed
under the Comp Plan.)
16. R-Benefits, a Website which offers prepaid packaged
services for health and health related services,
travel and travel related services, lifestyle,
including convenience services, physicians and
hospitals, including discount pharmaceuticals and
legal and tax advice services.
17. R-Entertainment, a comprehensive listing of various
forms of entertainment, games and general amusements.
18. R-News, an InfoSpace powered listing of top news
stories both national and international, and in
various focus areas provided by Comtex.
19. R-Business Services, an InfoSpace powered site
featuring business to business services. Income from
commissions is pooled and redistributed.
20. R-Stock, a link to Bloomberg.com providing financial
information, stock quotes, news and related services
to interested users.
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C. Services Provided to SuperSite Tenants
--------------------------------------
Registrant offers anyone the opportunity to purchase an
individual SuperSite and in doing so to become the online equivalent of
a shopping mall owner and operator and portal owner, but with the bulk
of the software development already done, and a maintenance service in
place, for a monthly fee. Further, the work of assembling "anchor
tenants" and a collection of retail stores is already done.
The SuperSite purchaser can immediately create both his own
store and his personal shopping mall and portal for future customers.
The Super Site purchaser receives a web page and a SuperSite
personalized for the purchaser, but within certain general design
specifications developed and maintained by the Registrant. Upon the
completion of the purchaser's personalized SuperSite, the purchaser is
then able to solicit his own customers to purchase goods and services,
and to solicit potential store owners who wish to operate within his
SuperSite, and to solicit the purchase of additional Subtier
SuperSites.
Each SuperSite contains the basic features of the SuperSite
prototype, but from that point is personalized and evolves into an
entity which takes its own shape and attracts its own customers,
primarily through the activities of its owner and those whom its owner
recruits to take part as customers, Subtier Store Tenants and perhaps
Subtier SuperSite Tenants.
In addition the SuperSite purchaser will provide "tracking"
software that enables the SuperSite purchaser to monitor a broad range
of activity taking place on his individual SuperSite.
These features are all combined in the RBID SuperMall with
what are currently the more conventional uses and expectations of
Internet users, such as basic Internet access, including most search
engines, e-mail and chat forums.
From November 5, 1999, through December 31, 1999, the
Registrant leased 84 SuperSites to SuperSite Tenants. The Registrant
delivered these SuperSites in the last quarter of 1999.
D. Redistribution of Certain Revenues to Tenants and Site
--------------------------------------------------------------
Users/R-bid's Network Referral Marketing Plan
---------------------------------------------
70% of the Company's revenues from the following three sources are
reallocated to its Tenants and the Internet public who use the SuperMall Site
and its free services, on a monthly basis:
(1) Revenues generated by the payment of commissions by
independent stores and Tenant Stores on merchandise and
services sales;
(2) Revenues generated by paid advertising on the SuperMall and
its SuperSites and free services sites;
(3) Revenues generated by Click Through activity paid by other
sites to which Internet visitors are referred.
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These reallocated revenues are combined each month, and divided 10% to
Site Users, 40% to SuperSite Tenants based on their site usage, and 50% to
SuperSite Tenants based on their Subtier SuperSite Tenants (hereinafter also
referred to as "Team Members") as follows:
1. The 10% of these reallocated revenues allocated to Site users,
are allocated among all members of the general Internet public
who set up a free personal account as an e-mail user or
personal homepage.The 10% is reallocated to the account of
these Site users on a biweekly basis, pro rata, based on the
ratio of usage or traffic of their site. These revenue
allocations are accrued until a minimum of $25.00 is payable,
and then periodically paid out.
2. The 40% of these reallocated revenues allocated to SuperSite
tenants based on their Site usage, are allocated among the
SuperSite Tenants in the ratio that total activity at their
site, bears to the aggregate of all activity at all
SuperSites.
3. The 50% of these reallocated revenues allocated to SuperSite
Tenants based on subtier SuperSites, are allocated based upon
the number of subtier SuperSite Tenants or Team Members, each
SuperSite Tenant has brought in as a subtier Tenant. Revenues
are allocated in the ratio that the number of subtier Tenants
the SuperSite Owner has brought in (up to a maximum of seven
subtier SuperSite Tenants), bears to the number of all
SuperSite Tenants at the end of the monthly period.
By way of example, if 50% of reallocated revenues were
$100,000, and there were 229 tenants in the tenant community
team, we would divide the $100,000 by the 229 tenants with a
resulting total of $436.68 per tenant. As explained above,
there is a maximum of 7 sub-tier SuperSite Tenants. For
allocation purposes, the $436.68 per tenant is divided by the
7 subtenant levels resulting in $62.38 per tenant allocation.
Total allocation of funds is summarized as follows:
229 tenants times $62.38 = $14.286
Total sub allocations ($14.286 times 7 levels = $100,000)
In any month in which the aggregate reallocated revenues to
any SuperSite Owner does not exceed $10, the Company has
elected to pay such SuperSite Owner a minimum of $10 per
month.
E. No Assurance of Profitable SuperSite Operation
----------------------------------------------
The Company management recognizes that once a SuperSite has
been set up and is operational by the Tenant, there is no assurance the
SuperSite Tenant will be able to attract Store Tenants and establish a
profitable business. It can be difficult to attract Tenants to set up
Stores on the Internet, because of the newness of e-commerce, the
technical aspects of computers and the Internet, and the competition
from other providers of Internet commerce, among other factors.
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F. Monitoring of Tenant Activities
-------------------------------
Registrant has developed the following procedures to remove
advertisers that misrepresent their products or themselves or otherwise
run afoul of the law.
First, the Registrant's staff monitors all advertising and
chat activity. Second it has created a complaint department that allows
a prospective purchaser to lodge an e-mail complaint with the
Registrant. Until such time as the complaint is investigated, the
Registrant will mark the advertisement or item with a special symbol to
advise customers that purchase is halted pending a review of the
product or service. The Registrant will then e-mail the seller and
forward the received complaint. The seller will have five (5) business
days to respond. If the seller fails to respond, the ad or item will be
deleted. If the seller responds, the response will be forwarded on to
the complaining consumer. The complaining consumer will have five days
to respond to seller's explanation. If the consumer does not respond,
the item or ad will continue to be offered and the notation will be
removed. If the consumer continues to complain, the advertisement will
be deleted by the Registrant and the advertiser notified unless
registrant receives reasonable assurance that the complaint is
spurious.
G. Marketing
---------
RBID utilizes it wholly-owned subsidiary, R-way Corporation, a
Delaware corporation ("R-way"), to market its SuperMall to potential
Store Tenants and Supersite Tenants, as well as to subtier Store
Tenants and subtier SuperSite Tenants. R-way provides marketing
services, sale services, and support services in assisting tenants in
building their Stores and their SuperSites.
R-way has been using direct marketing as the principal method
for promoting RBID's products and services. However, R-way has now
developed the R-bid Network Referral Marketing Plan, in order to expand
the number of sites associated with Registrant's Super Mall. R-way
markets RBID's products and services through a network referral
marketing concept where individuals and business owners may become
marketing affiliates by completing an Affiliate Agreement and making an
initial payment of $29 for a starter kit. (The $29.00 is estimated to
cover the costs to RBID of establishing an Affiliate Account.) A
Marketing Affiliate's job is to seek out and sign up Store Tenants,
Super Site Tenants, and new affiliates who will further assist in the
signing up of Store Tenants and Super Site Tenants for Registrant's
Super Mall. Marketing Affiliates are paid sales commissions based on
the sale proceeds from new Store Tenants and Super Site Tenants they
sign up, and on the sales proceeds from new Marketing Affiliates they
recruit who in turn sign up Store Tenants and Super Site Tenants as
well as on their level of achievement within the Company's incentive
compensation plan (the "Plan"). As Marketing Affiliates accumulate
increasing Website sales, Marketing Affiliates are qualified to receive
greater personal sales commissions and commission overrides on their
downlines' affiliates' site sales activity.
There are seven levels of qualification. At the foundation of
the Plan is the requirement that in order to receive Plan Compensation,
the Marketing Affiliate must have and maintain, at least five site
tenants, either Tenant Stores or Super Site Tenants, who are actually
engaged in retail commerce over the Internet from their Tenant Sites,
and whom the Marketing Affiliate has brought into the Super Mall as
paying tenants.
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Levels of achievement for Affiliates have been established as
follows:
1. Marketing Affiliate: Must purchase a $29 starter kit
and sign a Marketing Affiliates
Agreement.
2. Area Manager: Must have sold five Super Site
Tenants.
3. Area Director: Must have sold twenty five Super
Site Tenants and have established
two additional Marketing
Affiliates who have become Area
Managers.
4. Regional Director: Must have sold 100 Super Site
Tenants and established two
additional Marketing Affiliates
who have become Area Directors.
5. National Director: Must have sold 500 Super Site
Tenants and established two
Regional Directors.
6. Continental Director Must have sold 2500 Super Site
Tenants and established three
National Directors.
7. International Director Must have sold 10,000 Super Site
Tenants and established three
Continental Directors.
8. Infinity Director: Must have sold 25,000 Super Site
Tenants and established three
International Directors.
Under the Plan, Affiliates may earn referral sales commissions several
ways:
1. Referral Commission Income: A $400 sales commission
is paid to the Affiliate who personally sells a Super
Site and whose ID number is entered on the sales
order for the new Super Site Tenant.
2. CV Bonus. All RBID private branded retail products
and services such as Super Sites, Site Hosting,
Online Training and Equipment, are assigned a CV
(Commission Value) amount. Affiliates may earn 8% to
10% of the assigned CV amount of each product or
service sold within their qualified groups. A
Qualified Group is defined as their eligible levels
of qualification. Affiliates earn this commission on
up to ten levels below them, based on their level of
Achievement under the Plan.
The CV on a Super Site Tenant sale is $300.00, and is
shared among the Seller and up to nine upline
individuals.
3. Infinity Global Bonus Pools: Marketing Affiliates who
qualify for the Company's three highest levels of
achievement will qualify to receive a monthly
pro-rata share of a total of 9% of the Company's
overall CV amount. The three shared pools are 2%, 3%
and 4% of total worldwide CV.
4. E-Commerce Bonus Pool Revenue Sharing: RBID also
generates additional revenues from the traffic that
is built through the RBID Website, from retail
customers, e-mail users, browsers, and other
marketing affiliates. E-commerce revenue sources
include Web site click throughs, banner advertising,
paid e-mail messages, and online mall referral
commissions. Seventy percent of the total e-commerce
gross profit generated by the worldwide organization
is shared among the qualified Marketing Affiliates
and Free Community Members. (A Free Community Member
is defined as a non-affiliate who is given access to
some of the R-BID portal benefits.)
Free Community Members share in 20% of this pool,
based on pro-rata usage. Qualified Marketing
Affiliates share in 40% of the pool on a pro-rata
usage basis. Qualified Marketing Affiliates also
receive a Matching Bonus equal to the amount of
E-Commerce Revenue Sharing received by their
front-line Marketing Affiliates, defined as
individuals they personally enrolled.
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<TABLE>
<CAPTION>
These commission payments may be summarized as follows:
RBID Compensation Plan - Effective July 1, 2000
Marketing Area Area Regional National Continental International Infinity
Position Affiliate Manager Director Director Director Director Director Director
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Qualification: Starter Kit 5 Sales 25 Sales 100 Sales 500 Sales 2500 Sales 10000 Sales 25000 Sales
(SuperSite $29 & 2 Area & 2 Area & 2 Reg'l & 3 Nat'l & 3 Contn'l &3 Internat'l
Retail Sales) Mgrs. Legs Dir. Legs Dir. Legs Dir. Legs Dir. Legs Dir. Legs
Personal Sales
Commission $400 $400 $400 $400 $400 $400 $400 $400
Residual Income Plan: Based on CV (Commission Value on all products and
services). Qualified Levels with 100 CV and 5 Customers per month.
1st Level 10% 10% 10% 10% 10% 10% 10% 10%
2nd Level 8% 8% 8% 8% 8% 8% 8% 8%
3rd Level 8% 8% 8% 8% 8% 8% 8% 8%
4th Level 8% 8% 8% 8% 8% 8% 8% 8%
5th Level 8% 8% 8% 8% 8% 8% 8%
6th Level 8% 8% 8% 8% 8% 8%
7th Level 8% 8% 8% 8% 8%
8th Level 8% 8% 8% 8%
9th Level 8% 8% 8%
10th Level 8% 8%
Leadership Infinity Override (limited) 2% 2-4% 2-6%
Infinity Global Pools (Pro-rata share of CV) 2% 3% 4%
Car Allowance Leadership Bonus: (must maintain qualifications) $1,000 per month
PLUS - Shared Revenues from Ad Banners, Click-throughs, Paid e-mail, Virtual
Mall Purchases, etc: 20% to Community Members, 40% to SuperSite Owners, and 40%
Matching Bonus to SuperSite Owner Sponsors.
