SHOWSTAR ONLINE COM INC
10QSB, 2000-12-29
BUSINESS SERVICES, NEC
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-QSB

(Mark One)


/x/

Quarterly report under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended 31 October 2000

/ / Transition report under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from                to                

Commission file number: 000-28915


SHOWSTAR ONLINE.COM INC.
(Exact Name of Small Business Issuer as Specified in its Charter)

Washington
(State or other Jurisdiction of
Incorporation or Organization)
  13-4093341
(I.R.S. Employer
Identification No.)

70 Washington St., Brooklyn, NY 10011
(Address of Principal Executive Offices)

(888) 616-9333
(Issuer's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year
if Changed Since Last Report)


    Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Class
  Number of Shares Outstanding
Common Stock, par value $0.0   46,334,084

    Transitional Small Business Disclosure Format (check one): Yes / / No /x/




SHOWSTAR ONLINE.COM INC.

QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION

FOR THE QUARTER ENDED
October 31, 2000


PART I—FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

3
  Unaudited Condensed Consolidated Balance Sheet as of October 31, 2000   3
  Unaudited Condensed Consolidated Statement of Operations for the six months ended October 31, 2000 and 1999 and the three months ended October 31, 2000 and 1999   4
  Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended October 31, 2000 and 1999 and the three months ended October 31, 2000 and 1999   5
  Notes to Unaudited Condensed Consolidated Financial Statements   6

Item 2. Management's Discussion and Analysis or Plan of Operation

 

7

PART II—OTHER INFORMATION

 

 

Item 1. Legal Proceedings

 

10

Item 6. Exhibits and Reports on Form 8-K

 

10

SIGNATURE PAGE

 

11

EXHIBIT INDEX

 

12

2



PART I—FINANCIAL INFORMATION
Item 1. Financial Statements

SHOWSTAR ONLINE.COM, INC.
(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

October 31, 2000

ASSETS  
CURRENT ASSETS        
  Cash   $  
  Accounts receivable     118,739  
  GST receivable     23,587  
  Inventory     40,759  
  Prepaid expenses     32,628  
  Prepaid royalties     37,500  
       
 
      TOTAL CURRENT ASSETS     253,213  
INVESTMENTS, AT COST     304,230  
PROPERTY & EQUIPMENT, less $220,353 accumulated depreciation     491,523  
WEBSITE & SOFTWARE, less $375,759 accumulated amortization     944,844  
INTANGIBLE ASSETS, less $32,409 accumulated amortization     278,466  
       
 
    $ 2,272,276  
       
 

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 
CURRENT LIABILITIES        
  Accounts payable, trade   $ 641,430  
  Accrued expenses     123,402  
  Accrued stock compensation     470,275  
  Loan payable     727,300  
  Accrued interest payable     19,125  
  Due to related party     48,384  
  Advances payable     100,000  
       
 
      TOTAL CURRENT LIABILITIES     2,129,916  
       
 
COMMITMENTS      
SHAREHOLDERS' EQUITY (DEFICIT)        
  Preferred stock, no par value, 25,000,000 shares authorized, -0- issued and outstanding      
  Common stock, no par value, 75,000,000 shares authorized, 46,334,084 issued and outstanding     12,271,920  
  Contributed capital     74,000  
  Outstanding common stock warrants     354,576  
  Outstanding common stock options     349,535  
  Deferred stock compensation     (102,667 )
  Cumulative translation adjustments     (46,851 )
  Deficit accumulated during development stage     (12,758,153 )
       
 
      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)     142,360  
       
 
    $ 2,272,276  
       
 

3


SHOWSTAR ONLINE.COM, INC.
(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 
   
   
  Three Months Ended
October 31,

   
 
 
  Six Months Ended
October 31,

  July 14, 1995
(Inception) through
Oct. 31, 2000

 
 
  2000
  1999
  2000
  1999
 
REVENUE                                
  Sales   $ 261,377   $   $ 143,474   $   $ 266,727  
  Commissions     5,182         1,640         31,725  
       
 
 
 
 
 
      TOTAL REVENUE     266,559         145,114         298,452  
COSTS AND EXPENSES                                
  Cost of sales     161,929         105,564         165,449  
  Stock based compensation     203,601     1,623,133     85,267     811,566     3,481,476  
  Consulting     317,160     318,342     196,585     138,819     1,567,898  
  Investor relations, related party                     107,067  
  Investor relations     22,481     47,687     5,121     30,357     248,712  
  Web-sit set up     48,656     35,235     20,039     33,409     283,837  
  Professional fees     57,689     53,976     16,317     20,834     444,550  
  Consulting fees paid by shareholders                     466,500  
  Travel and entertainment     58,837     119,064     36,315     47,420     375,821  
  Depreciation and amortization     342,754     68,384     178,201     68,384     687,861  
  General and administrative     786,705     657,964     370,820     544,075     1,935,162  
  Advertising, marketing and selling     279,160     247,638     126,435     201,889     1,741,387  
  Technical development         134,290         134,290     31,021  
       
 
 
 
 
 
      TOTAL COSTS AND EXPENSES     (2,278,972 )   (3,305,713 )   (1,140,664 )   (2,031,043 )   (11,536,741 )
INTEREST EXPENSE     (56,642 )   (4,000 )   (28,502 )   (4,000 )   (116,925 )
       
 
 
 
 
 
    LOSS FROM CONTINUING OPERATIONS BEFORE TAXES     (2,069,055 )   (3,309,713 )   (1,024,052 )   (2,035,043 )   (11,355,214 )
INCOME TAXES                                
  Current     771,757     1,254,523     381,971     779,071     4,211,500  
  Deferred     (771,757 )   (1,254,523 )   (381,971 )   (779,071 )   (4,211,500 )
       
 
 
 
 
 
      NET LOSS FROM CONTINUING OPERATIONS     (2,069,055 )   (3,309,713 )   (1,024,052 )   (2,035,043 )   (11,355,214 )
DISCONTINUED OPERATIONS                                
  Net loss from entertainment division operations, net of $-0-, $-0-, and $-0- in income taxes         (50,768 )       (21,595 )   (425,639 )
Loss on disposal of entertainment division, net of $-0-, $-0-, and $-0- in income taxes                     (977,300 )
       
 
 
 
 
 
      NET LOSS   $ (2,069,055 ) $ (3,360,481 ) $ (1,024,052 ) $ (2,056,638 ) $ (12,758,153 )
       
 
 
 
 
 
NET LOSS PER COMMON SHARE:                                
  Basic—continuing operations   $ (0.04 ) $ (0.14 ) $ (0.03 ) $ (0.03 ) $ (0.03 )
  Diluted—continuing operations   $ (0.04 ) $ (0.14 ) $ (0.03 ) $ (0.03 ) $ (0.03 )
  Basic—discontinued operations     *     *   $   $   $  
  Diluted—discontinued operations     *     *   $   $   $  
NUMBER OF SHARES USED FOR COMPUTING NET LOSS PER SHARE:                                
  Basic     46,334,084     23,475,940     34,801,251     23,475,940     46,334,084  
  Diluted     46,334,084     23,475,940     34,801,251     23,475,940     46,334,084  

*Less than $.01 per share

4


SHOWSTAR ONLINE.COM, INC.
(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 
  Six Months Ended
October 31,

  Three Months Ended
October 31,

  July 14, 1995
(Inception) through
October 31,
2000

 
 
  2000
  1999
  2000
  1999
 
NET CASH (USED IN) OPERATING ACTIVITIES     (1,517,938 )   (1,662,151 )   (1,090,331 )   (1,231,780 )   (6,689,448 )
       
 
 
 
 
 
INVESTING ACTIVITIES                                
  Proceeds from sale of equipment                     10,000  
  Investment in joint venture and savings plus     (37,680 )               (303,776 )
  Cash acquired with acquisition of Showstar/Nucom                     20,815  
  Purchases of property and equipment and domain name     (728,727 )   (856,826 )   (167,173 )   (376,650 )   (2,374,103 )
       
 
 
 
 