</TABLE>
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H. Current Traffic Levels and Revenues
(i) Traffic. The total traffic through the Registrant's
SuperMall from November 5, 1999, when it was opened through January 31,
2000, totals 254,355.
(ii) Commissions from Store Revenues. Prior to November 5,
1999, the Company had no revenues from sales. Since November 5, 1999,
the sales volume at the SuperMall's stores, and resulting commissions
have been as follows:
Store Sales Commissions
Revenues To RBID
11/5/99 - 12/31/99 $ 0 $ 0
--------- --------
January 2000 $ 0 $ 0
--------- --------
(iii) Revenues from Tenants
Store Tenant SuperSiteTenant
Monthly SuperSite Tenant Monthly
Service Fees Installation Service Fees
Fees
Number $ Number $
---------------------------------------------------
11/5/99 - 12/31/99 0 0 $ 95,395 0 0
January 2000 0 0 $ 158,960 0 0
(iv) Advertising Revenues
No. Of
Revenues Advertisers
11/5/99 - 12/31/99 $0 0
January 2000 $0 0
(v) Click Through Revenues
Click Through
Revenues Count
11/5/99 - 12/31/99 $0 0
January 2000 $0 0
(vi) Internet Service Provider Fees
No. Of
Revenues Customers
11/5/99 - 12/31/99 $0 0
January 2000 $0 0
I. Key Service Providers Utilized by the Company
1. Concentric Contract. Pursuant to a contract executed
with Concentric Network Corporation ("Concentric"),
Concentric provides the Company's Super Mall with
computer "servers", including an OC3 Internet
connection with the ability to handle millions of
shoppers, online auction bidders and other visitors.
Concentric has over 2,000 local ISP connection sites
in the United States and Canada running mostly at
acceptably fast 56k and ISDN speeds.
The Contract has an initial one year term, which
commenced on June 12, 1999, automatically renews for
successive one year terms unless canceled by either
party, and provides for services to RBID on a monthly
basis at approximately $1200 per month.
2. Credit Card Contract: The Registrant has contracted
with Card Service International for provision for
over-the-net credit card services for VISA and Master
Card. RBID pays a flat fee of $0.05 per month for
each customer, plus a percentage of credit card
revenues to Card Service International on all "over
the Net" credit card purchases utilizing these
facilities, which varies between 2% and 4%, depending
on which credit card is used.
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J. Patents, Copyrights and Trademarks
The Registrant holds no copyrights, patents or trademarks.
K. Research and Development Activities
The Company expended over $177,705 in 1999, in research and
development in order to develop the software for its SuperMall. The
software is now complete and the Company does not anticipate expending
material amounts in further software development in the future for its
SuperMall. None of this software has been patented or copyrighted.
The Company also holds itself out as an independent consultant
to assist third parties in their development of Internet sites,
including development of required software.
L. Competition
The electronic commerce market is a new, rapidly evolving and
competitive business. Registrant, as a startup Company, competes with
numerous online sales and services organizations which offer customers
the same, similar or alternative methods of shopping for goods and
services.
The market is extremely competitive and includes many large,
well financed businesses spending millions of dollars in advertising,
combined, in some cases, with subsidized free Internet access service.
There are no significant barriers to entry into the market by other
companies.
Registrant needs to gain a sufficiently broad base of
customers and users of its Super Mall and collective sites to be able
to generate click-through revenue and banner advertising revenue as
important revenue streams, for it to grow and sustain its operations.
There is no assurance Registrant will gain or ultimately hold a
significant share in this market. However, management is optimistic
that it can deliver a superior Net portal for the Tenants at a
competitive price and thereby gain an increase market share in this new
industry.
M. Government Regulation
At the present time, the Registrant is (not) required to seek
the review of any local, state, federal or international regulatory
body for its use of the Internet for telephone calls. At the present
time, the Registrant is (not) required to obtain the consent or the
permission from any companies which own the transmission lines or other
means of transmission before commencing its use of the telephone line
services.
N. Seasonal Factors
Registrant believes that due to the nature of the products and
services sold through its Super Mall it is likely that sales and
revenues will fluctuate seasonally, with a strong emphasis on the
Christmas shopping season. It is possible that this seasonality of
business may cause revenue and operating results to fluctuate, and the
Company may not be able to generate sufficient revenue in certain
quarters to offset expenses.
O. Costs and Effects of Compliance with Environmental Laws.
--------------------------------------------------------
The Registrant is not engaged in any business which would
presently require compliance with Federal or State environmental
agencies.
P. Markets for Products and Services
The potential market for the products and services provided by
the Registrant is potentially global and consists of all persons,
wherever situated, who utilize the Internet, as well as those who
desire to set up their own virtual business on the Net.
III. CONSULTING SERVICES
RBID holds itself as an independent consultant to advise third parties
on how to design, implement and market e-commerce sites on the Internet, and to
provide software development services to such third parties in connection with
implementation of their Sites.
RBID is currently discussing with two potential clients the providing
of such consulting services, but to date no consulting contracts have been
signed, and no consulting services have been performed.
IV. CAPITAL
Registrant's capital is currently insufficient to conduct its business.
If it is unable to obtain additional capital, Registrant will be unable to
promote its SuperMall, or otherwise maintain a competitive position. The
sources, availability and terms for additional capital to sustain the Company's
operations are unknown at this date, and there is no assurance the Company will
be able to locate sufficient capital to carry forward its business and implement
its business plan.
V. EMPLOYEES
Registrant employs 11 full time employees. None of its employees
belongs to a collective bargaining group or union.
15
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PLAN OF OPERATION
OVERVIEW
RBID began test marketing its SuperMall concept and attendant software
system in May 1999 through September 30, 1999.
The Company was inactive from inception in 1988 to August 1998 and
incurred a loss of $4,819 from inception through December 31, 1998. The Company
had no revenues and an operating loss from inception through September, 1999 of
$1,526,858. The Company had initial revenue of $95,395 in December 1999 upon
acceptance of initial mall site subscribers and other Internet services (Email
and etc.), and $158,960 in revenues in January 2000.
RESULTS OF OPERATIONS
Revenue
The Development Stage Company recorded initial revenue in December 1999
primarily from SuperSite tenant installation fees totaling $95,395. The Company
expects future revenues from independent store commissions, tenant store
commissions, site advertising, revenue tenant installation and monthly service
fees, SuperSite installation fees and monthly service fees, basic Internet
service provider monthly fees, and escrow fee revenue.
Cost of Revenues
Cost of revenues are primarily for commissions paid for direct
marketing and are expected to approximate seventy percent (70%) of revenue.
Significant Costs and Expenses
The Company developed a website with employees and outside consultants
at a development cost totaling $177,705 during the nine months ended September
30, 1999. The website was test marketed May 1999 through September 1999 and the
Company incurred net marketing costs of $152,044 during this period. Also
recorded as marketing expenses were the issuance of 600,000 shares of
restrictive common stock of the Company to several companies, which shares were
valued at $1.00 per share in a Regulation D exempt offering in March and April
of 1999. 425,000 Shares ($425,000) were issued to Market Surveys International
for market and name promotion services; 100,000 Shares ($100,000) were issued to
Netvest Ltd. for promotion services; and 75,000 Shares ($75,000) were issued to
Bernard Schmitt for name promotion services.
During the nine months ended September 30, 1999 the Company expended
$158,790 on general and administration costs consisting of legal expenses, rent,
office, salaries, travel, supplies and other expenses. The Company issued
433,500 shares valued at $1.00 and accounted for as development expense. Costs
and expenses totaled $1,522,039 for the nine months ended September 30, 1999
compared to $3,622 for the nine months ended September 30, 1998. The $1,522,039
in costs and expenses for the nine months ended September 30, 1999 included the
following:
Summary of Expenses in Paragraph 2
Website Development/Software Engineers $ 177,705
Marketing Survey $ 600,000
Test of Sites 152,044
----------
Sub Total $ 752,044
G&A $ 268,790
Corporate Consulting and Design $ 433,500
----------
Total $1,522,039
The accumulated loss from inception in 1988 through December 31, 1998
totaled $4,819.
16
<PAGE>
Depreciation and Amortization
Depreciation from network equipment is minimal because all of the
equipment is rented under contract. The Company has a contract with a major
Internet computer processing company that serves many other Internet companies.
Depreciation was $1,220 for the nine months ended September 30, 1999, and
resulted primarily from depreciation of the Company's internal personal
computers (cost $18,602). Software was expensed when acquired except for the
initial software purchased in August, 1999, at a cost of $15,660 which is being
depreciated over five years.
Income Taxes
The Company expects to have a net operating loss carryforward of
approximately $1,600,000 available for future years after December 31, 1999.
FACTORS AFFECTING OPERATING RESULTS
As a result of the Company's limited operating history, the Company
does not have historical financial data for a significant number of periods on
which to base planned operating expenses. Accordingly, the Company's expense
levels are based in part on its expectations as to future revenues and to a
large extent are fixed. However, the Company typically operates with no backlog.
As a result, quarterly sales and operating results generally depend on the
volume and timing of revenue received within the quarter, which are difficult to
forecast. The Company may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall of demand for the Company's products and services in relation to the
Company's expectations would have an immediate adverse impact on the Company's
business, operating results and financial condition. As a result, the Company
believes that period-to-period comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as any indication of future
performance.
17
<PAGE>
Set out below is a Summary of Financial Information for the Company at various
periods indicated:
<TABLE>
<CAPTION>
(Audited) (Unaudited)
Inception - Inception -
10/4/88 (Unaudited) (Unaudited) (Unaudited) (Unaudited) 10/4/98
Through Quarter Quarter Quarter 9 Months Through
12/31/98 3/31/99 6/30/99 9/30/99 9/30/99 9/30/99
-------- -------- -------- -------- -------- --------
Revenue $ $ $ $ $ $
Costs and
Expenses
<S> <C> <C> <C> <C> <C>
Website costs 3,819 94,686 83,019 177,705 181,524
Advertising &
Marketing 375,000 299,095 77,949 752,044 752,044
General and
Administrative 1,000 15,000 502,672 73,398 591,070 592,070
Depreciation 290 930 1,220 1,220
Total Costs
And Expenses 4,819 390,000 896,743 235,296 1,522,039 1,526,858
Loss $ (390,000) $(896,743) $(235,296) $(1,522,039) $(1,526,858)
================================================================-----------===============
Loss Per Share $ - $ (0.06) $ (0.11) $ (0.03) $ (0.20) $ (0.91)
Weighted Average
Number of Shares 1,207,900 7,123,500 7,848,500 8,378,500 7,783,500 1,670,411
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
The Company at September 30, 1999 had cash in the bank totaling $6,955.
Through December 1999, $400,000 in additiona l capital was raised by the sale of
stock to affiliates. These funds were used for marketing expenses, website
operations and general and administration expenses.
The Company during the nine months ended September 30, 1999, received net
proceeds of $252,000 from an exempt private equity security offering. In
addition a shareholder loaned the Company $131,000 in the nine months period
ended September 30, 1999.
Management believes the Company will be able to raise capital by the
private sale of additional shares sufficient to fund its capital needs over the
next 12 months, but there are currently no binding agreements for such funds and
no assurance the Company will be able to obtain this capital. The sale of
additional equity securities will result in additional dilution to the Company's
stockholders.
Disclosure Regarding Forward-Looking Statements. This Form 10SB
Registration Statement includes "forward-looking statements". All statements
other than statements of historical fact included herein, including, without
limitation, the statements under "Business" and Management's Discussion and
Analysis of Financial Condition, Results of Operations and Plan of Operations,
regarding the Company's strategies, plans, objectives, expectations, and other
matters, are all forward-looking statements. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable at
this time, it can give no assurance that such expectations will prove to have
been correct.
18
<PAGE>
ITEM 3. PROPERTIES
The Company has corporate and administrative offices, as well as research
facilities and facilities to maintain its Super Mall housed in its 7500 square
foot headquarters in Irvine, California. Management believes its facility is
adequate for the Company's current level of operations.