 
      NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES     (766,407 )   (856,826 )   (167,173 )   (376,650 )   (2,647,064 )
       
 
 
 
 
 
FINANCING ACTIVITIES                                
  Proceeds from advances, related parties     (466,500 )       (466,046 )       (104,900 )
  Proceeds from advances     477,300         (37,700 )       829,800  
  Repayments of advances, related parties                     (5,000 )
  Cash paid for stock offering costs     (308,665 )   (47,000 )   (298,665 )       (517,665 )
  Proceeds from issuance of preferred stock                     3,500  
  Proceeds from issuance of common stock     2,588,040     3,561,500     2,059,915     2,417,513     9,125,128  
  Proceeds from issuance of convertible debenture                     52,500  
       
 
 
 
 
 
      NET CASH PROVIDED BY FINANCING ACTIVITIES     2,290,175     3,514,500     1,257,504     2,417,513     9,383,363  
       
 
 
 
 
 
CUMULATIVE TRANSLATION ADJUSTMENT     (5,830 )               (46,851 )
       
 
 
 
 
 
NET CHANGE IN CASH         995,523         809,083      
Cash, beginning of period         15,737         202,177      
       
 
 
 
 
 
      CASH, END OF PERIOD   $   $ 1,011,260   $   $ 1,011,260   $  
       
 
 
 
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                
  Cash paid for interest   $   $   $   $   $ 5,000  
       
 
 
 
 
 
  Cash paid for income taxes   $   $   $   $   $  
       
 
 
 
 
 
NON-CASH INVESTING AND FINANCING ACTIVITIES:                                
  3,367,000 shares of common stock issued for acquisition of subsidiary   $   $   $   $   $ 3,367  
       
 
 
 
 
 
  999,066 shares of common stock issued for acquisition of subsidiary   $   $   $   $ 749,300   $ 749,300  
       
 
 
 
 
 
  307,143 shares of common stock issued for payment of advances and accrued liabilities   $   $ 107,500   $   $   $ 107,500  
       
 
 
 
 
 
  2,765,000 shares of common stock issued for compensation   $   $ 1,364,800   $   $   $ 1,364,800  
       
 
 
 
 
 
  1,050,000 shares of common stock issued for payment of accrued stock compensation   $   $ 517,500   $   $   $ 517,500  
       
 
 
 
 
 
  350,000 shares of common stock issued for acquisition of ALS   $ 328,125   $   $   $   $ 328,125  
       
 
 
 
 
 

5


SHOWSTAR ONLINE.COM, INC.
(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

October 31, 2000

    NOTE A: The accompanying unaudited consolidated financial statements of Showstar Online.com Inc. as of and for the six months ended October 31, 2000 and October 31, 1999 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

    In the opinion of management, all adjustments considered necessary for a fair presentation of the results of the interim period have been included. Operating results for any interim period are not necessarily indicative of the results that may be expected for the entire fiscal year. These statements should be read in conjunction with the financial statements and notes thereto for the year ended April 30, 2000 included in the Company's report in Form 10KSB as filed with the Securities and Exchange Commission.

    NOTE B On May 1, 2000 the Company acquired the assets and current liabilities of ALS Sportswear for the purchase price of 350,000 shares of common stock. The shares have been valued at the market price on May 1, 2000 of $0.93 per share for a value of $328,125. The excess of the purchase price over the fair market value of the items received was $305,275 and has been recorded as Goodwill on the financial statements of the Company. Management plans to amortize the goodwill on a straight line basis over sixty months.

    NOTE C: During the quarter, the company issued the following shares:

Date:

  Number
  Consideration
August 4, 2000   166,667   $ 25,000
August 4, 2000   666,666   $100,000
August 4,2000   200,000   $ 30,000
August 4, 2000   1,665,000   Loan Repayment
August 4, 2000   925,000   employ agmt terms
August 4, 2000   809,500   begin consulting
October 9, 2000   3,333,333   Loan Repayment
October 9, 2000   3,666,667   $440,000

6



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

    This report contains forward-looking statements within the meaning of Section21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. These forward-looking statements should be read in conjunction with the Company's disclosures included in their Form 10-KSB for the fiscal year ended April 30, 2000.