The facility is leased on a month to month lease at a current rental of
$6000.00 per month, plus common area expenses. There are currently similar
facilities at similar long term rents available to the Company in the adjacent
area, and management does not anticipate a problem in replacing this lease if
required.
ITEM 4. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
as of February 15, 2000, of the Company's Common Stock, by any person who is
known to the Company to be the beneficial owner of more than 5% of the Company's
voting securities, and by each director, and by officers and directors of the
Company as a group.
Beneficial1 Percentage
Name and Address Ownership of Class 1
---------------- --------- ----------
Horst Danning, Chairman, CEO
and a Director 2 4,108,576 3 34%
24461 Ridge Route Drive, 2nd Floor1
Laguna Hills, California 92633
Fred Wallace, Chief Financial Officer 16,200 4
Emilio Francisco, Director3 2,054,287 17%
Dr. Klaus Bartak, President and a Director
Debra Martinez, Secretary
All current directors and
officers as a group (6 persons) 6,179,063 51%
========= =========
1 This address also applies to all persons listed.
2 Owned individually and through The Danning Family Trust, of which Horst
Danning is the Trustee.
3 Owned individually and through the EF Family Trust, of which Emilio Francisco
is the Trustee.
4 Owned individually
19
<PAGE>
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The names, ages and positions of the directors and executive officers of
the Company as of February 1, 2000, are as follows:
Name Age Position Since
--------------------------------------------------------------------------------
Horst Danning 44 Chairman, CEO & a Director 10/99
Dr. Klaus Bartak 54 President and a Director 10/99
Fred Wallace 61 Chief Financial Officer 10/99
Emilio Francisco 51 Director 10/99
Debra Martinez 41 Secretary 10/99
The Directors serve until the next annual meeting of shareholders, or
until their successors are elected.
Mr. Horst Danning/CEO/CHAIRMAN OF THE BOARD
Mr. Danning began his career in practicing tax law for 5 years with the
renowned tax law firm, Treuhand Gesellschaft m.b.H. in Garmisch-Partenkirchen,
Germany, of which he was made a partner after 3 years. In 1974, Mr. Danning
established and owned his first media publishing company. Utilizing his Masters
Degree in economics and international business and trade from the Academyo
Henssler and the Handels and Wirtschaftschule Dr. Leopold, in 1974, Mr. Danning
formed his first consulting and trading company. In 1987 Mr. Danning united his
companies into one major international consulting and trading company, I.C.M.
(International Consulting & Marketing), of which he is Chairman. Mr. Danning's
worldwide travels and relationships led to international trade and consulting
for major companies. His ongoing relationships have been with companies and
officials in Israel, Saudi Arabia, United Arab Emirates, Dubai, Oman, Egypt,
Russia, various European Countries, Indonesia, Singapore, Thailand, Philippines,
China, the United States and Germany. Mr. Danning's consulting and trade in
these countries has ranged from consulting in business and finance, to trade in
natural resources and industrial goods. In 1996, Mr. Danning also become
Chairman and CEO of API, Inc., an entertainment company.
Dr. Klaus Bartak/PRESIDENT/DIRECTOR
Dr. Wagner-Bartak, Claus G.J.B.Sc., M.Sc., Dr. S.C., M.B., business
executive, polymath; e.Ludwig-Maximillian Univ., Munich B.Sc 1962, M.Sc. 1966,
Dr.Sc. 1969, Tech. Univ., Munich M.B. 1969. Dr. Claus G.J. Wagner-Bartak is an
internationally renowned expert in advanced technologies and an accomplished
executive. The span of his experience reaches from scientific, technical and
executive management of major multinational aerospace projects to the
development of computer data systems and the founding of several successful
business ventures, which are in the forefront of novel technological
developments. He received his scientific degrees from Ludwig-Maximillian
University of Munich. In industry, he had the following major positions:
Co-Founder, Director and Executive, BA Tech;, Inc. (formerly Structured
Biologicals, Inc., Diasyn Technologies, Inc.), Toronto - Atlanta, 1987 - 1999;
President, Energy Dynamics, Inc., Toronto - Munich, 1983 - 1998; Managing
Director, Innovations Council, Arlington, 1994; Director, Aquatic Cellulose
Ltd., 1997; Vice President and General Manager, Spar Aerospace Limited, Toronto
and Montreal, 1974-1983; Program Director, Corporate Director,
Messerschmitt-Boelkow-Blohn GmbH, Munich, 1969 - 1974. Expert consultant and
advisor to government and industry in frontier technologies, innovations and
business systems since 1982. Recipient of Engineering Medal (Association of
Professional Engineers) 1982, Public Service Medal (NASA) 1982, NASA Astronaut
Award 1983, NASA Group Achievement Awards (KSC and JSC) 1982, Engelberger
International Award 1986, Dauplin Award 1995.
20
<PAGE>
Mr. Emilio Francisco/DIRECTOR
Mr. Francisco is an attorney practicing in Newport Beach, California with
over 20 years experience in the legal aspects of financial matters, with an
emphasis in federal issues. His clients have included the Ministry of Higher
Education of Saudi Arabia. Mr. Francisco is also CEO of Uniglobe Aerospace, a
supplier of Boeing, Douglas and Airbus aircraft parts for commercial airlines.
Clients of Uniglobe Aerospace include Mexicana, Saudi Arabia Airlines, JAL,
Varig, Swissair, LTU, and Lanchile Airlines. Mr. Francisco speaks English,
Arabic and French fluently, and is conversant in Portuguese. Mr. Francisco has
recently been active in developing private telephone lines in the Middle East
and Latin America. Mr. Francisco is also Chairman of the Board of Satellite Link
Communications, Inc., a wholesale telecommunication carrier that specializes in
developing international private lines between the United States and Foreign
Markets.
Ms. Debra Martinez/SECRETARY
Ms. Martinez brings to the Registrant over 20 years of administrative
experience. For the past 10 years she has been providing administrative services
to several top Southern California companies under her company, Five Star
Services.
Mr. Fred Wallace/CFO
Mr. Wallace comes to the Registrant as a past auditor with Peat Marwick
Mitchell (KPMG) "top 6" accounting firm. His experience includes serving as an
officer in Companies and as a Certified Public Accountant to assist in
accounting and SEC solutions. His background as a CFO and Controller for several
major companies provides financial experience for Company planning.
There are no directors holding office in other reporting companies
following is a summary of other directorships of each of the Directors in other
reporting companies:
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the annual compensation paid and accrued by the
Company during its last three fiscal years to its Chief Executive Officer. No
other executive officer received annual salary and bonus in excess of $100,000.
21
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation
Annual Compensation Awards Payouts
Other Secur-
Name Annual Restricted ities All Other
and Compen- Stock Underlying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) $ ($)SARs (#) ($) ($)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Horst
Danning
Chairman
of the Bd
& CEO 1999 none none none none none none none
1998 none none none none none none none
1997 none none none none none none none
Peter
James
Ferras
Prior
CEO 1999 120,000 none none none none none none
1998 none none none none none none none
1997 none none none none none none none
Fred
Wallace
CFO 1999 60,000 none none none none none none
1998 none none none none none none none
1997 none none none none none none none
Debra
Martinez
Secy. 1999 60,000 none none none none none none
1998 none none none none none none none
1997 none none none none none none none
</TABLE>
22
<PAGE>
Employment Contracts
Horst Danning
The Company entered into a two year employment contract with an
additional one year renewal term, with Horst Danning, its Chief Executive
officer, in October of 1999. The Employment Agreement provides for a base
salary of $250,000 per year, with a 10% annual increase in salary, based
on the prior year's salary, at the beginning of each subsequent year of
the term. Certain conditions precedent to commencement of this salary
were satisfied on February 1, 2000, and the salary has commenced to
accrue from that date.
In addition, the Employment Contract provides for the grant to Mr.
Danning of 1,000,000 restricted stock options to acquire the Company's
Common Stock at $1.00 per share, said options to expire in October of
2001. Such options vest as follows:
250,000 options when gross sales of the Company reach $10,000,000
for any 12 month period during the option term;
250,000 options when gross sales of the Company reach $50,000,000
for any 12 month period during the option term;
500,000 options when gross sales of the Company reach $100,000,000
for any 12 month period during the option term;
Once a total of 1,000,000 options have been granted, Mr. Danning is
entitled to a grant of an additional 1,000,000 options for each
$50,000,000 in gross sales of the Company thereafter over any 12
month period, during the term of the Agreement.
Mr. Danning also participates in all employee benefit plans under the
terms of the Employment Contract, receives $1000 per month in car
allowance and $1,000,000 in life insurance.
23
<PAGE>
Dr. Klaus Bartak
The Company entered into a two year employment contract with an
additional one year renewal term, with Dr. Klaus Bartak, one of its
Directors, in October of 1999. The Employment Agreement provides for a
base salary of $250,000 per year, with a 10% annual increase in salary,
based on the prior year's salary, at the beginning of each subsequent
year of the term. Certain conditions precedent to commencement of this
salary were satisfied on February 1, 2000, and the salary has commenced
to accrue from that date.
In addition, the Employment Contract provides for the grant to Dr. Bartak
of 1,000,000 restricted stock options to acquire the Company's Common
Stock at $1.00 per share, said options to expire in October of 2001. Such
options vest as follows:
250,000 options when gross sales of the Company reach $10,000,000
for any 12 month period during the option term;
250,000 options when gross sales of the Company reach $50,000,000
for any 12 month period during the option term;
500,000 options when gross sales of the Company reach $100,000,000
for any 12 month period during the option term;
Once a total of 1,000,000 options have been granted, Dr. Bartak is
entitled to a grant of an additional 1,000,000 options for each
$50,000,000 in gross sales of the Company thereafter over any 12 month
period, during the term of the Agreement.
Dr. Bartak also participates in all employee benefit plans under the
terms of the Employment Contract, receives $1000 per month in car
allowance and $1,000,000 in life insurance.
Except for the options granted pursuant to the above two Employment
Contracts, the Company has no stock option program, and no other options,
warrants or rights are outstanding at this date. The Company has no Long-Term
Incentive Plans and no Awards were made in its Last Fiscal Year.
24
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) Related Transactions
1. Split of Company's Common Stock. In 1998, the State of Florida
approved the Company's Restated Articles of Incorporation, which
increased its capitalization from 1,000 common shares to 50,000,000
common shares. The par value was unchanged at $.001.
2. Redemption of Common Stock. In August of 1998, the Company redeemed
all 1,000,000 shares of its outstanding stock from existing
shareholders.
3. Acquisition of Secure America, Inc. In August, 1998, the Registrant
entered into a reorganization agreement with Secure America, Inc.,
a Delaware corporation, pursuant to which the Registrant privately
issued 5,800,000 shares of Common Stock to the shareholders of
Secure America, Inc., in exchange for 100% of the shares of common
stock of Secure America, Inc.
The purpose of the reorganization was to allow the Registrant to
acquire the software that had been developed and was held
personally by the principal shareholder of Secure America, Inc.,
Peter James Ferras, as well as the services of Mr. Ferras as
Registrant's President of Sales and Marketing. While the
reorganization agreement contemplated that Secure America, Inc.
would become an operating subsidiary of the Registrant, Secure
America, Inc. has not conducted any operations since it became a
wholly-owned subsidiary of the Registrant. Instead, Registrant is
treating the acquisition of the stock of Secure America, Inc. as an
asset acquisition pursuant to the requirements of Section 338 of
the Internal Revenue of 1986, as amended. Under SEC Reg. 210.3-05,
Secure America was an "insignificant subsidiary" and is in the
process of being liquidated.
4. Loan from Principal Shareholder. During the three months ended
September 30, 1999, the Company's primary shareholder loaned the
Company a net amount of $131,055 on an unsecured loan having a
ninety day maturity term, and without interest. This loan remained
unpaid and outstanding at February 1, 2000.