Overview

    Showstar Online.com, Inc. (the "Company", "Showstar" and sometimes "we," "us," "our" and derivatives of such words), formerly named Showstar Entertainment Corporation, was incorporated on July 14, 1995 in the State of Colorado as Cerotex Holdings, Inc. The Company commenced business as a developer of computer-based management systems and continued operations on a limited basis until March 18, 1998.

    On March 19, 1998, Barry Forward and Gino Punzo gained control of the Company through a cash purchase of Common Stock from founding stockholders. On April 23, 1998, the Company effected an agreement with all the stockholders of Showstar Entertainment Corporation (formerly Nucom Productions, Inc.), a Nevada Corporation ("Showstar/Nucom"), whereby the Company issued 3,367,000 shares of its no par Common Stock in exchange for 77% of the outstanding common stock of Showstar/Nucom.

    In May 1998 the Company changed its name to Showstar Entertainment Corporation, assuming the name of its majority-owned subsidiary. Effective August 25, 1998, the remaining 23% of Showstar/Nucom was acquired through issuance of 999,066 shares of the Company's Common Stock.

    On June 18, 1999, the stockholders of the Company approved a change in corporate name to Showstar Online.com, Inc., which became effective on June 25, 1999.

    From April 1998 to February 1999, Showstar engaged in merchandising and event promotion in secondary markets in the Western United States and Canada. These operations were discontinued in February 1999.


GENERAL

    Showstar Online.com, Inc. is a developer of Internet websites and e-commerce solutions. One of Showstar's e-commerce solutions is the integration of ORACLE iStore 3.0 to offer an e-commerce solution for Artstar.com customers. In addition, Showstar, together with its contractor Shoptek e-Commerce Solutions, has been developing a customized online catalog to showcase and sell works of art available through individual artists, galleries and museums.

    Showstar has established a unique and scalable e-commerce infrastructure by developing and integrating several leading edge technologies, including the incorporation of ORACLE database tools, Cold Fusion, Macromedia Flash and LIVEPICTURE into Artstar.com. This also includes the customized development of Artstar.com's art search engine accessing the ORACLE database.

    Showstar's development of its website property "Artstar.com" commenced in May 1999. Showstar launched e-commerce and retail activities on the website in December 1999.

7


    In March 2000 Showstar introduced its first portal development product Showstar Webmail. Showstar WebMail was designed as a software solution for web portals and is available in a customized form on the company's website Artstar.com. Showstar is now marketing its webmail product to third-party websites.

    Through this website, Showstar offers a variety of products and services under the domain name "Artstar.com." These are designed to attract viewer traffic to the site and to generate revenue for Showstar. The products and services offered include auctions, authentication and appraisal consulting, buyer (corporate and individual) representation, and education in art, collectibles and restoration.

    Via the Internet, Showstar provides a variety of entertainment and education products and services to those interested in art and collectibles. Showstar's revenues are derived from a variety of sources, including online auctions, appraisals and authentication, commissions, advertising, content licensing, various consulting services, and merchandising. All of the aforementioned products and services currently are marketed and sold on the ArtStar.com website. Showstar does not buy and sell art work or collectibles for its own account.

    In May of 2000 Showstar acquired the assets of ALS Sportswear and began operating this division with the previous owners in place. This division supplies products to a variety of corporate clients and sports teams as well as being able to service galleries and museums with product for their gift shops.

    The Company continues to develop the Artstar Web-site through increasing functionality and finding saleable content. We began actively pursuing affiliate relationships with other sites and are pleased with the increasing traffic and sales resulting from visitors from those sites. In addition, we have extended e-commerce capability to offshore markets and have received and processed orders from Indonesia, England and Europe.

    We are continuing development and enhancement of Showstar WebMail adding functionality that does not exist in other e-mail products. Our linux based software development team are always looking for opportunities to develop additional products for third party customers as well as the Artstar web-site.

    During this quarter the company began a major facelift of the Artstar website to create a true art portal. The project was completed mid November and the channel concept was launched in November creating three distinct channels to service the public, artists and their needs, and the business community with B2B solutions. The major thrust of this concept is to enhance the site's revenue generation capability.

    The company held it's annual general meeting on Sept. 15, 2000 with the ratification of all items put forward to the shareholders. The details of all the items can be obtained from the proxy statement filed with the SEC.

    Management continues to look at opportunities to strengthen the company through acquisition such as the ALS purchase, partnering with other art sites and/ or brick and mortar businesses..


Results of Operations

Sales and Cost of sales

    Sales at $266,559 for the six months ending October 31,2000 and sales of $145,114 for the quarter ending October 31, 2000 are higher than last year as the company during the first half of 1999 was developing the web site and had no other active business happening at that time. Cost of sales at $161,929 and $105,564 respectively are higher for the same reasons already mentioned for sales. The results reflect the continuing e-commerce development on the Artstar site and the ramp up of the ALS operation.

8



Selling, General and Administrative Costs

    Selling, General and Administrative Costs ("SGA") of $1,065,865 and $497,255 were recorded for the respective periods ending October 31, 2000 compared to $905,602 and $745,964 for the periods ending in 1999. reflecting the company being in the start-up stages of the web development last year. SGA include salaries and benefits for corporate management, administrative and sales personnel, as well as rent expense for the Company's office premises.


Other Costs

    Other costs are lower by $1,348,933 and $747,234 reflecting the change in the operations year over year especially in terms of stock based compensation not required to the same level this year as last year during the building of the infrastructure needed to develop the web-site and operate the company.


Net Loss

    As a result of the foregoing, the Company experienced net losses for the periods ending October 31, 2000 of $2,069,055 and $1,024,052, as compared to net losses of $3,360,481 and $2,056,638 for the comparable period in 1999. The company is still effectively in it's development stage and will rely on outside funding during at least the current year and possibly beyond to cover operating losses.


Liquidity and Capital Resources

    The principal source of funds to the Company since it's formation has been derived from the net proceeds of certain private offerings of securities which have been used to fund continued development, selling, general and administrative costs. The Company believes that additional financing for the next twelve months will continue to be required to continue development of the Artstar web-site, linux based software and the expansion of the ALS operation. The company has been successful in raising funds in the past and expects to be able to do so in the future until such time as revenues and earnings provide adequate cash flows.


FOREIGN CURRENCY EXPOSURE

    Showstar is exposed to fluctuations in foreign currencies relative to the U.S. dollar because it collects revenues in U.S. dollars and incurs certain costs in foreign currencies, primarily the Canadian dollar. As Showstar expands its operations, it may begin to collect revenues from customers in currencies other than the U.S. dollar. Showstar does not currently engage in any hedging activities.

9



PART II
OTHER INFORMATION


Item 1.  Legal Proceedings

    The Company has been named as a defendant in a lawsuit filed against Savingsplus Internet Inc. by a director of Savingsplus for failure to repay a $35,000 loan to the director's company. Showstar has retained counsel, filed a reply to the suit and are waiting for further action by the plaintiff.


Item 6.  Exhibit and Reports on Form 8-K

10



SIGNATURES

    In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    SHOWSTAR ONLINE.COM INC.

Dated: December 26, 2000

 

By:

/s/ 
J. PUNZO   
J. Punzo
President, and Chief Executive Officer

11



EXHIBIT INDEX

Exhibit No.
  Description

27.1   Financial Data Schedule

12




QuickLinks

SHOWSTAR ONLINE.COM INC. QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE QUARTER ENDED October 31, 2000
PART I—FINANCIAL INFORMATION Item 1. Financial Statements
SHOWSTAR ONLINE.COM, INC. (A Development Stage Company) CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) October 31, 2000
SHOWSTAR ONLINE.COM, INC. (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
SHOWSTAR ONLINE.COM, INC. (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SHOWSTAR ONLINE.COM, INC. (A Development Stage Company) NOTES TO UNAUDITED FINANCIAL STATEMENTS October 31, 2000
PART II OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX


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