5. Acquisition of Control of the Company by AHC Limited of RBID.com,
Inc. Pursuant to a Stock Purchase Agreement dated October 19, 1999,
RBID.com founder James Ferras, agreed to sell 2,300,000 shares of
his personally held common stock of RBID.com, Inc. to AHC Limited,
a Turks and Caicos Company. Pursuant to the same agreement,
RBID.com agreed to separately sell 3,802,863 shares of its Common
Stock to AHC. In the aggregate, the transaction provided for the
sale of 6,200,000 shares of the Company's outstanding Common Stock,
representing 51% of its outstanding shares, to AHC. AHC in turn
assigned its rights as purchaser under this three way agreement, to
AHC-1BT, a Nevada Business Trust ("AHC-1BT"). The Trustee of
AHC-1BT is Growth Capital Investments, Inc., a California
corporation. Neither Mr. Danning nor Mr. Francisco are officers,
directors or shareholders of Growth Capital Investments. Rather,
the beneficial interest holder of AHC-1BT are separate trusts
established by Messrs. Danning and Bartak, for the benefit of
certain of their family members. However, for purposes of control,
Mr. Danning and Mr. Francisco, individually and in the aggregate
with their family trusts, control directly or indirectly 51% of the
outstanding capital stock of RBID, as a result of the consummation
of this purchase.
25
<PAGE>
The amount of $750,000 due the Company had been paid in full by
AHC-1BT by February 3, 2000. As a result, the shares of the Company
have been issued to AHC-1BT, and AHC-1BT as of February 22, 2000,
owned 51% of the Company's outstanding Common Stock.
6. Settlement with Larry Thompson. On November 15, 1999, the Company
entered into a Settlement Agreement with Mr. Larry Thompson,
pursuant to which the Company settled the claims of Mr. Thompson
under a certain Marketing Agreement it had entered into with Mr.
Thompson in April of 1999. Pursuant to this Settlement Agreement,
700,000 shares of the Company's Common Stock were to be privately
issued to Mr. Thompson. However, Mr. Peter James Ferras, the former
President of the Company, has agreed to deliver shares of the
Common Stock of the Company which he personally holds to Mr.
Thompson, in satisfaction of the terms of the Settlement Agreement.
In addition to the settlement of the claims of Mr. Thompson, the
Company has also resolved the claims of certain employees of Mr.
Thompson to these claimants, paying approximately $86,067.00 in
cash and privately issuing approximately 88,938 shares of Common
Stock of the Company to thee claimants. Mr. Peter James Ferras, the
former President of the Company, has agreed to deliver shares which
he holds to satisfy the terms of this settlement as well.
(B) Sales of Unregistered Securities
1. Acquisition of Software for Stock. In August, 1998, the Company
privately issued 5,800,000 shares of Common Stock to ten
individuals, in exchange for software valued at $15,660. The
software pertained to Internet portal processing.
2. 1998 Issuance of Shares for Services. In August and September of
1998, the Company privately issued 700,000 restricted common stock
shares to various subcontractors for consulting services fully
rendered and valued at $1,890, including 700,000 Shares to founding
shareholders for Website services. In the quarter ended December,
1998, the Company issued 428,500 restricted common shares to
various subcontractors, for consulting services fully rendered, and
valued at $1156, including Shares to founding shareholders for
Website services.
3. 1999 Shares Issued for Consulting Services. In March of 1999, the
Company privately issued 390,000 shares of restricted Common Stock
for $1.00 per share or $390,000 for consulting services fully
rendered, including 375,000 Shares to Market Surveys International,
Inc. for consulting services and 15,000 Shares to Mottern, Fisher &
Rosenthal for legal services.
In the quarter ended June 30, 1999, the Company issued 240,000
common shares for consulting services at an agreed value of $1.00
per share, or $240,000, including 100,000 Shares to Netvest Ltd.
for marketing services, 75,000 Shares to Bernard Schmidt for
marketing services, and 50,000 Shares to Market Surveys
International Inc. for marketing services, and 15,000 shares to
Mottern Fisher & Rosenthal for legal services.
In the quarter ended June 30, 1999, the Company privately issued
450,000 shares of restricted Common Stock at an agreed value of
$1.00 per share (total of $450,000) to various subcontractors for
consulting services fully rendered, including 50,000 Shares to
Bernard Schmidt for management services, 240,000 Shares to Joe
Cornwell for management services, and 50,000 Shares to Stock
Exposure Inc. for management services and 75,000 shares to Chris
Argiro for management services..
4. Rule 504 Private Placement. In 1999 the company received funds of
approximately $252,000 from an exempt securities offering pursuant
to Regulation D Rule 504 under the Securities Act of 1933. Common
Stock was issued at a subscription price of $1.00 per share and
$370,000 was raised. None of the Company's current or prior
officers, directors or 10% or more shareholders were purchasers in
this private placement.
All shares issued privately for services were issued in reliance upon the
exemption from registration provided by ss.4(2) of the Securities Act of
1933, and SEC Regulation D promulgated thereunder.
26
<PAGE>
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
The Company has only one type of security, Common Stock with par value
equal to U.S.$0.001. There are 50,000,000 authorized shares of Common Stock of
which 8,378,500 shares were issued/outstanding as of December 31, 1999. As of
December 31, 1999, a total of 6,565,125 of Registrant's outstanding shares were
restricted and were therefore publicly salable only in compliance with the
provisions of SEC Rule 144.
The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the holders of Capital
Stock. Holders of Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
preferred stock that might be issued in the future. Holders of Common Stock have
no preemptive or subscription rights, and there are no redemption or conversion
rights with respect to such shares. All outstanding shares of Common Stock are
fully paid and nonassessable.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS
ON REGISTRANT'S COMMON STOCK
EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock traded over-the-counter on the NASD Bulletin
Board Market under the symbol "RBID" until December 2, 1999. The Company's
Common Stock now trades on The Pink Sheets. The closing sales price as of
February 1, 2000, was $2.00.
Set forth below is the high and low bid information for the Company's
Common Stock for each full quarterly period within the two most recent fiscal
years.
High Low High Low
Period Bid Bid Ask Ask
------ ------ ------ ------ ------
4th Quarter 1999 4.25 .21 4.25 .21
3rd Quarter 1999 9.50 4.25 9.50 4.25
2nd Quarter 1999 16.75 3.31 16.75 3.31
1st Quarter 1999 5.00 1.25 5.00 1.25
4th Quarter 1998 3.31 1.12 3.31 1.12
3rd Quarter 1998 3.00 1.75 3.00 1.75
2nd Quarter 1998 No Trading
1st Quarter 1998 No Trading
At February 1, 2000, the Company had approximately 145 Shareholders of
record.
The Company has not paid a dividend since its incorporation, and
management does not anticipate the Company will pay dividends in the near
future.
ITEM 2. LEGAL PROCEEDINGS
There is no litigation outstanding, and management is not aware of any
potential claims which might be asserted.
27
<PAGE>
<TABLE>
<CAPTION>
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
All Common Stock.
Amount of Class of Persons Total Total
Date Securities Sold to Whom Sold Offering Price Commission Exemption
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
8/24/98 5,800,000 1 $15,660 In computer soft ware 0 4(2)
8/25/98-
9/30/98 700,000 2 $1890 In Services 0 4(2)
10/1/98-
12/31/98 428,500 3 $1,157In Services 0 4(2)
11/1/99-
3/31/99 390,000 4 $390,000 In Services 0 Rule 504
4/1/99-
6/30/99 370,000 Accredited $370,000 In Cash $118,000 Rule 504
4/99-6/99 240,000 5 $240,000 In Services 0 4(2)
4/99-6/99 450,000 6 $450,000 In Services 0 4(2)
-------------------------------------------------------------------------------------------------------------------
Total 8,378,500
</TABLE>
(1) On August 24, 1998, the Company issued 4,247,000 shares of restricted
common stock to CEO Peter J. Ferras, an employee, and other accredited
investors in exchange for computer software at a price of $.0027.
(2) The Company in August, 1998 and September, 1998 issued 700,000 shares of
restricted common stock to individuals for services at a price of $.0027
per share.
(3) The Company from October, 1998 through December, 1998 issued 428,500
shares of restricted common stock to various individuals for services at
a price of $.0027 per share.
(4) In an exempt Rule 504 offering, the Company in March, 1999 issued 390,000
shares of common stock to Market Survey International, Inc. for market
services, and to Moltern, Fisher & Rosenthal, P.C. for other services at
$1.00 per share.
(5) In an exempt Rule 504 offering, the Company from April, 1999 through June
1999, issued 240,000 shares of common stock for services at a price of
$1.00 per share.
(6) The Company from April 1999 through June 1999 issued 450,000 shares of
restricted common stock for services at $1.00 per share.
28
<PAGE>
GLOSSARY
Banner Advertising: A banner is an advertisement in the form of a graphic image
that typically runs across a Web page or is positioned in a margin or other
space reserved for ads.
Chat Room: A virtual "room" or location, with varying limitations on its size,
i.e. on the number of people it can accommodate, found on different Websites,
which may be "entered" and "visited" by people who while there can exchange
typed messages with each other as if at a virtual cocktail party or simply
remain "quiet" and read and observe the dialogue between others.
Click Through Revenue: A click is "when a visitor interacts with an
advertisement." This does not mean simply interacting with a rich media ad, but
actually clicking on it so that the visitor is headed toward the advertiser's
destination. (It also does not mean that the visitor actually waits to fully
arrive at the destination, but just that the visitor started going there.)
A clickthrough is what is counted by the sponsoring site as a result of an ad
click. In practice, click and clickthrough tend to be used interchangeably. A
clickthrough, however, implies that the user actually received the page. Some
advertisers are willing to pay only for clickthroughs rather than for ad
impressions.
Clickthrough Revenue is a commission paid by the destination site for each
Clickthrough person, to the origination site.
E-commerce (electronic commerce or EC): is the buying and selling of goods and
services on the Internet, especially the World Wide Web.
E-mail: (electronic mail) is the exchange of computer-stored messages by
telecommunication. E-mail was one of the first uses of the Internet and is still
the most popular use. E-mail can be distributed to lists of people as well as to
individuals.
Independent Store: A general or specialized retailer of goods and services
having their own websites and a pre-existing commercial presence on the Internet
which has entered into an agreement with the Company to have its store included
in the Company's SuperMall pay the Company a negotiated percentage of revenues
("Independent Stores") ranging generally from 2.5% to 25% on their sales through
the SuperMall..
Portal (Internet Portal): 1) Portal is a new term, generally synonymous with
gateway, for a World Wide Web site that is or proposes to be a major starting
site for users when they get connected to the Web or that users tend to visit as
an anchor site. There are general portals and specialized or niche portals. Some
major general portals include Yahoo, Excite, Netscape, Lycos, CNET, Microsoft
Network, and America Online's AOL.com. Examples of niche portals include
Garden.com (for gardeners), Fool.com (for investors), and SearchNT.com (for
Windows NT administrators).
29
<PAGE>
A number of large access providers offer portals to the Web for their own users.
Most portals have adopted the Yahoo style of content categories with a
text-intensive, faster loading page that visitors will find easy to use and to
return to. The term portal space is used to mean the total number of major sites
competing to be one of the portals.
Online Auction House: A virtual auction house accessed on the Internet where one
can list items to be sold, usually with accompanying photographs and
descriptions, and where would-be buyers can contact the seller by e-mail and
make offers to buy the items. The seller can then sell to the highest bidder or
otherwise choose which offer to accept and make arrangements with the buyer for
payment and delivery.
Quik Track aka R-track: The Company's proprietary customized software which
monitors traffic on the Company's website and which can be used by Store Tenants
or SuperSite Tenants to access information about traffic to the Company's
website and by SuperSite Tenants to access such information specific to the
individual SuperSite Tenant's own SuperSite.
R-eMail: The Company's free e-mail service available to subscribers to the
Company's basic Internet service as well as to SuperSite Tenants. The service
includes an e-mail address and the ability to send and receive e-mail over the
Internet.
R-Fun&Games: A site on the Rbid.com website where visitors can access and play a
variety of games and be linked to other sites on other websites for access to
additional games and can also access other features such as greeting cards,
cartoons, a chatroom and various sources of music over the Internet.
SuperMall: The virtual shopping mall created by Company which comprises
independent general and specialized retailers of goods and services (Independent
Stores) as well as Store Tenants and SuperSite Tenants.
Store Tenants: A business owner renting a virtual store located in the SuperMall
for the purpose of conducting e-commerce. A Store Tenant pays $29.95 per month
plus a 10% commission to Company on all sales made in his virtual store. For no
additional charge a Store Tenant has the use of Company's Website Store Builder
Software.
Subtier SuperSite Tenants: Persons who acquire a SuperSite (usually for a fee of
$995 plus a monthly maintenance fee of $99.95) sold to them by the SuperSite
Tenant, or thereafter sold to them by the Subtier SuperSite Tenant, and who
thereby become part of a revenue sharing group with the initial SuperSite Tenant
and with each other.
SuperSite: A SuperSite is an individual Website that can be acquired by
SuperSite Tenants. SuperSites incorporate the basic features of Rbid's website
but can be customized and separately marketed by the SuperSite Tenant who is
afforded the opportunity to market and generate traffic on his SuperSite and to
participate in revenues generated by Company through the activity on his
SuperSite.
SuperSite Tenants: Those persons who acquire a SuperSite and with it the right
to operate one Permitted Tenant Store and the right to lease out other Subtier
Tenant Stores and Subtier SuperSites, and to share in revenues and commissions
generated by Company from its various revenue sources.
Tenant Monthly Service Fee: The monthly payment of $29.95 by Tenant Store owners
for the privilege of operating a Tenant Store in the SuperMall and the ongoing
use of the Webstore Builder to establish, modify and update the Tenant Store.
Tenant Store: The virtual store owned and operated by those persons who pay the
monthly Tenant Installation Fee plus a 10% commission paid to Company on all
merchandise and service sales.
Website: A Web site is a collection of Web files on a particular subject that
includes a beginning file called a home page. From the home page, you can get to
all the other pages on the site.
30
<PAGE>
Item 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida General Corporation Law, under which the Company is incorporated,
gives a corporation the power to indemnify any of its directors, officers,
employees, or agents who are sued by reason of their service in such capacity to
the corporation provided that the director, officer, employee, or agent acted in
good faith and in a manner he believed to be in or not opposed to the best
interests of the corporation. With respect to any criminal action, he must have
had no reasonable cause to believe his conduct was unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF
THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS OR OTHERWISE, THE REGISTRANT
HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION
SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS,
THEREFORE, UNENFORCEABLE, IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION AGAINST
SUCH LIABILITIES (OTHER THAN THE PAYMENT BY THE REGISTRANT OF EXPENSES INCURRED
OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF THE REGISTRANT IN THE
SUCCESSFUL DEFENSE OF ANY ACTION, SUIT OR PROCEEDING) IS ASSERTED BY SUCH
DIRECTOR, OFFICER OR CONTROLLING PERSON IN CONNECTION WITH THE SECURITIES BEING
REGISTERED, THE REGISTRANT WILL, UNLESS IN THE OPINION OF ITS COUNSEL THE MATTER
HAS BEEN SETTLED BY CONTROLLING PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE
JURISDICTION THE QUESTION WHETHER SUCH INDEMNIFICATION BY IT IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF
SUCH ISSUE.
31
<PAGE>
PART F/S
FINANCIAL STATEMENTS AND EXHIBITS
Report of Independent Certified Public Accountants
Consolidated Financial Statements
Audited Balance Sheet for Fiscal Year ended December 31,
1998;
Audited Balance Sheet for Fiscal Year ended December 31,
1997;
Unaudited Balance Sheet for period commencing January 1,
1999 and ending September 30, 1999;
Unaudited Balance Sheet for period commencing January 1,
1998 and ending September 30, 1998;
Audited Statement of Operations for Fiscal Year ended
December 31, 1998,and 1997, and Inception to December
31, 1998;
Unaudited Statement of Operations for period commencing
January 1, 1999 and ending September 30, 1999 and 1998 and
Inception to September 30, 1999;
Unaudited Statement of Operations for period commencing
January 1, 1998 and ending September 30, 1998 and 1997 and
Inception to September 30, 1998;
Audited Statement of Cash Flows for Fiscal Year ended
December 31, 1998 and 1997 and Inception to December 31,
1998;
Unaudited Statement of Cash Flows for period commencing
January 1, 1999 and ending September 30, 1999 and 1998 and
Inception to September 30, 1999;
Unaudited Statement of Cash Flows for period commencing
January 1, 1998 and ending September 30, 1998 and 1997 and
Inception to September 30, 1998;
Audited Statement of Stockholders' Equity for Inception to
December 31, 1998;
Audited Statement of Stockholders' Equity for Fiscal Year
ended December 31, 1997.
Unaudited Statement of Equity for period commencing
January 1, 1999 and ending September 30, 1999 and
Inception to September 30, 1999.
Unaudited Statement of Stockholders' Equity for period
commencing January 1, 1998 and ending September 30, 1998
and Inception to September 30, 1998;
Notes to Consolidated Financial Statements
Index Format
Audited financial statements for the year ended December
31, 1997
Audited financial statements for the year ended December
31, 1998
Unaudited financial statements for the nine months ended
September 30, 1998
Unaudited financial statements for the nine months ended
September 30, 1999
32
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
May 20, 1998
December 31, 1997
December 31, 1996
<PAGE>
TABLE OF CONTENTS
-----------------
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . . F-1
ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . F-3
STATEMENT OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . F-4
STATEMENT OF STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . F-5
STATEMENT OF CASH FLOWS . . . . . . . . . . . . . . . . . . . . . . . . . F-6
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . .F-7 - F- 8
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1682 Tulita Drive Office: (702) 361-8414
Las Vegas, Nevada 89123 Fax No: (702) 896-0278
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors May 22, 1998
GCST Corp.
Orlando, Florida
I have audited the accompanying Balance Sheet of GCST Corp,, (Formerly
Gulf Coast Securities Transfer, Inc.), (A Development Stage Company), as of May
20, 1998, December 31, 1997, and December 31, 1996, and the related statements
of operations, stockholders' equity and cash flows for the two years ended
December 31, 1997, December 31, 1996, and the period January 1, 1998 to May 20,
1998. Those financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the Financial position of GCST Corp.,
(Formerly Gulf Coast Securities Transfer, Inc.), (A Development Stage Company)
as of May 20, 1998, December 31, 1997, and December 31, 1996, and the results of
its operations and cash flows for the two years ended December 31, 1997, and
December 31, 1996, and the period January 1, 1998 to May 20, 1998, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regards to these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
By: /s/ Barry L. Friedman
-------------------------
Barry L. Friedman
Certified Public Accountant
F-1
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)
BALANCE SHEET
-------------
ASSETS
------
<TABLE>
<CAPTION>
May 20, December December
1998 31, 1997 31, 1996
------------- ------------- -------------
<S> <C> <C> <C>
CURRENT ASSETS: $ 0 $ 0 $ 0
------------- ------------- -------------
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
------------- ------------- -------------
OTHER ASSETS: $ 0 $ 0 $ 0
------------- ------------- -------------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------------- ------------- -------------
TOTAL ASSETS $ 0 $ 0 $ 0
============= ============= =============
</TABLE>
See accompanying notes to financial statements & audit report
F-2
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
May 20, December December
1998 31, 1997 31, 1996
------------- ------------- -------------
<S> <C> <C> <C>
CURRENT LIABILITIES:
Account Payables $ 1,772 $ 0 $ 0
------------- ------------- -------------
TOTAL CURRENT LIABILITIES $ 1,772 $ 0 $ 0
------------- ------------- -------------
STOCKHOLDERS' EQUITY (Note 1)
Common stock, $.001 per value
Authorized 1,000 Shares issued
And outstanding at
December 31, 1996 - 1,000 shares $ 0 $ 0 $ 1
------------- ------------- -------------
December 31, 1997 - 1,000 shares $ 0 $ 1 $ 0
------------- ------------- -------------
Common stock, $001 per value
Authorized 50,000,000 shares
Issued and outstanding at
May 20, 1998 - 1,000,000 shares $ 1,000 $ 999 $ 999
Additional Paid in Capital $ 0 $ 0 $ 0
Accumulated Loss $ -2,772 $ -1,000 $ -1,000
------------- ------------- -------------
TOTAL STOCKHOLDERS' EQUITY $ -1,772 $ 0 $ 0
------------- ------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
============= ============= =============
</TABLE>
See accompanying notes to financial statements & audit report
F-3
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
<TABLE>
<CAPTION>
Jan. 1 Year Year Oct 4, 1988
1998 to Ended Ended (inception)
May 20, December December May 20,
1998 31, 1997 31, 1996 1998
---------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
---------- ---------- ------------- -------------
EXPENSES:
General Selling &
Administrative $ 1,772 $ 0 $ 0 $ 2,772
---------- ---------- ------------- -------------
Total Expenses $ 1,772 $ 0 $ 0 $ 2,772
---------- ---------- ------------- -------------
Net Loss $ -1,772 $ 0 $ 0 $ -2,772
========== ========== ============= =============
Net Loss per weighted share (Note 2) $ -.0008 $ .0000 $ .0000 $ -.0028
========== ========== ============= =============
Weighted average number of common
Shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
========== ========== ============= =============
</TABLE>
See accompanying notes to financial statements & audit report
F-4
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
<TABLE>
<CAPTION>
Additional
COMMON STOCK Paid in Accumulated
Shares Amount Capital Deficit
--------- ----- ------------- ------------
<S> <C> <C> <C> <C>
Balance,
December 31, 1995 1,000 $ 1 $ 999 $ -1,000
Net loss year ended
December 31, 1996 0 $ 0 $ 0 $ 0
--------- ----- ------------- ------------
Balance,
December 31, 1996 1,000 $ 1 $ 999 $ -1,000
Net loss year ended
December 31, 1997 0 $ 0 $ 0 $ 0
--------- ----- ------------- ------------
Balance,
December 31, 1997 1,000 $ 1 $ 999 $ -1,000
May 19, 1998
Forward stock split
1,000:1 999,000 $+999 $ -999
Net loss
January 1, 1998
To May 20, 1998 $ -1,772
--------- ----- ------------- ------------
Balance,
May 20, 1998 1,000,000 $1,000 $ 0 $ -2,772
========= ===== ============= ============
</TABLE>
See accompanying notes to financial statements & audit report
F-5
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)
STATEMENT OF CASH FLOW
----------------------
<TABLE>
<CAPTION>
Jan. 1 Year Year Oct 4, 1988
1998 to Ended Ended (inception)
May 20, December December May 20,
1998 31, 1997 31, 1996 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Cash Flow from:
Operating Activities:
Net Loss $ -1,772 $ 0 $ 0 $ -2,772
Adjustment to reconcile
Net loss to net cash
Provided by operating
Activities 0 0 0 0
Changes in assets and liabilities:
Increase in current liabilities: $ +1,772 $ 0 $ 0 $ +1,772
---------- ---------- ---------- ----------
Net cash used in operating activities $ 0 $ 0 $ 0 $ -1,000
Cash flow from investing activities $ 0 $ 0 $ 0 $ 0
Cash flows from Financing Activities:
Issuance of common stock for
Services $ 0 $ 0 $ 0 $ +1,000
---------- ---------- ---------- ----------
Net Increase (Decrease) in cash $ 0 $ 0 $ 0 $ 0
Cash, beginning of period $ 0 $ 0 $ 0 $ 0
---------- ---------- --------- ----------
Cash, end of period $ 0 $ 0 $ 0 $ 0
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements & audit report
F-6
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company) May
20, 1998, December 31, 1997 and December 31, 1996
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - History and Organization of Company
--------------------------------------------
The Company was organized October 4, 1988, under the laws of the State
of Florida as Gulf Coast Securities Transfer, Inc. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development company.
On September 1, 1989, the Company issued 1,000 shares of its $.001 per
value common stock for services of $1,000..
On May 19, 1998, the State of Florida approved the Company's related
Articles of Incorporation, which increased its capitalization from 1,000 common
shares to 50,000,000 common shares. The par value was unchanged at $.001.
On May 19, 1998, the Company forward split its common stock 1,000:1,
thus increasing the number of outstanding common stock shares from 1,000 shares
to l,000,000 shares.
On May 19, 1998, the Company changed its name to GCST Corp.
NOTE 2 - Accounting Policies and Procedures:
--------------------------------------------
The Company has not determined its accounting policies and procedures,
except as follows:
1. The Company uses the actual method of accounting.
2. Earning or loss per share is calculated using the weighted averaged
number of common shares outstanding.
3. The Company has of yet adopted any policy regarding payments of
dividends. No dividends have been paid since inception.
NOTE 3 - Warrants and Opinions:
-------------------------------
There are no warrants or options outstanding to issue any additional
shares of common stock of the Company.
F-7
<PAGE>
GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company) May
20, 1998, December 31, 1997 and December 31, 1996
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 4 - Going Concern:
-----------------------
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 5 - Related Party Transactions:
------------------------------------
The Company neither owns or leases any real or personal property.
Office services are provided without charge by an officer. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors of the company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
F-8
<PAGE>
RBID.COM, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1998
(Unaudited)
ASSETS
------
Software $ 15,660
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 1,772
--------
Total Current Liabilities 1,772
--------
Stockholders' Equity
Common stock, $0.001 par value, 50,000,000 shares authorized;
6,500,000 shares issued and outstanding 6,500
Additional paid in capital 11,050
Deficit accumulated during the development stage (3,662)
--------
Total Stockholders' Equity 13,888
--------
Total Liabilities and Stockholders' Equity $ 15,660
========
See accompanying notes to financial statements.
F-9
<PAGE>
RBID.COM, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1998 1997 1998
------------------ ------------------ --------------------
<S> <C> <C> <C>
Revenue $ -- $ -- $ --
----------- ----------- ----------
Expenses:
General and administrative 3,662 -- 3662
Depreciation
----------- ----------- ----------
Total Operating Expenses 3,662 -- 3662
----------- ----------- ----------
Operating Loss (3,662) -- (3662)
----------- ----------- ----------
Net Loss ($ 3,662) -- ($ 3,662)
=========== =========== ==========
Per Share Information:
Weighted Average Shares Outstanding -
Basic and Diluted 2,144,444 1,000,000 1,085,833
=========== =========== ==========
Net Loss Per Common Share - Basic and Diluted $ -- $ -- $ --
=========== =========== ==========
</TABLE>
See accompanying notes to financial statements.
F-10
<PAGE>
<TABLE>
<CAPTION>
RBID.COM, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period October 4, 1988 (Inception) to September 30, 1998
(Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance at October 4, 1988 -- $ -- $ -- $ -- $ --
Issuance of stock for services
September 1, 1989 1,000 1 999 (1,000) --
Forward stock split 1,000 to 1
May 19, 1998 999,000 999 (999) -- --
Issuance of common stock to purchase
software August 24, 1998 5,800,000 5,800 9,860 -- 15,660
Redemption of Common Stock
August 24, 1998 (1,000,000) (1,000) -- 1,000 --
Issuance of stock for services
rendered August 25, 1998 through
September 30, 1998 700,000 700 1,190 -- 1,890
Net loss for the year ended
September 30,1998 -- -- -- (3,662) (3,662)
---------- ---------- ---------- ---------- ----------
Balance, September 30, 1998 6,500,000 $ 6,500 $ 11,050 ($ 3,662) $ 13,888
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-11
<PAGE>
RBID.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1998 1997 1998
--------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (3,662) -- $ (3,662)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Consulting services contributed 1,890 -- 1,890
Increase in operating assets:
Accounts payable 1,772 -- 1,772
-------- ------- --------
Net cash provided by operating activities: -- -- --
-------- ------- --------
NET INCREASE IN CASH -- -- --
CASH, beginning of year -- -- --
-------- ------- --------
CASH, end of period $ -- $ -- $ --
======== ======= ========
NON CASH TRANSACTION
Issuance of common stock for software $ 15,660 -- $ 15,660
SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the year for:
Interest $ --
Income taxes $ --
</TABLE>
See accompanying notes to financial statements.
F-12
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Organization
------------
The Company was incorporated October 4, 1988 in the State of Florida under the
name of Gulf Coast Securities Transfer, Inc. On May 19, 1998 the Company's name
was changed to GCST Corp. and Amended Articles of Incorporation. The name was
again changed to Rbid.com, Inc. on April 6, 1999 and a second set of amended
Articles of Incorporation was filed with the State of Florida. The Company is a
development stage Company. The Company's primary concentrations are in providing
internet access services, e-commerce solutions, online shopping, online auctions
and classified advertising of consumers and small to medium businesses.
Net Income (Loss) Per Share
---------------------------
The net income (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average of common shares outstanding for the
period. For the nine months ended September 30, 1998 and 1997 and for the period
October 4, 1998 (Inception) to September 30, 1998 potential common shares and
the computation of diluted earnings per share are not considered as their effect
would be anti-dilutive.
Estimates
---------
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ
significantly from those estimates.
Software and website development costs
--------------------------------------
The software asset represents the cost of online mall development software
acquired and is being amortized using the straight line method over three years.
There was no amortization of the software asset expensed to operations for the
nine months ended September 30, 1998.
Software and website development costs incurred in developing the Company's
webiste are accounted for in accordance with SOP 98-1. Software and website
development costs include amounts incurred by the Company to develop, enhance,
manage, monitor and operate the Company's website. External direct costs of
materials and services consumed in developing or obtaining internal -use
computer software, payroll and payroll-related costs for employees who devote
time directly related to the internal-use computer software project, and
interest costs incurred while developing internal-use computer software are
capitalized. Product development costs, preliminary project and past
implementation product costs are expensed as incurred. Internal costs for
upgrades and enhancements that result in probable additional functionality are
capitalized.
F-13
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
(Unaudited)
Impairment of Long-Lived Assets
-------------------------------
The Company accounts for the carrying value of long-lived assets in accordance
with the requirements of FAS 121 "Accounting for the Impairment of Long-Lived
Assets". As of September 30, 1998, no asset impairment needs to be recognized.
Comprehensive Income
--------------------
There were no items of other comprehensive income in the nine months ended
September 30, 1998 and 1997 and the period October 4, 1988 (Inception) to
September 30, 1998; thus, net income is equal to comprehensive income for the
period.
Cash and Cash Equivalents
-------------------------
The Company considers all short-term, highly liquid investments with an original
maturity date of three months or less at date of purchase to be cash
equivalents. Cash and cash equivalents are stated at cost, which approximates
fair value.
Revenue Recognition
-------------------
Commission from store revenues represent referral fees for purchases made on
independent or tenant stores from the Company's website. The Company recognizes
commissions from store revenues when received.
Revenues from tenants consist of installation fees and monthly service fees
charged to store tenants and supersite tenants for installation of store or
supersite software and for use of the software and affiliation to the Company's
supersite mall. The Company recognizes revenues from tenants over the period
that services are provided.
Advertising and click through revenues represent referral fees paid by unrelated
websites for click through traffic to unrelated websites that are generated from
banner ad, promotion, informational listing and other inducement links that are
displayed on the Company's website. The Company recognizes advertising and click
through revenues when received.
Internet service provider fees represent monthly fees charged for internet
service. The Company recognizes revenues from internet service provider fees
over the period that services are provided.
F-14
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
(Unaudited)
Advertising Costs
-----------------
The Company expenses all advertising costs as incurred.
Concentration of Business and Credit Risk
-----------------------------------------
The Company has exposure to credit risk to the extent that its cash and cash
equivalents exceed amounts covered by federal deposit insurance. The Company
believes that its credit risk is not significant.
The Company plans to do business in the international market. The Company's
ability to collect the amounts due from its customers is affected by economic
conditions in its industry and the geographical area in which it conducts
business.
Note 2. Stockholders' Equity
In 1998, the State of Florida approved the Company's restated Articles of
Incorporation, which increased its capitalization from 1,000 common shares to
50,000,000 common shares. The par value was unchanged at $.001.
Also, in 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 to 1,000,000
shares.
In 1998 the Company issued 5,800,000 shares of common stock for software valued
at $15,660. Prior stockholders of common stock of the 1,000,000 outstanding
shares were redeemed in 1998.
In addition, the Company for the nine months ended September 30, 1998 issued
700,000 shares to consultants for services rendered valued at $1,890.
Note 3. Income Taxes
The Company anticipates it will have a Federal net operating loss carryforward
of estimated at $5,600, which will expire in the year 2018. The tax benefit of
this net operating loss of approximately has been offset by a full allowance for
realization.
Note 4. Year 2000
The Company has assessed its exposure to date sensitive computer software
programs that may not be operative subsequent to 1999 and has implemented a
requisite course of action to minimize Year 2000 risk and ensure that neither
significant costs nor disruption of normal business operations are encountered.
However, because there is no guarantee that all systems of outside vendors or
other entities on which the Company's operations rely will be Year 2000
compliant, the Company remains susceptible to consequences of the Year 2000
issue.
F-15
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
(Unaudited)
Note 5. Subsequent Events
In 1999 the Company received funds of approximately $252,000 from an exempt
securities offering pursuant to Regulation D Rule 504. Common stock was issued
based on a subscription price of $1.00 per share for the 1,000,000 share
offering. The costs of the offering of approximately $118,000 was recorded as a
reduction to additional paid in capital. Consulting service shares issued
totaled 630,000. The Company also issued 450,000 restricted shares for services
in 1999 at $1.00 per share.
In 1999, the President of the Company entered into a stock purchase agreement
with an unrelated company pursuant to which the President agreed to sell and the
unrelated company agreed to purchase 2,300,000 shares of common stock of the
President's in the Company for a total consideration of $750,000. The unrelated
company assumed control of the Company and the directors and officers of the
Company resigned and new directors and officers were elected.
The Company entered into an operating lease for office space in July 1999. The
lease has a six month term with monthly payments of $2,794
Note 6. Commitments and Contingencies
The Company entered into a marketing agreement dated April, 1999, with a firm to
market website sales. The agreement has been terminated based on terms of the
agreement due to a change in management. Certain claims are outstanding which
are being settled by the Company as they occur and based on the development
stage of the Company are considered material by management.
F-16
<PAGE>
Rbid.com, Inc.
(A Development Stage Company)
As of December 31, 1998
and for the years ended
December 31, 1998 and 1997
and for the period October 4, 1988 (Inception)
to December 31, 1998
F-17
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Rbid.com, Inc.
Laguna Hills, California
We have audited the accompanying balance sheet of Rbid.com, Inc. (A Development
Stage Company) as of December 31, 1998, and the related statements of
operations, stockholders' equity, and cash flows for the year ended December 31,
1998 and for the period October 4, 1988 (Inception) to December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rbid.com, Inc. as of December
31, 1998, and the results of its operations, and its cash flows for the year
ended December 31, 1998 and for the period October 4, 1988 (Inception) to
December 31, 1998, in conformity with generally accepted accounting principles.
By:/s/Stark Tinter & Associates, LLC
------------------------------------
Stark Tinter & Associates, LLC
Englewood, Colorado
October 25, 1999
F-18
<PAGE>
Rbid.com, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 1998
ASSETS
------
Software $ 15,660
--------
$ 15,660
========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities
Accounts payable $ 1,772
--------
Commitments and contingencies --
Stockholders' equity
Common stock, $0.001 par value,
50,000,000 shares authorized;
6,928,500 shares issued and
outstanding 6,928
Additional paid in capital 11,779
Deficit accumulated during the
development stage (4,819)
--------
Total stockholders' equity 13,888
--------
$ 15,660
========
See accompanying notes to consolidated financial statements.
F-19
<PAGE>
Rbid.com, Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Period
October 4, 1988
Year ended Year ended (Inception) to
December 31, December 31, December 31,
1998 1997 1998
----------- --------- -----------
<S> <C> <C> <C>
Revenue $ -- $ -- $ --
----------- --------- -----------
Expenses:
General and administrative 4,819 -- 4,819
----------- --------- -----------
Total operating expenses 4,819 -- 4,819
----------- --------- -----------
Operating (loss) (4,819) -- (4,819)
----------- --------- -----------
Net (loss) $ (4,819) $ -- $ (4,819)
=========== ========= ===========
Per share information:
Weighted average shares
outstanding - basic and diluted 3,286,896 1,000,000 1,207,900
=========== ========= ===========
Net (loss) per common share - basic
and diluted $ NIL $ -- $ NIL
=========== ========= ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-20
<PAGE>
Rbid.com, Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
Period
October 4, 1988
Year ended Year ended (Inception) to
December 31, December 31, December 31,
1998 1997 1998
-------- --- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ (4,819) $-- $ (4,819)
-------- --- --------
Adjustments to reconcile net (loss)
to net cash provided by
(used in) operating activities:
Consulting services contributed 3,047 -- 3,047
Changes in assets and liabilities:
Increase in accounts payable 1,772 -- 1,772
-------- --- --------
Total adjustments 4,819 -- 4,819
-------- --- --------
Net cash (used in) operating
activities -- -- --
-------- --- --------
Cash flows from investing activities:
Purchase of fixed assets -- -- --
-------- --- --------
Net cash (used in) investing activities -- -- --
-------- --- --------
Cash flows from financing activities:
Net proceeds from issuance of common
stock, net of issuance costs -- -- --
-------- --- --------
Net cash provided by financing activities -- -- --
-------- --- --------
Net increase in cash -- -- --
Cash, beginning -- -- --
-------- --- --------
Cash, ending $ -- $-- $ --
======== === ========
Non-cash transactions
Issuance of common stock for
software $ 15,660 $ 15,660
======== === ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-21
<PAGE>
Rbid.com, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
For the period October 4, 1988 (Inception) to December 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional during the
Common Stock Paid in Development
Shares Amount Capital Stage Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance at October 4, 1988 -- $ -- $ -- $ -- $ --
Issuance of stock for services
September 1, 1989 1,000 1 999 (1,000) --
Forward stock split 1,000 to 1
May 19, 1998 999,000 999 (999) -- --
Issuance of stock to purchase
software August 24, 1998 5,800,000 5,800 9,860 -- 15,660
Redemption of common stock
August 24, 1998 (1,000,000) (1,000) -- 1,000 --
Issuance of stock for services
rendered August 25, 1998 through
December 31, 1998 1,128,500 1,128 1,919 -- 3,047
Net loss for the year ended
December 31, 1998 -- -- -- (4,819) (4,819)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 1998 6,928,500 $ 6,928 $ 11,779 $ (4,819) $ 13,888
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-22
<PAGE>
Rbid.com
(A Development Stage Company)
Notes to Financial Statements
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on October 4, 1988 in the State of Florida
under the name of Gulf Coast Securities Transfer, Inc. On May 19, 1998
the Company's name was changed to GCST Corp. and amended Articles of
Incorporation were filed. The name was again changed to Rbid.com, Inc.
on April 6, 1999 and a second set of amended Articles of Incorporation
was filed with the State of Florida. The Company is a development stage
company. The Company's primary concentrations are in providing internet
access services, e-commerce solutions, online shopping, online auctions
and classified advertising of consumers and small to medium sized
businesses.
Software and website development costs
The software asset represents the cost of online mall development
software acquired and is being amortized using the straight line method
over three years. There was no amortization of the software asset
expensed to operations for the year ended December 31, 1998.
Software and website development costs incurred in developing the
Company's website are accounted for in accordance with SOP 98-1.
Software and website development costs include amounts incurred by the
Company to develop, enhance, manage, monitor and operate the Company's
website. External direct costs of materials and services consumed in
developing or obtaining internal-use computer software, payroll and
payroll-related costs for employees who devote time directly related to
the internal-use computer software project, and interest costs incurred
while developing internal-use computer software are capitalized.
Product development costs, preliminary project and past implementation
product costs are expensed as incurred. Internal costs for upgrades and
enhancements that result in probable additional functionality are
capitalized.
Impairment of long-lived assets
The Company periodically reviews the carrying amount of its
identifiable assets to determine whether current events or
circumstances warrant adjustments to such carrying amounts. If an
impairment adjustment is deemed necessary, such loss is measured by the
amount that the carrying value of such assets exceeds their fair value.
Considerable management judgement is necessary to estimate the fair
value of assets, accordingly, actual results could vary significantly
from such estimates. Assets to be disposed of are carried at the lower
of their financial statement carrying amount or fair value less costs
to sell. As of December 31, 1998, management does not believe there is
any impairment of the carrying amounts of assets.
Revenue recognition
Commissions from store revenues represent referral fees for purchases
made on independent or tenant stores from the Company's website. The
Company recognizes commissions from store revenues when received.
F-23
<PAGE>
Rbid.com
(A Development Stage Company)
Notes to Financial Statements
Revenues from tenants consist of installation fees and monthly service
fees charged to store tenants and supersite tenants for installation of
store or supersite software and for use of the software and affiliation
to the Company's supersite mall. The Company recognizes revenues from
tenants over the period that services are provided.
Advertising and click through revenues represent referral fees paid by
unrelated websites for click through traffic to unrelated websites that
are generated from banner ad, promotion, informational listing and
other inducement links that are displayed on the Company's website. The
Company recognizes advertising and click through revenues when
received.
Internet service provider fees represent monthly fees charged for
internet service. The Company recognizes revenues from internet service
provider fees over the period that services are provided.
Net income per share
The net income per share is computed by dividing the net income for the
period by the weighted average number of common shares outstanding for
the period. For the years ended December 31, 1998 and 1997 and for the
period October 4, 1988 (Inception) to December 31, 1998. potential
common shares and the computation of diluted earnings per share are not
considered as their effect would be anti-dilutive.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
Comprehensive Income
There were no items of other comprehensive income in the years ended
December 31, 1998 and 1997 and the period October 4, 1988 (Inception)
to December 31,1998; thus, net income is equal to comprehensive income
for the period.
Note 2. SOFTWARE ASSET
In August 1998, the Company entered into an agreement to purchase
online mall development software in exchange for 5,800,000 shares of
common stock at the predecessor cost of the asset which was $15,660.
This transaction will be accounted for as the purchase of a software
asset.
Note 3. STOCKHOLDERS' EQUITY
In 1998, the state of Florida approved the Company's restated Articles
of Incorporation, which increased its capitalization from 1,000 common
shares to 50,000,000 common shares. The par value was unchanged at
$.001.
F-24
<PAGE>
Rbid.com
(A Development Stage Company)
Notes to Financial Statements
Also, in 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 to
1,000,000 shares.
In 1998 the Company issued 5,800,000 shares of common stock for
software valued at $15,660. Prior stockholders of common stock of the
1,000,000 outstanding shares were redeemed in 1998.
In addition, the Company in 1998 issued 1,128,500 shares to consultants
for services rendered valued at $3,047.
Note 4. INCOME TAXES
The Company has a Federal net operating loss carryforward of
approximately $5,600, which will expire in the year 2018. The tax
benefit of this net operating loss has been offset by a full allowance
for realization.
Note 5. YEAR 2000
The Company has assessed its exposure to date sensitive computer
software programs that may not be operative subsequent to 1999 and has
implemented a requisite course of action to minimize Year 2000 risk and
ensure that neither significant costs nor disruption of normal business
operations are encountered. However, because there is no guarantee that
all systems of outside vendors or other entities on which the Company's
operations rely will be 2000 compliant, the Company remains susceptible
to consequences of the Year 2000 issue.
Note 6. SUBSEQUENT EVENTS
In 1999 the Company received funds of approximately $252,000 from an
exempt securities offering pursuant to Regulation D Rule 504. Common
stock was issued based on a subscription price of $1.00 per share for
the 1,000,000 share offering. The costs of the offering of
approximately $118,000 was recorded as a reduction to additional paid
in capital. Consulting service shares issued totaled 630,000. The
Company also issued 450,000 restricted shares for services in 1999 at
$1.00 per share.
In October 1999, the President of the Company entered into a stock
purchase agreement with an unrelated company pursuant to which the
President agreed to settle claims relating to a marketing agreement
with 788,938 of his personal shares and sell 2,300,000 of his personal
shares of common stock in the Company for a total consideration of
$500,000. The Company also agreed to issue 3,802,863 shares to the
unrelated party in exchange for $750,000 in cash or an irrevocable
letter of credit. The unrelated company assumed control of the Company
in October 1999 and the directors and officers of the Company resigned
and new directors and officers were elected. The monies and the
President's stock were placed in an escrow account in accordance with
the agreement. The Company borrowed $228,000 from the escrow account in
1999 for operating purposes in accordance with the agreement. The
transaction did not close until March 2000.
F-25
<PAGE>
Rbid.com
(A Development Stage Company)
Notes to Financial Statements
The Company entered into an operating lease for office space in July
1999. The lease has a six month term with monthly payments of $2,794.
Note 7. Commitments and contingencies
The Company entered into a marketing agreement dated April, 1999, with
a firm to market website sales. The agreement has been terminated based
on terms of the agreement due to a change in management. Certain claims
are outstanding which are being settled by the Company as they occur
and based on the development stage of the Company are considered
material by management.
F-26
<PAGE>
<TABLE>
<CAPTION>
RBID.COM, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
(Unaudited)
ASSETS
------
September 30,
1999
-----------
Current Assets
<S> <C>
Cash $ 6,955
Deposits 2,608
-----------
Total Current Assets 9,563
-----------
Property and equipment, net of accumulated
depreciation 33,042
-----------
Total Assets $ 42,605
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 76,584
Payroll taxes payable 11,856
Loan payable, stockholder 131,055
-----------
Total Current Liabilities 219,495
-----------
Stockholders' Equity
Common stock, $0.001 par value, 50,000,000 shares
authorized; 8,378,500 shares issued and outstanding 8,378
Additional paid in capital 1,341,590
Deficit accumulated during the development stage (1,526,858)
-----------
Total Stockholders' Equity (176,890)
-----------
Total Liabilities and Stockholders' Equity $ 42,605
===========
</TABLE>
See accompanying notes to financial statements.
F-27
<PAGE>
<TABLE>
<CAPTION>
RBID.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1999 1998 1999
----------------- ---------------- ---------------
<S> <C> <C> <C>
Revenue $ -- $ -- $ --
----------- ----------- -----------
Expenses:
Selling, general and administrative 1,520,819 3,662 1,525,638
Depreciation 1,220 -- 1,220
----------- ----------- -----------
Total Operating Expenses 1,522,039 3,662 1,526,858
----------- ----------- -----------
Operating Loss (1,522,039) (3,662) (1,526,858)
----------- ----------- -----------
Net Loss $(1,522,039) $ (3,662) $(1,526,858)
=========== =========== ===========
Per Share Information:
Weighted Average Shares Outstanding -
Basic and Diluted 7,783,500 2,144,444 1,670,411
=========== =========== ===========
Net Loss Per Common Share - Basic and Diluted $ (0.20) $ -- $ (0.91)
=========== =========== ===========
</TABLE>
See accompanying accountant's notes to financial statement.
F-28
<PAGE>
<TABLE>
<CAPTION>
RBID.COM, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period October 4, 1988 (Inception) to September 30, 1999
(Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at October 4, 1988 -- $ -- $ -- $ -- $ --
Issuance of stock for services
September 1, 1989 1,000 1 999 (1,000) --
Forward stock split 1,000 to 1
May 19, 1998 999,000 999 (999) -- --
Issuance of common stock to purchase
software August 24, 1998 5,800,000 5,800 9,860 -- 15,660
Redemption of Common Stock
August 24, 1998 (1,000,000) (1,000) -- 1,000 --
Issuance of stock for services
rendered August 25, 1998 through
December 31, 1998 1,128,500 1,128 1,919 -- 3,047
Net loss for the year ended
December 31,1998 -- -- -- (4,819) (4,819)
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1998 6,928,500 6,928 11,779 (4,819) 13,888
----------- ----------- ----------- ----------- -----------
Issuance of Common Stock
Reg. D Rule 504 (Note 3) 1,000,000 1,000 880,261 -- 881,261
Issuance of Common Stock 450,000 450 449,550 -- 450,000
Net loss for the nine months ended
September 30, 1999 -- -- -- (1,522,039) (1,522,039)
----------- ----------- ----------- ----------- -----------
Balance, September 30, 1999 8,378,500 $ 8,378 $ 1,341,590 ($1,526,858) $ 176,890
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
F-29
<PAGE>
<TABLE>
<CAPTION>
RBID.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1999 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,522,039) $ (3,662) $(1,526,858)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Consulting services contributed 1,080,000 1,890 1,083,047
Depreciation 1,220 -- 1,220
Increase in operating assets:
Deposits (2,608) -- (2,608)
Accounts payable & taxes payable 86,668 1,772 88,440
----------- ----------- -----------
Net cash used in operating activities: (356,759) -- (356,759)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (18,602) -- (18,602)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock,
net of issuance costs 251,261 -- 251,261
Loan payable, stockholder 131,055 -- 131,055
----------- ----------- -----------
Net cash provided by financing activities 382,316 -- 382,316
----------- ----------- -----------
NET INCREASE IN CASH 6,955 -- 6,955
CASH, beginning of year -- -- --
----------- ----------- -----------
CASH, end of period $ 6,955 $ -- $ 6,955
=========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the year for:
Interest $ --
Income taxes $ --
</TABLE>
See accompanying notes to financial statements.
F-30
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Organization
------------
The Company was incorporated on October 4, 1988, in the State of Florida under
the name of Gulf Coast Securities Transfer, Inc. On May 19, 1998, the Company's
name was changed to GCST Corp. and Amended Articles of Incorporation. The name
was again changed to Rbid.com, Inc. on April 6, 1999 and a second set of Amended
Articles of Incorporation were filed with the State of Florida. The Company is a
development stage Company. The Company's primary concentrations are in providing
internet access services, e-commerce solutions, online shopping, online auctions
and classified advertising to consumers and small to medium businesses.
Net Income (Loss) Per Share
---------------------------
The net income (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average of common shares outstanding for the
period. For the nine months ended September 30, 1999 and 1998, and for the
period October 4, 1988 (Inception) to September 30, 1999, potential common
shares and the computation of diluted earnings per share are not considered as
their effect would be anti-dilutive.
Estimates
---------
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ
significantly from those estimates.
Property, Equipment and Software
--------------------------------
Property and equipment are recorded at cost and equipment is primarily
computers. Depreciation has been calculated on the accelerated cost recovery
method at rates based on five to seven years estimated lives.
Software and website development costs incurred in developing the Company's
website are accounted for in accordance with SOP 98-1. Software and website
development costs include amounts incurred by the Company to develop, enhance,
manage, monitor and operate the Company's website. External direct costs of
materials and services consumed in developing or obtaining internal -use
computer software, payroll and payroll-related costs for employees who devote
time directly related to the internal-use computer software project, and
interest costs incurred while developing internal-use computer software are
capitalized. Product development costs, preliminary project and past
implementation product costs are expensed as incurred. Internal costs for
upgrades and enhancements that result in probable additional functionality are
capitalized.
F-31
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
Impairment of Long-Lived Assets
----------------------]---------
The Company accounts for the carrying value of long-lived assets in accordance
with the requirements of FAS 121 "Accounting for the Impairment of Long-Lived
Assets". As of September 30, 1998, no asset impairment needs to be recognized.
Comprehensive Income
--------------------
Effective January 1, 1999, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (Statement 130). This
statement is effective for financial statements issued for periods beginning
after December 15, 1997. Statement 130 established standards for reporting and
display of comprehensive income and its components in a full set of general
purpose financial statements. Statement 130 requires that all items recognized
under accounting standards as components of comprehensive income be reported in
a financial statement with equal prominence as other statements. There were no
items of other comprehensive income in the nine months ended September 30, 1999
and 1998, and the period October 4, 1988 (Inception) to September 30, 1999;
thus, net income is equal to comprehensive income for the period.
In 1999, the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 131 defines how operating segments are determined and requires
disclosure of certain financial and descriptive information about the Company's
operating segments. Under current conditions, the Company has one reporting
segment.
Cash and Cash Equivalents
-------------------------
The Company considers all short-term, highly liquid investments with an original
maturity date of three months or less at date of purchase to be cash
equivalents. Cash and cash equivalents are stated at cost, which approximates
fair value.
Revenue Recognition
-------------------
Commission from store revenues represent referral fees for purchases made on
independent or tenant stores from the Company's website. The Company recognizes
commissions from store revenues when received.
Revenues from tenants consist of installation fees and monthly service fees
charged to store tenants and supersite tenants for installation of store or
supersite software and for use of the software and affiliation to the Company's
supersite mall. The Company recognizes revenues from tenants over the period
that services are provided.
F-32
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
Advertising and click through revenues represent referral fees paid by unrelated
websites for click through traffic to unrelated websites that are generated from
banner ad, promotion, informational listing and other inducement links that are
displayed on the Company's website. The Company recognizes advertising and click
through revenues when received.
Internet service provider fees represent monthly fees charged for internet
service. The Company recognizes revenues from internet service provider fees
over the period that services are provided.
Advertising Costs and Marketing Costs
-------------------------------------
The Company expenses all advertising costs as incurred. Advertising expense for
the nine months ended September 30, 1999 amounted to $39,905. Marketing costs
totaled $112,139 for the nine months ended September 30, 1999. In addition the
Company issued restricted common stock shares for marketing development valued
at $ 600,000 during the nine months ended September 30, 1999 or a grand total of
$ $ 752,044
Research and Development
------------------------
Research and development costs are expensed as incurred. Research and
development costs for the nine months ended September 30, 1999 totaled $
177,705. Marketing and development costs totaled $600,000 as explained above in
Advertising Costs and Marketing Costs.
Concentration of Business and Credit Risk
-----------------------------------------
The Company has exposure to credit risk to the extent that its cash and cash
equivalents exceed amounts covered by federal deposit insurance. The Company
believes that its credit risk is not significant.
The Company plans to do business in the international market. The Company's
ability to collect the amounts due from its customers is affected by economic
conditions in its industry and the geographical area in which it conducts
business.
Note 2. Property, Equipment and Software
Property, equipment, and software consisted of the following at September 30,
1999:
Equipment $ 18,602
Less accumulated depreciation (1,220)
---------
17,382
Software 15,660
---------
$ 33,042
F-33
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
Note 3. Stockholders' Equity
In 1998, the State of Florida approved the Company's restated Articles of
Incorporation, which increased its capitalization from 1,000 common shares to
50,000,000 common shares. The par value was unchanged at $.001.
Also, in 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 to 1,000,000
shares.
In August, 1998, the Company issued 5,800,000 shares of common stock for
software valued at $15,660. Prior stockholders of common stock of the 1,000,000
outstanding shares were redeemed in 1998.
The Company for the quarter ended September 30, 1998, issued 700,000 restricted
common stock shares to consultants for services rendered valued at $1,890 and
428,500 restricted common stock shares to consultants in the fourth quarter 1998
valued at $1,156. Common stock shares outstanding were 6,500,000 shares as of
September 30, 1998 and 6,928,500 shares at December 31, 1998.
In the quarter ended March 31, 1999 the Company issued 390,000 shares of
restricted common stock for $1.00 per share or $390,000 for consulting services
pursuant to a Regulation D Rule 504 SEC offering which totaled 1,000,000 common
stock shares. Common stock shares outstanding at March 31, 1999 totaled
7,318,500,
Under the Regulation D Rule 504 offering the Company in the quarter ended June
30, 1999 received funds of $252,000 after expenses of $118,000 on issuing
370,000 shares of restricted common stock at $1.00 per share. Also issued were
240,000 common shares for consulting services at $1.00 per share or $240,000 for
the balance of the 1,000,000 shares of the offering. In addition, in the quarter
ended June 30, 1999, the Company for consulting services issued 450,000 shares
of restricted common stock at $1.00 per share (total of $450,000). No shares
were issued to an affiliated party. Outstanding common stock shares were
8,378,500 as of June 30, 1999 and September 30, 1999.
Note 4. Loan Payable - Stockholder
During the three months ended September 30, 1999 the primary shareholder loaned
the Company a net amount of $131,055 with a ninety day maturity term on a non
interest basis.
F-34
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
Note 5. Income Taxes
The Company has a 1998 Federal net operating loss carryforward of approximately
$5,600, which will expire in the year 2018. The tax benefit of this net
operating loss of approximately has been offset by a full allowance for
realization.
Note 6. Year 2000
The Company has assessed its exposure to date sensitive computer software
programs that may not be operative subsequent to 1999 and has implemented a
requisite course of action to minimize Year 2000 risk and ensure that neither
significant costs nor disruption of normal business operations are encountered.
However, because there is no guarantee that all systems of outside vendors or
other entities on which the Company's operations rely will be Year 2000
compliant, the Company remains susceptible to consequences of the Year 2000
issue.
Note 7. Subsequent Events
AHC - I, BT
-----------
On October 21, 1999, the major stockholder of the Company entered into a stock
purchase agreement with AHC, Ltd., (which the latter assigned to AHC - I, BT, a
Nevada Business Trust pursuant to which the stockholder agreed to sell and AHC,
Ltd., agreed to purchase 2,300,000 shares of common stock of the major
stockholder in the Registrant. AHC - I, BT is a Nevada Business Trust. The
Trustee of the Trust is Growth Capital Investments, Inc., a California
corporation. The trust is the assignee of the rights of AHC, Ltd. under the
stock purchase agreement dated October 21, 1999.
Under the terms of the Stock Purchase Agreement, AHC - I, BT is entitled to
acquire 2,300,000 shares of common stock of the Company from the stockholder for
a total consideration of $500,000 or $.217 a share. These funds would be
distributed to the stockholder upon the close of escrow. In addition, the
Company, in order to obtain an immediate infusion of cash for its operations,
granted to AHC - I , BT the right to acquire 3,800,000 shares of common stock at
a price of approximately $.20 share. All funds from the sale of these shares are
to be placed directly into the operating capital of the Company.
Under the agreement, an escrow was opened for the transaction. The escrow
instructions contain a number of conditions that are required to be met prior to
a close. Under the agreement, AHC - I, BT was required to make available to the
Company the sum of $250,000 for operations and a proportionate number of shares
F-35
<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
of common stock would be distributed to AHC - I, BT in consideration for the
capital infusion. Pursuant to the agreement, AHC -I, BT provided the Company
with the required funds. The stock purchase transaction is still in escrow and a
closing is expected within the next sixty days. After the escrow closing, AHC -
I, BT would control 50.1% of the total issued and outstanding stock of the
Company and would be in control of the Company. The unrelated company assumed
control of the Company and the directors and officers of the Company resigned
and new directors and officers were elected.
Lead Machine, Inc.
------------------
On December 7, 1999, the Company executed an agreement with Lead Machine, Inc.,
a Washington corporation, and the sole shareholder of Lead Machine, Inc.
pursuant to which the Company agreed to purchase the asset "Millionaires Island"
which consists of certain customer accounts, customer lists and contracts
(customer assets). The Company assumed no liabilities of Lead Machine, Inc. The
Company has agreed to pay the seller a fee for new or renewal customer assets of
the greater of $50.00 or ten percent of the fees generated by the Company per
customer subscribing to Millionaires Island after November 1, 1999. The seller,
at her option, could terminate the Company's right to use the Millionaires
Island assets (customer assets) if the Company does not reach a minimum sales
standard by March 31, 2000. The agreement was terminated in April 2000.
Note 8. Commitments and Contingencies
Marketing Agreement
-------------------
The Company entered into a marketing agreement dated April, 1999, with an
unrelated market entity to market websites. The Company advanced monies to the
marketing entity in the approximate amount of $145,600. In order to assist in
customer satisfaction, the Company did not process any customer credit cards
until the websites were operating in July, 1999. The Company because of
customer's' requests' began refunding credit card receipts in August, 1999 and
advanced amounts for unpaid sub-distributor commissions to the marketing entity.
The Company entered into a settlement agreement with the market entity and sales
persons on November 15, 1999 wherein the major shareholder agreed to transfer
his personal shares totaling 788,938 to the settling parties which the Company
valued at $1.00 per share and recorded $786,808 to expense and paid-in capital
in December 1999. The Company also agreed to pay $86,067 in cash to settle any
possible litigation.
The Company in the test market of supersite orders from customers after receipt
of revenue decided to refund all cash and credit card receipts as a matter of
goodwill upon discovery of significant sales allowances and sale returns. The
net result was to record revenues at zero after returns and allowances and
expense any test market advances to the market entity. The net amount recorded
as test market expense totaled $79,639 for the nine months ended September 30,
1999 and $42,149 for the three months ended September 30, 1999.
The Company entered into an operating lease for office space in July 1999. The
lease has a six month term with monthly payments of $2,794
F-36
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
3(i) Original Articles of Incorporation and Amended and
Restated Articles of Incorporation. (Incorporated by
reference to Exhibits filed with Form 10SB filed with
the SEC on November 5, 1999.)*
3(ii) Bylaws. (Incorporated by reference to Exhibits filed
with Form 10SB filed with the SEC on November 5,
1999.)*
10 Material Contracts
(a) Contract with Concentric**
(b) Employment Contract with Horst Danning*
(c) Employment Contract with Dr. Klaus Bartak*
11 Statement Re: Computation of Per Share Earnings**
21 Subsidiaries of Registrant
(a) R-Way, Inc., a Delaware Corporation
*Incorporated by reference to Registrant's Form 10-SB filed on November 5, 1999.
**Incorporated by reference to Registrant's Form 10-SB filed on February 28,
2000.
33
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RBID.COM, INC.
/s/ Fred Wallace
-----------------
Fred Wallace
Date: June 26, 2000 Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Horst Danning Chairman of the Board,
-------------------- Director, and
Horst Danning Chief Executive Officer June 26, 2000
/s/ Dr. Klaus Bartak President and a June 26, 2000
-------------------- Director
Dr. Klaus Bartak
/s/ Fred Wallace Chief Financial Officer June 26, 2000
----------------
Fred Wallace
/s/ Emilio Francisco Director June 26, 2000
--------------------
Emilio Francisco
/s/ Debra Martinez Secretary June 26, 2000
--------------------
Debra Martinez
34
